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TC Council Packet 10-22-2013 TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 22, 2013 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON URBAN RENEWAL AUTHORITY BEGINS AT 5:15 PM REGULAR MEETING BEGINS AT 5:30 PM AVON TOWN HALL, ONE LAKE STREET Avon Meeting Agenda 13 09 24 Page 1 PRESIDING OFFICIALS MAYOR RICH CARROLL MAYOR PRO TEM TODD GOULDING COUNCILORS DAVE DANTAS, CHRIS EVANS, JENNIE FANCHER, ALBERT “BUZ” REYNOLDS, JR., JAKE WOLF TOWN STAFF TOWN ATTORNEY: ERIC HEIL TOWN MANAGER: VIRGINIA EGGER TOWN CLERK: PATTY MCKENNY ALL REGULAR MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS. GENERAL COMMENTS ARE WELCOME DURING PUBLIC COMMENT, AND COMMENTS ARE ALSO WELCOME ON ANY AGENDA TOPIC. PLEASE VIEW AVON’S WEBSITE, HTTP://WWW.AVON.ORG, FOR MEETING AGENDAS AND MATERIALS. AGENDAS ARE POSTED AT AVON TOWN HALL, AVON RECREATION CENTER, AND AVON LIBRARY. THE AVON TOWN COUNCIL MEETS THE 2ND AND 4THTUESDAYS OF EACH MONTH. ______________________________________________________________________________________________________________ AVON LIQUOR LICENSING AUTHORITY MEETING BEGINS AT 5:00 PM (SEE SEPARATE AGENDA PAGE 3) URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:15 PM (SEE SEPARATE AGENDA PAGE 4) REGULAR MEETING BEGINS AT 5:30 PM 1. CALL TO ORDER & ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT 4. EXECUTIVE SESSION (THIS MEETING IS NOT OPEN TO THE PUBLIC) 4.1. Meet with Town Attorney for the purpose of receiving legal advice pursuant to Colorado Revised Statute §24-6-402(4)(b) related to settlement matters regarding Town of Avon v Traer Creek Metropolitan District, 2008 CV 0385 and Traer Creek, LLC, et.al. v Town of Avon 2010 CV 316 5. PUBLIC COMMENT 6. ACTION ITEMS (ESTIMATED AT 6:15 PM) 6.1. Proclamation Supporting December 10, 2013 as “Colorado Gives Day” (Marian McDonough, Catholic Charities) 6.2. Village of Avon Update (Eric Heil, Town Attorney) 6.2.1. Public Hearing and Second Reading for Ordinance No. 13–13, Series of 2013, Ordinance Amending the Consolidated and Amended and Restated Annexation and Development Agreement for the Village (at Avon) 6.2.2. Approval of Resolution No. 13-28, Series of 2013, Resolution Approving Amended and Restated Traer Creek Water Tank Agreement 6.2.3. Approval of Interim Add-On Retail Sales Fee Collection Service Agreement 6.2.4. Action, by motion and vote, on Extension of the Outside Date in the Closing Escrow Agreement TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 22, 2013 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON URBAN RENEWAL AUTHORITY BEGINS AT 5:15 PM REGULAR MEETING BEGINS AT 5:30 PM AVON TOWN HALL, ONE LAKE STREET Avon Meeting Agenda 13 09 24 Page 2 6.3.Approval of Intergovernmental Agreement between Town of Avon and Eagle River Water and Sanitation District for Leased Office Space at the Swift Gulch Modular Building (Virginia Egger, Town Manager) 6.4. Minutes from October 8, 2013 Meeting 7. WORK SESSION 7.1. Review of 2014 Proposed Budgets: (Virginia Egger, Town Manager & Scott Wright, Finance Director) 7.1.1. General Fund 7.1.2. Avon Town Center West Fund 7.1.3. Transit Fund 7.1.4. Fleet Fund 8. COMMITTEE MEETING UPDATES: COUNCILORS AND MAYOR 9. COUNCIL COMMENTS 10. MAYOR REPORT AND FUTURE AGENDA ITEMS 11. EXECUTIVE SESSION (THIS MEETING IS NOT OPEN TO THE PUBLIC) 11.1. Meet Pursuant to Colorado Revised Statute §24-6-402(4) (f) for the purpose of discussing personnel matters related to the annual performance review of the Town Manager 12. ADJOURNMENT FUTURE AGENDA ITEMS: Work Session with Planning and Zoning Commission to Discuss 1) Mall/Avon Road Planning Update, 2) “Business Friendly” Review Environment, 3) 2014 Strategic Plan – PZC Initiatives; Budget Work Session to discuss Funding for Augustana Senior Care Facility; Resolution Adopting Eagle River Water Authority Guiding Principles in Developing the State Mandated Colorado Water Plan TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 22, 2013 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON TOWN HALL, ONE LAKE STREET Avon Meeting Agenda 13 09 24 Page 3 PRESIDING OFFICIALS PRESIDING OFFICIALS CHAIRMAN RICH CARROLL VICE CHAIRMAN TODD GOULDING BOARD MEMBERS DAVE DANTAS, CHRIS EVANS, JENNIE FANCHER ALBERT “BUZ” REYNOLDS, JR., JAKE WOLF TOWN STAFF TOWN ATTORNEY: ERIC HEIL TOWN MANAGER: VIRGINIA EGGER TOWN CLERK: PATTY MCKENNY ALL LIQUOR BOARD MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS COMMENTS FROM THE PUBLIC ARE WELCOME DURING PUBLIC HEARINGS PLEASE VIEW AVON’S WEBSITE, HTTP://WWW.AVON.ORG, FOR MEETING AGENDAS AND MEETING MATERIALS AGENDAS ARE POSTED AT AVON TOWN HALL AND RECREATION CENTER, AND AVON LIBRARY 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT 4. REPORT OF CHANGES 4.1. Applicant Name: Avon Properties Leasing, LLC d/b/a Village Warehouse Wines Address: 0101 Fawcett Road, PO Box 1342, Avon Manager Name: Peter Cuccia New Ownership: Avon Retail Holdings, LLC (Michael Ireland) replacing ownership of Jim Valerio in Avon Properties Leasing LLC 5. RENEWAL OF LIQUOR LICENSES 5.1. Applicant Name: Northside Coffee & Kitchen d/b/a Northside Coffee & Kitchen LLC Address: 20 Nottingham Road, Units A&B Manager: James Pavelich Type of License: Hotel & Restaurant 5.2. Applicant Name: Pazzo’s West, Inc. d/b/a Pazzo’s Pizzeria Address: 82 E. Beaver Creek Blvd Manager: Mark Colwell Type of License: Hotel & Restaurant 5.3. Applicant Name: Vail Valley Mexican Foods, LLC d/b/a Agave Address: 1060 W. Beaver Creek Blvd Manager: Richard Wheelock Type of License: Hotel & Restaurant 6. MINUTES FROM SEPTEMBER 24, 2013 7. ADJOURNMENT TOWN OF AVON, COLORADO TUESDAY, OCTOBER 22, 2013 AVON URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:15 PM AVON TOWN HALL, ONE LAKE STREET Avon Meeting Agenda 13 10 22 Page 4 PRESIDING OFFICIALS CHAIRMAN RICH CARROLL VICE CHAIRMAN TODD GOULDING COMMISSIONERS DAVE DANTAS, CHRIS EVANS, JENNIE FANCHER ALBERT “BUZ” REYNOLDS, JR., JAKE WOLF STAFF EXECUTIVE DIRECTOR / SECRETARY: VIRGINIA EGGER ATTORNEY: ERIC HEIL TREASURER: SCOTT WRIGHT AUTHORITY CLERK: PATTY MCKENNY ALL URBAN RENEWAL MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS COMMENTS FROM THE PUBLIC ARE WELCOME DURING PUBLIC HEARINGS PLEASE VIEW AVON’S WEBSITE, HTTP://WWW.AVON.ORG, FOR MEETING AGENDAS AND MEETING MATERIALS AGENDAS ARE POSTED AT AVON MUNICIPAL BUILDING AND RECREATION CENTER, ALPINE BANK, AND AVON LIBRARY 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT 4. WORK SESSION 4.1. Discuss Results of Term Sheet of URA Loan Refinance (Jonathan Heroux, Piper Jaffrey) 5. RESOLUTIONS 5.1. Approval of Resolution No. 13-02, Series of 2013, Resolution Amending the Consolidated and Amended and Restated Annexation and Development Agreement for the Village (at Avon) (Eric Heil, Town Attorney) 6. MINUTES FROM SEPTEMBER 10, 2013 AND OCTOBER 8, 2013 7. ADJOURNMENT REPORT TO AVON LIQUOR LICENSING AUTHORITY To: Avon Liquor Licensing Authority From: Patty McKenny, Town Clerk/Asst. Town Manager Date: October 15, 2013 Re: Report of Changes for Avon Properties Leasing, LLC d/b/a Village Warehouse Wines The Town Council serving as the Local Liquor Authority will consider and is asked to act upon a Report of Changes in Ownership for Avon Properties Leasing, LLC d/b/a Village Warehouse Wines. The appropriate paperwork was completed & is attached. The application requires both local and state approval of the changes. Both the Colorado Liquor Code, §12-47-301, Licensing in General, and Colorado Liquor Rules Regulation 47-304, Transfer of Ownership and Changes in Licensed Entities, states that a licensee shall report each transfer or change of financial interest in the license to the state licensing authority and, for retail licenses, to the local licensing authority, within thirty days after the transfer or change. A report shall be required for transfers of capital stock of a public corporation; except that a report shall not be required for transfers of such stock totaling less than ten percent in any one year, but any transfer of a controlling interest shall be reported regardless of size. It is unlawful for the licensee to fail to report a transfer required by this subsection (8). Such failure to report shall be grounds for suspension or revocation of the license. The attached Report of Changes application reflects a change in ownership with Jim Valerio selling interests in Avon Properties Leasing LLC to Avon Retail Holdings, LLC, as represented in the attached documents. The table below reflects the total ownership interests for this report of changes: Current Ownership New Ownership Cuccia 18.01% 17.52% Ireland 2.54% 82.48% Valeria 79.46% 0 100% 100% The Avon Police Department report shows there has been no activity on Mr. Ireland’s background based on a “name search only” from the Colorado Bureau of Investigation. Please note the full CBI report has not yet been completed as there have been some delays from CBI due to a backlog of requests in this regard. It is suggested that the application be processed by the local authority and forwarded to the State of Colorado since the initial report showed no history and there is likely to be nothing further at this time. Attachments:  Report of Changes (Form DR 8177)  Individual History Records (DR 8404-i)  Promissory Note  Agreement for Purchase and Sale of interests in Avon Properties Leasing, LLC  Revised Operating Agreement Avon Retail Holdings, LLC  Colorado Liquor Rules 47-304 Transfer of Ownership & Changes in Licensed Entities TOWN OF AVON, COLORADO AVON LIQUOR LICENSING AUTHORITY MEETING MINUTES FOR TUESDAY, SEPTEMBER 24, 2013 AVON TOWN HALL, ONE LAKE STREET ALB 13.09.24 Minutes Page 1 1. CALL TO ORDER AND ROLL CALL Chairman called the meeting to order at 4:05 PM. A roll call was taken and Board members present were Jennie Fancher, Buz Reynolds and Jake Wolf. Dave Dantas, Todd Goulding and Chris Evans were absent. Also present were Town Manager Virginia Egger, Town Attorney Eric Heil, Assistant Town Manager/Town Clerk Patty McKenny, Police Chief Bob Ticer, as well as other staff members and the public. 2. APPROVAL OF AGENDA There were no changes to the agenda. 3. PUBLIC COMMENT There were no public comments 4. PUBLIC HEARING ON NEW LICENSE APPLICATION 4.1. Applicant Name: Swiss Hotdog Company LLC Address: 101 Fawcett Road #125 Manager: Anthony Larese Type of License: Beer and Wine License Resolution No. 13-01, Series of 2013, Resolution Approving the Application of Swiss Hot Dog Company Inc. for a Beer and Wine License Town Clerk Patty McKenny noted that the applicant, Swiss Hotdog Company LLC pulled their application for a beer and wine license per a letter dated September 24, 2013. 5. RENEWAL OF LIQUOR LICENSES 5.1. Applicant Name: Krusen, Inc. d/b/a Avon Liquors Address: 100 W. Beaver Creek Blvd. Manager: Brian Kruse Type of License: Retail Liquor License Town Clerk Patty McKenny noted that the application was in order. Mayor Pro Tem Carroll moved to approve the renewal of the Retai Liquor Store License for Krusen, Inc. d/b/a Avon Liquors; Board member Wolf seconded the motion and it passed unanimously by those present. (Board members Dantas, Evans and Goulding absent). 5.2. Applicant Name: R&E Enterprise, LLC d/b/a Gondola Pizza Address: 240 chapel Place #114 Manager: Claudiu Popa Type of License: Hotel and Restaurant Liquor License Town Clerk Patty McKenny noted that the application was in order. Manager Eva Popa was present to answer questions about the violation received during the State Liquor Enforcement Division’s compliance check on May 17, 2013. She noted that their servers have become TIPS certified and will check identification before serving alchoholic beverages to customers. Board member Fancher moved to approve the renewal of the Hotel and Restaurant Liquor License for R&E Enterprise, LLC d/b/a Gondola Pizza; Board member Reynolds seconded the motion and it passed unanimously by those present (Board members Dantas, Evans and Goulding absent). TOWN OF AVON, COLORADO AVON LIQUOR LICENSING AUTHORITY MEETING MINUTES FOR TUESDAY, SEPTEMBER 24, 2013 AVON TOWN HALL, ONE LAKE STREET ALB 13.09.24 Minutes Page 2 6. MINUTES FROM SEPTEMBER 10, 2013 Board member Reynolds moved to approve minutes from September 10, 2013; Board member Wolf seconded the motion and it passed unanimously by those present. (Board members Dantas, Evans and Goulding absent). There being no further business to come before the Board, the meeting adjourned at 4:15 PM. RESPECTFULLY SUBMITTED: ____________________________________ Patty McKenny, Secretary APPROVED: Rich Carroll ______________________________________ Dave Dantas ______________________________________ Chris Evans ______________________________________ Jennie Fancher ______________________________________ Todd Goulding ______________________________________ Albert “Buz” Reynolds ______________________________________ Jake Wolf ______________________________________  Page 1 AVON URBAN RENEWAL AUTHORITY REPORT To: Board Chairman and Commissioners From: Scott Wright, Finance Director Date: October 17, 2013 Re: URA Worksession – Discussion of Term Sheet Refinance Results At the URA worksession on Tuesday, Jonathan Heroux with Piper Jaffrey will present the results of the proposals received on the URA loan refinance term sheet. Proposals were received late Wednesday and Thursday – too late to include in the packet. Staff will provide its recommendation to the URA Board at the worksession and request further direction in order to move forward with the preparation of documents for the refinancing. Heil Law & Planning, LLC Office: 303.993.4608 2696 South Colorado Blvd., Suite 550 Fax: 720.836.3337 Denver, CO 80222 E-Mail: meredith@heillaw.com e-mail: ericheillaw@yahoo.com HEIL LAW TO: Chairman Carroll and members of the Avon Urban Renewal Authority Board of Directors FROM: Eric Heil, Esq., Avon Urban Renewal Authority Attorney RE: Approval of Consolidated, Amended and Restated Annexation and Development Agreement DATE: June 6, 2013 Summary: The Avon Urban Renewal Authority (“AURA”) is a signatory to the Consolidated, Amended and Restated Annexation and Development Agreement (“Development Agreement”) for the Village (at Avon). The AURA must also approve the amendments to the Development Agreement as approved by Ordinance No. 13-13 before the Town Council. The amendments to the Development Agreement do not affect any terms related to the Avon Urban Renewal Authority. Requested Action: Approve the Development Agreement by adoption of Resolution No. 13-02. Proposed Motion: “I move to approve Resolution No. 13-02 Approving Amendments to the Consolidated, Amended and Restated Annexation and Development Agreement attached to this memorandum as Exhibit A including and subject to any revisions which may be approved by the Town of Avon.” Thanks, Eric M EMORANDUM & PLANNING, LLC Avon Urban Renewal Authority Resolution No. 13-02 Page 1 of 3 AVON URBAN RENEWAL AUTHORITY TOWN OF AVON, COLORADO RESOLUTION NO. 13-02 SERIES OF 2013 A RESOLUTION APPROVING AMENDMENTS TO THE CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON) WHEREAS, the Avon Urban renewal Authority (the “Authority”) is a duly organized body corporate and politic under and by virtue of the laws of the State of Colorado including the Urban Renewal Law, constitution part 1 of Article 25 of Title 31, Colorado Revised Statues (“C.R.S.”); WHEREAS, the Town of Avon (“Town”), Traer Creek Metropolitan District (“TCMD”), Traer Creek LLC, Traer Creek-RP LLC, Traer Creek Plaza LLC, EMD Limited Liability Company, Traer Creek-HD LLC, Traer Creek-WMT LLC, (collectively the “Traer Creek Parties”), BNP Paribas (“BNP”) and Eagle County are parties to the consolidated litigation Civil Action No: 2008 CV 385 and Civil Action No: 2010 CV 316, Eagle County District Court (“Litigation”); WHEREAS, on October 7, 2011 Town, TCMD, the Traer Creek Parties, and BNP entered into the Settlement Term Sheet (“Settlement Term Sheet”) in an effort to resolve the Litigation; WHEREAS, the Town of Avon approved an Annexation and Development Agreement for the Village (at Avon) by Ordinance No. 98-17; WHEREAS, the Town of Avon approved the First Amendment to the Annexation and Development Agreement by Ordinance No. 01-16, the Second Amendment to the Annexation and Development Agreement by Ordinance No. 03-08, and the Third Amendment to the Annexation and Development Agreement by Ordinance No. 04-17; WHEREAS, the Town approved the Consolidated, Amended, and Restated Annexation and Development Agreement (“Development Agreement”) by Ordinance No. 12-10; WHEREAS, the Upper Eagle River Water Authority is not able finance and construct the Traer Creek Water Storage Tank in accordance with the terms of the Water Tank Agreement due to changes in circumstances, including but not limited to increases in interest rates and changes to the design of the Water Tank Project; WHEREAS, TC-RP has offered to provide private financing and to construct the Water Tank pursuant to the terms of an amended Water Tank Agreement and subject to reimbursement by Traer Creek Metropolitan District; WHEREAS, the Town Council approved amendments to the Development Agreement by Avon Urban Renewal Authority Resolution No. 13-02 Page 2 of 3 Ordinance No. 13-13 in order to incorporate the TC-RP Tank Project Financing terms; and, WHEREAS, the Authority finds that approval of the amendments to the Development Agreement do not affect the specific terms related to the Authority in the Development Agreement and the amendments propose terms for financing and construction of public infrastructure that is necessary and essential to serve development in the Village (at Avon). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY, the following: Section 1. Recitals Incorporated. The above and foregoing recitals are incorporated herein by reference and adopted as findings and determinations of the Authority. Section 2. Approval of Development Agreement. The Development Agreement Version 12, is hereby approved and shall replace and supersede the version Development Agreement previously approved by the Authority on or about June 11, 2013. The Chairman and the Secretary and their respective designees are authorized to execute the Development Agreement, attached hereto as Exhibit A, and are authorized to take such as action as necessary to cause the Development Agreement to be deposited with the Escrow Agent in accordance with the terms of the Closing Escrow Agreement. ADOPTED on October 22, 2013. AVON URBAN RENEWAL AUTHORITY __________________________________ _______________________________ BY: Rich Carroll, Chairman ATTEST: Virginia Egger, Secretary CERTIFIED: _____________________________ Patty McKenny, Authority Clerk Avon Urban Renewal Authority Resolution No. 13-02 Page 3 of 3 EXHIBIT A: AMENDED CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON) [THIS IS THE SAME VERSION 12 DEVELOPMENT AGREEMENT PRESENTED TO THE AVON TOWN COUNCIL FOR THE OCTOBER 22, 2013 REGULAR MEETING] TOWN OF AVON, COLORADO MINUTES FOR THE URBAN RENEWAL AUTHORITY MEETING FOR SEPTEMBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET URA 13.09.10 Page 1 CALL TO ORDER AND ROLL CALL Chairman Carroll called the meeting to order at 8 PM. A roll call was taken and Board members present were Dave Dantas, Chris Evans, Jennie Fancher, Todd Goulding, Buz Reynolds and Jake Wolf. Also present were Executive Director/Secretary Virginia Egger, Town Attorney Eric Heil, Authority Clerk Patty McKenny, Finance Director Scott Wright, as well as other staff members and the public. APPROVAL OF AGENDA There were no changes to the agenda. PUBLIC COMMENT There were no public comments. WORK SESSION 2014 Mall Improvements – Financing Design Concepts Design Concepts and Process for Design Approval and Completion (Virginia Egger, Town Manager) VE presented memo information about the Avon Road Streetscape and Monument Sign per the memo included in the packet. An update was presented about projects to be included in the capital improvements fund budget for 2014, some of which would be considered in an effort to make improvements for 2015. Staff has been working with Zehren and Associates to create design and cost estimates for these projects related to the railroad bridge façade, Avon monument sign, and the Avon Road streetscape. A tentative schedule for the improvements was also presented. URA Bond Refinancing and Use of Proceeds for Improvements to the Pedestrian Mall (Scott Wright, Finance Director) The memo was reviewed d that provided information about the Avon URA Series 2013 Bonds Cash Flow and Accompanying Report from Stan Bernstein and Associates. There was some discussion about the modeling, interest rates, debt service coverage ratios, need for permanent financing, and any potential prepayment penalties. Chairman Carroll noted support to proceed on this financing and design of the mall improvements. There was a discussion about a point of order noted by Michael Cacioppo about work session vs. evening regular meetings, and the ordering of the agenda to allow for public comments on the matter. Chairman Carroll noted that these items would be discussed again at future meetings. MINUTES FROM JUNE 11, 2013 Board member Evans moved to approve the minutes from June 11, 2013; Board member Dantas seconded the motion and it passed unanimously. TOWN OF AVON, COLORADO MINUTES FOR THE URBAN RENEWAL AUTHORITY MEETING FOR SEPTEMBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET URA 13.09.10 Page 2 There being no further business to come before the Authority, the meeting adjourned at 8:30 PM. RESPECTFULLY SUBMITTED: _________________________________ Patty McKenny, Authority Clerk APPROVED: Rich Carroll ________________________________ Dave Dantas ________________________________ Chris Evans ________________________________ Jennie Fancher ________________________________ Todd Goulding ________________________________ Albert “Buz” Reynolds ________________________________ Jake Wolf ________________________________ TOWN OF AVON, COLORADO MINUTES FOR THE URBAN RENEWAL AUTHORITY MEETING FOR OCTOBER 8, 2013 AVON TOWN HALL, ONE LAKE STREET 1. CALL TO ORDER AND ROLL CALL Chairman Carroll called the meeting to order at 11:15 PM. A roll call was taken and Board members present were Dave Dantas, Chris Evans, Jennie Fancher, Todd Goulding, and Jake Wolf. Buz Reynolds was absent. Also present were Executive Director/Secretary Virginia Egger, Town Attorney Eric Heil, Authority Clerk Patty McKenny, Finance Director Scott Wright, Budget Analyst Kelly Huitt, as well as members of the public. There were brief comments made Town Attorney, Eric Heil, who spoke about “conflict of interest” and “appearances of conflict of interest” as it related to URA decision making, whether or not it would be required to disclose involvement in any future projects. He noted that this meeting’s agenda only addresses a budget discussion that takes no action, thus there would not likely be any reason for a conflict of interest report. Of course with future agenda, the disclosure of such conflict would be required. 2. APPROVAL OF AGENDA There were no changes to the agenda. 3. PUBLIC COMMENT There were no comments. 4. BUDGET WORK SESSION 4.1. Review 2014 URA Budget Recommendation (Scott Wright, Finance Director) There was a review of the 2014 budget presented with the following highlights:  A 2014 budget must be presented by October 15th per the statutes  The entity is recognized as a fund included in the town’s reporting entity  The main sources of revenues is property tax for the URA plan area  It collects taxes but does not levy any mill rates  Staff is currently working on the Vectra bank loan refinancing with an update to occur soon  There is a fund transfer to CIP Fund towards mall improvements  2014 includes debt service  Reducing town center west maintenance subsidy from $275 to $200K There being no further business to come before the Authority, the meeting adjourned at 11:25 PM. RESPECTFULLY SUBMITTED: _________________________________ Patty McKenny, Authority Clerk APPROVED: Rich Carroll ________________________________ Dave Dantas ________________________________ Chris Evans ________________________________ Jennie Fancher ________________________________ Todd Goulding ________________________________ Albert “Buz” Reynolds ________________________________ Jake Wolf ________________________________ TOWN COUNCIL REPORT To: Mayor and Town Council From: Patty McKenny, Asst. town Manager Date: October 15, 2013 Re: Eagle County Collaborative Effort to Raise Funds Locally on Colorado Gives Day (Tuesday, Dec. 10, 2013) Marian McDonough, Catholic Charities, and representatives from various nonprofit groups, would like to present to the Avon Town Council information regarding “2013 Colorado Gives Day”. The Town Council is asked to consider adopting the attached Proclamation that supports Colorado Gives Day on Tuesday, December 10, 2013. According to its supporters this is a statewide day of philanthropy where citizens are encouraged to “Give Where You Live” by logging onto www.GivingFirst.org and investing in local charitable organizations. The third annual Colorado Gives Day takes place midnight to midnight on Tuesday, December 10, 2013. This year, thirty Eagle County-based non-profits will be taking part in Colorado Gives Day on December 10. Those local organizations are: Betty Ford Alpine Gardens, Bravo! Vail, Bright Future Foundation for Eagle County, Can Do Multiple Sclerosis, Eagle River Watershed Council, Eagle River Youth Coalition, Eagle Valley Land Trust, Eagle Valley Child Care Assn, Eagle Valley Humane Society, Early Childhood Partners, Education Foundation of Eagle County, Family Learning Center, Habitat for Humanity of Eagle & Lake Counties, Mountain Valley Horse Rescue, Red Ribbon Project, Roundup River Ranch, Ski and Snowboard Club Vail, SOS Outreach, Swift Eagle Charitable Foundation, The Literacy Project, The Samaritan Center of the Rockers, Inc., United Way of Eagle River Valley, Vail Community Television Corporation, Vail Mountain Rescue Group, Vail Symposium, Vail Valley Charitable Fund, Vail Valley Foundation, Vail Valley Salvation Army, Vail Veterans Program and Walking Mountains Science Center. In addition the following local chapters of Statewide & Regional Organizations: American Red Cross Mile High Region, Colorado West Mental Health/Mind Springs, Catholic Charities-Western Slope. Colorado Gives Day is a project of GivingFirst.org, an online resource created by Community First Foundation that profiles Colorado non-profits and encourages charitable giving within our state. GivingFirst.org provides comprehensive, objective, and up-to-date information about hundreds of Colorado non-profit organizations, along with an on-line donation system to support those organizations. Last year, Colorado Gives Day raised $15 million for Colorado charities in one 24- hour period, and $450,000 locally. OFFICIAL PROCLAMATION Town of Avon, State of Colorado “COLORADO GIVES DAY” WHEREAS, charitable giving in the Town of Avon, Colorado is critical to providing support that local nonprofit organizations need to make our community a desirable place to live; and WHEREAS, research shows an increase in online giving both locally and nationally, and many believe it is the future of philanthropy; and WHEREAS, Community First Foundation and FirstBank have partnered in an effort to increase charitable giving in our community through the online giving initiative Colorado Gives Day; and WHEREAS, Colorado Gives Day in 2012 raised $15 million in a single 24-hour period via online donations at coloradogives.org, a website allowing donors to direct their contributions to one or more of the thirty local, Eagle County, charities featured on the site, making it an ideal resource for facilitating charitable giving to our locally-based nonprofit organizations; and WHEREAS, Colorado Gives Day is December 10 this year, and all citizens are encouraged to participate because all donations, large or small, can make a difference to nonprofits in need. NOW, THEREFORE, BE IT PROCLAIMED BY Mayor Rich Carroll and the Town Council of the Town of Avon, Colorado that December 10, 2013, will be known as Colorado Gives Day in our community. Let this proclamation be entered into the official records of the Town. In Witness whereof, I have hereunto set my hand this 22nd day of October 2013. Town of Avon, Colorado ___________________________________ Rich Carroll, Mayor of Avon Attest: _________________________________ Patty McKenny, Town Clerk Heil Law & Planning, LLC Office: 303.975.6120 2696 South Colorado Blvd., Suite 550 Fax: 720.836.3337 Denver, CO 80222 E-Mail: eric@heillaw.com e-mail: ericheillaw@yahoo.com H EIL L AW TO: Honorable Mayor Carroll and Town Council Members FROM: Eric J. Heil, Town Attorney RE: Village (at Avon) Settlement Implementation: Ordinance No. 13-13 Approving Amendments to Village (at Avon) Development Agreement; Approval of Amended and Restated Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement. DATE: October 18, 2013 SUMMARY: This memorandum provides a supplement and update to the October 11, 2013 memorandum concerning the Development Agreement, Amended and Restated Traer Creek Water Storage Tank Agreement, and the Interim Add-On Retail Sales Fee Services Collection Agreement. Attached to this memorandum are the following documents: • Ordinance No. 13-13 with revisions • Power Point presentation depicting changes to Development Agreement and Amended and Restated Traer Creek Water Tank Agreement • 4 revision pages to the Development Agreement depicting non-substantive revisions to the document provided on October 11, 2013 • Resolution No. 13-28 Approving the Amended and Restated Traer Creek Water Storage Tank Agreement • 8 revision pages to the Amended and Restated Traer Creek Water Tank Agreement ORDINANCE NO. 13-13: Ordinance No. 13-13 approves the amended Development Agreement. This actions is related to several other actions, many of which were approved by Ordinance No. 12-10. The revisions to Ordinance No. 13-13 include the following: • Update to reflect multiple public hearing dates. • Clarifications on revising the Closing Escrow Agreement with regard to Avon Town Council Action to extend the Implementation Date and with regard to approval of revisions to the Closing Escrow Agreement to reconcile this document with the Amended and Restated Tank Agreement. • Clarification that all other approvals in Ordinance No. 12-10 will continue and are not affected by Ordinance No. 13-13. REVISIONS TO AMENDMENTS TO THE DEVELOPMENT AGREEMENT: Attached are revision pages. The only revisions were to correct a cross-reference and to include a parenthetical revision to 6.2(c)(i) for clarification about the treatment of interest on the Deferred Reimbursements. TANK AGREEMENT: The Tank Agreement was revised only slightly for consistency in use of terms and for clarification in a couple instances. The pages with revisions are attached. None of the revisions materially altered the terms of the Tank Agreement as presented in version sent to Council on October 11, 2013. Approval of the Tank Agreement is presented by Resolution. M EMORANDUM & PLANNING, LLC Avon Town Council Amendment to Development Agreement and Tank Agreement October 18, 2013 Page 2 of 2 ADD-ON RETAIL SALES FEE: As of the date and time of preparing this memorandum I have not received comments nor confirmation that the form of the Interim Add-On Retail Sales Fee Collection Services Agreement is acceptable. The form of this agreement as presented to Council with the packet materials on October 11, 2013 is acceptable to me and I recommend Council consider approval of this agreement as presented. CLOSING ESCROW AGREEMENT: The existing Receipt and Escrow Agreement Pertaining to The Village (at Avon) Settlement Implementation (“Closing Escrow Agreement”) will need to be revised to extend the Outside Date as well as updated to reflect some revision to the documents and a change in the release of certain documents to the Authority which will occur when the Tank is accepted by the Authority rather than upon the Implementation Date. Ordinance No. 13-13 provides authorization to review and approve amendments to the Closing Escrow Agreement as necessary to reconcile the Closing Escrow Agreement with the amended terms of the Development Agreement and Tank Agreement. As set forth in Ordinance No. 13-13, approval of an extension to the Outside Date of the Closing Escrow Agreement would occur by separate action of Council and may occur by either resolution or motion. The extension timeframe suggested for Council’s consideration is January 31, 2014 because the bond closing may not occur until January 2, 2014, and if it does not occur by that time, then the end of January Outside Date would allow Council to consider further extension at two regular Council meetings. ACTIONS FOR OCTOBER 22, 2013 MEETING: The following actions are presented for Council’s consideration: 1. Approval of Ordinance No. 13-13 Approving Amendments to the Development Agreement 2. Approval of Resolution No. 13-28 Approving the Amended and Restated Traer Creek Water Storage Tank Agreement 3. Approval by motion of the Interim Add-On Retail Sales Fee Collection Services Agreement 4. Approval by motion of an extension of the Outside Date in the Closing Escrow Agreement. Thank you, Eric Ordinance No. 13-13 Page 1 of 5 Ord No. 13-13 Amendments to Development Agreement Sept. 24Oct. 18, 2013 – FINAL TOWN OF AVON, COLORADO ORDINANCE 13-13 SERIES of 2013 AN ORDINANCE APPROVING AMENDMENTS TO THE CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON). ) WHEREAS, the Town of Avon (“Town”), Traer Creek Metropolitan District (“TCMD”), Traer Creek LLC, Traer Creek-RP LLC, Traer Creek Plaza LLC, EMD Limited Liability Company, Traer Creek-HD LLC, Traer Creek-WMT LLC, (collectively the “Traer Creek Parties”), BNP Paribas (“BNP”) and Eagle County are parties to the consolidated litigation Civil Action No: 2008 CV 385 and Civil Action No: 2010 CV 316, Eagle County District Court (“Litigation”); WHEREAS, on October 7, 2011 Town, TCMD, the Traer Creek Parties, and BNP entered into the Settlement Term Sheet (“Settlement Term Sheet”) in an effort to resolve the Litigation; WHEREAS, the Town of Avon approved an Annexation and Development Agreement for the Village (at Avon) by Ordinance No. 98-17; WHEREAS, the Town of Avon approved the First Amendment to the Annexation and Development Agreement by Ordinance No. 01-16, the Second Amendment to the Annexation and Development Agreement by Ordinance No. 03-08, and the Third Amendment to the Annexation and Development Agreement by Ordinance No. 04-17; WHEREAS, the Town approved the Consolidated, Amended, and Restated Annexation and Development Agreement (“Development Agreement”) by Ordinance 12-10; WHEREAS, the Upper Eagle River Water Authority is not able finance and construct the Traer Creek Water Storage Tank in accordance with the terms of the Water Tank Agreement due to changes in circumstances, including but not limited to increases in interest rates and changes to the design of the Water Tank Project; WHEREAS, TC-RP has offered to provide private financing and to construct the Water Tank pursuant to the terms of an amended Water Tank Agreement and subject to reimbursement by Traer Creek Metropolitan District; WHEREAS, the Town Council previously approved the Receipt and Escrow Agreement Pertaining to the Village (at Avon) Settlement Implementation (“Closing Escrow Agreement”), which set forth terms for the execution, deposit, recording, effectiveness and potential voiding of documents, including the Development Agreement; WHEREAS, the Town of Avon may generally act by ordinance to approve agreements and acceptance of property conveyed to the Town pursuant to Avon Town Charter Section 6.1; Page 2 of 5 Ord No. 13-13 Amendments to Development Agreement Sept. 24Oct. 18, 2013 – FINAL WHEREAS, the Town Council conducted a public hearinghearings on September 24, 2013 and October 22, 2013 at the Avon Town Hall in accordance with Sections 6.5(d) and (e) of the Avon Home Rule Charter; and WHEREAS, the Town Council finds that approval of this Ordinance will approve the terms of private financing by TC-RP for the Traer Creek Water Storage Tank and will enable settlement to be finalized and will thereby promote the preservation of the public health and safety of the people of the Town of Avon. 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 the Town Council. Section 2. Approval of Development Agreement. The Development Agreement Version [VERSION TO BE SPECIFIED]12, is hereby approved and shall replace and supersede the version Development Agreement approved by Ordinance No. 12-10. The Mayor and the Town Clerk and their respective designees are authorized to execute the Development Agreement, attached hereto as Exhibit A, and are authorized to take such as action as necessary to cause the Development Agreement to be deposited with the Escrow Agent in accordance with the terms of the Closing Escrow Agreement. Section 3. Effectiveness of Development Agreement. The effectiveness of the Development shall be contingent upon and subject to the conditions stated in this Section 3, and at such time that any condition in this Section 3 fails prior to the Implementation Date this Ordinance and the approval of Development Agreement shall become automatically null and void, such conditions are stated as follows: A. Compliance with the terms of the Closing Escrow Agreement, including occurrence of the Implementation Date as such date may be extended by the terms and procedures of the Closing Escrow Agreement. B. Implementation and imposition of the Add-On Retail Sales Fee as defined in the Development Agreement by November 1, 2013 regardless of the Effective Date of the Development Agreement, along with remittance of the total amount of such Add-On Retail Sales Fee to the Town, and the imposition, collection and remittance to Town of such Add-On Retail Sales Fee shall continue from November 1, 2013 until the Implementation Date, in accordance with applicable agreements and procedures for imposition, including but not limited to the Second Amendment to Declaration of Covenants for The Village (at Avon) Commercial Areas, First Amendment to the Declaration of Covenants for The Village (at Avon) Mixed Areas and the Add-On Retail Sales Fee Services Collection Agreement, and such Add-On Retail Sales Fee shall continue on and after the Implementation Date as set forth in the Development Agreement. Page 3 of 5 Ord No. 13-13 Amendments to Development Agreement Sept. 24Oct. 18, 2013 – FINAL C. Approval by the Avon Town Council of a revised Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement (“Water Tank Agreement”), including approval of the Pledge Agreement as an exhibit to the Water Tank Agreement, which Water Tank Agreement with exhibits include terms and definitions that are essential to and cross-referenced in the Development Agreement on or prior to the Implementation Date as defined and as may be extended in the Closing Escrow Agreement. Section 4. Revisions to the Closing Escrow Agreement. The approval of the Closing Escrow Agreement in Section 2 of Ordinance No. 12-10 is hereby modified as follows: (a) Council may approve an extension of the Implementation Date by motion or resolution and with such conditions as Council deems appropriate. (b) The Town Manager and Town Attorney are authorized to approve revisions and amendments to the Closing Escrow Agreement that are necessary to reconcile the terms, the list of documents identified for deposit and instructions for the release of documents as set forth in the Closing Escrow Agreement with the amended Development Agreement and Amended and Restated Tank Agreement. Section 5. Ordinance No. 12-10 Not Effected. Other than the approval of the amended Development Agreement, the conditions for effectiveness of the amended Development Agreement and the authorization for extension and revisions to the Closing Escrow Agreement, all other actions and approvals of the Town Council as set forth in Ordinance No. 12-10 shall remain in full force and effect according to the terms and conditions of such action and approvals set forth therein. Section 4.Section 6. 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 5.Section 7. Severability. No provision of this Ordinance shall be severable. If any provision of this Ordinance is for any reason held to be invalid, such invalidity shall affect the entirety of this Ordinance, and all documents and exhibits to documents approved by this Ordinance, and shall render the entire Ordinance invalid, without and void ab initio. Section 6.Section 8. Effective Date. This Ordinance shall take effect on the day after the last day that a petition for referendum can be submitted to the Town as set forth in Section 8 below, in accordance with Section 6.4 of the Avon Home Rule Charter. Notwithstanding the foregoing, the effectiveness of this Ordinance, or any of the instruments approved hereby, shall not be recorded against, be binding upon, benefit or burden the property known as The Village (at Avon) or be binding upon any party until the occurrence, if any, of the Implementation Date in accordance with the terms of the Closing Escrow Agreement. Page 4 of 5 Ord No. 13-13 Amendments to Development Agreement Sept. 24Oct. 18, 2013 – FINAL Section 7.Section 9. Safety Clause. The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The Town Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Section 8.Section 10. Publication by Posting. The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. The Town Clerk is further ordered to publish a notice stating a vested property right has been created in accordance with Section. 7.16.140(d)(2) of the Avon Municipal Code. Section 9.Section 11. Right of Referendum. The right of referendum shall run thirty (30) days from the date of publication of the notice that a vested property right has been granted in accordance with Section 7.16.140(d)(2)(iii) of the Avon Municipal Code. [execution page follows] Page 5 of 5 Ord No. 13-13 Amendments to Development Agreement Sept. 24Oct. 18, 2013 – FINAL INTRODUCED, APPROVED, PASSED ON FIRST READING AND ORDERED POSTED on September 17, 2013 and a public hearing on this ordinance shall be held at the regular meeting of the Town Council on September 24, 2013, at 5:30 P.M. in the Council Chambers, Avon Municipal Building, One Lake Street, Avon, Colorado. ____________________________ Rich Carroll, Mayor Published by posting in at least three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Patty McKenny, Town Clerk Eric Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on September 24October 22, 2013. ____________________________ Rich Carroll, Mayor Published by posting by title in at least three public places in Town and posting by title at the office of the Town Clerk. ATTEST: __________________________ Patty McKenny, Town Clerk Traer Creek-RP Water Tank Financing Proposal Presentation Traer Creek-RP Water Tank Financing Proposal The Village (at Avon) Settlement Implementation Avon Town Council meeting October 22, 2013 Background: • Settlement Term Sheet signed October 7, 2011 o Included Terms for Construction of Traer Creek Water Storage Tank o Water Authority: Bond, Bid, Construct – Tank & Road o Bonds repaid by TCMD “Pledge”: $500k/year for 30 yrs. o Water Authority ends moratorium on new taps • Ordinance No. 12-10: November 7, 2012 Approved: Development Agreement, PUD Guide, Closing Escrow Agreement other documents • Resolution No 12-29 - December 11, 2012 Approved: Water Storage Tank Agreement Avon Town Council meeting - October 22, 2013 2012 Traer Creek Water Storage Tank Agreement Parties: Traer Creek LLC, Traer Creek-RP LLC, Upper Eagle River Water Authority, Town of Avon, Traer Creek Metropolitan District 1997 Water Service Agreement Parties: EMD LLC, Eagle-Vail Metropolitan District, Upper Eagle River Water Authority, (Town of Avon), (Traer Creek Metropolitan District) • Original agreement for water service from the Authority • Required construction of a Water Storage Tank to serve Village (at Avon) development • Obligation to construct Tank was assigned to TCMD in 2001 • Amends Sec. 2(b) of Water Service Agreement regarding conveyance of water rights [deed rather than lease] • Amends Sec. 5 of Water Service Agreement concerning construction of Water Storage Tank • TCMD to pledge $500k per year for 30 years [$15 million total pledge] • Water Authority to bond/bid/construct Water Storage Tank • Water Authority to rescind moratorium on new Water Taps Avon Town Council meeting - October 22, 2013 2012 Tank Agreement Financing Arrangement: Avon Town Council meeting - October 22, 2013 Re v e n u e s Public Improvement Companies Impose PIC Fees (same amount as Avon tax) Avon Provides Tax Credit No Revenues Received; Obligation to Pay for Water Tank is not a General Obligation of Town Village Metro District Imposes Property Tax (Currently 50 mills) Traer Creek Metro District Pledges $500k per year for 30 years Water Authority issues bonds to construct Water Tank using TCMD $500k Pledged Revenues for bond repayment Combined TCMD Revenues BNP Paribas Agrees to Subordinate Right to Revenues to allow first $500k per year to be Pledged to Authority. Remaining revenues go to 2013 Reissue Bond repayment Revenues minus $500k pledge $500k per y e a r August 2013: TC-RP Tank Financing Proposal: • Due to increase in interest rates and cost of Tank & Road bids, the total cost rises to $9,000,000: The $500k/30 years Pledge is insufficient to cover debt, interest + principal • TCMD: - redesigned the Road alignment - directly negotiated contracts for Road & Tank & Water Tank Site Prep construction - Total Cost of Project reduced to $7.2 Million. • Development Agreement and Water Tank Agreement must be amended to incorporate the terms, obligations and rights of the TC-RP Tank Financing proposal. Avon Town Council meeting - October 22, 2013 Avon Town Council meeting - October 22, 2013 Development Agreement Amendments Financing and Repayment of Water Tank Terms Tank Project Costs $7.2 Million Deferred Reimbursement Interest on Deferred Reimbursement • $7.2 Million cost defined. If Tank Project cost exceeds $7.2 Million then TCMD will not have any obligation to reimburse TC-RP and Credit PIF Revenues shall not be used to reimburse TC-RP. The $7.2 Million shall be repaid by pledge of $500k per year for 30 years. • Deferred Reimbursement is the difference of annual payments TC-RP would have received at the Additional Developer Advance interest rate (approximately 9.1%) and 5.673%. Deferred Reimbursement to be paid as Additional Developer Advance or with Non-Credit PIF Revenues NOTE: TCMD has the right to refinance the $7.2 Million (i.e. reimburse TC-RP). If the Water Tank Project financing is refinanced on the day that the Tank is accepted by the Authority, then the total amount of reimbursement is $7.2 Million (i.e. there is no Deferred Reimbursement or interest on Deferred Reimbursement). Interest does not accrue until Tank Project is accepted by Authority. • The outstanding accrued balance of the Deferred Reimbursement shall bear interest at terms determined between TC-RP and TCMD and paid with Non-Credit PIF Revenues. TC-RP agrees to advance $7.2 Million. TC-RP to be repaid as follows: 2013 Traer Creek Water Storage Tank Agreement Parties: Traer Creek LLC, Traer Creek-RP LLC, Upper Eagle River Water Authority, Town of Avon, Traer Creek Metropolitan District 1997 Water Service Agreement Parties: EMD LLC, Eagle-Vail Metropolitan District, Upper Eagle River Water Authority, (Town of Avon), (Traer Creek Metropolitan District) • Original agreement for water service from the Authority • Required construction of a water storage tank to serve Village (at Avon) development • Obligation to construct tank was assigned to TCMD in 2001 • Amends Section 2(b) regarding conveyance of water rights [deed rather than lease] SAME • Amends Section 5 concerning construction of water storage tank SAME • TCMD pledges $500k per year for 30 years [$15 million total pledge] SAME • TCMD agrees to additional future payments for Deferred Reimbursement and Interest on Deferred Reimbursement NEW • TC-RP finances and constructs water storage tank by June 30, 2015 NEW • Authority rescinds moratorium on water service SAME with financial security for completion of Water Tank NEW Avon Town Council meeting - October 22, 2013 New 2013 Tank Agreement Financing Arrangement: Avon Town Council meeting - October 22, 2013 Re v e n u e s Public Improvement Companies Impose PIC Fees (same amount as Avon tax) Avon Provides Tax Credit (No Revenues Received, Obligation to Pay for Water Tank is not a General Obligation of Town) Village Metro District Imposes Property Tax (Currently 50 mills) Traer Creek Metro District Pledges $500k per year for 30 years TCMD has right to refinance $7.2 Million Traer Creek-RP Provides financing to construct Water Tank. Has the right to reimbursement from TCMD Pledged Revenues as well as additional payment of Deferred Reimbursement and interest on Deferred Reimbursement Combined TCMD Revenues BNP Paribas Agrees to Subordinate Right to Revenues to allow first $500k per year to be Pledged to Authority. Remaining revenues go to 2013 Reissue Bond repayment Revenu e s m i n u s $500k p l e d g e $500k per y e a r Future Pa y m e n t s for Deferred Rei m b u r s e m e n t s a n d Interest on Defe r r e d R e i m b u r s e m e n t s Avon Town Council meeting - October 22, 2013 Development Agreement Amendments Sections 5.5(b), 6.2(ii), 6.2(iv), 6.9(c) Sec. 5.5(b)(ii) Sec. 5.5(b)(iii) Sec. 5.5(b)(iv)(A) Sec. 5.5(b)(iv)(B)1 Sec. 5.5(b)(iv)(B)2 • $7.2 Million will be repaid by pledge of $500k per year for 30 years. SAME as Settlement Term Sheet. This repayment is simple interest at 5.673%. 1st Payment Priority. SAME • TC-RP is also entitled to “Deferred Reimbursement” which is defined as the difference between the annual payment due at the Additional Developer Advance rate (approximately 9.1%) and the 5.673%. NEW, but use of Additional Developer Advance is the SAME. • Deferred Reimbursement will be repaid as an “Additional Developer Advance”. Deferred Reimbursement counts against the $96 Million Credit PIF Cap. NEW • TC-RP may elect repayment of Deferred Reimbursement with Non- Credit PIF Revenues. If so, then Deferred Reimbursement will not count against the $96 Million Credit PIF Cap. NEW • Interest on Deferred Reimbursement can only be paid with Non-Credit PIF Revenues. Interest on Deferred Reimbursement will not count against the $96 Million Credit PIF Cap. NEW Avon Town Council meeting - October 22, 2013 Development Agreement Amendments Sections 5.5(b), 6.2(ii), 6.2(iv), 6.9(c) Sec. 6.2(ii) Sec. 6.2(iv) • $7.2 Million will count against the Credit PIF Cap. NOTE: the existing Development Agreement states that approximately $9 Million would count against the Credit PIF Cap because this was the estimated project cost when the Settlement Term Sheet was executed. Sec. 6.2 sets forth the permitted use of the Credit PIF Revenues as well as defined which amounts count against the $96 Million Credit PIF Cap and which amounts do not count against Credit PIF Cap. • This section is revised to acknowledge that Deferred Reimbursements may occur for 30 years (i.e. 2014 – 2044) which would result in payments accruing as Additional Developer Advances after 2040. 2040 is the cut-off date to issue any remaining Supplemental Bonds/ Additional Developer Advances with the exception of Deferred Reimbursements. Avon Town Council meeting - October 22, 2013 Development Agreement Amendments Sections 5.5(b), 6.2(ii), 6.2(iv), 6.9(c) Sec. 6.9(c) TC-RP agreed to clarification that other legally permissible uses of District Revenues are subject to the priority utilization of District Revenues set forth in Section 6.9(b). Sec. 6.9 sets forth the priority use of District Revenues. “District Revenues” includes all revenues of all Districts in the Village (at Avon). Sec. 6.9(b) Priority Use of District Revenues defines the priority of payments. Annual Debt Service Obligation i.e. Pledge of $500k per year Allowed O&M Expense 2013 Bond Reissue – then deferred BNP Letter of Credit Fees – then prepayment of 2013 Bond Reissue Supplemental Bonds/ Additional Developer Advances ($17.5-24.3M) Avon Cure Payments (if any) Avon Receivable ($3.5M) Past Developer Advances ($12.4M) Credit PIF Revenues – Escrow for Capital Projects Non-Credit PIF Revenues – Other Lawful Purposes Avon Tax Credit Probably Ends Here Can be used for repayment of Deferred Reimbursement and interest on Deferred Reimbursement Deferred Reimbursements are repaid as Additional Developer Advances unless TC-RP elects repayment with Non-Credit PIF Revenues Section 6.9(b) Priority Use of District Revenues Amended Development Agreement Revision Pages \\dnidx01\users\mlayer\home\Desktop\v12 from Oct 11 email.docx 39 1044033.12 (i) $52,100,000 (FIFTY TWO MILLION ONE HUNDRED THOUSAND DOLLARS), which is the original amount of the TCMD bonds refunded pursuant to the 2013 Bond Reissue. (ii) $7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), which is the Net Proceeds of the Tank Project Financing in accordance with Section 5.5(b)(ii). (iii) The Net Proceeds of the Past Developer Advances in the amount stated in Exhibit E. (iv) To the extent issued on or before January 1, 2040: (A) the Net Proceeds of Supplemental Bonds (including Master Developer contributions to the Asphalt Overlay Account only to the extent reimbursable from Credit PIF Revenues); and (B) the amount of any Deferred Reimbursements that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) (any such amounts that arise pursuant to clause (2C) of Section 5.5(b)(iviii) being expressly included herein notwithstanding that such amounts may arise after January 1, 2040). (v) Capital Project Costs that the Districts fund directly from Credit PIF Revenues budgeted and appropriated for such purpose. (c) Non-Cap Amounts. The following costs (collectively, the “Non-Cap Amounts”) are payable from Credit PIF Revenues but do not count against the Credit PIF Cap: (i) Payments of interest and other Bond Requirements incurred with respect to Cap Amounts (but excluding interest on Deferred Reimbursement amounts that are and Additional Developer Advance, which interest is payable only as a Non-Credit PIF Revenue Reimbursement in accordance with the terms, conditions and limitations of Section 5.5(b)(iv)(B)2) and any principal of bond obligations included as District Debts which is in excess of the Cap Amounts. (ii) Except as otherwise provided in Section 6.12, the principal amount and Bond Requirements of any refunding bonds or other debt instruments issued to repay, refund and/or defease, in whole or in part, the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b). (iii) The Avon Receivable and any refunding thereof. (iv) The principal amount and interest of Town cure payments, if any, pursuant to Section 6.13, and any refunding thereof. (v) Deferred Amortization, and any refunding thereof. (vi) Contributions by TCMD and/or VMD to the Asphalt Overlay Account. (vii) The Base O&M Costs. \\dnidx01\users\mlayer\home\Desktop\v12 from Oct 11 email.docx 53 1044033.12 (d) Continuation of Priority of Use. If VMD and/or TCMD issue any form of replacement or refunding bonds for the 2013 Bond Reissue and/or issues Supplemental Bonds, VMD and/or TCMD, as applicable, shall cause the pertinent documentation executed in connection therewith to incorporate the general prioritization set forth in Section 6.9(b). The Town shall have the right to review and approve such documentation at least forty-five (45) days prior to issuance of such replacement or refunding bonds for the limited purpose of confirming conformance with the general prioritization set forth in Section 6.9(b). 6.10 Supplemental Bonds. If one of more of the Districts issue Supplemental Bonds on or before January 1, 2040 (or incur any Deferred Reimbursements obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) and which arise pursuant to clause (2C) of Section 5.5(b)(iviii), notwithstanding that such obligations may be incurred after January 1, 2040), such District(s) shall continue to receive Credit PIF Revenues until expiration of the Term. If the Districts have not issued Supplemental Bonds prior to January 2, 2040: (i) the Town shall have no further obligation with respect to any unissued Supplemental Bonds capacity (other than with respect to Deferred ReimbursementsReimbursement obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) and which arise pursuant to clause (2C) of Section 5.5(b)(iviii), notwithstanding that such obligations may be incurred after January 1, 2040); (ii) the Tax Credit shall be maintained in effect until all District Debts payable from Credit PIF Revenues and outstanding as of January 2, 2040 (and, if applicable, all Deferred Reimbursements payable pursuant to Section 5.5(b)(iv)(A)), are fully paid and the Term expires as provided in Section 6.1(b); and (iii) the District(s), as applicable, shall be entitled to retain and utilize all Credit PIF Revenues they have received prior or subsequent to January 2, 2040 (or, as applicable, prior or subsequent to January 2, 2040, with respect to Deferred Reimbursements payable pursuant to Section 5.5(b)(iv)(A)), for servicing District Debts or direct payment of Capital Project Costs. The applicable District shall make commercially reasonable efforts to obtain the lowest cost of borrowing when issuing Supplemental Bonds. The applicable District may issue Supplemental Bonds (other than Additional Developer Advances) at fixed interest rates without the Town’s consent so long as the interest rate for such bonds does not exceed the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the Supplemental Bonds being issued, for Baa investment grade fixed interest rate bonds plus 150 basis points. The issuance of Supplemental Bonds (other than Additional Developer Advances) which bear interest at a fixed rate higher than that set forth in the preceding sentence, or which are variable rate bonds, shall require the prior written consent of the Parties. 6.11 Replacement Bonds. Subject to any applicable terms and conditions of the 2013 Reissue Documents, on or after the Effective Date the Districts shall have the ongoing right to issue Replacement Bonds to extinguish, replace, refund or defease Past Developer Advances. The principal amount of the Past Developer Advances being extinguished, replaced, refunded or defeased by such Replacement Bonds shall be deducted from and reduce the amount counted against the Credit PIF Cap. The principal amount of the Replacement Bonds shall not exceed $12.4 million without the Town’s prior written approval, and the interest rate of such Replacement Bonds shall bear a lower interest rate than such Past Developer Advances. For the purposes of determining the maximum allowable interest rate of Replacement Bonds, the interest rate of Past Developer Advances which are extinguished, replaced, refunded or defeased with Replacement Bonds (but excluding from such calculation those Past Developer Advances with respect to which F-2 1044033.5 1044033.12 contributions to the Asphalt Overlay Account pursuant to Section 6.6(a)(iv) shall be construed to be Additional Developer Advances only to the extent reimbursable from a District using Credit PIF Revenues. 7. Add-On PIF means that portion of the Public Improvement Fees with respect to which the Tax Credit does not apply or attach. As of the Effective Date, the Add-On PIF consists only of the Add-On RSF, although the PICs may, in accordance with the PIF Covenants, elect in the future to impose the Add-On PIF on other types of transactions and/or at a rate in excess of the Add-On RSF rate required by this Development Agreement. 8. Add-On PIF Revenues means the gross revenues actually collected from imposition of the Add-On PIF in accordance with the PIF Covenants, which may consist of Add-On RSF Revenues, Municipal Payments and other revenues derived from imposition of the Add-On PIF on transactions other than retail sales that are Taxable Transactions or at rates in excess of the Add-On RSF rate. 9. Add-On RSF means the imposition of the Add-On PIF only to retail sales transactions that are Taxable Transactions at the rate set forth in Section 6.4(b) and in accordance with the terms and conditions of the Financing Plan. 10. Add-On RSF Collection Agent means Special District Management Services, Inc., or any successor entity engaged from time to time, to administer the collection and distribution of the Add-On RSF Revenues on behalf of the PICs. 11. Add-On RSF Collection Services Agreement(s) means one or more agreements entered into from time to time by and among the PICs, the Town and the Add-On RSF Collection Agent providing for the administration, collection and distribution of the Add-On RSF Revenues. 12. Add-On RSF Revenues means the gross revenues actually collected from imposition of the Add-On RSF in accordance with Section 6.5, a portion of which shall be Municipal Payments to be remitted to the Town during the Term as set forth in Section 6.5 and the remainder of which (including any such revenues the PICs continue to collect after the Term) shall be utilized for other lawful purposes otherwise authorized by the PIF Covenants. 13. Allowed O&M Expenses means the amount of District Revenues to be remitted to and retained by TCMD in each calendar year during the Term for payment of: (i) TCMD’s annual contribution to the Asphalt Overlay Account; (ii) the Annual Debt Service Obligation; and (iii) the Annual Base O&M Amount. For each full calendar year during the Term, the Allowed O&M Expenses shall be: (A) for calendar years 2014 through 2018, $1,000,000 (One Million Dollars); (B) for calendar year 2019 and each subsequent calendar year including the calendar year in which the Town assumes sole responsibility for all costs of asphalt overlays in accordance with Section 6.6(b), $1,025,000 (One Million Twenty-Five Thousand Dollars); and (C) for each calendar year after the year in which the Town assumes sole responsibility for all costs of asphalt overlays in accordance with Section 6.6(b), $950,000 (Nine Hundred Fifty Thousand Dollars) per year. 14. Annual Base O&M Amount means $460,000 per year for each of calendar years 20132014 through 2017,2018, and $450,000 per calendar year for each calendar year thereafter. F-12 1044033.5 1044033.12 par value of $12.4 million in principal; and (iv) do not result in an increase of, or count against, the Credit PIF Cap. 98. Retail Sales Fee means the Credit PIF imposed pursuant to the PIF Covenants on retail sales transactions occurring within the Project which, subject to application of the Tax Credit, are Taxable Transactions and, pursuant to Section 6.4(a)(iv), shall be imposed on the use of building materials within the Project to the extent the Town in the future enacts a municipal use tax on building materials. 99. Revocable License Agreement means that certain Revocable License Agreement for Snow Storage executed concurrently with the Effective Date by and among EMD-CM LLC, a Colorado limited liability company, TC-RP (such entities being assignees of Master Developer’s rights pursuant to Section 3.7(b)) and the Town, with respect to the rights and obligations of the parties thereto regarding the use of Planning Area B (i.e., Lot 2, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date)) for snow storage. 100. Sanitation District means the Eagle River Water & Sanitation District. 101. School Sites Dedication has the meaning set forth in Section 3.7(a). 102. Section refers to a numbered section of the Development Agreement, unless otherwise stated. 103. Service Plan(s) means, individually or collectively as the context dictates and as have been or may be amended from time to time, the Service Plan(s) for TCMD and VMD, each dated August 25, 1998, and approved by the Town Council in accordance with Part 2, Article 1, Title 32, C.R.S., together with any other service plan(s) that Town Council may approve for such additional District(s) as may be organized for the Project in the future. 104. Settlement Term Sheet has the meaning set forth in Recital H. 105. Site has the meaning ascribed to such term in the PUD Guide. 106. Site Specific Development Plan means a “site specific development plan” as defined in the Vested Property Rights Statute, but for avoidance of doubt shall not be construed to include a preliminary plat, a grading permit, a building permit, or the continuation of a temporary use beyond the term contemplated therefor in the approval. 107. Supplemental Bonds means additional financial obligations of one of more of the Districts in a cumulative amount up to the portion of the otherwise unfunded portion of the Credit PIF Cap (including bonds issued by one or more Districts and/or Additional Developer Advances) issued at any time during the period commencing on the Effective Date and continuing through and including January 1, 2040 (expressly including, however, and notwithstanding that such obligations may be incurred after January 1, 2040, Deferred Reimbursement obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) and which arise pursuant to clause (2C) of Section 5.5(b)(iviii)): (i) which are payable in whole or in part from Credit PIF Resolution 13-28 Approving Amended and Restated Traer Creek Water Storage Tank Agreement Res. 13-28 Approving the Amended and Restated Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement 13-10-18 ejh TOWN OF AVON RESOLUTION NO. 13-28 Series of 2012 A RESOLUTION APPROVING THE AMENDED AND RESTATED TRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT WHEREAS, on October 7, 2011 Traer Creek Plaza, LLC (“TCP”) , the Town of Avon, and other parties entered into the Settlement Term Sheet (“Settlement Term Sheet”) in an effort to resolve pending litigation Nos. 2008 CV 385 and 2010 CV 316, Eagle County District Court; WHEREAS, the Settlement Term Sheet set forth terms concerning the financing and construction of the Traer Creek Water Storage Tank; and, WHEREAS, the Avon Town Council approved the Receipt and Escrow Agreement Pertaining to The Village (at Avon) Settlement Implementation by Ordinance No. 12-10 which set forth various terms concerning the execution and deposit of documents and agreements into escrow and the effectiveness or voiding of such documents and agreements. NOW, THEREFORE BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, that the Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement, attached hereto as Exhibit A, is hereby approved by the Town of Avon, and that the Mayor, Town Manager and Town Attorney are hereby authorized to collectively review and approve the completion of blanks in the document, revisions to correct typos, grammatical errors, cross-references and definitions, completion or revision of exhibits, and other revisions to the agreement and exhibits which do not constitute substantive changes to the terms of the agreement which are material to the Town of Avon’s interest. ADOPTED OCTOBER 22, 2013 TOWN COUNCIL ATTEST: By:_________________________________ By:________________________________ Rich Carroll, Mayor Patty McKenny, Town Clerk APPROVED AS TO FORM: By:_________________________________ Eric J. Heil, Town Attorney Amended and Restated Traer Creek Water Storage Tank Agreement Revision Pages {00352651.DOC /} 3 • those water lines, electric lines and other utilities required to be installed and connected to provide service to the Tank Site and to connect the Storage Tank to existing water lines, electrical lines and related utilities. WHEREAS, the Authority undertook and performed the following services in accordance with the terms and conditions of the 2012 Tank Agreement: • coordinated preparation of the Bid-Ready Plans; and • made application for required permitting from the Colorado Department of Public Health and Environment and the U.S. Army Corps of Engineers for construction of the Tank Project in accordance with the Bid-Ready Plans; and • completed a public bidding process for construction of the Tank Project in accordance with the Bid-Ready Plans; and • completed required preparations through its bond counsel, including the negotiation and completion of the Pledge Agreement, for financing the construction of the Tank Project in the name of and under the Authority’s credit through the sale of its Tank Project Bonds. WHEREAS, the Authority was unable to award construction contracts for the Tank Project because sufficient funding would not have been available to the Authority from the $500,000 annual Pledge Amount provided for in the 2012 Tank Agreement; efforts by the Authority, TCMD, TCLLC and TCRP to reduce the costs were not sufficient to close the funding gap that existed and the Authority’s Board of Directors has now authorized the issuance of a notice of rejection of all Bids received, termination of all preparations for the Authority to issue bonds to finance the Tank Project, and close-out of all contracts and release of all contractors and consultants previously utilized by the Authority for the Engineering & Design Work for the Tank Project; and WHEREAS, TCRP has requested that all responsibility for completion of the Tank Project be transferred to it, including finalization of the plans and specifications to construct an alternative Access Road as designed at its request by Marcin Engineering and making such modifications to the facilities to be constructed on the Tank Site as necessary to accommodate the “Realigned Access Road;” funding and /or financing all of the construction costs without any contributions from the other Parties; obtaining all necessary permits for construction of the Tank Project; and contracting for completion of the construction of the Tank Project with contractors that TCRP determines are capable of completing the Tank Project by June 30, 2015, subject to approval by the Authority of all final plans and specifications for the Tank Project, specifically including any and all modifications to the Bid-Ready Plans completed by the Authority, inspection and testing of the facilities constructed as determined to be necessary by the Authority, and Final Acceptance of the Storage Tank and improvements on the Tank Site, together with the water main and related utilities and appurtenances necessary to make the Tank operational and functional within the Authority’s regional water distribution system, all in {00352651.DOC /} 6 b. Section 5 as it provides for construction of the Storage Tank. 3. Bid-Ready Plans. a. TCMD and the Authority executed and delivered the Agreement for Payment of Costs of Water Storage Tank Design, dated March 2, 2012, attached as Exhibit C to the 2012 Tank Agreement (the “Design Costs Agreement”), together with three (3) Addendums thereto effective on December 20, 2012, January 31, 2013 and March 2, 2013. Pursuant to the Design Costs Agreement and the Addendums thereto and subject to the terms and conditions thereof, TCMD transferred to the Authority the total sum of $211,585.00. Using such funds, the Authority contracted for and caused completion of the Bid Ready Plans. As of July 10, 2013, the Authority had expended all of the funds provided by TCMD in the amount of $196,585.00 in accordance with the terms of the Design Costs Agreement, as amended. b. Pursuant to the terms of the First Addendum, TCMD provided $15,000.00 “to pay costs incurred by the Authority for the engineering of a mechanically stabilized earth retention wall using soil nail techniques (“Additional Improvements”) at the site on which the Storage Tank will be constructed (“Additional Engineering & Design Work”).” This Work was completed by the Authority at a cost of $4,294.00 which has been expended by the Authority from the Restricted Account for the purposes described above. The Authority shall retain the remaining $10,706.00 which it holds in this Restricted Account to pay a portion of the remaining unpaid expenses for the Engineering and Design Work as incurred by the Authority in the amount of $36,831.22. c. Authority hereby waives all rights, if any, it had under the 2012 Tank Agreement to reimbursement for its costs incurred in obtaining completion of the Bid Ready Plans. d. TCMD hereby waives all rights it had, if any, under the 2012 Tank Agreement to reimbursement for its expenses, specifically including, but limited to the $215,585.00 it advanced for completion of the Bid-Ready Plans. e. In consideration of and in complete satisfaction of the funds so advanced by TCMD, the Authority shall assign to TCMD or its designee, without any representations or warranty, all of its right, title and interest in the Bid-Ready Plans and any and all work product resulting therefrom. TCMD agrees to re- assign the Bid-Ready Plans to the Authority on January 2, 2016 on the same basis if the Tank Project has not been completed or if for any reason Construction Acceptance of the Storage Tank by the Authority has not occurred by such date as hereinafter provided. {00352651.DOC /} 10 8. Moratorium. For a number of years the Authority has imposed a moratorium upon further water service within the Property. From and after recording of the Water Instruments, and formal delivery to the Escrow of the Special Warranty Deed to the Tank Site and the Easement Agreement to be held in Escrow pending completion of the Storage Tank and Construction Acceptance by the Authority: a. the moratorium shall be rescinded on the Implementation Date by Resolution adopted by the Board of Directors of the Authority, effective uponprovided that delivery to Escrow has been completed of fully executed construction contracts, Performance and Payment Bonds in amounts equal to the contract amount, for each contractor for the Tank Project between TCMD and/or TCLLC or TCRP and each contractor, together with a deposit to the Escrow in the amount of $ < TBD > , (the “Tank Escrow Amount”), that is sufficient to pay 100% of the costs of construction of the Storage Tank, the MSE retaining walls on the Tank Site and all of the costs for materials and installation of the water main to the Storage Tank, properly connected to the Authority’s water distribution system, tested and made operational; and b. the Escrow Agent is hereby instructed to open an account in the name of the Escrow Agent in a regulated financial institution with its home office in the United States of America as selected by the Escrow Agent to which the full Tank Escrow Amount shall be transferred and deposited by or for TCLLC or TCRP (“Tank Escrow Account”) under the sole control of the Escrow Agent; and Escrow Agent is hereby authorized to make all cash disbursements therefrom by checks drawn by the Escrow Agent sufficient to make all disbursements for progress payments and final payments to any contractor or subcontractor for TCMD, TCLLC or TCRP for work performed that has been inspected and approved by the Authority and approved for payment by Marcin Engineering; if any change orders are approved or cost increases occur which increase the amount of the payments required in excess of the Tank Escrow Amount, TCMD, TCCLC or TCRP shall transfer and deposit to the Tank Escrow Account funds sufficient for the Escrow Agent to make all progress and final payments for the work on the Tank Site and the water main serving the Tank; or, in the alternative, TCMD, TCLLC or TCRP may provide, in lieu of a deposit to the Tank Escrow Account or in addition to a minimum cash deposit of $3,250,000.00, an irrevocable letter of credit (“ILOC”) from a USU.S. financial institution with an office or offices in Colorado in an amount equal to the Tank Escrow Amount provided above, or equal to the difference between the Tank Escrow Amount and $3,250,000.00, which authorizes the Escrow Agent as the named beneficiary of the ILOC, in its sole and absolute discretion, authority to draw upon the ILOC in such amounts as are necessary to make all progress and final payments for the work on the Tank Site and the water main serving the Storage Tank; the expiration date for any ILOC so provided shall not be earlier than January 5, 2016; the Escrow Agent is hereby authorized to draw first on the ILOC to make progress payments up to the full amount of the ILOC before disbursing any portion of the cash in the Tank Escrow Account; and {00352651.DOC /} 12 j. if TCMD and/or the Developer Affiliates fail to deliver a completed Storage Tank, pipeline and all necessary appurtenances for an operational water storage tank for “Construction Acceptance” (in accordance with the Requirements of Chapter 9 of Appendix C to the Rules and Regulations of the Authority) and operation by the Authority on or before June 30, 2015, the Authority may either extend the deadline for Construction Acceptance by the Authority if it is satisfied that reasonable progress has been and is being made in correcting any deficiencies that have been identified by the Authority, or, not earlier than December 31, 2015, the Authority reserves the right to reinstate the moratorium until Construction Acceptance of the Storage Tank and all related facilities by the Authority is completed; and k. each Party and Limited Party shall have direct rights to enforce the terms and conditions of this Section 8. 9. Tank Project Financing. The Tank Project Financing shall be accomplished by TCRP, BNP, TCMD, and VMD as follows: a. Pledge; 2013 Bond Reissue. As soon as practicable after the Effective Date, but in any event prior to the Implementation Date, TCRP, BNP, TCMD and VMD shall mutually execute and deposit into the Escrow a pledge agreement in substantially the form attached hereto as Exhibit E and incorporated herein by this reference (the “Pledge Agreement”). The Pledge Agreement shall, in accordance with its terms and conditions, become legally operative and binding on each party thereto only upon formal delivery from the Escrow on the Implementation Date. From and after the Effective Date, TCMD and VMD shall coordinate with BNP to cause the reissue of TCMD’s existing bonded indebtedness on the Implementation Date (the “2013 Bond Reissue”) so as to enable performance of TCMD’s and VMD’s obligations under the Pledge Agreement. Without limiting of the terms of the 2013 Bond Reissue documents or the Pledge Agreement, the terms and conditions of which shall control over any descriptive language herein (which shall not be used to interpret or modify the terms and conditions of the Pledge Agreement in any manner whatsoever): i. The Pledge Agreement sets forth the pledge of TCMD and VMD to pay to TCRP $500,000 to pay the annual debt service on the Tank Project Financing (as defined in the Pledge Agreement, the “Annual Debt Service Obligation”). The Annual Debt Service Obligation shall not include payment of Deferred Reimbursement. The Pledge Agreement shall also incorporate the definition, calculation and repayment obligation of Deferred Reimbursement as defined in Section 5.5(b) of the Development Agreement. ii. The term of the Pledge Agreement (and of the obligation to remit the Annual Debt Service Obligation) shall commence upon completion and {00352651.DOC /} 13 construction acceptanceConstruction Acceptance of the Storage Tank by the Authority, and shall terminate on the 30th anniversary of such date. iii. During the term of the Pledge Agreement, the Pledged Revenue (as “Pledged Revenue” is defined in the Pledge Agreement) shall be applied to payment of the Annual Debt Service Obligation on a periodic basis on the terms and conditions set forth in the Pledge Agreement. b. Tank Project Financing. TCRP shall provide sufficient funds to fully fund the Tank Escrow Account as provided for and required by the terms and provision os Section 8 of this Tank Agreement for completion of the Tank Project by June 30, 2015. The Authority shall have no obligation to provide any financing or funding for the Tank Project. c. Avon Actions. In consideration of the undertakings of the other Parties to this Tank Agreement and other benefits to Avon from implementation of the Term Sheet, as of the Effective Date and without the requirement of further action, Avon: (i) waives and releases any claim to revenues of TCMD and VMD required to pay the Annual Debt Service Obligation; (ii) covenants that it will exercise the right of reverter set forth in the Water Instruments upon a triggering event as described in Section 7 above; and (iii) covenants that it will undertake and be responsible for the provision of water service to the Property in the event of a dissolution of the Authority or otherwise upon exercising the right of reverter described in Section 7 above. 10. Other Consideration. a. Immediately upon formal delivery of the Pledge Agreement on the Implementation Date, and without the requirement of any further action, the Authority shall be deemed to have irrevocably released TCMD from any obligation to pay the sum of $20,387.22 due for the remainder of the Authority’s professional fees incurred in adjudicating a plan for augmentation and exchange to allow the Authority to use 10.8 acre-feet of storage in Wolford Mountain and Ruedi Reservoirs acquired from the Traer Creek entities. b. If the amount presently due to the Authority from TCMD pursuant to the Agreement dated November 4, 2002 ($124,728.64 after application of the payment due on September 16, 2012), shall continue to be paid by TCMD in the form of annual payments to the Authority due on September 16th of each year in the amount of $11,880.24, including interest at the rate of 5.45% per annum through September 16, 2028, or until the full amount of this obligation is satisfied in full. The, the Authority hereby agrees no other professional fees are owed to it by TCMD, VMD or Master Developer and the Authority hereby expressly releases any other such claims for fees through the Effective Date. {00352651.DOC /} 14 11. Conveyance of the Tank Site; Easement Agreement. The Storage Tank shall be financed and constructed by TCRP. None of the other Parties shall have any financial responsibility for the costs of construction or financing of the Tank Project. Upon completion and Construction Acceptance of the Storage Tank by the Authority, the Storage Tank shall be operated by the Authority on the Tank Site. The Tank Site shall be conveyed to the Authority by TCRP by Special Warranty Deed in substantially the form attached hereto as Exhibit B, free and clear of all monetary liens and other encumbrances (the “Tank Site Deed”) which shall include all areas required for ingress and egress, temporary construction easements, maintenance, repairs or replacement of facilities, retaining walls, slope maintenance and snow storage and otherwise meeting the minimum requirements of the Avon Municipal Code. TCRP states that it has submitted and obtained approval of the Final Plat for the Tank Site from Avon as a minor subdivision and the Final Plat shall be delivered to and recorded by the Escrow Agent upon execution of this Tank Agreement. Accordingly: a. TCRP shall execute and deliver the Tank Site Deed to Stewart Title as Escrow Agent, together with a Request for Partial Release of Deed of Trust executed by Laramie Participations, Inc., the original Promissory Note and the original Deed of Trust recorded June 1, 2009 at Reception No. 200910538; the Request for Partial Release of Deed of Trust shall be submitted immediately to the Public Trustee by the Escrow Agent with the Promissory Note and original Deed of Trust for processing and recording by the Public Trustee; the Tank Site Deed shall be recorded by the Escrow Agent upon Construction Acceptance of the Tank and Tank Site by the Authority. b. TCRP and the Authority shall execute and deliver to the Escrow Agent the Easement Agreement in substantially the form attached hereto as Exhibit F, granting a non-exclusive easement to the Authority for use of the Realigned Access Road to be constructed by TCMD, or TCLLC or TCRP or the Developer Affiliates as described therein for ingress and egress to the Tank Site; the Easement Agreement shall be recorded by the Escrow Agent upon Construction Acceptance of the Storage Tank and Tank Site by the Authority. c. TCRP shall grant to the Authority at no cost to the Authority, such non-exclusive easements as may reasonably be required within the Realigned Access Road and right-of-way or elsewhere on the Property, or which are otherwise specifically described in Exhibit F, to connect the Storage Tank to existing water lines and electric lines at locations anywhere on the Property to be mutually agreed upon by TCRP and the Authority in the Easement Agreement, Exhibit F, including any pumping station and facilities reasonably necessary to the operations of the Storage Tank. 12. Construction and Ownership of Storage Tank. TCRP agrees to commence construction of the Tank Project as soon as possible, but in no event later than November 1, 2013. The Authority reserves to itself all rights to inspect and approve the construction of the Tank Project and to retain experts to monitor the construction of the Storage Tank and water pipeline in accordance with its customary practices and its Rules and Regulations, including, but {00352651.DOC /} 15 not limited to Appendix C thereto, for the construction of infrastructure for its regional water distribution system, including the right to reject work which does not meet the requirements of the plans and specification or to require corrections to the Work. TCRP agrees to construct the Storage Tank and the MSE wallsWalls on the Tank Site in specific accordance with the Bid- Ready Plans completed by the Authority, including any modifications to the Bid-Ready Plans that are submitted to and approved by the Authority in advance of construction. TCRP agree that before executing any construction contract for the valve vault and the pipeline to the Tank Site, the plans and specifications for that Work and any other variances from the Bid-Ready Plans shall be presented to the Authority for review and approval or for any modifications to the plans and specifications as requested by the Authority in its sole and absolute discretion. Upon completion of the Tank Project and all required testing, TCRP shall present for Construction Acceptance by the Authority, all of the work and improvements completed on the Tank Site, together with the pipeline and all other appurtenances as required to make the Storage Tank operational, including a two-year warranty from the contractors for such facilities commencing on the date of Construction Acceptance of such facilities by the Authority. The Authority reserves all rights to inspect the Storage Tank, the MSE Walls, the valve vault and the pipeline prior to acceptance, including any requirements for inspection and testing by third parties, and to reject any portions of the Work which fail to meet the requirements of the plans and specifications as finally approved by the Authority. The assignment and conveyance of the improvements to the Tank Site and the pipeline shall include all permits required and obtained from the Colorado Department of Public Health and the Environment, the U.S. Army Corps of Engineers for the Tank Site and the Town of Avon. Once these facilities have been accepted, the Authority shall own the Storage Tank and all capacity therein for treated water storage and shall provide all operation and maintenance services for the Storage Tank and the Tank Site at its sole cost and expense. The Parties acknowledge that the Tank Project anticipates and has been designed to accommodate and connect to future water storage tank(s) to be located uphill from the Storage Tank. The Authority shall have absolutely no responsibility for the design, construction, financing, oversight or approval of the construction of the Realigned Access Road as now proposed by TCRP, except as that design and construction may impact the location of the permanent easement required to be granted to the Authority for the installation, construction, maintenance, repair and replacement of the water main serving the Storage Tank and as that water main may be installed. 13. Effect of Prior Agreements; No Cross-Defaults. Except to the extent that Section 2(b) and Section 5 of the Service Agreement are amended and/or superseded by the express terms of this Tank Agreement, the Service Agreement and any other agreement referenced in this Tank Agreement (not including the 2012 Tank Agreement) that was executed prior to the Effective Date (“Prior Agreement(s)”) shall continue in effect in accordance with such agreements’ terms, and the parties thereto shall maintain all of their rights, duties and obligations set forth therein. Notwithstanding the foregoing, and notwithstanding anything to the contrary in any Prior Agreement, no default under this Tank Agreement shall be construed to be a default under any Prior Agreement and no default under any Prior Agreement shall be construed to be a default under this Tank Agreement. The 2012 Tank Agreement shall become null and void immediately upon the Effective Date of this Tank Agreement and any rights or obligations of the Parties created by the 2012 Tank Agreement shall immediately and irrevocably terminate and extinguish, and the Parties agree that such termination and extinguishment shall take effect on {00352651.DOC /} 21 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com BNP Paribas Value Preservation Group 787 Seventh Avenue, 9th Floor New York, NY 10019 Attn: Barbara Eppolito Telephone: (212) 841-3607 Email: Barbara.eppolito@bnpparibas.com With a required copy to: Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203-4532 Attn: Brandee Caswell Telephone: (303) 607-3826 Email: Brandee.caswell@faegrebd.com To the Intended Beneficiaries: Developer Affiliates c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] 26. Escrow; Escrow Instructions. As quickly as is practicable after the Parties’ and Limited Parties’ mutual approval and execution of this Tank Agreement, each Party and the Limited Parties will deposit a signed original of such documents as each is required to deposit in the Escrow subject to the Escrow InstructionsAgreement. 27. Rights Upon Occurrence of Outside Date. If the Outside Date occurs without the Implementation Date having occurred, this Tank Agreement shall be deemed void ab initio and of no further force or effect; provided, however, to the extent the failure of the Implementation Heil Law & Planning, LLC Office: 303.975.6120 2696 South Colorado Blvd., Suite 550 Fax: 720.836.3337 Denver, CO 80222 E-Mail: eric@heillaw.com e-mail: ericheillaw@yahoo.com H EIL L AW TO: Honorable Mayor Carroll and Town Council Members FROM: Eric J. Heil, Town Attorney RE: Ordinance No. 13-13 Approving Amendments to Village (at Avon) Development Agreement; and, Approval of Amended and Restated Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement. DATE: October 11, 2013 SUMMARY: This memorandum provides an overview of amendments to the Village (at Avon) Consolidated, Amended and Restated Annexation and Development Agreement (“Development Agreement”) approved in October of 2012 and amendments to the Water Tank Agreement. At the September 17, 2013 Council meeting the Avon Town Council adopted first reading of Ordinance No. 13-13. On September 24, 2013 representatives of Traer Creek-RP (“TC-RP”) discussed revised terms of the amendment with the Town Staff, then that evening with Town Council, and a general consensus was reached on the remaining terms. Overall, TC-RP has been responsive to deal point parameters and safeguards expressed by the Town Council and the Town Staff during negotiations. The Town Council took action to continue the public hearing for second reading to October 22, 2013 to allow the final amendments to the Development Agreement to be finalized. In addition to discussing amendments to the Development Agreement, the Amended and Restated Traer Creek Water Storage Tank Agreement and Second Amendment to the Water Service Agreement (“Tank Agreement”) is included for Council’s consideration. Finally, this memorandum addresses logistical issues related to finalizing the settlement, including revisions to the Receipt and Escrow Agreement Pertaining to the Village (at Avon) Settlement Implementation and imposition of the Add-On Retail Sales Fee as contemplated in the Settlement Term Sheet. Attached to this memorandum are the following documents: • Spreadsheet depicting overall financial comparison of the Settlement Term Sheet to the amended Development Agreement with TC-RP Tank Project Financing • Ordinance No. 13-13 • Clean version of the amended Development Agreement (version 12) • Comparison of the amended Development Agreement to the version previously approved by Ordinance No. 12-10 • Clean version of the Amended and Restated Tank Agreement (without the Pledge Agreement) • Comparison to the Tank Agreement approved on December 26, 2012 • Interim Add-On Retail Sales Fee Collection Services Agreement A final version of Ordinance No. 13-13 will be included for October 22, 2013 Council packet and may include revisions to reflect any issues which may arise between now and October 18, 2013. NOTE: I am working with Virginia and Town Staff to prepare a presentation that will better explain the priority use of funds and the TC-RP Tank Project Financing. This presentation should be ready by early next week. M EMORANDUM & PLANNING, LLC Avon Town Council Amendment to Development Agreement and Tank Agreement October 11, 2013 Page 2 of 7 AMENDMENTS TO THE DEVELOPMENT AGREEMENT: The Settlement Term Sheet contemplated that the Upper Eagle River Water Authority (“Authority”) would finance and construct the Traer Creek water storage tank (“Water Tank”). The Development Agreement incorporated certain aspects of the Authority’s obligation to finance and construct the Water Tank. Since the time of approving the Development Agreement changes in interest rates and other factors have rendered the ability of the Authority to finance and construct the Water Tank no longer possible. Also, Traer Creek-RP has proposed a new road alignment which reduces the cut and fill, reduces the amount of surplus soil to be stockpiled or removed, reduces the number of crossings of Traer Creek from 3 to 1, and results in a retaining wall which is less visible. This road design was not in the plans and specifications that were bid by the Authority. In order to satisfy the requirement to finance and construct the Water Tank, TC-RP has proposed to provide private financing as a substitute for bond financing originally contemplated by the Authority. The terms of the TC-RP Tank Project Financing are set forth so as to not result in additional overall costs for the Town of Avon with respect to the Town’s tax credit obligation compared to the terms set forth in the Settlement Term Sheet. Traer Creek Metropolitan District (“TCMD”) will enter into a Pledge Agreement that will establish TCMD’s obligation to pledge the $500k per year for 30 years and the obligation to repay Deferred Reimbursements and interest on the Deferred Reimbursements. TC-RP has obtained bids to construct Water Tank in the amount of $7.2 million. This amount is less than the bid received by the Authority (which was over $9 million). TC-RP has begun construction of the access road to the water tank site at its own cost at this point. The amendments to the Development Agreement are summarized as follows: • TC-RP is responsible for providing sufficient and timely funds for completion of the Water Tank. Completion of the Water Tank is defined in the Tank Agreement as completion of construction, then inspection and acceptance by the Authority. The Authority has procedures and regulations that define construction acceptance. • Any costs for the construction of the Water Tank over $7.2 million would be borne by TC-RP and would not be reimbursable by TCMD or the Town under the Development Agreement. TC-RP retains the right to seek reimbursement from other Districts in the Village (at Avon) or through other means such as fees imposed on property. • Interest will not accrue on construction funds between the time the funds are provided by TC-RP and the time the Authority accepts the water storage tank. • TCMD has the right to refinance the $7.2 million. NOTE: If the $7.2 million is refinanced by TCMD on the day that the Water Tank is accepted by the Authority, then there will be no accrued Deferred Reimbursement and no interest on the Deferred Reimbursement. TCMD will be able to refinance the $7.2 million if TCMD is able to obtain financing at an effective interest rate of 5.673% or less. • If TCMD is not able to refinance the $7.2 million, then TC-RP desires to recover the difference in the effective interest and the interest rate set forth in the definition of Additional Developer Advance. The difference in the Additional Developer Advance interest rate and the effective interest rate of 5.673% Avon Town Council Amendment to Development Agreement and Tank Agreement October 11, 2013 Page 3 of 7 for repayment of $7.2 million at $500k per year for 30 years shall be calculated and accrued as “capitalized interest”. This amount may count against the Credit PIF Cap if TC-RP elects repayment as an Additional Developer Advance. If TC-RP elects repayment with Non-Credit PIF Revenues, then repayment would subordinate (i.e. after) the priority use of District Revenues set forth in Section 6.9(b). • The interest which accrues on the Capitalized Interest shall be repaid in the future with Non-Credit PIF Revenues after compliance with the priority use of District Revenues in Section 6.9(b). Specific Revisions to the Development Agreement are discussed as follows: The Village Metropolitan District – Global revisions are included which add The Village Metropolitan District as a “District” that can also issue Supplemental bonds and provide financing for public improvements. These revisions were first considered in June in response to the Florida Tax Advisory Memorandum that resulted in the inability of TCMD to obtain tax exempt financing. The Service Plan for The Village Metropolitan District is almost identical to the Service Plan for the Traer Creek Metropolitan District and these two Districts have always been related for the purposes of providing public improvement services and financing in The Village (at Avon). The effect of these amendments is to allow The Village Metropolitan District to issue tax exempt bonds as an alternative to TCMD issuing taxable bonds with the requirement to amend the Development Agreement. Today, the difference in variable interest rates is negligible (i.e. approximately 25 basis points or 0.25%). The difference for fixed rate bonds is more substantial. This amendment is proposed because the Service Plan for The Village Metropolitan District already authorizes the same essential financial parameters as TCMD and the ability to issue tax exempt bonds for future public improvement financing (and thereby achieve a lower interest rate) would reduce the Town’s tax credit obligation under the Development Agreement. Districts – Another global change has been to replace the term “TCMD” with “Districts”. “Districts” includes The Village Metropolitan District, which is a global change discussed above. Districts also include any other Title 32 Special District formed in The Village (at Avon). The Development Agreement does not restrict or reduce the Town’s discretion in reviewing any new proposed Title 32 Special Districts for The Village (at Avon). The revisions that contemplate new districts in addition to TCMD and VMD only have the effect of not requiring further amendments to the Development Agreement if an additional district were to be formed in the future. BNP’s Rights – The right of BNP Paribas to hold a seat on the TCMD Board of Directors has been deleted at the request of BNP. Sec. 3.10(b) – The amount of the Prioritized Capital Projects has been reduced from $17.5 million to $16,843,441.44 to reflect the construction cost of the portion of Swift Gulch road on Planning Area J because this road improvement is one of the improvements identified in the Prioritized Capital Projects. Sec. 3.10(c) – This language was amended to reflect the possibility that Districts other than TCMD may provide financing to construct Capital Projects. Sec. 5.5(b) – This is a new section that incorporates the TC-RP water tank financing obligations and terms. Avon Town Council Amendment to Development Agreement and Tank Agreement October 11, 2013 Page 4 of 7 Sec. 5.5(b)(i) – This section states that TC-RP shall provide sufficient funds for completion of the Tank Project in accordance with the terms of the Tank Agreement. The Tank Agreement requires the Tank Project to be completed by June 30, 2015. Sec. 5.5(b)(ii) – This section sets forth TC-RP’s obligations and rights with regard to reimbursement of the Tank Project financing. The pledge of $500k per year for 30 years as contemplated in the Settlement Term Sheet is included; however, TCMD would not pledge such revenues to TC-RP rather than the Authority. This section also includes a requirement that any refinancing of the $7.2 million must include repayment of any accrued Deferred Reimbursements. BNP Paribas (“BNP”) has objected to this “Call Protection” and stated that this language is not acceptable. As of the time of preparing this memorandum, this issue has not been resolved between BNP and TC-RP. Sec. 5.5(b)(iii) – This section describes the “Deferred Reimbursement” whereby the Developer is entitled to be reimbursed for the difference between an effective interest rate of 5.673% and the interest rate defined in the Additional Developer Advance formula. The Additional Developer Advance formula is defined as the Municipal Market Data rate for Baa investment grade bonds plus 375 basis points. Currently, this formula is about 9.17%. The Additional Developer Advance interest rate would be determined on the day the Water Tank is accepted by the Authority. Sec. 5.5(b)(iv) – This section sets forth the option for the Developer to elect repayment of the Deferred Reimbursement as an Additional Developer Advance or with Non-Credit PIF Revenues which would be paid after the priority use of District Revenues set forth in Section 6.9(b). Sec. 6.2(ii) and (iv) – These sections set forth that the $7.2 million cost of the Water Tank will count against the $96 million Credit PIF Cap as well as the amount of Deferred Reimbursements which are repaid as Additional Developer Advances. Sec. 6.8 – This section is revised to reflect the assignment of the pledged amounts to TC-RP rather than the Authority. Sec. 6.9 – This section has been revised both to incorporate TC-RP tank financing terms as well as to incorporate global changes related to VMD as a District which can provide financing. NOTE: Sec. 6.9(c) was revised by the Town’s request to clarify that other legally permissible uses of District Revenues could only occur subject to the priority utilization of District Revenues as set forth in 6.9(b). Sec. 6.10 – This section has been revised both to incorporate TC-RP tank financing terms as well as to incorporate global changes related to VMD as a District which can provide financing. Sec. 6.12 – This section has been revised to clarify that refinancing of the Deferred Reimbursement may occur at an interest rate that is equal to or less than the Additional Developer Advance rate without Town review. EXHIBIT F: 2013 Bond Reissue and 2013 Reissue Documents were revised to reflect the global changes to allow VMD to be a bond issuer. Avon Town Council Amendment to Development Agreement and Tank Agreement October 11, 2013 Page 5 of 7 2013 Bond Repayment Period was a new definition requested by BNP to clarify the period under which BNP would have rights under the Development Agreement. Net Proceeds was revised to incorporate TC-RP tank financing terms. Non-Credit PIF Revenue Reimbursement is a new definition to clarify repayments that are not paid with Credit PIF Revenues. Supplemental Bonds was revised to clarify that Deferred Reimbursements may occur after 2040 due to the accrual each year and the 30 year term of the tank financing (2015 – 2045). Tank Project Bonds was revised to Tank Project Financing to reflect the TC-RP tank financing terms. FINANCIAL ANALYSIS: It is paramount to the interest of the Town of Avon to fully understand the financial implications of amendments to the Development Agreement as compared to the version approved by Ordinance No. 12-10. A comparison spreadsheet is attached. There are many variables that are unknown at this time which makes an accurate or predicable comparison impossible. Specific variables that will most impact the Town’s total financial obligation include changes in interest rates and the timing and quantity of new revenue generating development that occurs in The Village (at Avon). Overall, the total repayment obligation of the Town over the next 60 years may increase by $3.5 million or decrease by $3.2 million depending upon if Deferred Reimbursements were repaid as Non-Credit PIF Revenues or as Additional Developer Advances. This variance is less than 2% and is subject to so many unknown variables concerning changes in interest rates, revenues from new development, and the potential use of the Avon Urban Renewal Authority to reduce the Credit PIF Cap that any projected difference in the Town’s total repayment cost can only be considered hypothetical at this time and is only presented for illustration purposes. Overall, as structured, the TC-RP Tank Project Financing terms present the ability to proceed with the Water Tank construction when no other option exists at this time and the terms are presented in a manner so as not increase the Town’s financial risk or to incur repayment obligations which alter the priority use of District Revenues as set forth in the Development Agreement. TANK AGREEMENT: As part of implementing the Settlement Term Sheet, the Town, TCMD, Traer Creek and BNP Paribas entered into a Traer Creek Water Storage Tank Agreement with the Authority to set forth terms for the financing and construction of the water storage tank by the Authority. The construction of a water storage tank is an essential component of the overall settlement because the Authority has imposed a moratorium on additional development until the water storage tank is constructed and additional revenues cannot be realized without additional development. As a result of the TC-RP financing proposal, amendments to the Tank Agreement are required to change the responsible party for financing and constructing the Water Tank from the Authority to TC-RP. A summary of the amendments are provided as follows: Recitals were revised to reflect what has occurred since December 26, 2012, to acknowledge that the Authority was unable to proceed with financing and construction due to project costs and increased interest rates, and to reflect the TC-RP’s role in the Tank Project Financing. Avon Town Council Amendment to Development Agreement and Tank Agreement October 11, 2013 Page 6 of 7 Effect – the Amended and Restated Tank Agreement completely replaces the 2012 Tank Agreement and the Authority has no further obligations under the Amended and Restated Tank Agreement. Sec. 1 – This section was revised to delete language stating that the Authority had certain obligations before the settlement implementation, which is no longer relevant. Secs. 3, 4, 5 and 6 – These revisions were proposed by the Authority to acknowledge the current status and the Authority’s efforts under the existing 2012 Tank Agreement. Sec. 8 – Under the 2012 Tank Agreement the Authority agreed to lift the moratorium once the tank project bonds were issued and the Authority had the project under contract. Now that the Authority is not constructing the Water Tank, TC-RP is required to provide sufficient funds as security for completion of the Water Tank in order for the Authority to lift the moratorium. BNP Paribas will not proceed to settlement closing and approve the 2013 Reissue Bonds for TCMD until the moratorium on development is lifted. At this time, TC-RP and the Authority have not reached agreement on the amount of escrow. The Water Tank must be completed by June 30, 2015 and the Authority may re-impose the moratorium if the Water Tank is not completed (and accepted by the Authority) by December 31, 2015. Sec. 9 – This section was revised to refer to Tank Project Financing rather than Tank Project Bonds. This is the section that relates to Section 5.5(b) of the Development Agreement in which TC-RP accepts the obligation to provide sufficient funds to construct the Water Tank. Sec. 12 – This section was revised to reflect construction of the Water Tank by TC-RP and the terms under which the Water Tank is inspected and accepted by the Authority. The Pledge Agreement is an exhibit to the Tank Agreement. The Pledge Agreement sets forth the obligation of TCMD to pledge and remit certain funds, including $500,000 per year for 30 years, for re- payment of the Tank Project Financing. The parties have not finished reviewing and revising the Pledge Agreement as of the time of preparing this memorandum; however, the Pledge Agreement should be available prior to the October 22, 2013 Council meeting. ADD-ON RETAIL SALES FEE: Traer Creek (through the Commercial and Mixed Use Public Improvement Company) has indicated that they are willing to proceed with the imposition of the Add-On Retail Sales Fee in the amount of $0.75% on all retail transactions in The Village (at Avon). The operative documents to impose, collect and remit the Add-On Retail Sales Fee are the amendments to the Commercial and Mixed- Use Declarations and the Add-On Retail Sales Fee Collection Services Agreement. Although the Town Council previously approved the Add-On Retail Sales Fee Collection Services Agreement, this document is technically not effective until final settlement occurs. An “Interim Add-On Retail Sales Fee Collection Services Agreement” has been prepared to operate from November 1, 2013 until replaced by the previously executed Agreement upon the settlement closing. The Interim Agreement may be terminated by the Commercial or Mixed Public Improvement Companies at any time because the imposition of the Add- On RSF is voluntary at this time; however, the Town’s approval of the amended Development Agreement and extension of the Outside Date as described in the Closing Escrow Agreement is contingent upon the imposition, collection and remittance of the Add-On Retail Sales Fee commencing November 1, 2013. Avon Town Council Amendment to Development Agreement and Tank Agreement October 11, 2013 Page 7 of 7 CLOSING ESCROW AGREEMENT: The existing Receipt and Escrow Agreement Pertaining to The Village (at Avon) Settlement Implementation (“Closing Escrow Agreement”) designated an outside date of November 13, 2013 to finalize the settlement. It is not possible to finalize the settlement by November 13, 2013 due to the timing of issuing bonds. The Closing Escrow Agreement states that all parties must agree to an extension in order to extend the Outside Date beyond November 13, 2013. Council indicated at its meeting on October 8, 2013 that in order for Council to favorably consider an extension to the Closing Escrow Agreement the Development Agreement and Amended and Restated Tank Agreement would need to be finalized and executed by Traer Creek and TCMD and the Add-On Retail Sales Fee would need to be implemented. In addition to approving an extension of the Outside Date, additional revisions to the Closing Escrow Agreement will be necessary to revise the escrow instructions for documents related to the Water Tank because some documents will be released when the Water Tank is accepted by the Authority rather than when the Settlement. A Resolution approving an extension to the Outside date and approving other amendments to the Closing Escrow Agreement as necessary will be included in the October 22, 2013 Council packet. Thank you, Eric Item Principal Interest Principal Interest Principal Interest 2013 Reissue Bonds (Actual as of 10/1/13)41,200,000.00$ 41,200,000.00$ 41,200,000.00$ 41,200,000.00$ 41,200,000.00$ 41,200,000.00$ Prior to (date) Developer Advance: $12.4M Accrued interest due on 2030 after BNP bonds are paid in full: $22M 12,400,000.00$ 17,192,000.00$ 12,400,000.00$ 17,192,000.00$ 12,400,000.00$ 17,192,000.00$ Water Tank & Road Costs & Financing - Estimated Total Cost 9,000,000.00$ 7,200,000.00$ 7,200,000.00$ - Estimated Interest 6,000,000.00$ 7,800,000.00$ 7,800,000.00$ (tax exempt bond rate) CARADA Index Rate CARADA Index Rate Maximum interest amount available after $17.5 Prioritized Capital Projects Reserve Maximum interest amount available after $17.5 Prioritized Capital Projects Reserve Deferred Reimbursement of Interest: Calculated as difference between rate supported by $550,000 Pledge and Index Rate 6,800,000.00$ Supplemental Bonds Availability for TC Improvements: Minimum Balance of $17,500,000 reserved for Prioritized Capital Projects 22,500,000.00$ 22,500,000.00$ 24,300,000.00$ 24,300,000.00$ 17,500,000.00$ 17,500,000.00$ TOTAL 85,100,000.00$ 86,892,000.00$ 85,100,000.00$ 90,492,000.00$ 85,100,000.00$ 83,692,000.00$ TOTAL REPAYMENT COST 171,992,000.00$ 175,592,000.00$ 168,792,000.00$ Settlement Term Sheet TC-RP Tank Financing w/o Deferred Reimbursement of Interest on $7.2M TC-RP Tank Financing w/ Deferred Reimbursement of Interest on $7.2M TC - RP FINANCING COMPARISONS October 7, 2013 Settlement Term Sheet TC-RP w Deferred Reimbursement of Interest on $7.2M TC-RP w/o Deferred Reimbursement of Interest on $7.2 Total Credit PIF Cap 96,000,000.00$ 96,000,000.00$ 96,000,000.00$ 2013 Reissue Bonds - Settlement Agreement 52,100,000.00$ 52,100,000.00$ 52,100,000.00$ Prior to (date) Developer Advance: $12.4M Accrued interest due on 2030 after BNP bonds are paid in full: $22M 12,400,000.00$ 12,400,000.00$ 12,400,000.00$ Water Tank & Road Estimated Costs 9,000,000.00$ 7,200,000.00$ 7,200,000.00$ Deferred Reimbursement 6,800,000.00$ TOTAL 73,500,000.00$ 71,700,000.00$ 78,500,000.00$ Supplemental Bond Capacity 22,500,000.00$ 24,300,000.00$ 17,500,000.00$ Reserved Amount for Prioritized Capital Projects (TBD)17,500,000.00$ 17,500,000.00$ 17,500,000.00$ Remaining Supplemental Bond Capacity 5,000,000.00$ 6,800,000.00$ -$ Page 1 of 4 Ord No. 13-13 Amendments to Development Agreement Sept. 24, 2013 – FINAL TOWN OF AVON, COLORADO ORDINANCE 13-13 SERIES of 2013 AN ORDINANCE APPROVING AMENDMENTS TO THE CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON). WHEREAS, the Town of Avon (“Town”), Traer Creek Metropolitan District (“TCMD”), Traer Creek LLC, Traer Creek-RP LLC, Traer Creek Plaza LLC, EMD Limited Liability Company, Traer Creek-HD LLC, Traer Creek-WMT LLC, (collectively the “Traer Creek Parties”), BNP Paribas (“BNP”) and Eagle County are parties to the consolidated litigation Civil Action No: 2008 CV 385 and Civil Action No: 2010 CV 316, Eagle County District Court (“Litigation”); WHEREAS, on October 7, 2011 Town, TCMD, the Traer Creek Parties, and BNP entered into the Settlement Term Sheet (“Settlement Term Sheet”) in an effort to resolve the Litigation; WHEREAS, the Town of Avon approved an Annexation and Development Agreement for the Village (at Avon) by Ordinance No. 98-17; WHEREAS, the Town of Avon approved the First Amendment to the Annexation and Development Agreement by Ordinance No. 01-16, the Second Amendment to the Annexation and Development Agreement by Ordinance No. 03-08, and the Third Amendment to the Annexation and Development Agreement by Ordinance No. 04-17; WHEREAS, the Town approved the Consolidated, Amended, and Restated Annexation and Development Agreement (“Development Agreement”) by Ordinance 12-10; WHEREAS, the Upper Eagle River Water Authority is not able finance and construct the Traer Creek Water Storage Tank in accordance with the terms of the Water Tank Agreement due to changes in circumstances, including but not limited to increases in interest rates and changes to the design of the Water Tank Project; WHEREAS, TC-RP has offered to provide private financing and to construct the Water Tank pursuant to the terms of an amended Water Tank Agreement and subject to reimbursement by Traer Creek Metropolitan District; WHEREAS, the Town Council previously approved the Receipt and Escrow Agreement Pertaining to the Village (at Avon) Settlement Implementation (“Closing Escrow Agreement”), which set forth terms for the execution, deposit, recording, effectiveness and potential voiding of documents, including the Development Agreement; WHEREAS, the Town of Avon may generally act by ordinance to approve agreements and acceptance of property conveyed to the Town pursuant to Avon Town Charter Section 6.1; Page 2 of 4 Ord No. 13-13 Amendments to Development Agreement Sept. 24, 2013 – FINAL WHEREAS, the Town Council conducted a public hearing on September 24, 2013 at the Avon Town Hall in accordance with Sections 6.5(d) and (e) of the Avon Home Rule Charter; and WHEREAS, the Town Council finds that approval of this Ordinance will approve the terms of private financing by TC-RP for the Traer Creek Water Storage Tank and will enable settlement to be finalized and will thereby promote the preservation of the public health and safety of the people of the Town of Avon. 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 the Town Council. Section 2. Approval of Development Agreement. The Development Agreement Version [VERSION TO BE SPECIFIED] is hereby approved and shall replace and supersede the version Development Agreement approved by Ordinance No. 12-10. The Mayor and the Town Clerk and their respective designees are authorized to execute the Development Agreement, attached hereto as Exhibit A, and are authorized to take such as action as necessary to cause the Development Agreement to be deposited with the Escrow Agent in accordance with the terms of the Closing Escrow Agreement. Section 3. Effectiveness of Development Agreement. The effectiveness of the Development shall be contingent upon and subject to the conditions stated in this Section 3, and at such time that any condition in this Section 3 fails prior to the Implementation Date this Ordinance and the approval of Development Agreement shall become automatically null and void, such conditions are stated as follows: A. Compliance with the terms of the Closing Escrow Agreement, including occurrence of the Implementation Date as such date may be extended by the terms and procedures of the Closing Escrow Agreement. B. Implementation and imposition of the Add-On Retail Sales Fee as defined in the Development Agreement by November 1, 2013 regardless of the Effective Date of the Development Agreement, along with remittance of the total amount of such Add-On Retail Sales Fee to the Town, and the imposition, collection and remittance to Town of such Add-On Retail Sales Fee shall continue from November 1, 2013 until the Implementation Date, in accordance with applicable agreements and procedures for imposition, including but not limited to the Second Amendment to Declaration of Covenants for The Village (at Avon) Commercial Areas, First Amendment to the Declaration of Covenants for The Village (at Avon) Mixed Areas and the Add-On Retail Sales Fee Services Collection Agreement, and such Add-On Retail Sales Fee shall continue on and after the Implementation Date as set forth in the Development Agreement. Page 3 of 4 Ord No. 13-13 Amendments to Development Agreement Sept. 24, 2013 – FINAL C. Approval by the Avon Town Council of a revised Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement (“Water Tank Agreement”), including approval of the Pledge Agreement as an exhibit to the Water Tank Agreement, which Water Tank Agreement with exhibits include terms and definitions that are essential to and cross-referenced in the Development Agreement on or prior to the Implementation Date as defined and as may be extended in the Closing Escrow Agreement. Section 4. 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 5. Severability. No provision of this Ordinance shall be severable. If any provision of this Ordinance is for any reason held to be invalid, such invalidity shall affect the entirety of this Ordinance, and all documents and exhibits to documents approved by this Ordinance, and shall render the entire Ordinance invalid, without and void ab initio. Section 6. Effective Date. This Ordinance shall take effect on the day after the last day that a petition for referendum can be submitted to the Town as set forth in Section 8 below, in accordance with Section 6.4 of the Avon Home Rule Charter. Notwithstanding the foregoing, the effectiveness of this Ordinance, or any of the instruments approved hereby, shall not be recorded against, be binding upon, benefit or burden the property known as The Village (at Avon) or be binding upon any party until the occurrence, if any, of the Implementation Date in accordance with the terms of the Closing Escrow Agreement. Section 7. Safety Clause. The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The Town Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Section 8. Publication by Posting. The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. The Town Clerk is further ordered to publish a notice stating a vested property right has been created in accordance with Section. 7.16.140(d)(2) of the Avon Municipal Code. Section 9. Right of Referendum. The right of referendum shall run thirty (30) days from the date of publication of the notice that a vested property right has been granted in accordance with Section 7.16.140(d)(2)(iii) of the Avon Municipal Code. [execution page follows] Page 4 of 4 Ord No. 13-13 Amendments to Development Agreement Sept. 24, 2013 – FINAL INTRODUCED, APPROVED, PASSED ON FIRST READING AND ORDERED POSTED on September 17, 2013 and a public hearing on this ordinance shall be held at the regular meeting of the Town Council on September 24, 2013, at 5:30 P.M. in the Council Chambers, Avon Municipal Building, One Lake Street, Avon, Colorado. ____________________________ Rich Carroll, Mayor Published by posting in at least three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Patty McKenny, Town Clerk Eric Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on September 24, 2013. ____________________________ Rich Carroll, Mayor Published by posting by title in at least three public places in Town and posting by title at the office of the Town Clerk. ATTEST: __________________________ Patty McKenny, Town Clerk 1044033.12 CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON) THIS CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON) (as amended from time to time, this “Development Agreement”) is made and entered into as of June 7, 2013 (“Execution Date”) by and among the Parties and the Limited Parties, and with the consent of the Developer Affiliates, BNP and Lenders. RECITALS This Development Agreement is made with reference to the following facts: A. Initially capitalized words and phrases used in this Development Agreement have the meanings set forth in Exhibit F, which definitions are incorporated herein. B. Pursuant to the Original Agreement, the Town and the Original Owners set forth the terms and conditions upon which the land legally described in Exhibit A of the Original Agreement would be annexed into and developed under the jurisdiction of the Town, such legal description having been updated to reflect the Recording of various subdivision plats subsequent to the Original Effective Date and attached as Exhibit A hereto and incorporated herein (the “Property”). C. Town Council approved the Service Plans on August 25, 1998, and on February 3, 1999, TCMD and VMD were legally formed for the general purposes contemplated by the Original Agreement and more specifically described in the Service Plans. D. Subsequent to the Original Effective Date: (i) the other entities comprising the Original Owner were merged into EMD, which became the sole Original Owner; and (ii) pursuant to Section 1.4 of the Original Agreement, EMD specifically granted to TCLLC, in writing, the right to amend the Original Agreement as to all of the Property except Planning Area M as designated in the Original PUD Guide and the Original Agreement (now re- designated Planning Area I pursuant to the PUD Guide), with respect to which EMD retained the right to amend the Original Agreement. E. As of the Execution Date, the current fee owners of the real property comprising the Property are, as their respective interests appear of Record: TC-RP; EMD; TC Plaza; TC-WMT; TC-HD; Alkali Company, a Colorado limited partnership; TCMD; the District Directors; the Town; Buffalo Ridge Affordable Housing Corporation, a Colorado corporation; Buffalo Ridge II LLLP, a Colorado limited liability limited partnership; Eagle River Fire Protection District, a quasi-municipal corporation; Eagle County Health Service District, a quasi-municipal corporation; and Department of Transportation, State of Colorado. F. Other than EMD, each of the Developer Affiliates and other Landowners referred to in Recital E acquired title to the portion of the Property it owns subject to the terms and conditions of the Original Agreement, including, without limitation, Section 1.4 of the Original 2 1044033.12 Agreement. None of the conveyances referred to in Recital E were accompanied by a specific written grant of the power to amend the Original Agreement as provided in Section 1.4 of the Original Agreement. Accordingly, with the exception of the Town and EMD (by virtue of being parties to the Original Agreement), TCMD (by virtue of becoming a party to the Original Agreement pursuant to the First Amendment thereto) and TCLLC (by virtue of the assignment described in Recital D), no Landowner or other person or entity has been granted any power to consent or object to any amendment of the Original Agreement (except for the rights of BNP, derived in its capacity as the issuer of an irrevocable direct pay letter of credit securing the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2002 and the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2004, to consent to TCMD’s execution of any such amendment). As provided in Section 1.4 of the Original Agreement, no person or entity other than the Town, EMD, TCMD and TCLLC is required or has a right to execute or acknowledge this Development Agreement as a condition of this Development Agreement being legally effective and binding on all parties to the Original Agreement and all Landowners. G. For ease of administration and in recognition of the fact the ownership of the Property has and will continue to become diverse as the Project develops, the Developer Affiliates have designated Master Developer to act on their behalf for all purposes in connection with this Development Agreement, including but not limited to negotiation and execution of this Development Agreement and any future amendments hereto. H. Master Developer, certain of the Developer Affiliates, TCMD, the Town and other parties asserted various legal claims in the consolidated cases 2008 CV 385 and 2010 CV 316 (collectively, consolidated as Case No. 2008 CV 385, the “Litigation”) and the parties to the Litigation desired to avoid the cost of trial, the cost of a protracted appellate process, the uncertainty and potential costs of remand of portions of the Litigation to the trial court, and the uncertainty of the final outcome of Litigation. Therefore, the parties to the Litigation entered into that certain Settlement Term Sheet made and entered into the 7th day of October, 2011, by and between the Town, BNP, TCMD, TCLLC, TC-RP, TC Plaza, EMD, TC-HD LLC and TC-WMT (the “Settlement Term Sheet”). I. In accordance with the terms and conditions of the Settlement Term Sheet, the Parties have entered into this Development Agreement to implement pertinent terms of the Settlement Term Sheet, to effect a full and final settlement of all disputes pertaining to the Original Agreement which were the subject of the Litigation, and to resolve other potential disputes related to development entitlements, interpretation of Original Agreement, equitable allocation of responsibilities and rights, and other matters which are addressed in this Development Agreement and related documents. The Town’s final non-appealable approval of this Development Agreement establishes and implements specific terms and conditions of the Settlement Term Sheet and shall be binding on the Parties hereto and also shall be binding on all parties to the Settlement Term Sheet. J. Various circumstances and changed conditions require mutual execution and approval of this Development Agreement in order to: (i) clarify and implement the intent of the parties to the Original Agreement to promote development of the Property; (ii) amend and restate 3 1044033.12 the Original Agreement in order to implement the Settlement Term Sheet; and (iii) facilitate dismissal of the Litigation with prejudice and minimize the potential for future legal disputes. K. During the period between the Original Effective Date and the Execution Date and in reliance on the revenue sharing and infrastructure financing arrangements established by the Original Agreement, the Districts, the PICs, Master Developer and/or the Developer Affiliates have made large investments in Public Improvements located both within the Property and outside of the Property. The foregoing has resulted in: (1) Full satisfaction of the following obligations of TCMD under the terms and conditions of the Original Agreement, with the provisions establishing such obligations accordingly deleted from this Development Agreement: (a) Construction of the Interstate 70 Interchange and the Highway 6 Connector Road as defined in § 4.2 of the Original Agreement; (b) Payment of the Chapel Place Exaction as defined in § 4.3(a)(ii) of the Original Agreement, in the amount of $100,000; (c) Construction of the Phase 1 Improvements and the Phase 2 Improvements as defined in § 4.3(b)(i) and (ii) of the Original Agreement; (d) Construction of the Swift Gulch Road Improvements as defined in § 4.3(c) of the Original Agreement; (e) Payment of the Highway 6 Trail Exaction as defined in § 4.3(g) of the Original Agreement; and (f) Those obligations set forth in § 4.3(j) of the Original Agreement. (2) Partial satisfaction of the following obligation of TCMD under the terms and conditions of the Original Agreement, with performance of the remaining obligations waived pursuant to the Settlement Term Sheet and the provisions establishing such obligation accordingly deleted from this Development Agreement: (a) Payment of nine (9) installments, in the amount of $200,000 each, of the ten (10) such installments comprising the East Avon Exaction as defined in § 4.3(a)(i) of the Original Agreement, the obligation to make the final installment being extinguished by this Development Agreement as contemplated in the Settlement Term Sheet. (3) Full satisfaction of the following obligations of Original Owners under the terms and conditions of the Original Agreement, with the provisions establishing such obligations accordingly deleted from this Development Agreement: (a) The two property conveyances comprising the Public Works Dedication as defined in § 4.3(d) of the Original Agreement; 4 1044033.12 (b) Reimbursement to the Town of those costs required to be reimbursed pursuant to § 4.3(e) of the Original Agreement. L. The Town has adopted Ordinance No. 12-10, which approved this Development Agreement, approved the PUD Guide and PUD Master Plan, repealed Ordinance No. 06-17, and took other actions stated in Ordinance No. 12-10 to implement in part the Settlement Term Sheet. M. Continued development of the Project will require substantial additional investments in Public Improvements, and completion of these additional Public Improvements will require substantial additional investments by the Districts, the PICs, Master Developer, the Developer Affiliates and/or other Landowners. All such completed and to be constructed Public Improvements will serve the needs of the Project and the Town. Such prior and future investments can be supported only if there are assurances that development of the Project will be permitted to proceed to ultimate completion as contemplated in this Development Agreement and the PUD Guide. N. The Vested Property Rights Statute and the Municipal Code (as in effect on the Execution Date) authorize the Town to enter into development agreements which provide for the vesting of property development rights with a term of greater than three (3) years. O. Town Council has determined that granting Vested Property Rights for the duration of the Vesting Term will promote reasonable certainty, stability and fairness in the land use planning process, stimulate economic growth, secure the reasonable investment-backed expectations of Landowners and foster cooperation between the public and private sectors in the area of land use planning and development. P. Town Council specifically finds that this Development Agreement provides public benefits including but not limited to the following specific public benefits: (i) development of the Property in accordance with the applicable development standards in the Development Plan and, to the extent not controlled by the Development Plan, the Municipal Code (as amended from time to time); (ii) economic development through construction anticipated to occur in connection with development of the Project; (iii) economic development through the development of various commercial and residential uses that enhance, complement and reinforce the Town’s existing economy, commercial base and ad valorem property tax base; (iv) development of housing to meet the needs of the Avon community; (v) development of significant property within the Town’s municipal boundaries which promotes economies of scale in the provision of public services; and (vi) establishment of a public-private cooperative arrangement that promotes the availability of capital for Public Improvements and promotes the competitiveness and viability of private development within the Town and the Project. Q. In exchange for these benefits and the other benefits to the Town contemplated by this Development Agreement, together with the public benefits served by the orderly development of the Property, this Development Agreement and the Vested Property Rights established herein are intended to provide assurance to Master Developer, EMD, the Developer Affiliates, other Landowners, the Districts, lenders providing financing for development of the Project from time to time, BNP and purchasers of bonds or holders of other forms of debt issued 5 1044033.12 or to be issued by the Districts that development of the Property pursuant to the terms and conditions of the Development Plan and the Approved SSDPs can occur without impediment or impairment of the Vested Property Rights. R. The Limited Parties have executed this Development Agreement only for the limited purposes expressly set forth herein and with the express understanding that the Limited Parties shall not be construed to have any rights, duties, obligations or remedies arising under this Development Agreement except to the extent expressly set forth herein with respect to each Limited Party and, accordingly, the rights, duties, obligations and remedies of each Limited Party shall be strictly limited to those expressly set forth in this Development Agreement as a right, duty, obligation or remedy of such Limited Party. S. Lenders have executed this Development Agreement for the sole purpose of evidencing their respective consent and subordination to the Recording of this Development Agreement, but without thereby acquiring the status of a Party or otherwise being subject to any obligation or acquiring any enforcement right or remedy arising under this Development Agreement. T. BNP, while not a Party, has executed a written consent to this Development Agreement in order to affirm BNP’s consent to approval of the Financing Plan and related matters addressed in this Development Agreement. Additionally, BNP is an Intended Beneficiary with respect to BNP’s right to enforce certain provisions of this Development Agreement, including but not limited to BNP’s right to participate on the AURA board of directors with respect to any urban renewal plans for any portion of the Property. U. As between the Town, AURA, TCMD and VMD, this Development Agreement constitutes an intergovernmental agreement pursuant to C.R.S. §§ 29-1-203 and 29-20-105, and such Parties intend their respective obligations hereunder to be enforceable by specific performance and/or other equitable remedies in addition to any remedies otherwise available at law. V. As between the Town, Master Developer, EMD, Developer Affiliates and other current or future Landowners, this Development Agreement constitutes a development agreement granting Vested Property Rights for a period in excess of three (3) years in accordance with Section 24-68-104(2) of the Vested Property Rights Statute. W. The Parties intend this Development Agreement to amend and restate in its entirety the Original Agreement by consolidating the original document and subsequent amendments thereto into a single document for ease of reference, and additionally by incorporating the amendments necessary and desirable to implement applicable terms and conditions of the Settlement Term Sheet. AGREEMENT NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth in this Development Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 6 1044033.12 ARTICLE 1 GENERAL PROVISIONS 1.1 Incorporation of Recitals. The Recitals are incorporated into and made substantive provisions of this Development Agreement. 1.2 Effectiveness and Recording of Development Agreement. This Development Agreement shall be effective as of the Effective Date. Any delay or failure to Record this Development Agreement shall not negate or impair the effectiveness of this Development Agreement as between the Parties and any other parties having notice of this Development Agreement. The effectiveness and/or Recording of this Development Agreement shall not be construed to negate the effectiveness of any approvals granted by Town Council prior to the Effective Date or any actions of Master Developer, EMD, the Districts, the PICs or any other Landowner taken in connection with development of the Project prior to the Effective Date. All such approvals and actions are hereby ratified by the Parties. As of the Effective Date, the Settlement Term Sheet shall be construed to be of no further force or effect, its terms and conditions having been incorporated into and implemented by this Development Agreement, the PUD Guide, the Tank Agreement, the 2013 Reissue Documents, the Pledge Agreement and/or otherwise performed in full. As of the Effective Date, the obligations of each party to the Original Agreement to any other party to the Original Agreement are expressly discharged, terminated and of no further force or effect except to the extent such obligations are expressly incorporated and set forth in this Development Agreement. 1.3 Covenants. Upon Recording, the provisions of this Development Agreement shall constitute covenants and servitudes that touch, attach to and run with the land comprising the Property and, except as otherwise provided in Section 1.5 with respect to amendments to this Development Agreement, the burdens and benefits of this Development Agreement shall bind and inure to the benefit of all estates and interests in the Property and all successors in interest to the Parties, the Developer Affiliates and any other Landowners as of the Effective Date. 1.4 Vesting Term; Term of Development Agreement. Phased development of the Project as contemplated under this Development Agreement and the Development Plan involves significant acreage and density which will require substantial investment and time to complete. (a) Vesting Term. Due to the size and phasing of the Project, the potential for development of the Project to be affected by economic and financial cycles, the effect of national and statewide markets with regard to retailers, accommodations industry and builders, and the limitation of absorption rates by the local market conditions, the term of the Vested Property Rights established pursuant to Section 2.4 shall continue through and including October 20, 2039 (“Vesting Term”). If the Term expires prior to expiration of the Vesting Term, the Vesting Term shall continue in full force and effect and shall survive expiration of the Term in accordance with and subject to the terms, conditions and limitations set forth in this Agreement. On October 21, 2039, the Vested Property Rights shall be deemed terminated and of no further force or effect; provided, however, that such termination shall not affect: (i) annexation of the Property to the Town; 7 1044033.12 (ii) any common-law vested rights obtained prior to such termination; (iii) any right arising from Town building permits, development approvals or other zoning entitlements for the Property or the Project which were granted or approved prior to expiration of the Vesting Term; or, (iv) any obligation of a Party under this Development Agreement that has not been fully performed as of the date on which the Vesting Term expires. (b) Term of Development Agreement. Notwithstanding any prior expiration of the Vesting Term (or survival of the Vesting Term after expiration of the Term), the term of this Development Agreement and the Parties’ obligations hereunder shall commence upon the Effective Date and shall terminate upon expiration of the Term. Upon expiration of the Term, the Town is entitled under the terms of this Development Agreement to terminate the Tax Credit. Notwithstanding the foregoing, the Town may elect to extend the Term in accordance with Section 6.1(d). In no event shall the Term expire before the Town’s obligation to maintain the Tax Credit in effect has terminated as provided in Section 6.1(b). (c) Obligation to Maintain Tax Credit. Without limitation of the foregoing, the Town’s obligation to maintain the Tax Credit in effect pursuant to Sections 4.2(a) and 6.1(b) shall survive expiration of the Vesting Term and shall continue in full force and effect until the conditions set forth in Section 6.1(b) have been fully satisfied. 1.5 Amendment of Development Agreement. This Development Agreement may be amended or terminated only by mutual written consent of the Town, TCMD and Master Developer (but not by their respective successors or assigns or by any non-Party Landowner) following the public notice and public hearing procedures required for approval of this Development Agreement; provided, however: (a) Specific Grant of Amendment Rights. For purposes of this Section 1.5 only, the term “Master Developer” means TCLLC, EMD and those additional parties, if any, to whom TCLLC or EMD has specifically granted, in writing, the power to enter into such amendments. No entity to whom TCLLC or EMD has granted the power to enter into such amendments may further assign or grant such power to another entity except to the extent expressly stated in the grantee’s original grant from TCLLC or EMD. (b) Limited Parties. The written consent of a Limited Party (other than EMD in its capacity as Master Developer, as otherwise set forth in this Section 1.5) shall not be required except to the extent the proposed amendment directly and expressly modifies a provision of this Development Agreement that establishes a right, obligation or remedy of such Limited Party. (c) VMD. During any portion of the Term in which VMD has outstanding District Debts that VMD issued or incurred as part of or with respect to the Financing Plan, VMD’s written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for amendments to the Financing Plan and/or to Section 5.1 to the extent such amendments expressly create additional obligations of VMD and/or expressly modify any rights of VMD that are established in such provisions. VMD’s written consent shall not be required 8 1044033.12 with respect to amendments to this Development Agreement that are not expressly within the scope of the preceding sentence. (d) BNP. The Parties acknowledge that until such time as there are no outstanding obligations to BNP under the 2013 Reissue Documents, TCMD and/or VMD’s agreement to any future amendment to the provisions of this Development Agreement that run in favor of BNP, including without limitation, this Section 1.5(d), Section 1.6, Article 4, Article 6 and Article 7 is subject to BNP Paribas’ (or any successor or assignee of BNP Paribas pursuant to Section 8.11) prior written consent. The Parties further acknowledge that until such time as there are no outstanding obligations to BNP under the 2013 Reissue Documents, TCMD and VMD are (or are anticipated to be) required by the provisions of the 2013 Reissue Documents to obtain the consent of BNP (or a written acknowledgement that such consent is not required) to any future amendment to the provisions of this Development Agreement, and failure on the part of TCMD and VMD to obtain such consent prior to entering into any such amendment will be a default under the 2013 Reissue Documents, as to which BNP will have the right to exercise its remedies. 1.6 Cooperation in Defending Legal Challenges. If, after the Execution Date, any legal or equitable action or other proceeding is commenced by a third party challenging the effectiveness of Ordinance No. 12-10, the effectiveness of this Development Agreement and/or the Development Plan, or the validity of any provision of this Development Agreement and/or the Development Plan, the Parties shall in good faith cooperate in defending such action or proceeding and shall each bear their own expenses in connection therewith. Unless the Parties otherwise agree, each Party shall select and pay its own legal counsel to represent it in connection with such action or proceeding. The Parties acknowledge that the obligations of the Town , VMD and TCMD pursuant to this Section 1.6 are subject to compliance with the requirements of Section 20 of Article X of the Colorado Constitution. Accordingly, the Town, VMD and TCMD shall in good faith take such steps as may be available to them in response to the filing of any action or proceeding addressed above to set aside, hold and irrevocably pledge adequate present cash reserves to fund the reasonably anticipated costs of defending such action or proceeding; provided, however, if either the Town, VMD or TCMD is not in a position to fund from present cash reserves all or any portion of the reasonably anticipated costs of defending such action or proceeding, such Party’s obligation pursuant to this Section 1.6 shall be subject to annual appropriation. 1.7 Role of Master Developer. For the reasons described in Recital G, the Developer Affiliates have designated Master Developer to act on behalf of themselves and their respective successors in interest with respect to and for all purposes of this Development Agreement. The Developer Affiliates may designate a replacement Master Developer from time to time, or may terminate the role of the Master Developer, by delivery of written notice thereof to the Town, VMD and TCMD which is signed by a majority of the Developer Affiliates owning any part of the Property as of the date of such notice. Any replacement Master Developer must be an entity that is a Developer Affiliate. The designation of a replacement Master Developer or termination of the role of Master Developer by the Developer Affiliates shall not require an amendment to this Development Agreement and shall not require the consent of the Town, VMD, TCMD or BNP. 9 1044033.12 1.8 Rights and Obligations of Limited Parties and Intended Beneficiaries. (a) Limited Parties. As more particularly described in Recital R, each Limited Party is executing this Development Agreement solely with respect to a limited obligation of such Limited Party. With respect to each Limited Party, such obligations, rights and remedies are expressly limited as follows: (i) AURA. AURA’s obligations arising under this Development Agreement are limited to those set forth in Section 4.3. AURA’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(i). (ii) EMD. EMD’s obligations arising under this Development Agreement are limited to those set forth in Section 5.4. EMD’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(ii). (iii) The Commercial PIC. The Commercial PIC’s obligations arising under this Development Agreement are limited to those set forth in Section 5.2. The Commercial PIC’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(iii). (iv) The Mixed Use PIC. The Mixed-Use PIC’s obligations arising under this Development Agreement are limited to those set forth in Section 5.2. The Mixed-Use PIC’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(iv). (b) Intended Beneficiaries. Except to the extent an Intended Beneficiary undertakes obligations as an Applicant in connection with the development of a Site and/or execution of a Public Improvement Agreement as provided in this Development Agreement, no Intended Beneficiary is subject to any obligation arising solely under this Development Agreement. Except with respect to the rights and remedies of such Intended Beneficiaries as set forth in Section 7.7(d), no Intended Beneficiary has acquired any enforcement right or remedy arising solely under this Development Agreement. Notwithstanding the foregoing, TC-RP shall have the obligations set forth in Section 5.5. ARTICLE 2 ANNEXATION, ZONING AND VESTED PROPERTY RIGHTS 2.1 Annexation. Annexation of the Property was accomplished in accordance with the Original Agreement and the Colorado Municipal Annexation Act of 1965, as amended (C.R.S. §§ 31-12-101, et seq.) as in effect in 1998. Consistent with the foregoing and in implementation of the Settlement Term Sheet, this Development Agreement ratifies annexation of the Property. 2.2 PUD Zoning. Planned unit development (PUD) zoning of the Property was accomplished in accordance with the Original PUD Guide. Consistent with the foregoing and in implementation of the Settlement Term Sheet, this Development Agreement ratifies the PUD zoning of the Property pursuant to the Original PUD Guide, ratifies each administrative and each formal amendment to the PUD Guide and/or PUD Master Plan accomplished prior to the 10 1044033.12 Effective Date, and ratifies all development that has occurred within the Property pursuant to the Original PUD Guide. Concurrently with Recording of this Development Agreement, the Parties caused Recording of the PUD Guide. Accordingly, the Property is zoned PUD pursuant to and as set forth in the PUD Guide. 2.3 Permitted Uses/Design Standards. The permitted uses of the Property, the density and intensity of use, the maximum height, bulk and size of proposed buildings, design standards, road profiles and sections, provisions for reservation or dedication of land for public purposes, the general location of roads and trails, the ability of an Applicant to relocate roads, trails and improvements, and other terms and conditions of development applicable to the Property and the Project shall be those set forth in the PUD Guide and in this Development Agreement. 2.4 Vesting of Property Rights. The Original Agreement and the Original PUD Guide were Site Specific Development Plans with respect to which the Town granted Vested Property Rights for a term of thirty-five (35) years from the Original Effective Date. Consistent with the foregoing and in implementation of the Settlement Term Sheet, this Development Agreement ratifies the Vested Property Rights established by the Original Agreement and the Original PUD Guide and, as described in Section 1.4(a), extends the term of such Vested Property Rights (including with respect to future amendments to any such Approved SSDP) through and including October 20, 2039. Approval of the Development Plan constitutes a vested property right pursuant to Article 68 of Title 24, C.R.S., as amended, and Title 7, Chapter 16, of the Avon Municipal Code as amended. Accordingly, the rights identified below (collectively, the “Vested Property Rights”) are expressly ratified, granted and approved by Town Council: (a) The right to develop, plan and engage in land uses within the Property and the Project in the manner and to the extent set forth in and pursuant to the Development Plan and other Approved SSDPs (if any). (b) The right to develop, plan and engage in land uses within the Property and the Project in accordance with the densities, physical development standards and other physical parameters set forth in the PUD Guide and other Approved SSDPs (if any). (c) The right to develop the Project in the order, at the rate and at the time as the applicable Developer determines appropriate given market conditions and other factors, subject to the terms and conditions of the Development Plan and other Approved SSDPs (if any). (d) The right to develop and complete the development of the Project including, without limitation, the right to receive all Town approvals necessary for the development of the Project with conditions, standards and dedications which are no more onerous than those imposed by the Town upon other developers in the Town on a uniform, non-discriminatory and consistent basis, and subject only to the exactions and requirements set forth in the Development Plan and other Approved SSDPs (if any); provided that such conditions, standards and dedications shall not directly or indirectly have the effect of materially and adversely altering, impairing, preventing, diminishing, imposing a moratorium on 11 1044033.12 development, delaying or otherwise adversely affecting any of Master Developer ’s, EMD’s, Developer Affiliates’ or any other Landowner’s rights set forth in the Development Plan or other approved SSDPs (if any). (e) The right to prevent (by mandamus, mandatory or prohibitory injunction or other form of legal or equitable remedy) the application to the Property or the Project of any Town or citizen initiated zoning, land use or other legal or administrative action that would directly or indirectly have the effect of materially and adversely altering, impairing, preventing, diminishing, imposing a moratorium on development, delaying or otherwise adversely affecting any of Master Developer ’s, EMD’s, Developer Affiliates’ or any other Landowner ’s rights set forth in the Development Plan and/or other Approved SSDPs (if any). Section 7.1 of the Town’s Charter precludes citizen-initiated measures regarding certain matters, including the zoning or rezoning of property. In accordance with Section 7.1 of the Town’s Charter, no initiated measure shall be permitted that would have the effect of modifying or negating the Town ordinance by which Town Council approved implementation of the Settlement Term Sheet, Ordinance No. 12-10, or any instrument implementing the Settlement Term Sheet as approved in Ordinance No. 12-10, including but not limited to the Development Plan. (f) Notwithstanding any additional or contrary provision of the Municipal Code (as in effect from time to time), and notwithstanding any prior expiration of the Term, the Vesting Term with respect to the Development Plan and other Approved SSDPs (if any) shall not expire, be deemed forfeited, or otherwise limited or impaired prior to October 21, 2039. For the avoidance of doubt and notwithstanding any contrary provision of the Municipal Code (as in effect time to time), the scope of Vested Property Rights established by the Development Plan specifically includes the right that all amendments to the Development Plan or other Approved SSDPs (if any) approved by the Town shall be and remain vested through and including October 20, 2039, and includes the right to retain and enjoy the remaining period of the Vesting Term for any amendment to the Development Plan or other Approved SSDPs (if any). Accordingly, during the Vesting Term (and notwithstanding any prior expiration of the Term) Town Council (or other final decision-maker of the Town) shall not condition approval of any future amendment to the Development Plan or other Approved SSDPs (if any) on, nor shall Town Council (or other final decision-maker of the Town) make any such approval subject to the Applicant’s, Landowner ’s or Master Developer ’s consent to, a reduction of the then-remaining Vesting Term. 2.5 No Obligation to Develop. (a) Master Developer; Other Landowners. Neither Master Developer nor any Landowner shall have any obligation arising under this Development Agreement to develop all or any portion of the Project, nor shall Master Developer or any Landowner have any liability to the Town or any other party arising under this Development Agreement for not developing all or any part of the Project. The Parties contemplate that the Project will be developed in phases as generally driven by market conditions as they exist from time to time. Neither Master Developer nor any Landowner shall have any obligation arising under this Development Agreement to develop all or any portion of any such phase, notwithstanding the development or non-development of any other phase, and neither Master Developer nor any Landowner shall 12 1044033.12 have any liability to the Town or any other party arising under this Development Agreement for not developing all or any portion of any such phase of the Project. (b) Districts. The Districts’ Service Plans establish the scope of the Districts’ authorized activities and shall not be construed to constitute an obligation of the Districts to cause the development of any particular Public Improvements, or to provide any particular services or to perform any other function for which the Districts have authorization, nor shall such Service Plans be construed to create any obligation of Master Developer or any Landowner to provide any Public Improvements, any services or to otherwise pay any monies or perform any actions on behalf of or for the benefit of the Districts. No District shall have any obligation arising under this Development Agreement to develop all or any portion of the Public Improvements, nor shall any District have any liability to the Town or any other party arising under this Development Agreement for not developing all or any part of the Public Improvements. The Parties contemplate that the Project will be developed in phases as generally driven by market conditions as they exist from time to time. No District shall have any obligation arising under this Development Agreement to develop all or any portion of the Public Improvements pertinent to any such phase, notwithstanding the development or non-development of any Public Improvements for any other phase, and no District shall have any liability to the Town or any other party arising under this Development Agreement for not developing all or any portion of the Public Improvements pertinent to any such phase of the Project. The foregoing shall not be construed to relieve any District of any obligation established pursuant to the terms and conditions of a Public Improvements Agreement that is executed by a District as contemplated in Section 3.2(a). (c) Construction and Interpretation. For purposes of this Section 2.5 references to Master Developer, Landowners and the Districts shall be construed to include their respective employees, agents, members, officers, directors, shareholders, consultants, advisors, successors, assigns and similar individuals or entities. 2.6 Compliance with General Regulations. Except as otherwise provided in the Development Plan, the establishment of Vested Property Rights under this Development Agreement shall not preclude the application on a uniform and non-discriminatory basis of Town ordinances and regulations of general applicability (including, but not limited to, building, fire, plumbing, electrical and mechanical codes, the Municipal Code (as in effect on the Original Effective Date or as amended from time to time), and other Town rules and regulations) or the application of state or federal regulations, as all of such regulations existed on the Original Effective Date or may be enacted or amended after the Effective Date; provided, however, that Town ordinances and regulations newly enacted or amended after the Original Effective Date shall not directly or indirectly have the effect of adversely altering, impairing, preventing, diminishing, imposing a moratorium on development, delaying or otherwise adversely affecting any Landowner ’s Vested Property Rights. No Landowner shall be deemed to have waived its right to oppose the enactment or amendment of any such ordinances and regulations. 13 1044033.12 ARTICLE 3 PUBLIC IMPROVEMENTS; DEVELOPMENT STANDARDS; EXACTIONS 3.1 Design Review. As contemplated by the Original Agreement and as more particularly described in the PUD Guide, the Design Review Board has been established (and, as required by the Original Agreement, includes a member designated by the Town’s Planning and Zoning Commission), the Design Covenant has been Recorded and the Design Review Guidelines have been promulgated. During the Term, the Design Review Board shall continue to consist of not more than five (5) members, one (1) of whom shall be a member of the Town’s Planning and Zoning Commission designated by the Town from time to time and the remainder of whom shall be appointed as provided in the governing documents of the Design Review Board. The Design Covenant shall govern matters related to use and development of all or any part of the Property. Where any conflict between the Design Review Covenant and the Development Plan may occur, the most restrictive provision shall govern. The Design Review Board shall refer to the Town’s Planning and Zoning Commission, for comment only and not for approval or disapproval: (A) all development proposals submitted to the Design Review Board for portions of the Property located south of Interstate 70; (B) all portions of the Property located north of Interstate 70 other than Planning Areas K and RMF-1 (with respect to which the Design Review Board shall have no obligation to refer to the Town’s Planning and Zoning Commission); and (C) all proposed amendments to the Design Covenant. At Master Developer’s option, separate design review board(s) may be established with respect to Planning Areas RMF-1 and K. Such separate design review board(s), if any, created for Planning Areas RMF-1 and K shall not be required to include any Town official as a member. 3.2 Allocation of Public Improvement Obligations. Except as otherwise expressly set forth in this Development Agreement, the timing of the design, construction and financing of the Public Improvements, as well as the designation of the specific entity responsible for such design, construction and financing, will be addressed in the applicable Public Improvement Agreement(s) as development of the Project takes place in conjunction with the processing of the applicable Development Application (which may or may not be a subdivision application). The Public Improvement obligations described in this Development Agreement are intended to be allocated among, as applicable, the Districts, Master Developer, a Developer and/or an Applicant based on the relationship between the particular Public Improvement(s), the Site owned by the particular Developer and/or Applicant, and the nature of the development occurring on the Site. This Development Agreement does not specifically allocate such Public Improvement obligations (with the exception of the Tank Project, as provided in Section 5.5(b)), it being the Parties’ intent that the allocation will be set forth in a Public Improvement Agreement executed in connection with the processing and approval of the applicable Development Application. Public Improvements for which a District does not undertake to finance the design, construction, maintenance and operation shall be undertaken by the applicable Developer and/or Applicant. All such Public Improvements, whether undertaken by a District or undertaken by a Developer and/or Applicant, shall be undertaken and provided in accordance with the terms and conditions of the applicable Public Improvement Agreement executed in connection with approval of the pertinent Development Application (provided that no Public Improvement Agreement shall be required for the Tank Project). 14 1044033.12 (a) Role of Districts. Subject to the availability of funds therefor, District board of directors authorization, the terms and conditions of this Development Agreement, the Districts’ respective Service Plans and state law, and in consideration of the Town ’s performance of its obligations under this Development Agreement (specifically including but not limited to the Financing Plan), the Districts may from time to time (without obligation to do so arising under this Development Agreement except with respect to the Tank Project, as provided in Section 5.5(b)) undertake to finance the design, construction, maintenance and operation, as applicable, of the Public Improvements as and when reasonably needed to support development of the Project. References to Master Developer, EMD, Developer Affiliates, Developers, Landowners or Applicants in the context of the Public Improvement obligations addressed in this Development Agreement will be construed to mean and include by reference the applicable Districts to the extent particular Districts have undertaken such obligations pursuant to the terms of a Public Improvement Agreement as contemplated in this Development Agreement. This Development Agreement will not be construed as creating an implied obligation for the Districts to finance or construct any particular Public Improvements prior to such District’s execution of a Public Improvement Agreement pursuant to which the applicable District undertakes specific obligations regarding specific Public Improvements. Any obligation undertaken by a District pursuant to this Section 3.2 shall not be construed to constitute a multiple fiscal year obligation of such District, but shall be subject to annual budget and appropriation unless otherwise agreed to in writing by such District. (b) Assurance of Completion. The Applicant for any Development Application submitted after the Effective Date will provide an improvement guarantee assuring completion of the Public Improvements as required by the Municipal Code as then in effect (to the extent not inconsistent with an express provision of this Development Agreement or the PUD Guide), and as more particularly described in the applicable Public Improvement Agreement to be executed in connection with future Development Application approvals. 3.3 Public Roads and Access. (a) General. Access, ingress and egress to, from and within the Project shall be provided as generally described in the Development Plan. As generally described in Recital K, prior to the Execution Date TCMD has fully performed all road construction obligations specifically required pursuant to the Original Agreement. The PUD Master Plan graphically depicts the alignments of existing permanent roads, the alignments of existing temporary roads, and potential conceptual alignments of some future roads. Subject to the availability of District Revenues not pledged or otherwise encumbered by the obligations of the Districts as set forth herein or under any debt instruments contemplated herein, one or more of the Districts may (as contemplated by and subject to the conditions described in Section 3.2(a)) undertake to finance and/or construct the public roads within the Project. All public roads, whether constructed by or on behalf of a District or a Developer, shall be constructed in accordance with the standards set forth in the PUD Guide and shall be Dedicated to and Accepted by the Town in accordance with Section 3.3(b). Nothing set forth in the preceding sentence shall prohibit or limit a Landowner ’s right to construct and maintain private roads, or to construct and Dedicate public roads to the Town or to a District (subject to the availability of sufficient District Revenues to maintain such public roads). 15 1044033.12 (b) Dedication; Acceptance and Maintenance of Public Roads and Rights-of- Way . Subject to the specific terms and conditions set forth in Article 4 and Article 6: (i) Existing Public Roads. Contemporaneously with the Effective Date, TCMD conveyed to the Town all of TCMD’s right, title and interest in and to the existing public road tracts (Swift Gulch Road, Post Boulevard, Fawcett Road and Yoder Avenue), together with the road improvements, streetscape improvements, landscape improvements and drainage improvements located within such rights-of-way. The Town granted Final Acceptance of all such roadways and related improvements for maintenance without reservation or condition, whether related to warranty periods or otherwise, and released all warranty collateral related thereto. (ii) Main Street. As of the Execution Date, the temporary alignment and road surface of East Beaver Creek Boulevard within Lot 1 (re-designated in the PUD Guide as Main Street) is located within the easement established by the Easements with Covenants and Restrictions Affecting Land, dated April 24, 2002, and Recorded May 8, 2002, at Reception No. 795009, and shall not be Dedicated to the Town until such time as each pertinent phase of the final alignment thereof is completed as more specifically set forth in the PUD Guide. Dedication of each phase of the permanent alignment of Main Street shall be accomplished pursuant to clause (iii) below. During the period prior to Dedication of each phase of the permanent alignment of Main Street, the Town is and shall remain responsible for snow removal, road maintenance, streetscape maintenance and landscape maintenance within the current East Beaver Creek Boulevard easement. The Parties acknowledge that no streetscape or landscape improvements are located within the East Beaver Creek Boulevard easement as of the Execution Date, but that the Town shall maintain such streetscape or landscape improvements, if any, that may be installed after the Execution Date. Asphalt overlays shall not be required prior to Dedication of each phase of Main Street and, as set forth in Section 4.2(d), the Town shall undertake responsibility for asphalt overlays for each phase of Main Street only after Dedication of each such phase of Main Street. From and after Dedication of each phase of the permanent alignment of Main Street, the terms and conditions of clause (iii) below shall apply to such Dedicated phase. (iii) Future Public Roads and Rights-of-Way . Future public road rights-of-way (including future phases of the permanent alignments of Main Street and East Beaver Creek Boulevard) shall be Dedicated to the Town by Recording of the pertinent final plat or, if acceptable to the Town, by Recording of a special warranty deed in the form attached as Exhibit B of this Development Agreement upon generally the same terms and conditions as the conveyances referenced in clause (i) above. Upon completion of construction, Public Improvements located within public road rights-of-way shall be Dedicated to the Town by bill of sale. Concurrently with the Dedication, the Town shall grant Preliminary Acceptance of the pertinent property interests and Public Improvements. Upon expiration of the warranty period and resolution of any warranty matters that might arise during the Preliminary Acceptance period, the Town shall grant Final Acceptance. With respect to the primary road providing access to Planning Area K, the Town and Master Developer acknowledge it is intended that the road will be a public road from the Post Boulevard roundabout located 16 1044033.12 north of Interstate 70 to a point approximately adjacent to the northwest corner of Lot 73 as indicated on the PUD Master Plan in effect as of the Effective Date, and will be a private road from that point through the remaining area of Planning Area K. The final point of demarcation will be established at the timing of final subdivision plat. The Town shall have no maintenance or snow removal responsibility for the portion of such road that is private. (iv) Sidewalk Snow Removal. The Town’s obligation pursuant to this Development Agreement to remove snow from sidewalks shall be limited to Post Boulevard, Main Street (in both the interim East Beaver Creek Boulevard alignment existing as of the Execution Date and the future final Main Street alignment), Swift Gulch Road, Fawcett Road and Yoder Avenue. Maintenance of other sidewalks along public roads shall be in accordance with generally applicable standards set forth the Municipal Code (as amended from time to time) and applied uniformly throughout the Town. (c) Phased Road Improvements. (i) Generally. All roads, including Main Street and East Beaver Creek Boulevard (as such roads are identified on the PUD Master Plan), may be developed in phases in accordance with the road standards set forth in Exhibit F of the PUD Guide and as warranted based on the applicable traffic study. (ii) Main Street. Without limiting the generality of the foregoing, construction of the final alignment of Main Street shall consist of converting the existing alignment and road surface from temporary to permanent by the phased construction thereof in accordance with the road standards set forth in Exhibit F of the PUD Guide. (iii) East Beaver Creek Boulevard. The Town shall not require completion of East Beaver Creek Boulevard as a through road until the earlier of: (A) such time as it becomes necessary to construct a particular phase of East Beaver Creek Boulevard to provide a means of ingress to and egress from Sites within Lot 1 that are undergoing vertical development and do not otherwise have access to a public street; or (B) such time as a particular development proposal within Lot 1 requires completion of the connection in order to preclude the impact of the approved development proposal from reducing the level of service (LOS) on Main Street below a designation of “C” (estimated to be in the range of approximately 8,000 to 11,000 vehicle trips per day) as established by traffic studies to be provided by a traffic engineer or firm licensed in Colorado in connection with the particular approved development proposal. Subject to review by the Town Engineer, the north/south alignment of East Beaver Creek Boulevard within Planning Areas C and D may be established to include an interim or permanent connection to Main Street (e.g., East Beaver Creek Boulevard can connect to Main Street east of Planning Area A and either continue to the roundabout at the southeast corner of Planning Area F in an interim condition or separate from Main Street and connect to the roundabout at the northeast corner of Planning Area F in either an interim or permanent condition) so long as the easterly (roundabout at Post Boulevard) and westerly (where East Beaver Creek Boulevard enters the Project) connections depicted on the PUD 17 1044033.12 Master Plan are maintained and each segment of Main Street is maintained at not lower than LOS “C” (e.g., if the traffic studies demonstrate that LOS “C” can be maintained on the easterly segment of Main Street with an interim connection as described above, completion of the final through connection alignment of East Beaver Creek Boulevard would not be required). (d) Dry Utilities. In connection with the Dedication of any public road rights-of-way (whether by special warranty deed or by final plat), including those rights-of-way Dedicated pursuant to Section 3.3(b)(i) and subject to such reserved rights, Master Developer or the pertinent Landowner shall have the right to reserve the exclusive right to install, own, operate, maintain, repair, replace and control access to all “Dry Utilities” (as defined in the PUD Guide) located or to be located within Dedicated public road rights-of-way; provided, however, that such activities shall be coordinated with the Town and all such Dry Utilities shall be located in such a manner as to comply with Town requirements regarding separation from public utilities located or to be located within such rights-of-way. 3.4 Municipal Water; Water Rights Dedications. Certain water rights have been conveyed to, or otherwise acquired by, the Authority to be used in connection with the development of the Project and to serve uses within the Project, including some of the water rights and historic consumptive use credits decreed in Case No. 97CW306, a prior payment to the Authority equivalent to 200 shares in the Eagle Park Reservoir Company and contract rights to water supplied by the Colorado River Water Conservation District (together with additional water rights, if any, Dedicated to the Town or to the Authority for such purposes after the Effective Date pursuant to Section 3.4(c), the “Water Rights”). Pursuant to and as more particularly described in the Tank Agreement: (i) as of the Effective Date, TCMD has conveyed to the Town, and the Town has thereafter conveyed to the Authority, certain interests in the Water Rights; (ii) the Water Rights conveyed to the Authority as of the Effective Date are deemed sufficient to provide potable water service up to a maximum of 106.3 acre-feet of consumptive use per year in accordance with depletion factors decreed in Case No. 97CW306; and (iii) as of the Effective Date, the Authority is legally obligated to issue taps and to provide the number of single family equivalents (SFE) of potable water service to the Project that is equivalent to 106.3 acre-feet of consumptive use per year, as more fully set forth in the augmentation plan approved in Case No. 97CW306. The amount of consumptive use attributable to potable water service pursuant to the depletion factors and other assumptions set forth in the plan for augmentation decreed in Case No. 97CW306 is calculated as 180.6 acre-feet per year less 74.3 acre-feet per year reserved by the Town for raw water irrigation and lake evaporation purposes [180.6 – 74.3 = 106.3]. The 106.3 acre-feet of consumptive use is referred to for purposes of this Section 3.4 as the “potable water allocation” and the 74.3 acre-feet of consumptive use is referred to herein as the “raw (non-potable) water allocation.” Additionally, the Tank Agreement provides that the Town has certain obligations with respect to providing municipal water service to the Project under circumstances where the Authority fails to provide such services due to dissolution or otherwise. (a) Water Bank. Master Developer and the Town shall establish and jointly maintain a cumulative written record (the “Water Bank”) that documents: (i) the total Water Rights, stated as the total “potable water allocation” and the total “raw (non-potable) water allocation;” (ii) the specific portion of the “potable water allocation” that is assigned to particular 18 1044033.12 Sites; (iii) the specific portion of the “raw (non-potable) water allocation” that is assigned to each parcel of irrigated area or lake surface for evaporation replacement within the Property (including such raw water uses as the Town has agreed to serve pursuant to this Development Agreement and the Tank Agreement) and (iv) the “potable water allocation” and the “raw (non-potable) water allocation” remaining available to be assigned for use within the Property. In connection with each final subdivision plat for a Site (whether processed administratively or formally) or building permit (if no water allocation, or insufficient water allocation, has previously been assigned to such Site), and subject to Subsection 3.4(c), Master Developer shall designate the portion of the “potable water allocation” and the “raw (non-potable) water allocation” that is assigned for development of the Site, and concurrently with approval of the pertinent final subdivision plat (or issuance of the pertinent building permit(s)) the Water Bank shall be updated to reflect such allocation and to reflect the corresponding reduction in the “potable water allocation” and the “raw (non-potable) water allocation” remaining available for use within the Property. Lot 1 as it is configured on the Effective Date shall be exempt from the foregoing requirement, but parcels within Lot 1 that are created by further subdivision of Lot 1 for purposes of development shall be subject to the foregoing requirement. The amount of consumptive use required to service development shall be based on the estimated demand, depletion factors and other assumptions set forth in the plan for augmentation decreed in Case No. 97CW306. (b) Return of Water Rights to Water Bank. If the amount of the “potable water allocation” and the “raw (non-potable) water allocation” assigned for any particular Site exceeds the amount of the “potable water allocation” and the “raw (non-potable) water allocation” actually required to serve the Site based upon actual development and final build-out thereof (such actual “potable water allocation” and “raw (non-potable) water allocation” demand to be determined in accordance with generally applicable requirements of the Authority and in accordance with the depletion factors decreed in Case No. 97CW306), the excess and unused portion of such water allocation shall be returned to the Water Bank and the Water Bank shall be revised to reflect that such excess and unused portion of such water allocation is available for assignment and is no longer assigned to the original Site. Excess and unused water allocation amounts returned to the Water Bank shall be available for allocation in accordance with Section 3.4(a) as though such water allocation amounts had not previously been allocated from the Water Bank to serve a particular Site. The determination of excess portion of any water allocation shall be determined by the Town and subject to the approval of the Authority, pursuant to their respective generally applicable requirements, and shall be based on consumptive use of the final build-out of any Site in accordance with the depletion factors and other provisions of the decree in Case No. 97CW306. The Town may require water usage restrictions or maintenance requirements to prevent any future increase of consumptive water use above the amount determined necessary to serve the final build-out of any Site. (c) Additional Water Rights. (i) For the Property. Full build out of the Project as contemplated by the Development Plan may require in excess of 180.6 acre-feet of consumptive use. If the aggregate total Water Rights is insufficient to support full development of the Project in accordance with the decree in Case No. 97CW306 and the PUD Guide, and all available water allocations under the Water Rights have been assigned to Sites (whether 19 1044033.12 developed or undeveloped) such that there is no water allocation remaining in the Water Bank, no further development may occur within the Property unless and until, with respect to the water allocation required to support such further development: (A) additional water rights are Dedicated resulting in additional water allocation amounts being available for assignment pursuant to the Water Bank; or (B) payment is made of fees in lieu of additional water rights Dedication; or (C) previously allocated but unused water allocation amounts are re-assigned from the original Site, and/or from raw (non- potable) water uses to potable uses, and returned to the Water Bank in accordance with Section 3.4(b). Acceptance of fees in lieu of additional water rights Dedication shall be subject to the sole discretion of the Town. (ii) For a Specific Site. If the water allocation amounts assigned to a Site in connection with a Development Application are not sufficient to serve the level of development proposed in the Development Application, the Town may condition approval of the Development Application on the Applicant satisfying the water allocation requirements for the Development Application by one or a combination of: (A) obtaining Master Developer’s allocation of additional water allocation amounts from the Water Bank; (B) Dedicating such additional water rights (meeting the generally applicable requirements of the Authority and the Town) as may be required to support the proposed level of development; or (C) paying such fees-in-lieu of water rights Dedication as may be required to fully satisfy the water allocation amounts requirement for the Development Application. The Dedication of additional water rights and the payment of fees-in-lieu of water rights Dedication shall be subject to review by the Town in accordance with the Municipal Code, and subject to approval by the Authority or its successor. Under such circumstances, the additional water rights Dedication or payment of fees-in-lieu shall be a condition precedent to, as applicable, issuance of the building permit or Recording of the final subdivision plat. (iii) Under the circumstances addressed in the foregoing clause (i) and clause (ii), which provisions shall be strictly construed against precluding development, the Town shall have no obligation to Record a final subdivision plat or issue a building permit with respect to a particular Site unless the requisite additional water allocation amounts obligation is satisfied in accordance with this Section 3.4(c). The determination of whether Dedication of additional water rights or payment of fees in lieu shall be in accordance with generally applicable rules and regulations of the Authority and the Town. Dedications of water rights, if required, shall be made in accordance with generally applicable Town rules, regulations and agreements with the Authority as in effect from time to time, it being acknowledged that the Town’s generally applicable rules, regulations and agreements with the Authority in effect as of the Effective Date require Dedication to the Town and conveyance of such water rights by the Town to the Authority. (d) Building Permits; Moratoria. The Town shall not withhold issuance of building permits, certificates of occupancy or processing/approval of Development Applications, nor shall the Town impose or enforce any moratorium on development within the Project, on the basis of insufficient Dedication of water rights for development which does not exceed the consumptive use of the water rights that have been Dedicated pursuant to the Tank Agreement 20 1044033.12 (or which does not exceed the consumptive use of any such additional water rights that may subsequently be Dedicated or otherwise conveyed) at such time. (e) Additional Water Tanks. If TCMD, VMD, any Applicant or any other party undertakes to construct one or more water storage tanks at an elevation higher than the water storage tank to be constructed pursuant to the Tank Agreement, and notwithstanding any contrary provision of the Municipal Code (as in effect from time to time), the Town shall not require the Applicant to seek a 1041 permit and shall not require the tank site to be a legally subdivided parcel (provided the owner of the water storage tank has an easement for the operation and maintenance thereof, and further provided that the Town may require the tank site easement area to be platted at such time as the pertinent lot(s) or tract(s) within Planning Area K are platted). If construction of any such water storage tank is undertaken independent and in advance of development of the portion of the property to be served by the water storage tank, the Town shall not require execution of a Public Improvement Agreement or monetary collateral (cash escrow, letter of credit or similar mechanism) for assurance of completion of the water storage tank; provided, however, that the Town may require a bond for the purpose of ensuring erosion control, mitigation of safety hazards, fencing and other matters related to properly securing the site if construction is discontinued indefinitely prior to completion. If construction of any such water storage tank is undertaken as a condition of approval of a Development Application for development of a Site with respect to which service will be required to be provided from the to be constructed water storage tank, the Town may require construction of the water storage tank and assurance of completion thereof pursuant to the terms and conditions of a Public Improvement Agreement as otherwise provided in this Development Agreement. The Town shall have no obligation to issue a temporary or final certificate of occupancy for a habitable structure within any Site with respect to which water service cannot be provided without such water storage tank becoming operational until such time as the pertinent water storage tank becomes operational. The foregoing shall not preclude the Town from issuing a building permit prior to completion of such a water storage tank if the Town determines such action to be consistent with public health, safety and welfare under circumstances then pertaining (for example, the water storage tank is reasonably anticipated to be operational prior to completion of the improvements for which the building permit is issued and the issuance of the building permit is conditioned on the water storage tank becoming operational prior to issuance of a temporary or permanent certificate of occupancy). (f) Tap Fees; Town Obligations Upon Assuming Authority Obligations. If the Town undertakes to provide water service to the Property in connection with dissolution of the Authority or otherwise, the Town shall charge water tap fees and usage charges to users within the Property on a uniform, non-discriminatory basis with other users within the Town. With respect to such water tap fees collected by the Town for providing water service to any user within the Property, the Town shall remit 100% of all such fees on a monthly basis: (A) if collected during the 2013 Bond Repayment Period, to TCMD or to VMD, as required by the 2013 Reissue Documents during the 2013 Bond Repayment Period; or (B) if collected after expiration of the 2013 Bond Repayment Period, either (1) to TCMD, or, (2) if the Town receives written notice from TCMD disclaiming an interest in all or a portion of such fees for a stated period of time and so directing the Town, the stated portion to VMD during the stated period, the stated portion to TCMD during and after the stated period, and in any event in accordance with the terms and conditions set forth in such written notice. The Town’s obligation to remit such 21 1044033.12 water tap fees pursuant to this Section 3.4(f) shall be subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution. Alternatively, the Town may direct that all such users remit water tap fees directly to TCMD and or VMD in accordance with clauses (A) and (B) above. The Town expressly disclaims any right, title or interest in or to any water tap fees payable in connection with development within the Property, and acknowledges that all such water tap fees constitute District Revenues, are the property of, and shall be due and payable to TCMD and/or VMD in accordance with clauses (A) and (B) above. 3.5 Sanitary Sewer. The Sanitation District, rather than the Town, provides sanitary sewer service to the Project. The topography of Planning Area K, the size of the lots contained in Planning Area K, the relative remoteness of Planning Area K from the rest of the Project and from the facilities of the Sanitation District, together with the comparative ease of servicing Planning Area K with individual septic tank and leach field systems, render all or designated areas within Planning Area K appropriate for exclusion from the Sanitation District. Accordingly, the Town will not oppose the proposed exclusion from the Sanitation District of all or any part of Planning Area K, whether initiated by Master Developer or the Developer of such portion of Planning Area K. 3.6 Drainage Plans; Stormwater Management. Drainage plans and stormwater management plans required in connection with the processing of any Development Application shall be in accordance with the terms and conditions of the PUD Guide. Without limitation of the foregoing, in processing any Development Application, the Town shall incorporate the assumptions of the drainage study prepared by David Johnson for the Property with respect to reducing the calculated stormwater flows, management and detention requirements based on the mitigating effect of vegetation within the Property, and the assumptions set forth therein shall govern and control over any conflicting provisions or assumptions in the Town ’s drainage master plan. However, if the Town amends its drainage master plan, which amendment results in less restrictive or less burdensome provisions than set forth in the David Johnson drainage study, such less restrictive or less burdensome provisions in the Town’s drainage master plan shall apply to the Property. 3.7 Land Dedications. As generally described in Recital K, prior to the Execution Date the pertinent Landowner fully performed certain land Dedication obligations specifically required to be performed pursuant to the Original Agreement, and all such Dedications shall be deemed to have been granted Final Acceptance. This Section 3.7 sets forth the sole unperformed and/or additional obligations of Master Developer, EMD, the Developer Affiliates, or any pertinent Landowner to Dedicate land (subject, however, to adjustment pursuant to Section 3.9(b), if applicable), and the assumptions underlying the Finance Plan are expressly based upon and reliant on the specific land Dedication requirements set forth in this Section 3.7. Accordingly, except as otherwise set forth below, during the Term and notwithstanding any current or future provision of the Municipal Code to the contrary (except pursuant to Section 3.9(b), if applicable), the Town shall not impose any land Dedication requirement, impact fee requirement or development exaction of any sort, except for the following, the performance of which together with prior land dedications and related exactions fully satisfies and extinguishes any dedication, impact fee and/or development exaction obligations pertaining to or in connection with development of the Project: 22 1044033.12 (a) School Site Dedication. The Original Agreement set forth certain requirements regarding the Dedication of land or cash in lieu thereof to address the impact of the Project on the school system. Pursuant to the Settlement Term Sheet, the school site provision of the Original Agreement has been modified as set forth in this Section 3.7(a) and, as of the Effective Date, Ordinance No. 06-17 and all conditions and restrictions set forth therein are rendered legally inoperative, void and of no further force or effect. (i) Parcels to be Conveyed. The following conveyances (collectively, the “School Site Dedication”) shall constitute full satisfaction of all requirements under the Municipal Code (as in effect from time to time) and other current or future Town regulations with respect to mitigation of the Project’s impact on the school system: (A) Concurrently with the Effective Date, TC-RP conveyed to the Town the approximately 3.536 acre Site designated on the PUD Master Plan as Planning Area E (i.e., Lot 3, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date)). Neither TC-RP, Master Developer, TCMD, VMD, any Developer Affiliate nor any Landowner (other than the Town or a state accredited educational entity to which the Town has conveyed such Site) shall have any obligation with respect to provision of any Public Improvements or other on-site or off-site improvements for Planning Area E, all such obligations being the sole responsibility of the Town. Accordingly, the Town hereby grants Final Acceptance with respect to Dedication of Planning Area E. (B) EMD (or the Landowner at the pertinent time), shall Dedicate to the Town an approximately 3.764 acre Site within Planning Area I upon Recording of the initial final subdivision plat within Planning Area I. Neither EMD (or the then-Landowner), TCLLC, TCMD, VMD, any Developer Affiliate, or any other Landowner (other than the Town or a state accredited educational entity to which the Town has conveyed such Site) shall have any obligation with respect to provision of any Public Improvements for the approximately 3.764 acre Site within Planning Area I. Accordingly, the Town shall grant Final Acceptance with respect to Dedication of the Planning Area I Site concurrently with Recording of the conveyance documents and no Acceptance, assurance of completion requirement or warranty period requirements shall apply. Access to the Planning Area I Site from a public street and extension of utilities and other Public Improvements shall be addressed through the final subdivision plat process. (ii) Use Restriction. Notwithstanding anything to the contrary set forth in the Municipal Code (as in effect from time to time) or any other statute, ordinance, regulation or the like, use of the School Site Dedication parcels shall be restricted to state accredited education facilities serving grades K through 12 (or any portion of such grades). Each special warranty deed conveying a School Site Dedication parcel shall incorporate the foregoing use restriction, which use restriction shall be independently enforceable as a deed restriction and not merged into or construed to preclude enforcement of the use restriction imposed by this Section 3.7(a)(ii). Any use of the 23 1044033.12 School Site Dedication parcels shall be subject to prior approval by the Design Review Board, including potential future uses including but not limited to pre-school, day care, community education, cultural, and/or are classes, museum, or recreational. (iii) Form of Conveyance. Conveyance of the Planning Area I School Site Dedication parcel shall be by special warranty deed in the form attached as Exhibit B to this Development Agreement, shall be without any reversionary clause, subject to all matters of Record other than monetary liens, and shall contain an express use restriction consistent with the foregoing Section 3.7(a)(ii). Conveyance of the Planning Area E School Site Dedication parcel was effected by Recording of a special warranty deed in the form attached as Exhibit B to this Development Agreement, without any reversionary clause, subject to all matters of Record other than monetary liens, and containing an express use restriction consistent with the foregoing Section 3.7(a)(ii). (iv) Additional Conditions. (A) Any use undertaken and any improvements constructed or installed within the School Site Dedication parcels shall comply with the terms of the Development Plan and shall be subject to review and approval by the Design Review Board. Prior to development of the School Site Dedication parcels for school purposes, the Town shall be responsible for installing and maintaining any improvements permitted to be made within the School Site Dedication parcels in accordance with the use restriction referenced in Section 3.7(a)(ii). After Dedication of the School Site Dedication parcels to the Town, the Town shall be responsible for controlling all noxious weeds within the School Site Dedication parcels. (B) If Eagle County School District demonstrates a need for a school site within the Project based on the impact of development within the Project, the To wn, Master Developer and EMD shall use best efforts to combine the park land dedications contemplated in Section 3.7(d) with the Planning Area I School Site Dedication parcel to create a consolidated site of sufficient size to meet the reasonable needs of the Eagle County School District. The preceding sentence shall not be construed to have the effect of: (i) creating a legal right of Eagle County School District to obtain a school site within Planning Area I or any other area of the Property; (ii) creating any legal obligation of the Town, EMD, Master Developer or any Landowner or Applicant to provide a school site on Planning Area I or any other area of the Property to the Eagle County School District; or (iii) creating a legal obligation of the Town, EMD, Master Developer, any Landowner or any Applicant to combine the park land Dedication with the Planning Area I School Site Dedication parcel. Eagle County School District shall not be construed to be, and the Parties expressly intend that Eagle County School District shall not be, an Intended Beneficiary. (C) The Town may lease or convey such School Site Dedication parcels to educational districts or organizations upon such terms as the Town determines in its sole discretion provided that: (i) such lease or conveyance 24 1044033.12 shall be for nominal consideration; and (ii) such lease or conveyance shall be expressly subject to the use restriction established pursuant to Section 3.7(a)(ii) and the applicable deed restriction as contemplated by Section 3.7(a)(iii). (b) Dedication of Planning Area B. Concurrently with the Effective Date, TC-RP has conveyed to the Town the approximately 4.1 acre Site designated on the PUD Master Plan as Planning Area B (i.e., Lot 2, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date)). Neither TC-RP, Master Developer, TCMD, VMD nor any Landowner (other than the Town) shall have any obligation with respect to provision of any Public Improvements or other on-site or off- site improvements for Planning Area B, all such obligations being the sole responsibility of the Town and not of AURA. Accordingly, the Town hereby grants Final Acceptance with respect to Dedication of Planning Area B. Any construction of buildings or facilities or landscaping improvements on Planning Area B, or any Public Improvements required in connection with the Town ’s development of Planning Area B, shall be subject to prior approval by the Design Review Board. The Town may create a plan for the development and use of Planning Area B, which may be adopted by the Design Review Board, and which shall then serve as a guide for review of uses and development of Planning Area B by the Design Review Board. Any use or plan for use of Planning Area B shall allow and incorporate the ability to construct for storage and/or augmentation purposes a water feature which can provide at least 2 acre feet of water storage (which shall not exceed a total surface area of 0.6 acres, including inflow and outflow on Planning Area B). Notwithstanding the preceding sentence, the Town shall have the right to maintain and operate as public open space all or a portion of Planning Area B which is not yet developed in accordance with this Section. Pursuant to the PUD Guide, the Town shall administratively process and approve subdivision re-platting of Planning Area B to adjust the boundary of Planning Area B in connection with final development of an adjacent Planning Area. The Town shall not unreasonably deny, condition or delay final action with respect to a Development Application to administratively re-plat Planning Areas B as provided herein. Until such time as Planning Area B is developed or improvements are constructed thereupon that preclude use of Planning Area B for snow storage, the Town and Master Developer (or its assignee(s)) shall have the right to use Planning Area B for snow storage in accordance with the terms of the Revocable License Agreement. (c) Planning Areas OS-5 and OS-6. EMD (or the Landowner at the pertinent time) shall convey Planning Areas OS-5 and OS-6 to the Town concurrently with Recording of the initial final subdivision plat for Planning Area I. Neither EMD (or the then-Landowner), Master Developer, VMD nor TCMD shall have any obligation with respect to provision of any Public Improvements for Planning Areas OS-5 and OS-6. Accordingly, the Town shall grant Final Acceptance with respect to Dedication of Planning Areas OS-5 and OS-6 concurrently with Recording of the conveyance documents and no Preliminary Acceptance or warranty period requirement shall apply. Such conveyance shall be by special warranty deed in the form attached as Exhibit B to this Development Agreement, and shall reserve to grantor (or its assigns, including a District) the right to construct a vehicle/pedestrian bridge crossing across Planning Areas OS-5 and/or OS-6 including the ability to construct and maintain bridge abutments and appurtenant roadways. Planning Areas OS-5 and OS-6 shall be conveyed without any reversionary clause, subject to all matters of Record other than monetary liens. The deed shall contain an express use restriction limiting use of the sites to open space and no other purposes 25 1044033.12 (except those uses reserved to grantor as provided above). The Town shall be responsible for installing and maintaining all improvements to be made within the open space parcels (other than those improvements grantor may cause to be installed per the reservation described above). After Dedication to the Town, the Town shall be responsible for controlling all noxious weeds within the open space parcels. Any improvements to be located within Planning Areas OS-5 and/or OS-6 shall be subject to Design Review Board review and approval. (d) Park Site Within Planning Area I, J and/or K. As determined by Master Developer in its sole discretion, Master Developer shall cause the pertinent Developer Affiliate to Dedicate, or EMD (or the Landowner at the pertinent time) shall Dedicate, 5.8 acres of park land to be located within Planning Area I, J and/or K. After Dedication, the Town shall be responsible for improving and maintaining the park lands Dedicated pursuant to this Section 3.7(d) in the Town’s sole discretion with regard to timing and appropriations. Neither the then-Landowner, Master Developer, VMD nor TCMD shall have any obligation with respect to provision of any Public Improvements for, or otherwise to improve, such Dedicated park land acreage. Accordingly, the Town shall grant Final Acceptance with respect to Dedication of the park land acreage concurrently with Recording of the conveyance documents and no Preliminary Acceptance or warranty period requirement shall apply. The foregoing obligation may be accomplished by one or more conveyances totaling not less than 5.8 acres in the aggregate. Such conveyance(s) shall be by special warranty deed in the form attached as Exhibit B to this Development Agreement, without any reversionary clause, subject to all matters of Record other than monetary liens. The deed(s) shall contain an express use restriction limiting use of the Site(s) to, as applicable to the particular Site, public park purposes and no other purposes, but which may include trail heads, trail connections, dog park, or natural park (i.e., wetland/natural resource protection area, hillside slopes, view planes, streambed/buffer and similar natural condition preservation areas). The Town shall be responsible for installing and maintaining all improvements to be made within the park site(s), and for controlling all noxious weeds within the park site(s). 3.8 Exactions, Fees and Payments. As generally described in Recital K, prior to the Execution Date development exactions, fees and payments required to be performed and/or made pursuant to the Original Agreement were fully or partially performed and, to the extent partially performed are hereby waived and extinguished pursuant to the Settlement Term Sheet and this Development Agreement. This Section 3.8 sets forth the sole and exclusive obligations and requirements with respect to exactions, impact fees and payments required in connection with development of the Project during the Term (subject, however, to adjustment pursuant to Section 3.9(b), if applicable), and the assumptions underlying the Finance Plan are expressly based upon and reliant on the specific land Dedication requirements set forth in Section 3.7. Accordingly, and notwithstanding any current or future provision of the Municipal Code (except pursuant to Section 3.9(b), if applicable), the Town shall not impose exactions or fees upon development within the Property for impacts related to schools, fire protection, emergency services, municipal facilities, public transit, municipal parks or open space which are in addition to the exactions, fees and payments described in this Development Agreement and/or the PUD Guide, or which have been previously paid or performed under the Original Agreement (such exactions, fees and payments fully satisfying and extinguishing any impact fee and/or development exaction obligations in connection with development of the Project). 26 1044033.12 3.9 Other Generally Applicable Taxes, Assessments and Fees. (a) General. All current and future taxes, and all current and future assessments and fees (other than the exactions, development impact fees and payments addressed by Section 3.8), imposed by the Town on a uniform and non-discriminatory basis within the Town and not expressly addressed in this Development Agreement or in the PUD Guide shall apply in the same manner and to the same extent within the Property as within the rest of the Town. (b) Density Increases by PUD Guide Amendment. The land dedication obligations set forth in Section 3.7 and the exaction, fee and payment obligations set forth in Section 3.8 are, as stated in such provisions, the sole and exclusive obligations with respect to such matters; provided, however, that such obligations are predicated on the maximum residential and commercial densities permitted by the PUD Guide in effect as of the Effective Date (including the minimum residential and commercial densities set forth therein for Planning Area I). Accordingly, to the extent the PUD Guide in effect as of the Effective Date is amended after the Effective Date to increase the maximum commercial and/or residential densities permitted by the PUD Guide (as so amended), the Town shall have the right to evaluate the impacts of such increased densities and to condition approval of such PUD Guide amendment on the imposition of additional land dedication and/or exaction, fee or payment obligations that correspond to the increment of increased density approved in such amendment. The additional requirements, if any, shall be based on the Municipal Code requirements in effect as of the submittal date of the pertinent PUD Guide amendment as applied only to the increment of increased density approved in such PUD Guide amendment. By way of example, if a PUD Guide amendment is approved which increases the maximum commercial density within the Project by 100,000 square feet, the maximum additional obligation with respect to matters addressed in Sections 3.7 and 3.8 shall be limited to what would be required to mitigate 100,000 square feet of commercial density under the Municipal Code requirements in effect on the submittal date of the PUD Guide amendment application. With respect to Planning Area I, any future PUD Guide amendment which establishes the minimum residential and commercial densities stated in the PUD Guide in effect as of the Effective Date shall not result in the imposition of any additional obligations with respect to matters addressed in Sections 3.7 and 3.8, but any amendment which has the effect of approving commercial or residential densities for Planning Area I in excess of the minimum densities stated in the PUD Guide in effect as of the Effective Date may require additional mitigation for the increment of increased density in the manner described above. 3.10 Prioritized Capital Projects. The Parties have identified the subset of Public Improvements set forth in Exhibit D (the “Prioritized Capital Projects”) as having particularly high value in supporting and encouraging the types of development within the areas of the Project that would produce relatively greater District Revenue and Municipal Payment revenues, at relatively less Public Improvement cost, and at a relatively earlier point in the development sequence. It is the Parties’ intent that, subject to market conditions and the terms and conditions of this Development Agreement (including but not limited to Sections 2.5 and 3.3), priority will be placed on supporting and encouraging investment in the Prioritized Capital Projects in order to support and encourage development to occur within Planning Areas A, C, D, F and J such that the Supplemental Bond capacity available pursuant to the Financing Plan is utilized to encourage 27 1044033.12 development that has a relatively greater probability of producing relatively greater increases in District Revenue and Municipal Payments. Accordingly, unless the Town and Master Developer agree otherwise in writing, the following requirements shall be binding: (a) East Beaver Creek Boulevard. Until such time as AURA has fully funded completion of East Beaver Creek Boulevard as contemplated by Section 6.7(g)(i) or such earlier time as East Beaver Creek Boulevard has been completed as a through road, $6,200,000 (adjusted as stated below) of the Credit PIF Cap shall be reserved to fund completion of East Beaver Creek Boulevard in its permanent alignment in the manner contemplated by and subject to the terms, conditions, phasing, design standards and construction timing obligations set forth in the PUD Guide and Sections 3.3(b)(iii) and 3.3(c) of this Development Agreement. The foregoing amount shall be reduced from time to time in an amount equal to the amount of Capital Project Costs (whether utilizing Credit PIF Revenues or TIF Revenues) for each phase of East Beaver Creek Boulevard that is granted Preliminary Acceptance, excluding from such reduction the Capital Project Costs, if any, attributable to any interim connection that is not incorporated into the permanent alignment of East Beaver Creek Boulevard as a through road pursuant to Section 3.3(c)(iii). Any portion of the foregoing reserved amount that has not been utilized upon completion of the permanent alignment of East Beaver Creek Boulevard as a through road, or upon a determination that the LOS requirement stated in Section 3.3(c)(iii) has been satisfied upon full build-out of Lot 1, shall be released and made available to fund other Cap Amounts as provided in Section 3.10(c). (b) Other Reserved Funds. Of the total Supplemental Bond capacity available under the Credit PIF Cap, a total of $16,843,441.44 (inclusive of the $6,200,000 reserved pursuant to Section 3.10(a)) shall be reserved to fund Capital Project Costs incurred in connection with construction of the Prioritized Capital Projects. (c) Balance of Supplemental Bond Capacity. The Districts may utilize the balance of the Supplemental Bond Capacity available under the Credit PIF Cap (after reservation and utilization of the funding capacity as described in clauses (a) and (b) above) to fund other Cap Amounts, with the prioritization of the Capital Projects so funded determined in the applicable District’s discretion (but subject to prioritization requirements set forth in any facilities funding agreement as in effect from time to time) and subject to the particular District having been assigned the right to receive and utilize such Credit PIF Revenues pursuant to the PIF Covenants and any applicable agreement regarding the assignment of such Credit PIF Revenues. 3.11 Landscaping/Visual Mitigation for Hurd Lane/Eagle Bend. In order to provide off-site mitigation for the benefit of the residents of Hurd Lane and Eagle Bend, Master Developer will, subject to receiving the right-of-way license or other form of approval from the Town and as otherwise subject to the terms and conditions of this Section 3.11, cause the following to be installed, in locations mutually determined by Master Developer and the Town, within the Hurd Lane right-of-way (which is owned by the Town): (i) 75 each of 10’ Colorado Spruce Trees (either Blue or Green); (ii) 55 each of 6-7’ Lilacs; and (iii) Irrigation – Drip poly tubing with three emitters per plant. Master Developer will be responsible for the cost of the planting materials, delivery of same to the site, labor and equipment for planting of the plant materials, and for parts and installation of the irrigation system. Installation will be undertaken 28 1044033.12 during the planting season in the spring of the year following the Effective Date. The Town will be solely responsible, at its sole expense, to provide the water tap(s) and water rights (from the Town’s water rights inventory) for irrigation of the plant materials, any vaults(s) required for the tap connection, for irrigation of the plant materials, and for maintenance and replacement of the planted materials commencing on the day of installation. Additionally, the Town shall have the obligation to provide a license or other form of legal right as may be necessary to enable Master Developer to perform such plantings, and Master Developer shall have no obligation to perform such plantings unless/until the Town has issued the appropriate license or similar form of approval to perform the work in the right-of-way. From and after the initial installation, Master Developer shall have no further obligation with respect to the plant material or irrigation system, such obligations being fully assumed by the Town as of the date of installation. Master Developer may satisfy this obligation with the Town’s consent by tendering a cash payment to the Town in an amount acceptable to the Town for the sole purpose of purchasing and installing the landscaping/visual mitigation described herein, and if the Town receives and accepts such cash payment then the Town shall provide to Master Developer a written acknowledgement and release that Master Developer has satisfied in full its obligations in this Section 3.11. ARTICLE 4 MUNICIPAL SERVICES; OBLIGATIONS OF TOWN AND AURA 4.1 Municipal Services. The Town shall have the ongoing responsibility and obligation to provide all municipal services to the Property and the Project including, without limitation, police protection, snow removal and road maintenance, maintenance (including repair and replacement) of streetscape improvements and landscaping within public road rights-of-way, bus transportation services, asphalt overlay of public roads, building code enforcement and other administrative services equivalent (except as expressly modified or qualified by Sections 3.3(b), 3.4, 4.2(c) and 4.2(d)) to those services provided to any other area of the Town on a uniform and non-discriminatory basis (collectively, the “Municipal Services”). The Parties acknowledge the Town provides public transit services as part of the Municipal Services based on a variety of factors including demand, the Town’s transit planning policies, funding availability and similar considerations and, accordingly, does not provide public transit service within all areas of the Town or make a representation or commitment regarding when and to what extent the Town may provide public transit service within the Property. As such, the Town shall not deny any Development Application based on a lack of transit services or the inability of the Town to provide transit services, and no approval of a Development Application shall be conditioned upon any party or entity other than the Town providing transit services. The Town’s receipt of Municipal Payments during the Term as generally described in Section 6.5, together with the additional revenues described in Section 6.16, is in consideration of the Town’s providing Municipal Services. The Municipal Payments and additional revenues described in Section 6.16 shall be conclusively deemed and construed to fully offset the Town’s cost of performing its Municipal Services obligations pursuant to this Development Agreement, such that no Party shall assert or claim that such Municipal Payments revenues are either inadequate or excessive, no Party shall assert or claim any right to an increase in or a reduction of such Municipal Payments revenues, and the Town shall not withhold, suspend or terminate the provision of any of the Town’s Municipal Services obligations pursuant to this Development Agreement. After expiration of the Term, the Town shall continue to provide Municipal Services in accordance with the Town’s general obligation to provide municipal services throughout the Town. 29 1044033.12 4.2 Town Obligations. Without limiting or negating any Town obligation set forth in another Article of this Development Agreement or narrowing by implication the Town’s obligations pursuant to Section 4.1, the Town shall perform the following obligations: (a) Tax Credit. As contemplated by the Original Agreement and codified at Sections 3.08.035, 3.12.065 and 3.28.075 of the Municipal Code (as in effect on the Execution Date), the Town has established the Tax Credit. During the Term, the Town shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Tax Credit from attaching to Taxable Transactions occurring within the Project, including but not limited to enacting any amendment to Sections 3.08.035, 3.12.065 and/or 3.28.075, or to any other provision of the Municipal Code, that would have such effect. (b) Cooperation in Implementation of Add-On RSF. As more particularly set forth in Section 6.5(d), the Town will cooperate with the PICs to effect the implementation of the Add-On RSF with respect to existing and future retail businesses within the Project, including but not limited to: (i) assisting in the coordination and implementation of reporting forms; (ii) participating with the PICs in meetings with representatives of such retailers regarding the nature and purpose of the Add-On RSF; and (iii) such other steps and actions as the PICs may request from time to time. (c) Assumption of TCMD Maintenance Obligations. From and after the Effective Date, the Town shall assume and be responsible for the performance of all of TCMD’s and VMD’s current and future maintenance, repair and replacement obligations with respect to Public Improvements (including but not limited to all Dedicated and Accepted public road right-of-way landscaping, Nottingham Dam, Nottingham-Puder Ditch, irrigation systems and water wells, the wet well located within PA-F, tree replacements and, subject to Section 3.3(b)(iv), snow removal). The Town shall have sole discretion to determine the appropriate maintenance of Nottingham Dam, which shall include but is not limited to maintenance, repair, replacement, improvement, expansion, decommission, removal and deferral of any activity. Notwithstanding the forgoing, TCMD and/or VMD shall retain responsibility to cause the following obligations to be performed utilizing District Revenues available to them for such purposes: (i) Parking Structures. Maintenance of the existing Traer Creek Plaza public parking structure located within Lot 2, Final Plat, The Village (at Avon) Filing 1, Recorded on May 8, 2002, at Reception No. 795007 (identified as “Unit 1” or the “Parking Unit” in the Condo Plat Map Recorded on the Effective Date) and, except to the extent the Town, TCMD and/or VMD otherwise agree in writing, any additional public parking facilities or structures that TCMD, VMD or another District may construct in the future. (ii) Lot 2 Internal Landscaping. Any landscaping maintenance obligation with respect to Lot 2, Final Plat, The Village (at Avon) Filing 1, Recorded on May 8, 2002, at Reception No. 795007 to the extent arising from a District’s status as owner of the Traer Creek Plaza public parking structure located therein (identified as “Unit 1” or the “Parking Unit” in the Condo Plat Map Recorded on the Effective Date). 30 1044033.12 (iii) Tract E. Maintenance of the park and flag pole located within Tract E, Final Plat, The Village (at Avon) Filing 1, Recorded on May 8, 2002, at Reception No. 795007. (d) Asphalt Overlays. Subject to the terms and conditions of the Asphalt Overlay Agreement and Section 6.6, the Town shall perform asphalt overlays for all Dedicated public roads located in the Project subject to the following terms and conditions: (i) Prior to Termination of Joint Funding. Until the shared funding contributions terminate pursuant to Section 6.6(b): (A) The Town shall commence overlays on Dedicated roads within the Project at such time as jointly determined necessary by the Town and TCMD. (B) As more particularly set forth in the Asphalt Overlay Agreement (including but not limited to Section 5(b) thereof regarding deemed consent under certain facts), TCMD and the Town each must provide written approval prior to the release of any funds from the Asphalt Overlay Account. (C) The Town ’s obligation to perform asphalt overlays shall be limited to the amount accumulated within the Asphalt Overlay Account. (D) The Town’s obligation to deposit funds into the Asphalt Overlay Account shall be limited to the portion of the Municipal Payments the Add-On RSF Collection Agent deposits on behalf of the Town pursuant to Section 5.2(c), and the Town shall have no obligation to contribute funds from any other source. (ii) After Termination of Joint Funding. From and after the date upon which the shared funding contributions terminate pursuant to Section 6.6(b): (A) The Town shall be solely responsible for all costs of asphalt overlays for Dedicated public roads in the Project. (B) The Town shall schedule and perform such asphalt overlays in a manner materially consistent and commensurate with other public roads in the Town having similar characteristics in terms of traffic volume, age of road surface and similar factors. (e) Easement for Access to Planning Area I. As of the Execution Date, the Town has acquired fee title to the Forest Service Village Parcel. The Town agrees and covenants that the Town shall provide consent, as the owner of the Forest Service Village Parcel, to EMD (or to the then-Landowner of Planning Area I) to submit a subdivision application for the Forest Service Village Parcel to plat and dedicate a public road right-of-way and to construct a public road in accordance with the applicable procedures and standards set forth in the PUD Guide and the Municipal Code. The Town has executed the Covenant and Temporary Easement Agreement in the form set forth in Exhibit C and shall cause the Covenant and Temporary Easement 31 1044033.12 Agreement to be Recorded on the Effective Date (or as soon thereafter as practicable) and prior to the Town Recording any conservation easement or any other real estate instrument which may limit the ability to plat a public road right-of-way or construct a public road. The Covenant and Temporary Easement Agreement shall run with the land and any conveyance or grant by the Town of any interest in the Forest Service Village Parcel shall be expressly subject to the Covenant and Temporary Easement Agreement. The Town, as owner of the Forest Service Village Parcel, shall cooperate with EMD (or the then-Landowner of Planning Area I) with respect to establishing the alignment and platting of the right-of-way for the public road over the Forest Service Village Parcel. Construction, Dedication and Acceptance of the public road over the Forest Service Village Parcel shall be pursuant to the pertinent Public Improvement Agreement and the Covenant and Temporary Easement Agreement shall terminate upon Final Acceptance of the pertinent Public Improvements on the Forest Service Village Parcel. Should the Town not have acquired the Forest Service Village Parcel prior to such time as access is needed to commence the process for constructing an access road to Planning Area I, the Town agrees to acknowledge, confirm and represent to the owner of the Forest Service Village Parcel that the PUD Master Plan approved by the Town depicts a road crossing the Forest Service Village Parcel to provide access to Planning Area I. (f) Service Plans. The Town has adopted Ordinance No. 12-10 which amends Chapter 18 of the Municipal Code to state that certain provisions concerning material modification do not apply to TCMD and VMD. During the Term, the Town shall maintain the foregoing amendment to Chapter 18 of the Municipal Code in effect without modification, shall not take any action to explicitly or implicitly repeal, reinstate, alter or re-impose those provisions of Chapter 18 of the Municipal Code from which TCMD and VMD were exempted by operation of Ordinance No. 12-10, and shall not impose other regulations which would have the effect of establishing definitions, requirements or procedures concerning the determination of material modification as applied to TCMD and VMD that are inconsistent with, more rigorous than or otherwise expand the scope of such determination as set forth in Colorado statues as may be amended from time to time. (g) Urban Renewal. If it is determined that Lot 1 will be included within an urban renewal area and if the Town seeks consent of the Master Developer and Landowner(s) in accordance with Section 6.7, the Town shall, utilizing all authority legally available to it as a home rule municipality under Colorado law, take such steps as may be necessary to assure compliance with the conditions set forth in Section 6.7. 4.3 AURA Obligations. If it is determined that Lot 1 will be included within an urban renewal area and if the Town seeks consent of the Master Developer and Landowner(s) in accordance with Section 6.7, AURA shall take such steps as may be necessary to assure compliance with the conditions set forth in Section 6.7 and the related obligations set forth in Section 6.17. 32 1044033.12 ARTICLE 5 OBLIGATIONS OF DISTRICTS, PICS, MASTER DEVELOPER, EMD AND DEVELOPER AFFILIATES 5.1 Obligations of TCMD and/or VMD. Without limiting or negating any TCMD or VMD obligation set forth in another Article of this Development Agreement, TCMD and/or VMD, as applicable, shall perform the following obligations: (a) Asphalt Overlay. TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period) shall perform the funding obligation with respect to the Asphalt Overlay Account in accordance with the terms and conditions of Section 6.6(a)(iii). (b) Notice of Financings. TCMD and VMD shall give to the Town forty-five (45) days’ prior written notice of their respective intent to finance and/or construct any Capital Projects utilizing Supplemental Bonds. (c) Add-On RSF. TCMD and VMD shall cooperate with the PICs to the extent reasonably necessary and appropriate in the imposition and administration of the Add-On RSF. TCMD and VMD will cooperate with the PICs to effect the implementation of the Add-On RSF with respect to existing and future retail businesses within the Project, including but not limited to: (i) assisting in the coordination and implementation of reporting forms; (ii) participating in meetings with representatives of such retailers regarding the nature and purpose of the Add-On RSF; and (iii) such other steps and actions as the PICs may request from time to time. During the Term and provided the Town is performing its obligation to maintain the Tax Credit in effect, neither TCMD nor VMD shall take any action to modify, reduce, terminate, suspend or otherwise prevent the Add-On RSF from attaching to applicable retail sales transactions occurring within the Project. (d) Utilization of Credit PIF Revenues. During the Term, TCMD and VMD shall utilize Credit PIF Revenues only for the Permitted Uses as set forth in Section 6.2(a) and shall apply Credit PIF Revenues in the priority set forth in Sections 6.9(b), 6.9(c) and 6.9(d). 5.2 Obligations of PICs. (a) Credit PIF. During the Term, the PICs shall take all legally available actions to maintain the Credit PIF in effect and shall take no action to modify, terminate, suspend or otherwise interfere with TCMD’s and/or VMD’s right to receive and utilize their respective portions of the Credit PIF Revenues for the purpose of performing their respective obligations pursuant to this Development Agreement. (b) Add-On RSF. Concurrently with the Effective Date, the board of directors of each PIC has caused the Recording of an amendment to the respective PIF Covenants having the effect of imposing the Add-On RSF. In order to effectuate the Parties’ intent regarding the collection and remittance of the Add-On RSF Revenues, each PIC, the Town and the Add-On RSF Collection Agent have executed and legally entered into an Add-On RSF Collection Services Agreement. During the Term and provided the Town is performing its obligation to maintain the Tax Credit in effect, each PIC shall: 33 1044033.12 (i) Collection of Add-On RSF. Pursuant to its authority under and in accordance with the terms and conditions of the PIF Covenants, take all legally available actions to maintain the Credit PIF in effect, continue to impose the Add-On RSF and undertake to cause the collection and remittance of the Add-On RSF Revenues by or to the Add-On RSF Collection Agent for disposition in accordance with the applicable Add- On RSF Collection Services Agreement and the terms and conditions of this Development Agreement. (ii) Remittance of Municipal Payments. (A) Undertake to cause the Add-On RSF Collection Agent to remit to the Town all Municipal Payments as and when due pursuant to the terms and conditions of the applicable Add-On RSF Collection Services Agreement and this Development Agreement. (B) Take no action to modify, terminate, suspend or otherwise interfere with the Town’s right to receive and utilize the Municipal Payments in the manner and for the purposes authorized pursuant to this Development Agreement and the applicable Add-On RSF Collection Services Agreement. (c) Asphalt Overlay Account. As more particularly set forth in the Add-On RSF Collection Services Agreement, the PICs (jointly with the Town) shall cause the Add-On RSF Collection Agent to deposit the designated portion of the Municipal Payments into the Asphalt Overlay Account on behalf of the Town as follows: (i) Initial Five Years. Commencing in 2014 and continuing through and including November 1, 2018, the Add-On RSF Collection Agent shall deposit into the Asphalt Overlay Account the first $120,000.00 (ONE HUNDRED TWENTY THOUSAND DOLLARS) of Municipal Payments actually received by the Add-On RSF Collection Agent. (ii) Subsequent Years. Commencing in 2019 and continuing through and including the date on which termination occurs pursuant to Section 6.6(b), the Add-On RSF Collection Agent shall deposit into the Asphalt Overlay Account the first $75,000.00 SEVENTY FIVE THOUSAND DOLLARS) of Municipal Payments actually received by the Add-On RSF Collection Agent. (iii) Post-Termination. From and after the date on which termination occurs pursuant to Section 6.6(b), the PICs (jointly with the Town) shall cause the Add- On RSF Collection Agent to remit all Municipal Payments directly to the Town as otherwise provided in the Add-On RSF Collection Services Agreement and in accordance with the terms and conditions of Section 5.2(b). 34 1044033.12 5.3 Obligations of Master Developer. Without limiting or negating any Master Developer obligation set forth in another Article of this Development Agreement, Master Developer shall perform the following obligations: (a) Asphalt Overlay. Master Developer shall perform its obligations with respect to funding of the Asphalt Overlay Account in accordance with the terms and conditions of Section 6.6(a)(iv). (b) Conveyance of Park Site in Planning Areas I, J and/or K. Pursuant to Section 3.7(d), Master Developer shall cause the then-current Landowner to convey to the Town such sites within Planning Areas I, J and/or K as may be determined necessary or desirable in satisfying such obligation. (c) Add-On RSF. Master Developer shall cooperate with the PICs to the extent reasonably necessary and appropriate in the imposition and administration of the Add-On RSF. Master Developer will cooperate with the PICs to effect the implementation of the Add-On RSF with respect to existing retail businesses within the Project, including but not limited to assisting in the coordination and implementation of reporting forms, meetings with representatives of such retailers regarding the nature and purpose of the Add-On RSF and such other steps and actions as the PICs may request from time to time. During the Term and provided the Town is performing its obligation to maintain the Tax Credit in effect, Master Developer shall take all legally available action to cause the PICs to impose, collect and remit the Add-On RSF as required pursuant to this Development Agreement, and Master Developer shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Add-On RSF from attaching to applicable retail sales transactions occurring within the Project. (d) Urban Renewal. If it is determined pursuant to Section 6.7 that Lot 1 will be included within one or more urban renewal areas, Master Developer shall take such steps, and cause Developer Affiliates to take such steps, as may reasonably be necessary to provide timely and full cooperation in establishing such urban renewal area(s) and related urban renewal plan(s), subject to full compliance with the conditions set forth in Section 6.7. The foregoing shall not be construed to constrain any Landowner from pursuing any property tax appeal proceeding or change in tax classification of any portion of the Property, nor shall it be construed to require any Landowner to cause or consent to a change in tax classification of any portion of the Property. (e) Landscaping/Visual Mitigation. Master Developer shall perform its obligations with respect to landscaping and visual mitigation as set forth in Section 3.11. 5.4 Obligations of EMD. Without limiting or negating any EMD obligation set forth in another Article of this Development Agreement, EMD shall perform the following obligations: (a) Conveyance of School Site in Planning Area I. Pursuant to Section 3.7(a)(i)(B), EMD or the then-current Landowner shall convey to the Town an approximately 3.764 acre Site within Planning Area I for school purposes. 35 1044033.12 (b) Potential Combination of Park and School Sites. EMD or the then-current Landowner shall undertake the efforts contemplated pursuant to Section 3.7(a)(iv)(B) regarding a potential consolidated school/park Site within Planning Area I. (c) Conveyance of OS Tracts. Pursuant to Section 3.7(c), EMD or the then-current Landowner shall convey to the Town the parcels designated in the PUD Master Plan as OS-5 and OS-6. (d) Conveyance of Park Site in Planning Area I. Pursuant to Section 3.7(d), EMD or the then-current Landowner shall convey to the Town such sites within Planning Area I as may be determined necessary or desirable in satisfying such obligation. 5.5 Obligations of TC-RP. TC-RP shall perform the following obligations: (a) Add-On RSF. Concurrently with the Effective Date, TC-RP, in its capacity as the “declarant” with respect to the PIF Covenants has caused to be recorded amendments to the PIF Covenants to implement the Add-On RSF. During the Term and provided the Town is performing its obligation to maintain the Tax Credit in effect, TC-RP shall take all legally available action to cause the PICs to impose, collect and remit the Add-On PIF as required pursuant to this Development Agreement, and TC-RP shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Add-On RSF from attaching to applicable retail sales transactions occurring within the Project. (b) Tank Project Financing. TC-RP shall provide financing for the construction and completion of the Tank Project (together with any refinancing thereof, “Tank Project Financing”) according to the following terms: (i) Funding of Tank Project Financing. TC-RP shall provide sufficient funds for completion of the Tank Project as and when required pursuant to and otherwise in accordance with the terms and conditions of the Tank Agreement. (ii) Reimbursement From Annual Debt Service Obligation. In accordance with the terms and conditions of the Pledge Agreement, the Districts shall utilize the Annual Debt Service Obligation (in the amount of $500,000 per year for a period of thirty (30) years commencing on, or promptly thereafter as may otherwise be set forth in the Pledge Agreement, the date the Authority permanently rescinds the moratorium on issuance of water taps pursuant to the terms and conditions of the Tank Agreement, such date to be coincident with the date on which the Authority grants “construction acceptance” of that portion of the Tank Project that is required to be Dedicated to and accepted by the Authority) to reimburse TC-RP (and, for purposes of such reimbursement, its successors and/or assigns) for: (A) the principal amount of $7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), which amount shall be a fixed amount that is not subject to increase or decrease, and shall constitute Capital Project Costs that are Net Proceeds and Cap Amounts; and (B) interest at the rate of 5.673% per annum, which interest payments shall constitute Bond Requirements and Non-Cap Amounts. Such obligations shall be paid in accordance with the priority set forth in Section 6.9(b)(i). TC-RP acknowledges and assumes the risk that 36 1044033.12 its obligation to fund the Tank Project pursuant to Section 5.5(b)(i) may require that TC-RP incur Capital Project Costs in a principal amount that exceeds $7,200,000. TCMD shall have no obligation to reimburse TC-RP for any Capital Project Costs incurred by TC-RP with respect to the Tank Project that exceed $7,200,000, and Credit PIF Revenues shall not be utilized to reimburse TC-RP for any such costs. TCMD and the Town acknowledge that the fixed principal amount of $7,200,000 for the Tank Project is an amount that has been verified as a reasonable and appropriate Capital Project Cost for construction of the Tank Project. Subject to Section 5.5(b)(iv), the foregoing principal amount and interest rate will accomplish full amortization of the obligation utilizing the Annual Debt Service Obligation over the thirty (30) year period of the Annual Debt Service Obligation. The Pledge Agreement shall provide “call protection” such that the Tank Project Financing obligation may not be refinanced or otherwise pre-paid utilizing Annual Debt Service Obligation (as described above) funds without TC-RP’s written consent, to be granted or withheld in TC-RP’s sole and unilateral discretion; provided, however, that the foregoing “call protection” shall not apply if the refinancing/pre-payment will also fully refinance/prepay any sums of principal (but not accrued interest) then owed and unpaid to TC-RP that are categorized as Deferred Reimbursements pursuant to Section 5.5(b)(iv). If the Tank Project Financing is refinanced or otherwise prepaid as provided above, any interest on a Deferred Reimbursement that has accrued and remains unpaid shall remain payable as a Non-Credit PIF Revenue Reimbursement as provided in Section 5.5(b)(iv)(B)2. (iii) Deferred Reimbursement. TCMD has agreed to pay TC-RP interest on $7,200,00 at the greater of 5.673% or the rate applicable to Additional Developer Advances as of the date on which the Authority, pursuant to the terms and conditions of the Tank Agreement, (I) grants construction acceptance for the portion of the Tank Project required to be dedicated to and accepted by the Authority, and (II) permanently rescinds the moratorium on issuance of water taps. If the applicable Developer Advance interest rate exceeds 5.673%, then in each calendar year during which payments are due and owing from the Annual Debt Service Obligation, a difference will exist (such difference being a “Deferred Reimbursement”) between the amount of the annual debt service payment (principal and interest) paid each calendar year from the Annual Debt Service Obligation (at the rate of 5.673% per annum as fixed pursuant to Section 5.5(b)(ii)) and the amount of the annual debt service payment (principal and interest) that otherwise would have been paid in such calendar year had the interest rate been the rate applicable to Additional Developer Advances as provided above. For purposes of determining the amount of such difference in annual debt service payments, the following calculations shall be made as of the date on which both of the Authority actions described in the foregoing clauses (I) and (II) have occurred: (A) the interest rate then applicable to Additional Developer Advances in accordance with Paragraph 6 of Exhibit F (which interest rate shall be fixed as of the pertinent date and shall not subsequently be increased or decreased during the term of the Annual Debt Service Obligation); (B) the amount of the annual debt service payment (principal and interest) that would, using the interest rate resulting from use of the rate 37 1044033.12 described in the foregoing clause (A), be required to fully amortize the $7,200,000 Tank Project cost over a 30-year period; and (C) the amount by which the annual debt service payment (principal and interest) resulting from the foregoing clause (B) exceeds the $500,000 of annual debt service payment resulting from the Annual Debt Service Obligation. If the calculation set forth in the foregoing clause (C) results in a positive number, such amount shall be “capitalized” as a principal Deferred Reimbursement amount and paid, together with accrued interest, in accordance with Section 5.5(b)(iv). (iv) Repayment of Deferred Reimbursement. Payment of each Deferred Reimbursement, and payment of accrued interest on each such Deferred Reimbursement, shall be deferred until such time as TCMD (or its successors and/or assigns) has available funds (from a source other than the Annual Debt Service Obligation) to make such payments in accordance with the prioritization set forth in Section 6.9 and otherwise subject to the following terms and conditions: (A) Additional Developer Advance. Subject to Section 5.5(b)(iv)(B), each such Deferred Reimbursement amount shall initially constitute an Additional Developer Advance, shall constitute Net Proceeds that are a Cap Amount that counts against the Credit PIF Cap pursuant to Section 6.2(b)(iv), and shall be paid in accordance with the priority set forth in Section 6.9(b)(v)(B)1. Interest shall accrue and be paid with respect to such Additional Developer Advances in accordance with Section 5.5(b)(iv)(B)2. (B) Non-Credit PIF Revenue Reimbursement. Amounts (whether principal of or interest on the Deferred Reimbursement amounts) that are payable as a Non-Credit PIF Revenue Reimbursement shall not be payable from Credit PIF Revenues, shall not count against the Credit PIF Cap, and shall be paid in accordance with the priority set forth in Section 6.9(c) Additionally: 1. Conversion to Non-Credit PIF Revenue Reimbursement. TC-RP shall have the right in its sole discretion to convert any Deferred Reimbursement amount that is initially characterized as an Additional Developer Advance pursuant to Section 5.5(b)(iv)(A) to a Non-Credit PIF Revenue Reimbursement. If any amount that is initially payable as an Additional Developer Advance (pursuant to Section 5.5(b)(iv)(A)) is subsequently converted to a Non-Credit PIF Revenue Reimbursement (pursuant to this Section 5.5(b)(iv)(B)), an equal amount shall be added back to the unused portion of the Credit PIF Cap to be utilized for other Capital Project Costs. Once converted to a Non-Credit PIF Revenue Reimbursement, the obligation shall remain a Non-Credit PIF Revenue Reimbursement. 38 1044033.12 2. Interest on Deferred Reimbursement Amounts. Deferred Reimbursements (whether payable as an Additional Developer Advance or payable as a Non-Credit PIF Revenue Reimbursement) shall accrue interest at such rate(s) and shall be payable on such terms as TC-RP and TCMD agree (such interest amounts not being payable from Credit PIF Revenues). ARTICLE 6 FINANCING PLAN 6.1 General. The Credit PIF is imposed to generate Credit PIF Revenues for TCMD and/or VMD to finance and construct Capital Projects, to repay the District Debts and to be utilized for other Permitted Uses. The Tax Credit is granted in consideration of the above-stated uses of the Credit PIF. (a) Credit PIF and Town Tax Credit. The PIF Covenants impose the Credit PIF on Taxable Transactions, and the Town has enacted the corresponding Tax Credit. The PICs have assigned the Credit PIF Revenues to TCMD and/or VMD, and will further assign and/or re-assign to the Districts portions of the Credit PIF Revenues, to enable each of the Districts to utilize their respective portions of the Credit PIF Revenues for the purpose of performing their respective obligations pursuant to the Financing Plan and this Development Agreement. (b) Expiration of Term; Termination of Town Tax Credit. Except as otherwise provided in Section 6.1(d), the Districts’ right to receive Credit PIF Revenues, the Town’s right to receive Municipal Payments, and the Town’s obligation to maintain the Tax Credit in effect each shall terminate concurrently with expiration of the Term. Upon expiration of the Term and termination of the Town’s Tax Credit, the Town shall be entitled to impose, receive and retain all Town taxes applicable to Taxable Transactions. (c) Termination of Right to Municipal Payments. The Town’s right to receive the Municipal Payments shall terminate concurrently with expiration of the Term and the termination of the Town’s obligation to maintain the Tax Credit as set forth in Section 6.1(b). If the Declarant (as defined in the PIF Covenants) elects to continue the imposition of the Add-On RSF, in whole or in part, after discontinuation of the PICs’ obligation to remit the Municipal Payments to the Town, then the Add-On RSF Revenues may be used for any purpose permitted under the PIF Covenants. Notwithstanding expiration of the Term, the Town shall be entitled to receive Municipal Payments amounts resulting from application of the Add-On RSF to Taxable Transactions that occurred prior to the date upon which expiration of the Term occurs, such amounts to be collected and remitted in accordance with the terms and conditions of the Add-On RSF Collection Services Agreement. Notwithstanding that the Term shall expire upon full payment of the District Debts, the terms and conditions of this Section 6.1(c) shall survive the expiration of the Term. (d) Continuation of Town Tax Credit. If, after the Town’s obligation to maintain the Tax Credit in effect has been satisfied the Town delivers written notice to the PICs that the Town is precluded from terminating the Tax Credit, and the Town has in good faith pursued and failed to accomplish legally available alternatives for terminating the Tax Credit, 39 1044033.12 then for so long as the Tax Credit remains in effect the PICs shall continue to impose the Credit PIF and shall remit to the Town on a monthly basis all Credit PIF Revenues actually collected, less the costs and expenses incurred by the PICs in connection with collecting such Credit PIF Revenues. In such event, the Town shall have no right or interest in any Add-On RSF Revenues, and neither the PICs, TCMD, VMD nor Master Developer shall have any obligation to cause any Municipal Payments to be remitted to the Town. The terms of this Section 6.1(d), if applicable, shall survive termination of this Development Agreement until such time as the Town terminates the Tax Credit. 6.2 Tax Credit; Use of Credit PIF Revenues. As contemplated by the Original Agreement and to partially offset the impact of the Credit PIF, the Town has established the Tax Credit in an amount corresponding to the Credit PIF Revenues derived from imposition of the Credit PIF to each Taxable Transaction. During the Term, the Town shall maintain the Tax Credit in effect and the Credit PIF Revenues shall be utilized for the Permitted Uses. In implementation of the Settlement Term Sheet, the following terms specify uses of Credit PIF Revenues: (a) Permitted Uses. During the Term, the Districts may utilize Credit PIF Revenues to pay the Cap Amounts and the Non-Cap Amounts (collectively, the “Permitted Uses”) and for no other purpose. (b) Credit PIF Cap; Cap Amounts. Subject to reduction by not more than $10,000,000 (Ten Million Dollars) in accordance with Section 6.7 and as otherwise set forth below with respect to unfunded Supplemental Bond capacity, the amount of the following obligations to which Credit PIF Revenues can be pledged is $96,000,000 (NINETY SIX MILLION DOLLARS) (the “Credit PIF Cap”). Only Net Proceeds shall be counted against the Credit PIF Cap (as qualified in clause (i) below). If, as of January 2, 2040, the Net Proceeds of all Supplemental Bonds issued on or before January 1, 2040, are less than the otherwise unused portion of the Credit PIF Cap, the Credit PIF Cap will be reduced in equal amount to the unused Credit PIF Cap. The following (collectively, the “Cap Amounts”) shall count against the Credit PIF Cap: (i) $52,100,000 (FIFTY TWO MILLION ONE HUNDRED THOUSAND DOLLARS), which is the original amount of the TCMD bonds refunded pursuant to the 2013 Bond Reissue. (ii) $7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), which is the Net Proceeds of the Tank Project Financing in accordance with Section 5.5(b)(ii). (iii) The Net Proceeds of the Past Developer Advances in the amount stated in Exhibit E. (iv) To the extent issued on or before January 1, 2040: (A) the Net Proceeds of Supplemental Bonds (including Master Developer contributions to the Asphalt Overlay Account only to the extent reimbursable from Credit PIF Revenues); and (B) the amount of any Deferred Reimbursements that are an Additional Developer 40 1044033.12 Advance in accordance with Section 5.5(b)(iv)(A) (any such amounts that arise pursuant to clause (2) of Section 5.5(b)(iv) being expressly included herein notwithstanding that such amounts may arise after January 1, 2040). (v) Capital Project Costs that the Districts fund directly from Credit PIF Revenues budgeted and appropriated for such purpose. (c) Non-Cap Amounts. The following costs (collectively, the “Non-Cap Amounts”) are payable from Credit PIF Revenues but do not count against the Credit PIF Cap: (i) Payments of interest and other Bond Requirements incurred with respect to Cap Amounts and any principal of bond obligations included as District Debts which is in excess of the Cap Amounts. (ii) Except as otherwise provided in Section 6.12, the principal amount and Bond Requirements of any refunding bonds or other debt instruments issued to repay, refund and/or defease, in whole or in part, the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b). (iii) The Avon Receivable and any refunding thereof. (iv) The principal amount and interest of Town cure payments, if any, pursuant to Section 6.13, and any refunding thereof. (v) Deferred Amortization, and any refunding thereof. (vi) Contributions by TCMD and/or VMD to the Asphalt Overlay Account. (vii) The Base O&M Costs. 6.3 Assessment of Public Improvement Fees. Pursuant to the PIF Covenants and as contemplated in the Original Agreement, the PICs have imposed and shall continue for the duration of the Term to impose the Credit PIF and collect the Credit PIF Revenues in accordance with the terms and conditions of the PIF Covenants and applicable provisions of this Development Agreement. Pursuant to the PIF Covenants and in implementation of the Settlement Term Sheet, the PICs have imposed and shall continue for the duration of the Term to impose the Add-On RSF and to collect the Add-On RSF Revenues in accordance with the terms and conditions of the PIF Covenants and applicable provisions of this Development Agreement. (a) Town Real Estate Transfer Tax. In full settlement of any and all claims that could be raised or asserted regarding whether the Town’s real estate transfer tax and the PICs ’ Real Estate Transfer Fee apply to the leases pursuant to which Home Depot and Wal-Mart occupy their present locations within the Project as of the Execution Date or to apply to any extension(s) of such leases: (i) Existing Wal-Mart and Home Depot Leases. The Town’s real estate transfer tax shall not be construed to apply to the leases pursuant to which Home 41 1044033.12 Depot and Wal-Mart occupy their present locations within the Project as of the Execution Date or to apply to the election of lessee to exercise its rights to extend such leases in accordance with the terms of the respective original lease documents as in effect on the Execution Date. (ii) Waiver of Claims. Accordingly, the Town hereby fully and irrevocably waives any and all claim or right to impose its real estate transfer tax, and the Commercial PIC hereby fully and irrevocably waives any and all claim or right to impose the Real Estate Transfer Fee, upon the existing leases (together with extensions and options to extend thereunder) for Wal-Mart and Home Depot. (iii) Applicability of Municipal Code. Contemporaneously with the Execution Date, the Town has adopted Ordinance No. 12-11, pursuant to which it has, effective on the Effective Date, amended Chapter 3.12 of the Municipal Code to clarify various matters relating to the circumstances under which a long term lease constitutes a Taxable Transaction for purposes of triggering an obligation to pay the Town’s real estate transfer tax. During the Term, imposition and collection of the Real Estate Transfer Fee shall be administered based Chapter 3.12 of the Municipal Code as amended by Ordinance No. 12-11 (in the form and in substance as adopted contemporaneously with the Execution Date) and in effect on the Effective Date. Transactions subject to the Town’s real estate transfer tax shall be subject to the Real Estate Transfer Fee, and payment of the Real Estate Transfer Fee shall result in the automatic and simultaneous application of the Tax Credit. The Real Estate Transfer Fee shall not be construed to be part of the Taxable Transaction, and the Town shall not apply its real estate transfer tax to the Real Estate Transfer Fee. If, notwithstanding the foregoing, the Town is legally required pursuant to state statute to impose and collect its Real Estate Transfer Tax on the Real Estate Transfer Fee during the Term, the Town shall remit 100% of the Real Estate Transfer Tax revenues actually collected to TCMD (unless such revenues are subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan, and in such case to VMD). The Town’s obligation to remit such revenues shall be subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution. During the Term, no amendment to Ordinance No. 12-11 or to Chapter 3.12 of the Municipal Code shall apply to real estate transactions occurring within the Property except with the prior written consent of Master Developer. (iv) Applicability to Lease Amendments. The exemption and waivers of applicability of the Town’s real estate transfer tax to long term leases executed prior to the Execution Date also shall apply to any amendment to a long term lease that is executed after the Execution Date that does not have the effect of extending the term of such lease. With respect only to amendments or modifications of such existing leases that have the effect of extending the term for a period in excess of 25 years or adding new options to extend the term for a period in excess of 25 years: (A) the Town’s real estate transfer tax shall apply to such 25 year or greater extension period to the extent required by application of Ordinance No. 12-11; (B) the consideration upon which the Town’s real estate transfer tax calculation is based shall be based only upon the lease payments (exclusive of common area maintenance, taxes, insurance and similar costs) for the period of the extension greater than 25 years (i.e., the original term of such lease, 42 1044033.12 inclusive of all extension rights thereunder, shall be disregarded such that there is no “look back” beyond the date of the extension which triggers the real estate transfer tax obligation); (C) the Tax Credit shall apply to such lease extensions with respect to which the real estate transfer tax otherwise would apply such that the PICs shall impose and collect the Real Estate Transfer Fee and the Town shall collect no real estate transfer tax as otherwise provided in this Agreement, subject to Section 6.18; and (D) the Town and the PICs shall coordinate in advance to establish an agreed upon methodology for calculating the amount and timing of Real Estate Transfer Fee payments due with respect to lease term extensions with respect to which the Town’s real estate transfer tax otherwise would apply. (b) Internet, Mail Order and Similar Remote Taxable Transactions. The Parties intend that retail sales transactions effected remotely should be subject to the Credit PIF and the Tax Credit whether such remote transactions are effected via the internet, by mail order or otherwise delivered into the Project such that the transaction is a Taxable Transaction. However, due to logistical and practical impediments to causing the Credit PIF and the Tax Credit to attach to such transactions or otherwise tracking and allocating such revenues, it has not heretofore been possible to effect the Financing Plan with respect to such remote transactions. The Parties further recognize that national and state laws and business practices of retailers regarding imposition of state and local sales tax are evolving and soon may require retailers to identify and report the address of the point of purchase for internet based retail sales. The Town agrees that if and when address information of the point of sale for retailers is available to the Town such that the Town can determine the internet based retail sales specifically attributable to points of purchase within the Village (at Avon) for which sales taxes are imposed and collected (or another mechanism is identified), the Town shall use best efforts to cooperate with the PICs to impose the Retail Sales Fee and Add-On RSF if possible or, in the alternative if imposition of such fees is not possible, the Town shall cooperate with the PICs to impose, collect and remit the Town’s retail sales tax to the PICs in accordance with Section 6.18. If the Parties identify a method of implementing the intent of this Section 6.3(b), such method may be implemented without the requirement of an amendment to this Development Agreement. 6.4 Rate of Public Improvement Fees. In implementation of the Settlement Term Sheet, the rates of the Public Improvement Fees shall be established as set forth in the PIF Covenants, which require such rates to be set from time to time during the Term at: (a) Credit PIF Rates: (i) Retail Sales Fee. Except to the extent of an increased sales tax rate approved by the Town for a specific project as set forth in Section 6.4(b)(ii), the same rate as the corresponding Town sales tax rate as in effect from time to time. As of the Execution Date, the Town sales tax and the Retail Sales Fee each are set at the rate of 4.0%. (ii) Real Estate Transfer Fee. The same rate as the corresponding Town real estate transfer tax rate as in effect from time to time. As of the Execution Date, the Town real estate transfer tax and the Real Estate Transfer Fee each are set at the rate of 2.0%. 43 1044033.12 (iii) Accommodations/Lodging Fee. Except to the extent of an increased accommodations/lodging tax rate approved by the Town for a specific project as set forth in Section 6.4(b)(ii), the same rate as the corresponding Town accommodations/lodging tax rate as in effect from time to time. As of the Execution Date, the Town accommodations/lodging tax and the Accommodations/Lodging Fee each are set at the rate of 4.0%. (iv) Use Tax. If the Town imposes any use tax on building materials during the Term that is not in effect as of the Execution Date, such use tax shall be automatically incorporated into the definition of Taxable Transaction set forth in Exhibit F without the need of any formal action by the Town. The PICs may establish and impose a building materials use fee, which shall be included in the definition of Credit PIF, corresponding to such use tax and applying to the same transactions and at the same rate as such use tax. The Town may amend its Municipal Code to reflect the automatic Tax Credit for use tax as set forth in this sub-section, but such an amendment shall not be required to implement the automatic Tax Credit. The Parties and any party obligated to pay, collect or remit such use tax shall be entitled to rely and act upon the Tax Credit being applied to such transactions in order to offset the effect of the Credit PIF in the same manner and to the same extent as the Tax Credit applies to retail sales transactions, real estate transfer transactions and accommodations/lodging transactions. Prior to adopting any such use tax, the Town shall coordinate with the PICs and other Parties regarding the implementation of any such use taxes and application of the Tax Credit thereto. The Credit PIF imposed and collected on such Taxable Transactions shall not be deemed to be part of such Taxable Transaction and shall not be subject to application of the corresponding Town use tax. (b) Add-On RSF Rate. As of the Effective Date, the PICs have set the Add-On RSF rate at 0.75%, to be applied only with respect to retail sales transactions that are Taxable Transactions. The net proceeds (i.e., after payment of the fees to the Add-On RSF Collection Agent pursuant to the Add-On RSF Collection Services Agreement and application of any other adjustments to such revenues as set forth in this Development Agreement and/or the Add-On PIF Collection Services Agreement) of the Add-On RSF Revenues resulting from imposition of the foregoing 0.75% rate to retail sales transactions that are Taxable Transactions shall constitute the Municipal Payments. (i) Increase in Town Sales Tax Rate. If the Town increases the Town’s retail sales tax rate above 4.0 % during any period for which Municipal Payments are to be remitted to the Town, the portion of the Add-On RSF Revenues which will be construed to be Municipal Payments shall be reduced in the same degree as any Town sales tax rate increase above 4.0%. For example, if the Town increases its retail sales tax rate by 0.25% (from 4.0% to 4.25%), the portion of the Add-On RSF Revenues construed to be Municipal Payments shall be that amount equivalent to a reduction of 0.25% in the Add-On RSF rate (i.e., the revenue realized from a rate of 0.50% rather than the revenue realized from a rate of 0.75%). As of the Effective Date, the PICs have not imposed an Add-On PIF on transactions other than retail sales transactions that are Taxable Transactions or set the Add-On PIF at a rate higher than the rate of the Add-On RSF required pursuant to this Section 6.4(b). 44 1044033.12 (ii) Exception for “Project-Specific” Town Tax Rate Increase. Notwithstanding anything set forth in Sections 6.4(a)(i), 6.4(a)(iii) and 6.4(b)(i) to the contrary and subject to the terms and conditions set forth in this Section 6.4(b)(ii), the Town shall be entitled to retain the revenues resulting from an increase in the Town’s 4.0% sales tax rate or 4.0% accommodations tax rate as in effect on the Execution Date to the extent: (A) such tax rate increase is duly adopted by the Town after the Effective Date and applies on a uniform basis throughout all areas of the Town; (B) the proceeds of such tax rate increase are specifically dedicated and pledged solely to a specific project identified in connection with such adoption; (C) the financing period for such specific project does not exceed 30 years; and (D) for the purposes of sales tax and not accommodations tax such increased tax rate does not exceed 0.75%. For purposes of the foregoing, a “specific project” shall mean only a specific municipal capital project (by way of example, construction of a municipal building; construction of a library; acquisition of specifically identified parcels of real property that are being acquired by the Town for open space, park or construction of a specific municipal capital project to be constructed on such property; or similar purposes), and expressly excludes tax rate increases for the purpose of providing ongoing municipal services (by way of example, to fund ongoing provision of transit services, trash services or similar open-ended municipal services funding obligations) or for general fund purposes. With respect to tax rate increases for a specific project as set forth above, the Tax Credit shall not apply to such increased rate and the corresponding Credit PIF rate shall not be raised to match the increased tax rate, but the Add-On RSF rate shall be reduced correspondingly to the increased tax rate as set forth in Section 6.4(b)(i) with respect to retail sales transactions. With respect to any Town sales tax rate increases that are not for a specific project, the terms and conditions of Section 6.4(b)(i) shall apply. (iii) Increased Add-On PIF Rate. To the extent the PICs at any time after the Effective Date impose an Add-On PIF on transactions other than retail sales transactions that are Taxable Transactions and/or at a rate higher than the Add-On RSF rate, the resulting Add-On PIF Revenues shall not be construed to constitute Add-On RSF Revenues or Municipal Payments. Any Add-On PIF Revenues that do not constitute Municipal Payments pursuant to this Section 6.4(b) may be utilized as set forth in Section 6.5(b)(ii). 6.5 Add-On PIF. In implementation of the Settlement Term Sheet, and in consideration of the Town’s performance of its obligation to provide Municipal Services in accordance with Section 4.1 and the Town’s performance of its obligations pursuant to Section 4.2 and this Article 6: (a) Collection and Remittance. During the Term, the PICs shall collect, or cause the Add-On RSF Collection Agent to collect, the Add-On RSF Revenues. In accordance with the terms and conditions of the Add-On RSF Collection Services Agreement, the Add-On RSF Collection Agent shall: (i) Separate Account. Maintain Add-On RSF Revenues in a separate account from Credit PIF Revenues. 45 1044033.12 (ii) Remittance of Municipal Payments. Calculate that portion of Add-On RSF Revenues received during each calendar month which comprises Municipal Payments, and after calculating that portion of the Municipal Payments required to be deposited into the Asphalt Overlay Account: (A) Deposit the required amount of Municipal Payments into the Asphalt Overlay Account; and (B) Remit any remaining Municipal Payments to the Town. (b) Uses. (i) Municipal Payments. During the Term, the Municipal Payments shall be utilized first to satisfy the Town’s Asphalt Overlay Account funding obligations as set forth in Section 6.6 and thereafter may be utilized by the Town for any lawful purpose. (ii) Additional Add-On PIF Revenues. To the extent the PICs continue to impose and collect the Add-On RSF on retail sales transactions that are Taxable Transactions after expiration of the Term and/or there are from time to time during the Term Add-On PIF Revenues, including any Add-On RSF Revenues, in excess of the Municipal Payments (for example, due to a reduction in such Municipal Payments pursuant to Section 6.4(b) or due to imposition of an Add-On PIF on transactions other than retail sales that are Taxable Transactions), the PICs may retain and utilize such additional Add-On PIF Revenues for any lawful purpose permitted under the terms and conditions of the PIF Covenants. The Town shall have no right or claim to any such Add-On PIF Revenues, including any Add-On RSF Revenues, that do not constitute Municipal Payments. (c) Duration. The Town’s right to receive the Municipal Payments generated through the PICs’ imposition of the Add-On RSF shall terminate concurrently with the termination of the Town’s obligation to maintain the Tax Credit as set forth in Section 6.1(c) of this Development Agreement. (d) Implementation Period. From and after the Execution Date, the Town will cooperate with the PICs, the Add-On RSF Collection Agent, Master Developer and TC-RP (as “declarant” under the PIF Covenants) in implementing the Add-On RSF with existing retailers within the Project, including but not limited to attending meetings with such retailers upon the request of the PICs and Master Developer (and not independently), coordinating with the PICs and the Add-On RSF Collection Agent with respect to preparation and dissemination of reporting forms and similar matters related to the collection and remittance of the Add-On RSF, and such other matters as the PICs, the Add-On RSF Collection Agent, Master Developer and TC-RP (as “declarant” under the PIF Covenants) reasonably request in connection with implementing and facilitating the collection of the Add-On RSF. (e) Effect of Expiration of Term. Except to the extent otherwise set forth in the applicable PIF Covenants, expiration of the Term shall not have the effect of terminating the Add-On RSF or the Add-On PIF and, to the extent the PICs continue to impose the Add-On RSF 46 1044033.12 and/or the Add-On PIF and to collect the Add-On RSF Revenues or any other Add-On PIF Revenues after expiration of the Term, all such Add-On PIF Revenues may be utilized as set forth in Section 6.5(b)(ii). 6.6 Asphalt Overlay Agreement and Asphalt Overlay Account. Concurrently with the Effective Date and in implementation of the Settlement Term Sheet, the Town, TCMD and First Bank, Avon Branch, have legally delivered and entered into the Asphalt Overlay Agreement. Pursuant to the Settlement Term Sheet and the Asphalt Overlay Agreement, the Town has established with First Bank, Avon Branch, a restricted, segregated account (the “Asphalt Overlay Account”) into which the Master Developer, the Town and TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period and/or otherwise subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan) shall deposit funds in the amounts and at the times set forth below. Such funds shall be used exclusively to finance asphalt overlays of public roads located in the Project Dedicated to the Town as described in Section 4.2(d). The Asphalt Overlay Account shall be subject to and administered in accordance with the terms and conditions of the Asphalt Overlay Agreement and the following terms and conditions: (a) Joint Funding Obligations. Commencing on the Effective Date and continuing until terminated pursuant to Section 6.6(b), Master Developer, the Town and TCMD (and/or VMD) each shall contribute funds to the Asphalt Overlay Account as follows: (i) Due Dates. All payments are due and payable on or before November 1 of each year commencing in 2014. (ii) Town Contribution. Utilizing Municipal Payments to be deposited into the Asphalt Overlay Account in accordance with Sections 5.2(c), 6.5(a)(ii)(A) and 6.5(b)(i): (A) For calendar years 2014 through 2018, the Town shall contribute $120,000.00 (ONE HUNDRED TWENTY THOUSAND DOLLARS) per year. (B) For calendar years 2019 through and including the date on which termination occurs pursuant to Section 6.6(b), the Town shall contribute $75,000.00 (SEVENTY FIVE THOUSAND DOLLARS) per year. (iii) TCMD and/or VMD Contribution. Such contributions being Non-Cap Amounts and using available District Revenues, TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period and/or otherwise subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan) shall contribute: (A) For calendar years 2014 through 2018, $40,000.00 (FORTY THOUSAND DOLLARS) per year. 47 1044033.12 (B) For calendar years 2019 through and including the date on which termination occurs pursuant to Section 6.6(b), $75,000.00 SEVENTY FIVE THOUSAND DOLLARS) per year. (iv) Master Developer Contribution. Such contributions being Cap Amounts only to the extent reimbursable from TCMD and/or VMD using Credit PIF Revenues (and therefore qualifying as Additional Developer Advances): (A) For calendar years 2014 through 2018, Master Developer shall contribute $80,000.00 (EIGHTY THOUSAND DOLLARS) per year. (B) Notwithstanding any continuing obligation of the Town and TCMD to contribute funds to the Asphalt Overlay Account after calendar year 2018, Master Developer shall not have any obligation to contribute funds to the Asphalt Overlay Account after satisfying the obligation set forth in the foregoing clause (A). (b) Termination of Joint Funding Obligations. The joint funding obligations of Master Developer (unless earlier satisfied pursuant to Section 6.6(a)(iv)), the Town and TCMD and/or VMD with respect to the Asphalt Overlay Account shall terminate in the earliest calendar year in which one of the following occurs: (i) 80,000 square feet of additional commercial (as defined in the PUD Guide) development have been issued a temporary or permanent certificate of occupancy; or (ii) the total annual Taxable Transactions have increased by at least $20,000,000 over the actual total annual Taxable Transactions in 2011. From and after the date that the joint funding obligations terminate as provided herein: (A) the Town shall be and remain solely responsible for performing and funding asphalt overlays for all public roads within the Project Dedicated to the Town; (B) Master Developer and TCMD and/or VMD shall have no further obligation with respect to funding of asphalt overlays within the Project; (C) the obligations of Master Developer and TCMD and/or VMD to provide such funding shall not be reinstated upon any subsequent reduction of commercial occupancy or reduction of total annual Taxable Transactions; and (D) the expenditures and appropriations by the Town for asphalt overlays in excess of the amounts deposited in the Asphalt Overlay Account shall not be counted against the Credit PIF Cap. 6.7 Creation of Urban Renewal Area; Potential Utilization of TIF Revenues. In implementation of the Settlement Term Sheet, the Master Developer and the Landowner(s) of the affected Sites within Lot 1 shall provide their timely, full and reasonable cooperation in assisting the Town and AURA in the creation of an urban renewal plan for Lot 1 in accordance with the terms and conditions of this Section 6.7; provided, however, that Master Developer and any other Landowner(s) shall not be required to cooperate in the creation or implementation of such urban renewal plan unless Master Developer has provided its written consent to all terms and conditions of the urban renewal plan prior to its adoption. Master Developer and any other Landowner(s) shall have the right to oppose any urban renewal plan for Lot 1 (or any other area of the Property) that does not include a provision that expressly prohibits the Town or AURA from exercising eminent domain powers or, unless Master Developer has provided its written consent to such urban renewal plan for Lot 1 as contemplated herein, for any other reason permitted under the laws of the State of Colorado. Master Developer or any Landowner(s) of a 48 1044033.12 Site within Lot 1shall have no obligation to cooperate with the formation of an urban renewal plan area for Lot 1 if Master Developer has not provided prior written consent as required above or if the Town and/or AURA fails to adhere to the following terms and conditions. (a) Limited to Lot 1. The area included within the urban renewal plan is limited to Lot 1 or a portion thereof. (b) Reduction of Credit PIF Cap. A maximum amount of $10,000,000 (TEN MILLION DOLLARS) of proceeds available for the payment of Capital Project Costs from bonds or other financial obligations (whether in the form of bonds, direct payments, redevelopment agreement(s) and/or cooperation/funding agreement(s)) issued or incurred by AURA to pay Cap Amounts may be counted against and thereby reduce the remaining Credit PIF Cap; provided, however, that the cost of improvements to or servicing Town-owned properties (by way of example and not limitation, improvements located within, utilities extensions servicing and/or access to and from Planning Area B, Planning Area E, or park/open space areas Dedicated to the Town), whether financed utilizing TIF Revenues or other revenues of the Town or AURA, shall not result in a reduction of the Credit PIF Cap. Nothing in this Section 6.7(b) constitutes a limit on AURA’s ability to finance improvements it deems appropriate. The restriction in this Section 6.7(b) relates only to whether bonds issued by AURA to pay for the costs of such improvements count against the Credit PIF Cap. (c) AURA Board Positions. Prior to or concurrently with the effective date of any action including Lot 1 (or any portion thereof) in an urban renewal area and establishing an urban renewal plan therefore, the Town and AURA shall take action to appoint an individual designated by Master Developer and shall take action to appoint an individual designated by BNP (subject only to BNP’s ability to designate a lawfully eligible individual) to the AURA board. The Master Developer and BNP board members shall be full members of the AURA board with equal rights, duties and responsibilities as other AURA board members with respect to all matters pertaining to any urban renewal area including Lot 1 (or a portion thereof), the redevelopment plan or plans for any urban renewal area including Lot 1 (or a portion thereof) and all AURA activities of any nature that directly or indirectly involve the establishment, implementation and administration of any urban renewal area including or any urban renewal plan affecting Lot 1 (or a portion thereof). The Master Developer and BNP shall comply with statutory requirements regarding conflicts of interest. If the AURA board for activities affecting Lot 1 is constituted as a separate board from that which operates within other areas of the Town, such BNP and Master Developer board members shall be full members for all purposes having equal standing with other board members. If the AURA board is not constituted as a separate board from that with operates within other areas of the Town, the BNP and Master Developer board members shall have no authority or standing to participate in AURA board activities pertaining to areas of the Town other than Lot 1, and shall recuse themselves from all such proceedings. BNP’s right to have a member on the AURA board shall expire and terminate at such time as there are no outstanding obligations to BNP under the 2013 Reissue Documents. (d) TCMD and VMD Taxes. The urban renewal plan for any urban renewal area that includes Lot 1 (or any portion thereof), and all related governing and implementing documents, shall acknowledge that all Project Ad Valorem Taxes are and shall remain the property of TCMD and VMD, respectively, and shall require AURA to promptly remit to TCMD 49 1044033.12 and VMD, respectively, that portion of TIF Revenues equivalent to the Project Ad Valorem Taxes revenues TCMD and VMD would otherwise have received but for the inclusion of Lot 1 (or any portion thereof) within the urban renewal area. No portion of the property tax increment revenues resulting from the Districts’ mill levies shall be retained or utilized by AURA for any purpose, and shall specifically not be pledged or utilized by AURA for repayment of any bonds issued or other financial obligations entered into by AURA. (e) TIF Revenues; Uses. The urban renewal plan(s) shall not contain any provision for capturing the increment of municipal sales taxes, and shall be expressly limited to capturing the increment of property taxes within the urban renewal area (subject to Section 6.7(d)). AURA shall utilize all TIF Revenues generated from the urban renewal area(s) containing all or any part of Lot 1 solely within the Project. Improvements undertaken or financed utilizing TIF Revenues shall be subject to the Design Covenant and the review and approval of the Design Review Board where applicable. (f) Funding Agreement(s) with Districts. AURA may enter into enforceable multiple fiscal year cooperation/funding agreements with a District providing that the TIF Revenues will be assigned to the District for the purpose of financing, through the District’s issuance of bonds or otherwise, eligible Capital Projects. (g) Priority of Use of TIF Revenues. The priority of AURA’s use of TIF Revenues generated from within the urban renewal plan area(s) established within the Property pursuant to this Section 6.7 are: (i) First, until the Credit PIF Cap reduction contemplated by Section 6.7(b) has been accomplished or unless Master Developer and AURA otherwise agree in writing, to fund any then-uncompleted phases of East Beaver Creek Boulevard as a through road in accordance with Section 3.10(a). (ii) Second, to the extent the Credit PIF Cap reduction contemplated by Section 6.7(b) has not been accomplished by satisfaction of the foregoing clause (i), to fund from the remaining amount of Credit PIF Cap reduction contemplated by Section 6.7(b) the Capital Project Costs of any Prioritized Capital Projects within Lot 1 that have not previously been financed and completed. (iii) Third, in a priority to be determined by AURA: (A) improvements to or servicing Sites that the Town owns within Lot 1 (which may include structured parking within Lot 1 to provide shared public parking for private improvements and public improvements constructed within Planning Area B and other areas of Lot 1); and (B) any other Capital Projects that result in a reduction of the Credit PIF Cap pursuant to the terms and conditions of Section 6.7(b). 6.8 Tank Agreement. Prior to the Effective Date and in implementation of the Settlement Term Sheet, certain parties thereto legally delivered and entered into the Tank Agreement and as required by the Tank Agreement, not later than the Effective Date, the Pledge 50 1044033.12 Agreement has been executed and delivered. As more specifically set forth in the Tank Agreement, the Pledge Agreement and related documentation, as of the Effective Date: (i) TCMD is obligated to utilize the Annual Debt Service Obligation to pay debt service on the Tank Project Financing and, subject to refinancing of the Tank Project Financing as provided in Section 5.5(b), to remit the Annual Debt Service Obligation to TC-RP; and (ii) TC-RP is obligated to construct the Tank Project. As of the Effective Date, BNP has provided the original letters of credit securing payment of the 2013 Bond Reissue, consented to this Development Agreement and consented to the Tank Agreement in reliance on the Town’s performance of its obligation to maintain the Tax Credit in effect as required pursuant to this Development Agreement, and on the remedies provided for herein for the Town’s breach of its obligation to maintain the Tax Credit. 6.9 2013 Bond Reissue; Priority Use of District Revenues. In implementation of the Settlement Term Sheet: (a) 2013 Bond Reissue. Concurrently with the Effective Date and with the consent of BNP and Master Developer, TCMD has caused the 2013 Bond Reissue to be effected. Such actions, and BNP’s and Master Developer’s consent thereto, were undertaken in reliance on the Town’s performance of its obligations pursuant to this Development Agreement (specifically including but not limited to the Town’s obligation to maintain the Tax Credit in effect during the Term), and on the remedies provided for herein for the Town’s breach of its obligations under this Development Agreement (including but not limited to the right to obtain an order requiring specific performance of the Town’s obligation to maintain the Tax Credit). The 2013 Reissue Documents and the Pledge Agreement encumber and, consistent with the Settlement Term Sheet (the Parties acknowledge that utilization of the Annual Debt Service Obligation to accomplish the Tank Project Financing as provided in Section 5.5(b) is consistent with the Settlement Term Sheet notwithstanding that the party responsible for causing completion of the Tank Project is different than contemplated in the Settlement Term Sheet), establish the terms and conditions governing utilization of District Revenues during the 2013 Bond Repayment Period. Prior to the Effective Date, the Town reviewed and approved the 2013 Reissue Documents and the Pledge Agreement for consistency with this Development Agreement. (b) Priority of Use of District Revenues. District Revenues (but excluding from the scope of such defined term all Net Proceeds of Supplemental Bonds, whether derived from Additional Developer Advances or from other forms of Supplemental Bonds) are to be utilized to meet the following obligations in the following priority: (i) Annual Debt Service Obligation. To TC-RP (or, if there is a refinancing of the Tank Project Financing as provided for in Section 5.5(b), to the applicable party in such refinancing) for the Annual Debt Service Obligation, from such sources, in the amounts and at such times required by the Pledge Agreement. (ii) Other Allowed O&M Expenses. Provided there is no continuing default with respect to a District’s obligations pursuant to the 2013 Reissue Documents or the Pledge Agreement, to TCMD in the amount of the Annual Base O&M Amount and to TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 51 1044033.12 Bond Repayment Period) in the amount of TCMD’s and/or VMD’s contributions to the Asphalt Overlay Account. (iii) 2013 Bond Reissue. To the trustee or the custodian, as applicable, for the 2013 Bond Reissue, to be used for principal repayment or reimbursement and Bond Requirements related to the 2013 Bond Reissue as required by the 2013 Reissue Documents, which may include, without limitation, establishment and, as necessary, replenishment of a required reserve (in an initial amount of $3,000,000) and any refunding bonds issued to repay or defease the 2013 Bond Reissue. (iv) Deferred BNP Letter of Credit Fees and Deferred Amortization. To the trustee or the custodian, as applicable, for the 2013 Bond Reissue, to be used to pay Deferred Fees, if any, together with interest thereon, and Deferred Amortization. The prepayment or refinancing of the 2013 Bond Reissue shall require payment in full of, or other extinguishment in full of the payment obligation with respect to, any such Deferred Fees and Deferred Amortization. Payments of Deferred Amortization shall be applied in inverse order of maturity. (v) Use of Excess Revenues. (A) Prepayment of 2013 Bond Reissue. In any year in which any District Revenues (but excluding from the scope of such defined term all Net Proceeds of Supplemental Bonds, whether derived from Additional Developer Advances or from other forms of Supplemental Bonds) remain after the payment of the items set forth in subsections (i)-(iv) above and the Debt Service Coverage Ratio is less than the then-applicable percentage required by the 2013 Reissue Documents, such excess revenues shall be applied to early payment of principal of the 2013 Bond Reissue as and to the extent required pursuant to the 2013 Reissue Documents (such Debt Service Coverage Ratio being initially set at 150% and such early payments initially being applied in inverse order of maturity). (B) Other Obligations. In any year in which any District Revenues (but excluding from the scope of such defined term all Net Proceeds of Supplemental Bonds, whether derived from Additional Developer Advances or from other forms of Supplemental Bonds) remain after the payment of the items set forth in subsections (i)-(iv) above and the Debt Service Coverage Ratio is equal to or greater than the then-applicable percentage required by the 2013 Reissue Documents: 1. Supplemental Bonds. To the extent Supplemental Bonds have been issued (whether in the form of Additional Developer Advances or municipal bonds), for principal repayment or reimbursement and payment of interest and other Bond Requirements related to such Supplemental Bonds in accordance with the terms and conditions thereof and any refunding bonds issued to repay or defease any such Supplemental Bonds. 52 1044033.12 2. Cure Payments. To the extent the Town has exercised any cure rights pursuant to Section 6.13 to cure a deficiency in payment of principal or the Bond Requirements of the Tank Project Financing or of the 2013 Bond Reissue, to reimburse the Town for the amount of such payments and interest thereon at the non-default interest rate commensurate with the interest paid to bondholders at the time of the cure payment. 3. Past Developer Advances and Avon Receivable. To satisfy payment obligations with respect to the Past Developer Advances (including amounts payable to Buffalo Ridge Affordable Housing Corporation) and the Avon Receivable, subject to the following: I. The Past Developer Advances (including any Replacement Bonds issued to repay or defease all or a portion of the Past Developer Advances) and the Avon Receivable shall be paid in the order in which such obligations were incurred, with the oldest obligation to be paid first, except to the extent such priority of payment conflicts with the priority and terms of the instrument creating the obligation in which case such priority and terms shall control. With respect to the Past Developer Advances, the obligations shall be deemed to have been incurred as of the dates set forth in the instruments creating the obligations. With respect to the Avon Receivable, the obligation shall be deemed to have been incurred as of the dates on which payments were due under the terms of the Original Agreement and/or any Municipal Service Invoice (as the Original Agreement defined such term). The Past Developer Advances, the Avon Receivable, and the dates on which such obligations were incurred are more particularly described in Exhibit E. II. Simple interest at the rate of 1.5% shall accrue on the principal amount of the Avon Receivable commencing on the Effective Date and continuing until the expiration of the Term or payment in full, whichever first occurs. III. Except to the extent stated in this Section 6.9(b)(v)(B)3.III, the interest rate applicable to the Past Developer Advances shall be as stated in the instruments creating such obligations (as identified in Exhibit E). Notwithstanding the foregoing or any contrary provision of the instruments creating such obligations, the interest rate on certain Past Developer Advances payable to Master Developer or any Developer Affiliate shall: (A) with respect to a principal amount equal to the principal amount of the Avon Receivable be limited to 1.5% simple interest per annum, commencing on the Effective Date; and (B) such reduced interest rate shall be applied first to the principal balance 53 1044033.12 of the latest (i.e., most recently executed) such instrument and then to each subsequent (i.e., next most recently executed) instrument until a principal amount equal to the principal amount of the Avon Receivable is obtained. IV. The rate of interest and priority of payment with respect to that portion of the Past Developer Advances payable to Buffalo Ridge Affordable Housing Corporation shall be as set forth in the document creating such obligation, shall not be modified in any manner by the terms and conditions of this Development Agreement, and shall remain in full force and effect in accordance with the existing terms except to the extent as may be modified by mutual agreement of the parties thereto. Such agreement to modify the interest rate, priority of payment or other terms is expressly not a condition of this Development Agreement. (C) Direct Payment of Capital Project Costs. After the obligations of Sections 6.9(b)(i), (ii), (iii), (iv), (v)(A) and (v)(B) are fully satisfied and to the extent not expressly precluded by any provision of this Development Agreement, that portion of available Credit PIF Revenues shall be deposited to an escrow account to be used exclusively for direct payment of Capital Project Costs that TCMD and/or VMD has an obligation to pay. (c) Other Legally Permissible Uses of District Revenues. Subject to the limitations in the Service Plans, the Pledge Agreement, the 2013 Reissue Documents and compliance with the priority utilization of District Revenues as set forth in Section 6.9(b), nothing in this Section 6.9 shall be construed as prohibiting the Districts from utilizing District Revenues for any other uses not enumerated above or from imposing a mill levy and retaining the revenues derived therefrom for the purpose of paying for Capital Project Costs (including but not limited to Non-Credit PIF Revenue Reimbursements payable to TC-RP pursuant to Section 5.5(b)(iv)(B)) and/or of paying the Districts’ operation, maintenance and administrative expenses to the extent that such costs exceed the Allowed O&M Expenses; provided, however, that the portion of District Revenues comprising Credit PIF Revenues shall be limited solely to the Permitted Uses as set forth in Section 6.2(a). (d) Continuation of Priority of Use. If VMD and/or TCMD issue any form of replacement or refunding bonds for the 2013 Bond Reissue and/or issues Supplemental Bonds, VMD and/or TCMD, as applicable, shall cause the pertinent documentation executed in connection therewith to incorporate the general prioritization set forth in Section 6.9(b). The Town shall have the right to review and approve such documentation at least forty-five (45) days prior to issuance of such replacement or refunding bonds for the limited purpose of confirming conformance with the general prioritization set forth in Section 6.9(b). 6.10 Supplemental Bonds. If one of more of the Districts issue Supplemental Bonds on or before January 1, 2040 (or incur any Deferred Reimbursements obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) and which arise pursuant to clause (2) of Section 5.5(b)(iv), notwithstanding that such obligations may be 54 1044033.12 incurred after January 1, 2040), such District(s) shall continue to receive Credit PIF Revenues until expiration of the Term. If the Districts have not issued Supplemental Bonds prior to January 2, 2040: (i) the Town shall have no further obligation with respect to any unissued Supplemental Bonds capacity (other than with respect to Deferred Reimbursements obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) and which arise pursuant to clause (2) of Section 5.5(b)(iv), notwithstanding that such obligations may be incurred after January 1, 2040); (ii) the Tax Credit shall be maintained in effect until all District Debts payable from Credit PIF Revenues and outstanding as of January 2, 2040 (and, if applicable, all Deferred Reimbursements payable pursuant to Section 5.5(b)(iv)(A)), are fully paid and the Term expires as provided in Section 6.1(b); and (iii) the District(s), as applicable, shall be entitled to retain and utilize all Credit PIF Revenues they have received prior or subsequent to January 2, 2040 (or, as applicable, prior or subsequent to January 2, 2040, with respect to Deferred Reimbursements payable pursuant to Section 5.5(b)(iv)(A)), for servicing District Debts or direct payment of Capital Project Costs. The applicable District shall make commercially reasonable efforts to obtain the lowest cost of borrowing when issuing Supplemental Bonds. The applicable District may issue Supplemental Bonds (other than Additional Developer Advances) at fixed interest rates without the Town’s consent so long as the interest rate for such bonds does not exceed the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the Supplemental Bonds being issued, for Baa investment grade fixed interest rate bonds plus 150 basis points. The issuance of Supplemental Bonds (other than Additional Developer Advances) which bear interest at a fixed rate higher than that set forth in the preceding sentence, or which are variable rate bonds, shall require the prior written consent of the Parties. 6.11 Replacement Bonds. Subject to any applicable terms and conditions of the 2013 Reissue Documents, on or after the Effective Date the Districts shall have the ongoing right to issue Replacement Bonds to extinguish, replace, refund or defease Past Developer Advances. The principal amount of the Past Developer Advances being extinguished, replaced, refunded or defeased by such Replacement Bonds shall be deducted from and reduce the amount counted against the Credit PIF Cap. The principal amount of the Replacement Bonds shall not exceed $12.4 million without the Town’s prior written approval, and the interest rate of such Replacement Bonds shall bear a lower interest rate than such Past Developer Advances. For the purposes of determining the maximum allowable interest rate of Replacement Bonds, the interest rate of Past Developer Advances which are extinguished, replaced, refunded or defeased with Replacement Bonds (but excluding from such calculation those Past Developer Advances with respect to which the interest rate has been reduced to 1.5% pursuant to Section 6.9(b)(v)(B)3.II) shall be averaged with regard to the respective interest rate and amount of principal. The interest rate of Past Developer Advances (excluding those Past Developer Advances with respect to which the interest rate has been reduced to 1.5% pursuant to Section 6.9(b)(v)(B)3.II) shall be as determined by this Development Agreement on the Effective Date. To the extent the accrued and unpaid interest payable under the terms of the Past Developer Advance documents is not capitalized in or paid from the proceeds of the Replacement Bonds, the unpaid interest shall be carried forward as an accrued and unpaid interest obligation under the terms of the Past Developer Advance documents, the unpaid interest obligation shall not bear any interest, and the unpaid interest obligation shall not be discharged until paid in full. 55 1044033.12 6.12 Refunding and Refinancing. As set forth in Section 6.2(c)(ii), and subject to the limitations set forth in this Section 6.12, the Districts shall have the ongoing right to issue refunding bonds or other debt instruments to repay, refund and/or defease, in whole or in part, the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b). The principal and Bond Requirements of such refunding bonds or other debt instruments shall not count against the Credit PIF Cap. Notwithstanding the foregoing, if the principal amount of any bonds or other debt instruments issued to repay, refund and/or defease or otherwise refinance the 2013 Bond Reissue exceeds the then outstanding principal amount of the 2013 Bond Reissue, only that portion of the increased principal which is in excess of $52,100,000 (FIFTY TWO MILLION ONE HUNDRED THOUSAND DOLLARS) shall be included in the Cap Amounts and count against the Credit PIF Cap. The interest rates on refunding bonds are subject to the requirements governing interest rates for Supplemental Bonds set forth in Section 6.10; provided, however, that the interest rate for refinancing the outstanding balance of any Deferred Reimbursement amounts repayable as an Additional Developer Advance pursuant to Section 5.5(b)(iv)(A) shall be equal to or lower than the interest rate of the Additional Developer Advance being refinanced. Without the Town’s prior written consent, the aggregate principal and interest due on fixed rate refunding bonds or other debt instruments with fixed interest rates, from their date of issuance to final maturity (disregarding any option to redeem prior to maturity), shall be less than or equal to the aggregate principal and interest due on the debt to be repaid, refunded, defeased or otherwise refinanced, from the date of the refunding to final maturity (disregarding any option to redeem prior to maturity). 6.13 Town Cure Payment Rights. As contemplated by the Settlement Term Sheet, the Town shall have the right, but not the obligation, to cure any District’s payment default under the Tank Project Financing, the 2013 Bond Reissue or any Supplemental Bonds and to receive reimbursement of any such cure payments in accordance with the terms and conditions of Section 6.9(b)(v)(B)2. 6.14 Town Funding of Credit PIF Cap. At any time after the 2013 Bond Reissue obligations have been fully satisfied (including through payment by the Town pursuant to this Section 6.14), the Town shall have the right, but not the obligation, to pay off all or a portion of the then-outstanding District Debts and/or satisfy the Town’s obligation with respect to funding the full Credit PIF Cap as follows: (a) Full Funding of Credit PIF Cap. The Town shall have the right to fully fund the Credit PIF Cap by: (i) paying off all then-outstanding District Debts; and (ii) remitting to TCMD (or, if so directed in writing by Master Developer with TCMD’s written consent, to the Commercial PIC (for subsequent assignment to a District for use in accordance with the Financing Plan)) the amount, if any, of available but unutilized Credit PIF Cap capacity as of the date of payoff. The total obligation to the Districts and/or the Commercial PIC shall not exceed the Credit PIF Cap. For example, if the sum of the Net Proceeds of previously retired 2013 Bond Reissue obligations and other District Debts retired by the Town totals $80 million, the amount of unutilized Credit PIF Cap capacity to be paid by the Town to TCMD (or to such other party as may be designated as provided herein) would be $16 million [$96 million - $80 million = $16 million]. Upon remitting the funds to fully fund the payoff amounts pursuant to the foregoing terms and conditions, the Town shall be entitled to terminate the Tax Credit. Simultaneously with Town’s exercise of its right to terminate the Tax Credit, the PICs’ obligation to cause the 56 1044033.12 Municipal Payments to be remitted to the Town pursuant to the terms and conditions of this Development Agreement, and all right or claim of the Town to receive any portion of the Add-On RSF Revenues imposed after the date which Town exercises its right to terminate the Tax Credit, shall automatically and without the requirement of further action terminate, be of no further force or effect, and be forever extinguished. (b) Partial Funding of Credit PIF Cap. Alternatively, the Town may elect to pay off the then-outstanding District Debts but not to advance the funds required to fund the unutilized Credit PIF Cap capacity remaining available for utilization as provided in this Financing Plan. In such event and as otherwise provided in this Development Agreement, the Tax Credit shall continue in effect for the duration of the Term, the PICs shall continue to impose the Credit PIF and cause the collection of the Credit PIF Revenues, and the PICs shall continue to cause the Municipal Payments to be remitted to the Town. All Credit PIF Revenues available (for example, Credit PIF Revenues not otherwise encumbered by and required to service debt on Supplemental Bonds issued after the date of the Town’s payoff) to TCMD, or to such other party as may be designated in the manner described in clause (ii) of Section 6.14(a), shall be placed in escrow by TCMD or such designated party and applied from time to time toward Supplemental Bonds and/or direct payment of Capital Project Costs. The Credit PIF Revenues placed into escrow shall be subject to an agreement which grants the Town the right to enforce, restrict and limit the use of such escrow funds for payment of Capital Project Costs. 6.15 Other Taxes Town May Not Collect. The Town shall not be entitled to impose, collect, receive, retain, expend or utilize Town taxes imposed upon the Public Improvement Fees described in subsections 6.15(a) and 6.15(b). In the event that the Town is legally required by municipal, state or federal law to impose the Town’s tax on a Public Improvement fee described in subsections 6.15(a) and/or 6.15(b), the Town shall, subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution, remit the full amount of the Town tax imposed upon such Public Improvement Fee to TCMD (unless such revenues are subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan) and such revenues shall be included with and be subject to the same terms, conditions and restrictions as Credit PIF Revenues. (a) Use Tax. If the Town enacts and imposes a use tax on building materials, the PICs shall, pursuant to the PIF Covenants and the Financing Plan, impose and apply the Retail Sales Fee to the use of such building materials and the Town shall not impose such Town use tax on the corresponding Retail Sales Fee. (b) Real Estate Transfer Tax. The Town’s real estate transfer tax shall not apply to the Real Estate Transfer Fee. 6.16 Other Taxes Town May Collect. The Town is entitled to collect, receive, retain, expend and utilize for any lawful Town purpose in the Town’s discretion the following tax revenues: (a) Sales Tax Applied to PIF. The Retail Sales Fee and the Add-On RSF added to each retail sales transaction shall be included in the Taxable Transaction. The Retail 57 1044033.12 Sales Fee and Add-On RSF shall be subject to the Town’s municipal sales tax and the Town is entitled to collect, receive, retain, expend and utilize such sales tax revenues. (b) Accommodations Tax Applied to PIF. The Accommodations/Lodging Fee shall be included in the Taxable Transaction. The Accommodations/Lodging Fee shall be subject to the Town’s accommodations tax and the Town is entitled to collect, receive, retain, expend and utilize such sales tax revenues. (c) Town Ad Valorem Taxes. The Town is entitled to collect, receive, retain, expend and utilize all ad valorem property tax revenues resulting from imposition of the Town’s property tax mill levy within the Project. (d) Town Share of Eagle County Sales Taxes. The Town is entitled to collect, receive, retain, expend and utilize any portion of Eagle County’s sales tax revenues generated by transactions occurring within the Project that the Town is entitled to receive pursuant to any agreements with Eagle County in effect from time to time. (e) Future Taxes, Assessments and Fees. The Town is entitled to collect, receive, retain, expend and utilize in the Town’s discretion all future taxes, assessments and fees imposed by the Town and not addressed in this Development Agreement which are imposed uniformly and non-discriminately throughout the Town. 6.17 Books and Records. The Town, AURA, the PICs and the Districts each shall maintain adequate books and records to accurately perform and account for their respective obligations under this Development Agreement. Each such Party or Limited Party shall, upon request of any other such Party or Limited Party, permit representatives of such requesting entity reasonable access during normal business hours to review and, at the requesting entity’s expense, audit such books and records in order to permit such requesting entity to determine compliance with the terms of this Development Agreement or the accuracy of any information contained in any statement, notice, invoice or report required to be provided under this Development Agreement. All such Parties and Limited Parties shall use their best efforts to resolve any issues, discrepancies, or inaccuracies discovered in any such statement, notice, invoice or report or in such requesting entity’s review or audit of the applicable books and records. For so long as BNP is providing a Letter of Credit to secure the 2013 Bond Reissue or any amounts are due and owing to BNP in connection with the 2013 Bond Reissue, BNP shall have the same right to reasonable access to review and audit books and records to determine compliance with the terms of this Development Agreement or the accuracy of any information as set forth above with respect to the Town, AURA, the PICS and the Districts. 6.18 Cooperation Regarding Delinquent Public Improvement Fees. If the PICs are unable to collect any portion of the Public Improvement Fees due to delinquency, deficiency, or failure to file, the PICs may promptly notify the Town in writing, and the Town shall institute the procedures authorized under the Municipal Code to enforce and collect the corresponding Town tax, interest, penalties and costs. The Town shall then remit, subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution, such tax revenues to the PICs or to the District, subject to the following conditions: (a) the Town shall retain an amount equal to its costs incurred in enforcing its collection of taxes under the Municipal Code, 58 1044033.12 as well as an administrative fee equal to 20% of any tax and/or penalty actually collected; (b) the obligation is subject to any prior lien on such Town taxes securing the Town’s sales tax revenue bonds outstanding as of the date of the Original Agreement; (c) the Town will have no responsibility to collect Public Improvement Fees which are in excess of the corresponding Town tax or which are assessed against any transaction that is exempt from the corresponding Town tax under the Municipal Code as then in effect; and (d) the Town does not guarantee or insure that it will be able to collect any delinquent or deficient Public Improvement Fees. Under no circumstances shall the Town be subject to any legal liability to the PICs or to the Districts on account of the Town’s failure to collect some or all of the delinquent or deficient Public Improvement Fees on behalf of such entities. The Town acknowledges that if the person or entity which failed to timely remit such Public Improvement Fees subsequently remits such Public Improvement Fees to the applicable PIC, such payment shall result in the application of the Tax Credit (if applicable) against such person or entity’s corresponding tax obligation (if any), which Tax Credit shall fully satisfy any corresponding tax liability to the Town. The Town shall nevertheless be entitled to recover from the PICs the administrative fee and any costs incurred in the enforcement and recovery of such Public Improvement Fees. 6.19 Creation of Additional PICs and/or Districts. Master Developer reserves the right to create such additional PICs as may be necessary or desirable from time to time. With the prior written consent of BNP (for so long as there are outstanding obligations to BNP under the 2013 Reissue Documents) and Master Developer, the applicable Landowner(s) may petition for the creation of additional Districts to provide services and/or Public Improvements and/or other forms of improvements benefiting all or any portion of the Property. The Town shall reasonably cooperate with Master Developer and such Landowners, as applicable, with respect to the creation of such additional PICs and/or Districts. 6.20 Operation of PICs and Districts. The formation documents of the PICs and the Districts, together with contracts entered into by and between the PICs and the Districts, require the PICs and the Districts to honor their obligations under this Development Agreement, including the obligation of the PICs to cause the Credit PIF Revenues and the Add-On RSF Revenues to be imposed, collected, remitted and utilized as required by the terms of this Development Agreement. The Town shall cooperate with the operation of the Districts, and with implementation of the Financing Plan. 6.21 Dissolution of Districts. Unless Master Developer requests the Town to do so earlier, the Town shall not initiate or pursue any proceeding to dissolve any District until after the earlier to occur of either: (a) the twenty-fifth (25th) anniversary of the first issuance of bonds by either District; or (b) such time as all infrastructure improvements and public amenities contemplated in the service plans for the Districts have been constructed and no issued general obligations or revenue obligations of the Districts remain outstanding with respect thereto. Any dissolution of any District shall be conducted in accordance with the provisions and procedures set forth in Colorado Revised Statutes §§ 32-1-701, et seq., as in effect as of the Original Effective Date. 59 1044033.12 ARTICLE 7 Default; Remedies 7.1 Default by Town. A “breach” or “default” by the Town shall be defined as: (i) any zoning, land use or other action or inaction, direct, indirect or pursuant to an initiated measure, taken without Master Developer’s and the affected Landowner’s or Landowners’ consent, that alters, impairs, prevents, diminishes, imposes a moratorium on development, delays or otherwise adversely affects any development, use or other rights of the Landowners under this Development Agreement or the Development Plan; or (ii) the Town’s failure to fulfill or perform any obligation of the Town that is expressly set forth in this Development Agreement. 7.2 Default by TCMD or VMD. A “breach” or “default” by TCMD or VMD shall be defined as TCMD’s or VMD’s respective failure to fulfill or perform any obligation of such Party that is expressly set forth in this Development Agreement. 7.3 Default by Master Developer. A “breach” or “default” by Master Developer shall be defined as Master Developer’s failure to fulfill or perform any obligation of Master Developer that is expressly set forth in this Development Agreement. 7.4 Default by Limited Party. A “breach” or “default” by a Limited Party shall be defined as such Limited Party’s failure to fulfill or perform any obligation of such Limited Party that is expressly set forth in this Development Agreement. 7.5 No Cross-Defaults. No default by a Party or a Limited Party that is asserted or judicially determined to exist under this Development Agreement shall be construed to constitute a default of any other Party or Limited Party under this Development Agreement. No default of a Party or a Limited Party that is asserted or judicially determined to exist under this Development Agreement shall be construed to constitute a default of such Party or Limited Party under any other agreement to which such Party or Limited Party is a party. No default of a Party or a Limited Party that is asserted or judicially determined to exist under another agreement to which such Party or Limited Party is a party shall be construed to constitute a default by such Party or Limited Party under this Development Agreement. 7.6 Notices of Default. In the event of a default by a Party or by a Limited Party under this Development Agreement, a non-defaulting Party, non-defaulting Limited Party and/or Intended Beneficiary may deliver written notice to the defaulting Party or defaulting Limited Party (with a copy to each other Party, Limited Party and Intended Beneficiary) of such default, at the address specified in Section 8.12, and the defaulting Party or defaulting Limited Party shall have 30 days from and after receipt of such notice to cure such default. If such default is not of a type which can be cured within such 30-day period and the defaulting Party or defaulting Limited Party gives written notice to each non-defaulting Party, non-defaulting Limited Party and Intended Beneficiary within such 30-day period that it is actively and diligently pursuing such cure, the defaulting Party or defaulting Limited Party shall have a reasonable period of time given the nature of the default following the end of such 30-day period to cure such default, provided that such defaulting Party or defaulting Limited Party is at all times within such additional time period actively and diligently pursuing such cure. Failure or delay in the delivery of a notice of default pursuant to this Section 7.6 shall not be construed to constitute a waiver of 60 1044033.12 any such default, and such notice of default may be delivered at any time during which a default has occurred and not been cured. The defaulting Party’s or defaulting Limited Party’s obligation to cure shall not arise until such notice of default has been delivered as provided herein, and no claim shall be filed with respect to a default prior to delivery of a default notice and expiration of the cure period as set forth above. 7.7 Remedies. (a) General. If any default under this Development Agreement is not cured as described in Section 7.6, any non-defaulting Party, any non-defaulting Limited Party and/or Intended Beneficiary shall, except to the extent otherwise limited by an express provision of this Development Agreement, be entitled to enforce the provisions and any remedy provided in this Development Agreement at law or in equity, and relief in the nature of injunctive relief, mandamus, specific performance or damages or a combination may be awarded. The remedies available shall include, but not be limited to, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions and actions for specific performance of the defaulting Party’s or defaulting Limited Party’s obligations and/or damages. All of the remedies permitted or available under this Development Agreement, at law, by statute or in equity shall be cumulative and not in the alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. For the avoidance of doubt and in order to clarify the effect of the foregoing as it relates to the Financing Plan: (i) the Town hereby forever waives and relinquishes any claim or right to terminate the Tax Credit for so long as any District Debts remain outstanding; and (ii) in consideration of this Development Agreement constituting an intergovernmental agreement by and among the Town, AURA, TCMD and VMD pursuant to C.R.S. §§ 29-1-203 and 29-20-105, each such governmental or quasi governmental entity expressly acknowledges that the Town, AURA, TCMD and VMD each shall have standing to enforce this Development Agreement, including specific performance, and affirms its intent that the obligations of each such governmental or quasi-governmental entity are to be enforced in accordance with their terms and each such entity expressly waives any right to object to or assert any defense against the entry of an order requiring specific performance (or other mandatory or prohibitory injunctive relief) of such obligations. (b) Impairment of Vested Property Rights. The Town acknowledges that this Development Agreement and the Development Plan constitute a development agreement which confers rights beyond those provided by the three (3) year statutory vesting approach described in the Vested Property Rights Statute. In the event of an uncured breach or default by the Town, in addition to any other remedies, Master Developer and any affected Landowner shall be entitled to: (i) recover from the Town the Past Developer Advances and any other damages that would have been specifically available pursuant to C.R.S. § 24-68-105(1)(c) as in effect on the Effective Date, plus any other and additional damages provable at law. (ii) cause the Property, or any portion thereof designated by Master Developer and the pertinent Landowner, to be disconnected from the Town. 61 1044033.12 (c) Limited Parties. The Limited Parties’ remedies shall be as follows: (i) AURA. AURA shall have no rights arising under this Development Agreement to enforce any obligation of any other Party or to obtain any remedy against any Party. (ii) EMD. EMD shall have all rights and remedies available to Master Developer. (iii) The Commercial PIC. The Commercial PIC’s rights arising under this Development Agreement to enforce any obligation of any other Party or to obtain any remedy against any Party shall be limited to the following rights and remedies: (A) Pursuant to Sections 4.2(a) and 6.2, the right to enforce the Town’s obligations to maintain the Tax Credit in effect. (B) Pursuant to Section 4.2(b), the right to require the Town’s cooperation in implementing the Add-On RSF. (C) Pursuant to Sections 6.3(a) and 6.3(b), the right to enforce the Town’s obligations with respect to application of the real estate transfer tax and Real Estate Transfer Fee, and with respect to retail sales transactions that are effected remotely. (D) Pursuant to Section 6.5(b), the right to enforce the Town’s obligations with respect to use of the Municipal Payments and the Credit PIF Revenues that do not constitute Municipal Payments. (iv) The Mixed Use PIC. The Mixed-Use PIC ’s rights arising under this Development Agreement to enforce any obligation of any other Party or to obtain any remedy against any Party shall be limited to the following rights and remedies: (A) Pursuant to Sections 4.2(a) and 6.2, the right to enforce the Town’s obligations to maintain the Tax Credit in effect. (B) Pursuant to Section 4.2(b), the right to require the Town’s cooperation in implementing the Add-On RSF. (C) Pursuant to Sections 6.3(a) and 6.3(b), the right to enforce the Town’s obligations with respect to application of the real estate transfer tax and Real Estate Transfer Fee, and with respect to retail sales transactions that are effected remotely. (D) Pursuant to Section 6.5(b), the right to enforce the Town’s obligations with respect to use of the Municipal Payments and the Credit PIF Revenues that do not constitute Municipal Payments. 62 1044033.12 (d) Intended Beneficiaries. Each of the following Intended Beneficiaries shall have the right to enforce specified provisions of this Development Agreement, as described below. (i) BNP. For so long as there are outstanding obligations to BNP under the 2013 Reissue Documents, BNP shall have all rights and remedies available to a Party with respect to enforcement of the following Town and/or AURA and/or other expressly identified obligations: (A) Generally, the obligations set forth in Article 4 and Article 6. (B) Pursuant to Sections 4.2(a) and 6.2, the Town’s obligation to maintain the Tax Credit in effect. (C) Pursuant to Sections 6.3(a) and 6.3(b), the right to enforce the Town’s obligations with respect to application of the real estate transfer tax and Real Estate Transfer Fee, and with respect to retail sales transactions that are effected remotely. (D) Pursuant to Section 6.7(c), BNP’s right to participate on the AURA board of directors with respect to any urban renewal plans for any portion of the Property. (ii) Developer Affiliates and Landowners. Each Developer Affiliate and each Landowner shall have all rights and remedies available to Master Developer. ARTICLE 8 Miscellaneous 8.1 Applicable Law. This Development Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. 8.2 No Joint Venture or Partnership. No form of joint venture or partnership exists between the Town, Master Developer, AURA, the PICs, the Districts and/or BNP, and nothing contained in this Development Agreement shall be construed as making any of the Parties, Limited Parties and/or Intended Beneficiaries joint venturers or partners. 8.3 Expenses. Except as otherwise provided in this Development Agreement, Master Developer, EMD, TCMD, VMD, each Developer Affiliate, each Limited Party, each Intended Beneficiary and the Town shall each bear their respective costs and expenses associated with entering into, implementing and enforcing the terms of this Development Agreement. 8.4 Waiver. No waiver of one or more of the terms of this Development Agreement shall constitute a waiver of other terms. No waiver of any provision of this Development Agreement in any instance shall constitute a waiver of such provision in other instances. 63 1044033.12 8.5 Town Findings. Town Council hereby finds and determines that execution of this Development Agreement provides a public benefit to the Town and its citizens, is in the best interests of the public health, safety, and general welfare, and the provisions of this Development Agreement are consistent with all applicable development laws, regulations and policies of the Town. Town Council further specifically finds: (i) the Town’s approval of this Development Agreement and the Development Plan generally is pursuant to the authority of the Vested Property Rights Statute and the Municipal Annexation Act of 1965 set forth at CRS § 31-12-101, et seq., and, to the extent permitted by law, the Town is acting in a proprietary capacity in approving the Financing Plan and therefore shall bind the Town with regard to the Town’s rights and obligations during the Term, particularly with regard to the Town’s obligation to maintain the Tax Credit in effect, in accordance with the terms and remedies set forth in this Development Agreement; (ii) the Financing Plan and the Town’s agreement to forego the collection of sales tax revenues, real estate transfer tax revenues and accommodations/lodging tax revenues by maintaining the Tax Credit in effect during the Term does not constitute the creation of a multiple-fiscal year direct or indirect debt or other financial obligation of the Town, and does not constitute a new tax, tax rate increase or tax policy change directly causing a net tax revenue gain to the Town; and (iii) nothing in this Development Agreement constitutes (A) a pledge of the Town’s credit, (B) special legislation under Article V, section 25 of the Colorado Constitution, or (C) a grant in aid under Article XI, sections 1 and 2 of the Colorado Constitution. 8.6 Severability. If a final order issued by a court of competent jurisdiction holds any term, provision, covenant or condition of this Development Agreement to be invalid, void or unenforceable, the remaining provisions of this Development Agreement shall, unless amended or modified as provided in Section 1.5, continue in full force and effect so long as enforcement of the remaining provisions would not deprive the Party(ies) or Limited Party(ies) against whom they are being enforced of a material benefit of the bargain under this Development Agreement or otherwise be inequitable to such Party or Limited Party under the facts and circumstances then pertaining. For the avoidance of doubt, a determination that the Town’s obligation to maintain the Tax Credit in effect in accordance with the terms and conditions of the Financing Plan, or a determination that the Town’s right to receive the Municipal Payments, is invalid, void, unenforceable or that the remedy of specific performance is not available with respect to the Town’s obligations under the Financing Plan or the Town’s right to receive the Municipal Payments: (i) shall be construed as depriving the adversely affected Parties and Limited Parties of a material benefit of the bargain and being otherwise inequitable to such Parties and Limited Parties; and (ii) this Development Agreement shall be deemed void and of no further effect unless modified by the Parties as provided in Section 1.5 or judicially reformed in such a manner that the Town’s obligations and commitments set forth in the Financing Plan, and/or the Town’s right to receive Municipal Payments, as applicable, can be materially performed and complied with by alternative means. Unless amended or reformed as provided herein, entry of a final order holding the Town’s obligation to maintain the Tax Credit in effect invalid or unenforceable shall entitle Master Developer and affected Landowners to entry of an order enforcing the remedy set forth in Section 7.7(b)(ii) and, correspondingly, entry of a final order holding the Town’s right to receive Municipal Payments invalid or unenforceable shall entitle the Town to disconnect the Property. 8.7 Further Assurances. Each Party shall undertake such actions and shall execute and deliver to the other all such other further instruments and documents as may be reasonably 64 1044033.12 necessary to carry out this Development Agreement in order to provide and secure to the other Party the full and complete enjoyment of its rights and privileges under this Development Agreement. 8.8 TCMD and VMD Obligations. Except with respect to funding of the Asphalt Overlay Account in accordance with the terms and conditions of Section 6.6(a)(iii) and funding of the Annual Debt Service Obligation, all obligations of TCMD and VMD under this Development Agreement to pay money are subject to annual budget and appropriation, and are subordinate to any bonds issued by TCMD and/or VMD. 8.9 Complete Agreement. This Development Agreement constitutes the final, complete and exclusive statement of the terms of the agreement among the Parties pertaining to the subject matter of this Development Agreement and supersedes all prior and contemporaneous understanding or agreements of the Parties. This Development Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements, including but not limited to the Settlement Term Sheet, the Original Agreement and any oral or written communications exchanged during the public review process leading to approval of this Development Agreement. 8.10 Construction. Each Party has participated fully in the review and revision of this Development Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to interpreting this Development Agreement. The language in this Development Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party. 8.11 Assignment. This Development Agreement shall be binding upon and, except as otherwise provided in this Development Agreement, shall inure to the benefit of the successors in interest or the legal representatives of the Parties. Master Developer shall have the right to assign or transfer all or any portion of its interests, rights or obligations under this Development Agreement to third parties acquiring an interest or estate in the Property, including, but not limited to, purchasers or long term ground lessees of individual lots, parcels, or of any improvements now or hereafter located within the Property, provided that to the extent Master Developer assigns any of its obligations under this Development Agreement, the assignee of such obligations shall expressly assume such obligations. The express assumption of any of Master Developer’s obligations under this Development Agreement by its assignee or transferee shall thereby relieve Master Developer of any further obligations under this Development Agreement with respect to the matter so assumed. BNP Paribas shall provide written notice to the Parties of any successor or assignee entity that assumes BNP’s rights and obligations pursuant to this Development Agreement. 8.12 Notices. All approvals, consents, notices, objections, and other communications (a “Notice” and, collectively, “Notices”) under this Development Agreement shall be in writing and shall be deemed properly given and received when personally delivered, or sent by overnight courier, or by email (pdf), or by registered or certified United States mail, postage prepaid, addressed to the respective Parties, Limited Parties or Intended Beneficiaries at their respective addresses as set forth below. Notices shall be deemed effective: (i) if personally delivered, when actually given and received; or (ii) if by overnight courier service, on the next business day 65 1044033.12 following deposit with such courier service; or (iii) if by email (pdf), on the same day if sent before 5:00 P.M. Mountain Time, or on the next business day if sent after 5:00 P.M. Mountain Time; or (iv) if by registered or certified United States mail, postage prepaid, three (3) business days after mailed. All Notices shall be addressed as follows (or to such other address as may be subsequently specified by Notice given in accordance herewith): To the Town: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Manager Telephone: (970) 748-4452 Email: vegger@avon.org With a required copy to: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Attorney Telephone: (970) 748-4000 Email: townattorney@avon.org To TCMD : Traer Creek Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com To VMD : The Village Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 66 1044033.12 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com To Master Developer: Traer Creek LLC P.O. Box 9429 0101 Fawcett Road, Suite 210 Avon, CO 81620 Attn: Marcus Lindholm, Manager Telephone: (970) 949-6776 Email: marcuslindholm@traercreek.com With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com EMD Limited Liability Company c/o Lava Corporation P.O. Box 9429 0101 Fawcett Road, Suite 210 Avon, CO 81620 Attn: Michael Lindholm, President Telephone: (970) 949-6776 Email: michaellindholm@traercreek.com With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com 67 1044033.12 To the Limited Parties: Avon Urban Renewal Authority P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Manager Telephone: (970) 748-4452 Email: vegger@avon.org With a required copy to: Avon Urban Renewal Authority P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Attorney Telephone: (970) 748-4000 Email: townattorney@avon.org The Village (at Avon) Mixed-Use Public Improvement Company 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com The Village (at Avon) Commercial Public Improvement Company 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers 68 1044033.12 Telephone: 303.825.8400 Email: munsey@ottenjohnson.com To the Intended Beneficiaries: BNP Paribas, an International Bank 787 Seventh Avenue, 9th Floor New York, NY 10019 Attn: Barbara Eppolito Telephone: 212.841.3607 Email: barbara.eppolito@us.bnpparibas.com With a required copy to: Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203-4532 Attn: Brandee Caswell Telephone: (303) 607-3826 Email: Brandee.Caswell@faegrebd.com Developer Affiliates c/o Traer Creek LLC [Utilizing the Master Developer contact and required copy information set forth above.] 8.13 Counterparts. This Development Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties and the Limited Parties have executed this Development Agreement as of the Execution Date, with the intent that this Development Agreement shall be legally binding on each such signatory and legally attach to and encumber the Property upon the occurrence of the Effective Date. [SIGNATURE AND NOTARY PAGES FOLLOW THIS PAGE] 69 1044033.12 Signature and Notary Pages for Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) PARTIES: TOWN: THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado By: Name: Title: Approved as to legal form by: Eric J. Heil, Esq., Town Attorney STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by _____________________ as __________________ of THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 70 1044033.12 TCMD: TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by Daniel J. Leary as President of TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 71 1044033.12 VMD: THE VILLAGE METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by Daniel J. Leary as President of THE VILLAGE METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 72 1044033.12 MASTER DEVELOPER: TRAER CREEK LLC, a Colorado limited liability company By: Name: Michael Lindholm Title: Authorized Signatory STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by Michael Lindholm as Authorized Signatory of TRAER CREEK LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 73 1044033.12 EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company By: Lava Corporation, a Colorado corporation, its Manager By: Name: Michael Lindholm Title: President STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by Michael Lindholm as President of Lava Corporation, a Colorado corporation, Manager of EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 74 1044033.12 LIMITED PARTIES: AURA: THE AVON URBAN RENEWAL AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado By: Name: Title: Approved as to legal form by: Eric J. Heil, Esq., Town Attorney STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by _____________________ as _____________________ of THE AVON URBAN RENEWAL AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 75 1044033.12 MIXED USE PIC: THE VILLAGE (AT AVON) MIXED USE PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation By: Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by _____________________ as ________________________ of THE VILLAGE (AT AVON) MIXED USE PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 76 1044033.12 COMMERCIAL PIC: THE VILLAGE (AT AVON) COMMERCIAL PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation By: Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by _____________________ as ________________________ of THE VILLAGE (AT AVON) COMMERCIAL PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 77 1044033.12 ACKNOWLEDGEMENT AND CONSENT OF BNP PARIBAS The undersigned representatives of BNP Paribas, an international bank (as defined in the foregoing Development Agreement, “BNP”), in its capacity as the issuer of irrevocable direct pay letter(s) of credit securing the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2002, and the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2004, hereby acknowledge and consent to the foregoing Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon). BNP PARIBAS: By: Name: Title: BNP PARIBAS: By: Name: Title: STATE OF NEW YORK ) ) ss. COUNTY OF _______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by _____________________ as ________________________ of BNP Paribas. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 78 1044033.12 STATE OF NEW YORK ) ) ss. COUNTY OF _______________ ) The foregoing instrument was acknowledged before me this ____ day of _________, 2013, by _____________________ as ________________________ of BNP Paribas. Witness my hand and official seal. My commission expires: Notary Public (SEAL) A-1 1044033.5 EXHIBIT A Legal Description of the Property Lots 2, 3 and 4, and Tracts B and E, Final Plat, The Village (at Avon) Filing 1, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 795007; Lots 1, 5 and 6, and Tracts A, C, D, F and G, Amended Final Plat, The Village (at Avon) Filing 1, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 898173; Lots 1 through 5, inclusive, and Tracts A through H, inclusive, Final Plat, The Village (at Avon) Filing 2, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 796831; Tracts A, D, E, G and H, Final Plat, The Village (at Avon) Filing 3, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 882776; and Tracts B and F, Amended Final Plat, The Village (at Avon) Filing 3, A Reconfiguration of Tracts B and F, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 200712166. TOGETHER WITH THE FOLLOWING PARCEL (OS5): That part of the NE 1/4 of Section 17, Township 5 South, Range 81 West of the Sixth Principal Meridian, Eagle County, Colorado, according to the Dependent Resurvey of said Township and Range, accepted November 1, 1943 by the Department of the Interior General Land Office in Washington, D.C., lying north of the Denver & Rio Grande Western Railroad right-of-way line, described as follows: Beginning at the N 1/4 corner of said Section 17; thence S89°23’36”E 526.76 feet, along the northerly line of said NE 1/4 of Section 17, to the northerly right-of-way line of the Denver & Rio Grande Western Railroad; thence, departing said northerly line of Section 17, the following two courses along the northerly right-of-way line of the Denver & Rio Grande Western Railroad, said northerly right-of-way line being parallel with and 50 feet northerly of the centerline of the existing railroad tracks: (1) S80°36’27”W 267.66 feet; (2) 263.93 feet along the arc of a curve to the right, having a radius of 2486.03 feet, a central angle of 06°04’58”, and a chord which bears S83°38’57”W 263.81 feet, to the westerly line of said NE 1/4 of Section 17; thence N00°20’55”W 78.44 feet, along said westerly line, to the point of beginning containing 0.53 acres, more or less. TOGETHER WITH THE FOLLOWING PARCEL (OS6): That part of the NE 1/4 of Section 17, Township 5 South, Range 81 West of the Sixth Principal Meridian, Eagle County, Colorado, according to the Dependent Resurvey of said Township and Range, accepted November 1, 1943 by the Department of the Interior General Land Office in Washington, D.C., lying south of the Denver & Rio Grande Western Railroad right-of-way line and north of the centerline of the Eagle River, described as follows: Beginning at the Northeast corner of said Section 17; thence S01°41’49”E 96.93 feet, along the easterly line of said Section 17, to the True Point of Beginning; thence, continuing along said A-2 1044033.5 easterly line, S01°41’49”E 73.07 feet, to the centerline of said Eagle River; thence the following four courses along said centerline (Filum aquce): (1) N89°24’49”W 1037.9 feet; (2) N86°07’49”W 472.00 feet; (3) N89°29’49”W 538.00 feet; (4) S82°33’11”W 595.15 feet, to the westerly line of said NE 1/4; thence N00°20’55”W 49.18 feet, along said westerly line to the southerly right-of-way line of the Denver & Rio Grande Western Railroad; thence, departing said westerly line of Section 17, the following five courses along the southerly right-of-way line of the Denver & Rio Grande Western Railroad, said southerly right-of-way line being parallel with and 50 feet southerly of the centerline of the existing railroad tracks: (1) 279.72 feet along the arc of a curve to the left, having a radius of 2586.03 feet, a central angle of 06°11’51”, and a chord which bears N83°42’23”E 279.58 feet; (2) N80°36’27”E 350.86 feet; (3) 686.44 feet along the arc of a curve to the right, having a radius of 3171.27 feet, a central angle of 12°24’07”, and a chord which bears N86°48’31”E 685.10 feet; (4) S86°59’25”E 1216.38 feet; (5) 112.54 feet along the arc of a curve to the right, having a radius of 2549.33 feet, a central angle of 02°31’46”. and a chord which bears S85°43’31”E 112.53 feet, to the True Point of Beginning, containing 5.28 acres, more or less. TOGETHER WITH THE FOLLOWING PARCEL (EAST PARCEL): Those parts of Sections 7, 8, 9 & 10, Township 5 South, Range 81 West of the Sixth Principal Meridian, Eagle County, Colorado, according to the Dependent Resurvey of said Township and Range, accepted November 1, 1943 by the Department of the Interior General Land Office in Washington, D.C., described as a whole as follows: Beginning at the Northwest corner of said Section 8; thence the following four courses along the northerly line of said Section 8: (1) N88°40’41”E 1379.49 feet, to the W 1/16 corner of said Section 8 and Section 5 of said Township and Range; (2) N88°40’41”E 1379.49 feet, to the 1/4 corner of said Sections 8 and 5; (3) N88°42’58”E 1385.36 feet, to the E 1/16 corner of said Sections 8 and 5; (4) N88°42’58”E 1385.36 feet, to the corner of said Sections 5, 8 and 9 and Section 4 of said Township and Range; thence the following four courses along the northerly line of said Section 9: (1) N83°29’30”E 1386.63 feet, to the W 1/16 corner of said Sections 9 and 4; (2) N83°29’30”E 1386.64 feet, to the 1/4 corner of said Sections 9 and 4; (3) N83°24’12”E 1386.30 feet, to the E 1/16 corner of said Sections 9 and 4; (4) N83°24’12”E 1386.30 feet, to the corner of said Sections 4, 9 and 10 and Section 3 of said Township and Range; thence the following two courses along the northerly line of said Section 10: (1) N86°39’24”E 1381.29 feet, to the W 1/16 corner of said Sections 10 and 3; (2) N86°39’24”E 1299.94 feet; thence, departing said northerly line, S01°34’07”W 2699.66 feet, to the east-west centerline of said Section 10; thence, along said east-west centerline, S86°32’23”W 1304.06 feet, to the W 1/16 corner of said Section 10; thence S01°32’50”W 1349.33 feet, along the easterly line of the NW 1/4 SW 1/4 of said Section 10, to the SW 1/16 corner of said Section 10; thence S86°32’47”W 1384.91 feet, along the southerly line of said NW 1/4 SW 1/4, to the S 1/16 corner of said Sections 10 and 9; thence S77°10’15”W 1413.37 feet, along the southerly line of the NE 1/4 SE 1/4 of said Section 9, to the SE 1/16 corner of said Section 9; thence S01°33’02”W 1475.32 feet, along the easterly line of the SW 1/4 SE 1/4 of said Section 9, to the E 1/16 corner of said Section 9 and Section 16 of said Township and Range; thence S72°20’31”W 1450.43 feet, along the southerly line of said SW 1/4 SE 1/4, to the 1/4 corner of said Sections 9 and 16; thence N01°34’18”E 1601.52 feet, to the CS 1/16 corner of said Section 9; thence S86°07’30”W 1378.19 feet, along the southerly line of the NE 1/4 SW 1/4 of said Section 9, to the SW 1/16 corner of said Section 9; thence S01°33’13”W 1506.37 feet, along the easterly line of the SW 1/4 SW 1/4 of said Section 9, to the W 1/16 corner of said Sections 9 and 16; thence N89°55’04”W 1371.96 feet, along the southerly line of said SW 1/4 SW 1/4 to the section corner of said Sections 8, 9, A-3 1044033.5 16, and 17 of said Township and Range; thence N01°32’00”E 3.82 feet, along the westerly line of Section 9, to the northerly right-of-way line of the Denver & Rio Grande Western Railroad, said northerly right-of-way line being parallel with and 50 feet northerly of the centerline of the existing railroad tracks; thence the following two courses along said northerly right-of-way line: (1) 104.48 feet along the arc of a curve to the left, having a radius of 2649.33 feet, a central angle of 02°15’34”, and a chord which bears N85°51’36”W 104.47 feet; (2) N86°59’25”W 1213.28 feet, to the westerly line of the SE 1/4 SE 1/4 of said Section 8; thence N00°51’07”E 1337.77 feet, along said westerly line, to the SE 1/16 corner of said Section 8; thence N89°54’54”W 1333.58 feet, along the southerly line of the NW 1/4 SE 1/4 of said Section 8, to the CS 1/16 corner of said Section 8; thence N89°58’35”W 1366.46 feet, along the southerly line of the NE 1/4 SW 1/4 of said Section 8, to the SW 1/16 corner of said Section 8; thence S00°01’37”E 919.47 feet, along the easterly line of the SW 1/4 SW 1/4 of said Section 8, to the northerly right-of-way line of Interstate Highway No. 70, as described in the deed recorded in Book 223 at Page 982 in the office of the Eagle County, Colorado, Clerk and Recorder; thence the following ten courses along said northerly right-of-way line: (1) N65°30’20”W 249.79 feet; (2) N78°47’50”W 317.2 feet; (3) N83°08’20”W 506.7 feet; (4) 772.2 feet along the arc of a curve to the right, having a radius of 1462.0 feet, a central angle of 30°15’52”, and a chord which bears N54°57’56”W 763.3 feet; (5) N34°37’50”W 331.1 feet; (6) N34°44’20”W 368.5 feet; (7) 804.9 feet along the arc of a curve to the left, having a radius of 1812.0 feet, a central angle of 25°27’04”, and a chord which bears N51°29’50”W 798.3 feet; (8) N68°24’50”W 399.7 feet; (9) N49°47’20”W 213.6 feet; (10) N70°20’50”W 765.1 feet, to the northerly line of the SE 1/4 of said Section 7; thence the following two courses along said northerly line: (1) N89°50’40”E 1194.46 feet, to the CE 1/16 corner of said Section 7; (2) N89°50’40”E 1378.25 feet, to the 1/4 corner of said Sections 7 and 8; thence the following two courses along the westerly line of said Section 8: (1) N00°10’53”W 1369.09 feet, to the S 1/16 corner of said Sections 7 and 8; thence N00°10’53”W 1369.10 feet, to the point of beginning. EXCLUDING from above The Village (at Avon) Filing 3 according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 882776. Said East Parcel containing 1366.95 acres, more or less, with The Village (at Avon) Filing 3 area subtracted. B-1 1044033.5 EXHIBIT B Form of Special Warranty Deed for Conveyances to Town SPECIAL WARRANTY DEED [STATUTORY FORM – C.R.S. § 38-30-115] [TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado] (“Grantor”), whose street address is [141 Union Boulevard, Suite 150, c/o Special District Management, Lakewood, CO 80228-1898, County of Jefferson], State of Colorado, for the consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, hereby sells and conveys to THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado (“Grantee”), whose street address is 400 Benchmark Road, Avon, Colorado 81620, County of Eagle, State of Colorado (“Grantee”), the real property that is described on Exhibit A attached hereto and made a part hereof, with all its appurtenances, and warrants the title to the same against all persons claiming under Grantor, subject to the matters set forth on Exhibit B attached hereto and made a part hereof. [TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado] By: Name: Title: STATE OF ___________ ) ) ss: COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ____ day of ____________________, 200__, by _________________________ as ________________ of _____________________________, a ____________________. Witness my hand and official seal. My commission expires: Notary Public B-2 1044033.5 EXHIBIT A TO SPECIAL WARRANTY DEED Description of the Property [insert description of property or property interest to be conveyed] B-3 1044033.5 EXHIBIT B TO SPECIAL WARRANTY DEED Restrictions and/or Reservations Restrictions: Conveyance of the Property pursuant to the foregoing Special Warranty Deed is subject to the following restrictions, which restrictions shall be binding on Grantee and all successors and assigns of Grantee, and which Grantor and its successors and assigns shall have the right to enforce by an action for specific performance, mandamus, mandatory or prohibitory injunction or other equitable or legal remedy: 1. [insert applicable use/other deed restrictions or state non applicable] Reservations: Conveyance of the Property pursuant to the foregoing Special Warranty Deed is subject to Grantor’s reservation of the following rights with respect to the Property: 1. [insert applicable reservations or state non applicable] Exceptions: Conveyance of the Property pursuant to the foregoing Special Warranty Deed is subject to the following exceptions: 1. [insert applicable exceptions] C-1 1044033.5 EXHIBIT C Form of Covenant and Temporary Easement Agreement COVENANT AND TEMPORARY EASEMENT AGREEMENT THIS COVENANT AND TEMPORARY EASEMENT AGREEMENT (this “Easement Agreement”) is made and entered into as of this _____ day of _________________, 2013 (“Effective Date”), by and between the TOWN OF AVON, a home rule municipal corporation of the State of Colorado (together with its successors and assigns, “Grantor”); and EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company (together with its successors and assigns, “Grantee”). Recitals A. Grantor is the owner of certain real property located in Eagle County, Colorado, legally described on EXHIBIT A: LEGAL DESCRIPTION OF FS VILLAGE PARCEL attached hereto and incorporated herein by this reference, which property is generally referred to as the Forest Service Village Parcel (“FS Village Parcel”). B. Grantee is the owner of certain real property located in Eagle County, Colorado, legally described on EXHIBIT B: LEGAL DESCRIPTION OF PLANNING AREA I attached hereto and incorporated herein by this reference, which property is designated as Planning Area I (“Planning Area I”) pursuant to The Village (at Avon) PUD Master Plan, Formal Amendment Two as recorded in the real property records of Eagle County, Colorado on ______________, 2013 at Reception No. ______________ (“PUD Master Plan”). C. Exhibit F of The Village (at Avon) Amended and Restated PUD Guide dated as of _______________, 2013 and recorded in the real property records of Eagle County, Colorado on _______________, 2013 at Reception No. __________________ (“PUD Guide”), establishes the applicable design and improvement standards (“Design Standards”) for construction of an extension of Swift Gulch Road as a rural local roadway (“Planning Area I Access Road”) over, across and through the FS Village Parcel to provide access to Planning Area I from Planning Area J. D. Grantor and Grantee are parties to that certain Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) dated as of _____________, 2013 and recorded in the real property records of Eagle County, Colorado on ______________, 2013 at Reception No. ______________ (“Development Agreement”). E. Pursuant to Section 4.2(e) of the Development Agreement: (i) Grantor is legally obligated to execute and deliver this Easement Agreement to Grantee (or to the then- Landowner(s) of Planning Area I) within three (3) business days after acquiring title to the FS Village Parcel, but in any event prior to permitting the recordation of a conservation easement or similar instrument limiting potential development within the FS Village Parcel or any other conveyance by the Town of the FS Village Parcel or any C-2 1044033.5 interest therein; and (ii) this Easement Agreement shall be recorded as a prior interest to any conservation easement or similar instrument, and any such subsequent conveyance or grant by the Town shall be expressly subject and subordinate to this Easement Agreement. F. Prior to actual construction of the Planning Area I Access Road, the alignment of the Planning Area I Access Road and the Temporary Easement (as defined in Paragraph 2) are intended to be conceptual and to assure Grantee’s legal right to construct the Planning Area I Access Road in an alignment to be finally established at the time of construction drawing review and approval by Grantor in its governmental capacity in connection with future development application review for Planning Area I. G. Grantor and Grantee intend that execution, delivery and recording of this Easement Agreement shall constitute satisfaction of Grantor’s obligations pursuant to Section 4.2(e) of the Development Agreement and shall be construed and enforced in that manner which enables Grantee’s enjoyment of the rights granted to Grantee in this Easement Agreement, including but not limited to the future construction, operation and maintenance of the Facilities (as defined in Paragraph 2) in accordance with the terms and conditions of the Design Standards, the PUD Guide and the Development Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows: 1. Covenant to Consent to Applications. If Grantor acquires fee title to the FS Village Parcel, Grantor agrees and covenants that Grantor shall provide consent as the owner of the FS Village Parcel to Grantee, including providing a properly acknowledged power of attorney to Grantee, that Grantee may submit a subdivision application pursuant to Avon Municipal Code §7.16.020(b)(1) for the FS Village Parcel to plat and dedicate a public road right-of-way. The grant of this covenant shall not restrict or diminish the Grantor’s rights to review a subdivision application and/or application for road construction, an accompanying pedestrian/recreational trail facility or other associated public improvements in accordance with the Design Standards and other applicable standards and procedures of the PUD Guide and the Avon Municipal Code. 2. Grant of Temporary Easement. Grantor hereby grants, bargains, sells and conveys to Grantee, together with its engineers, contractors, employees and similar consultants to Grantee and/or its assigns as may be necessary or desirable (collectively, “Permittees”), a temporary, non-exclusive, easement appurtenant to Planning Area I (“Temporary Easement”) over, under, through and across that portion of the FS Village Parcel which is graphically depicted in EXHIBIT C: GRAPHIC DESCRIPTION OF TEMPORARY EASEMENT AREA (“Temporary Easement Area”) for the right to enter upon the Temporary Easement Area and such adjacent areas of the FS Village Parcel thereto as may reasonably be necessary to survey, conduct geotechnical and similar physical investigation related to construction of the Roadway Facilities and the Utility Facilities, as each are defined in Paragraph 3 below (collectively, the C-3 1044033.5 “Facilities”). The Temporary Easement shall commence on the date of execution of this Easement Agreement and shall continue through the date on which the Planning Area I Access Road is constructed and dedicated to the Town in accordance with the applicable provisions of the Development Agreement, the PUD Guide and the Avon Development Code, whereupon the Temporary Easement and this Easement Agreement shall terminate and shall be of no further force and effect. Nothing contained herein shall obligate Grantee to install, or cause to be installed, any or all of the Facilities or to otherwise provide for any such use. 3. Temporary License Agreement. Upon the approval by Grantor of a properly submitted subdivision application establishing and dedicating a public road right-of-way within the FS Village Parcel as contemplated by the Development Agreement and this Easement Agreement, and an approval by Grantor of a properly submitted application and public improvements agreement for construction of the Facilities within such dedicated public road right-of-way, Grantor and Grantee will execute a Temporary License Agreement to allow construction of the Facilities in accordance with the Design Standards and other applicable procedures and standards set forth in the Development Agreement, the PUD Guide and the Avon Development Code. The Temporary License Agreement shall permit the Grantee to enter upon the FS Village Parcel and to: (i) construct and install drive lanes, roadways, landscaping, sidewalks, bike paths, recreational trail, retaining walls, and other access facilities necessary or desirable for such access, and all fixtures and devices reasonably used or useful in the operation of such facilities (collectively, the “Roadway Facilities”); (ii) construct and install water lines, sanitary sewer lines, storm drainage facilities, electrical lines, gas lines, telephone lines, fiber optic lines, cable television lines and similar utilities and utility facilities, together with all sleeves, conduit, junction boxes, vaults, fixtures and devices reasonably used or useful in the operation of such facilities, whether publicly or privately owned (collectively, the “Utility Facilities”); and, (iii) stage construction materials and equipment within designated areas on the Temporary Easement Area as may be approved by the Town. The form of Temporary License Agreement is attached as EXHIBIT D: FORM OF LICENSE AGREEMENT. 4. Entry; Site Investigation; Construction Staging; Restoration of Surface. In conducting the design and construction of the Facilities, including but not limited to surveying, geotechnical testing, other physical inspection and similar matters, it will be necessary or desirable for Grantee and/or the Permittees to enter upon and/or cause disturbances to the surface of the Temporary Easement Area and potentially to the surface of adjacent areas of the FS Village Parcel. Grantee shall provide not less than five (5) business days’ written notice to Grantor of any planned entrance upon and/or conduct of physical testing or inspection of the Temporary Easement Area and/or adjacent areas of the FS Village Parcel. Grantor shall coordinate with Grantee regarding the scope, nature and duration of such activities, but shall not unreasonably object to or interfere with Grantee’s and/or Permittees’ conduct of such activities. To the extent such activities disturb vegetation or otherwise disturb the surface, Grantee shall promptly cause revegetation and/or otherwise cause restoration of the affected area to a condition reasonably consistent with its condition prior to Grantee’s and/or Permittees’ conduct of such activities. 5. Grantor’s Reserved Rights. Grantor reserves the right to grant additional non-exclusive easement interests within the Temporary Easement Area and the FS Village Parcel so long as such interests do not adversely affect, increase the cost of, or otherwise interfere with Grantee’s C-4 1044033.5 or Permittees’ full exercise of Grantee’s rights in this Easement Agreement, including but not limited to the rights set forth in the Temporary Easement and the Temporary License Agreement. Grantor reserves the right to use and occupy the FS Village Parcel and the Temporary Easement Area for any and all purposes not inconsistent with the rights and privileges granted herein, including the grant and conveyance of such conservation easements or other real property interests in and to the FS Village Parcel and the Temporary Easement Area so long as all such interests and conveyances are made expressly subject and subordinate to Grantee’s rights under this Easement Agreement. 6. Title Matters; No Warranties. This Easement Agreement is subject to all prior easements, restrictions, reservations, rights-of-way, encumbrances and similar matters of record as of the Effective Date. Grantor makes no representations or warranties regarding the status of title to the FS Village Parcel or the Temporary Easement Area as of the Effective Date, and the grant of easements and other rights pursuant to this Easement Agreement is in the nature of a bargain and sale conveyance. Except with Grantee’s prior written consent, all matters affecting title to the FS Village Parcel and the Temporary Easement Area after the Effective Date shall be subordinate to the terms and conditions of this Easement Agreement. 7. Covenants. Each and every benefit and burden of this Easement Agreement shall inure to and be binding upon Grantor, Grantee and their respective successors and assigns. The burdens and benefits hereof shall run with title to the FS Village Parcel and the Temporary Easement Area, and shall run with title to Planning Area I. Any person or entity that acquires any interest in the FS Village Parcel and/or the Temporary Easement Area, and any person or entity that acquires any interest in Planning Area I, shall be bound by the burdens and entitled to the benefits of this Easement Agreement. The burdens and benefits of this Easement Agreement constitute covenants that run with and encumber title to the FS Village Parcel, the Temporary Easement Area and Planning Area I. 8. Assignment. To the extent Traer Creek Metropolitan District or another District (as defined in the Development Agreement) undertakes to construct all or part of the Facilities pursuant to Section 3.2(a) of the Development Agreement, Grantee shall have the right to assign to Traer Creek Metropolitan District or such other District (in whole or in part) its rights and obligations arising pursuant to this Easement Agreement. 9. Legal Fees and Costs. The prevailing party in any legal action with respect to this Easement Agreement shall be awarded it reasonable costs and attorneys’ fees incurred with respect thereto. 10. Counterparts. This Easement Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. C-5 1044033.5 IN WITNESS WHEREOF, Grantor and Grantee have executed this Easement Agreement as of the date first written above. GRANTOR: TOWN OF AVON, a home rule municipal corporation of the State of Colorado By:___________________________ Attest:______________________________ Rich Carroll, Mayor Patty McKenny, Town Clerk STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _____ day of _______________, 2013, by Rich Carroll, as Mayor of the TOWN OF AVON, a home rule municipal corporation of the State of Colorado. Witness my hand and official seal. ____________________________________ Notary Public My commission expires: ______________________________. GRANTEE: EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company By: Lava Corporation, a Colorado corporation, its Manager By: Name: Michael Lindholm Title: President STATE OF COLORADO ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this _________ day of ______________________, 2013 by Michael Lindholm, President of Lava Corporation, a Colorado corporation, as Manager of EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company. Witness my hand and official seal.___________________________________ Notary Public My commission expires: C-6 1044033.5 EXHIBIT A LEGAL DESCRIPTION OF THE FS VILLAGE PARCEL Sixth Principal Meridian, Colorado T. 5 S. R. 81 W., sec. 8, lots 1 and 2 C-7 1044033.5 EXHIBIT B LEGAL DESCRIPTION OF PLANNING AREA I Planning Area I is that portion of the following legal description which is depicted on the PUD Master Plan and designated as Planning Area I. C-8 1044033.5 EXHIBIT C GRAPHIC DEPICTION OF TEMPORARY EASEMENT AREA C-9 1044033.5 EXHIBIT D FORM OF TEMPORARY LICENSE AGREEMENT AN AGREEMENT BY AND BETWEEN THE TOWN OF AVON AND _________________________ FOR THE GRANT OF A TEMPORARY LICENSE TO INSTALL AND CONSTRUCT A ROAD ON TOWN-OWNED PROPERTY 1. Parties. The parties to this agreement (“Agreement”) are the TOWN OF AVON, COLORADO, a Colorado home rule municipality (the “Town”) and ___________________________ (the “Licensee”). This Agreement is effective upon execution by the Licensee and following execution by the Town Manager on the date indicated below. 2. Recitals and Purpose. (a) The Town is the owner of certain property located in the Town of Avon, Eagle County, Colorado, commonly known as the ________________________ (“Town Property”). (b) The Licensee desires to encroach upon and occupy the Town Property for the purpose of installing and constructing certain Roadway Facilities and Utility Facilities (collectively referred to as “Facilities”) as described in the Covenant and Temporary Easement Agreement dated _____, (“Easement Agreement”). (c) The Town and Licensee have agreed to enter into this temporary license agreement under the terms and conditions as hereinafter specified in this Agreement provided that nothing in this Agreement shall waive or modify any obligation to seek building permits, variances, or other approval necessary to meet any obligation imposed by law. The Licensee remains obligated to apply for and obtain all necessary permits and approvals, pay all required fees, and comply with all applicable local laws, including but not limited to any applicable provisions of this Agreement, Exhibit F of The Village (at Avon) Amended and Restated PUD Guide dated as of____________, 20[__] and recorded in the real property records of Eagle County, Colorado on _______, 20[__] at Reception No. __________, (“PUD Guide”), and the Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) dated as of ____________, 20[__] and recorded in the real property records of Eagle County, Colorado on__________, 20[__] at Reception No. _______ (“Development Agreement”). 3. Terms and Conditions. (a) License Granted. The Town hereby grants to the Licensee a temporary license for the encroachment and occupation as described in the public improvements agreements approved by the Town to construct the Facilities; provided, however, that nothing in this Agreement is intended to waive, alter, modify, or permit any violation of any local law applicable within the Town of Avon. Except for the encroachment and occupation of the Facilities, no other encroachment, structure, improvement, vehicle, C-10 1044033.5 fence, wall, landscaping, or any other real or personal property shall be erected, installed, constructed, parked, stored, kept, or maintained in any way or fashion on the Town Property. (b) Term and Termination. This Agreement shall continue until the Roadway Facilities are dedicated to the Town and the applicable portions of the Utility Facilities are dedicated to the respective utility providers in accordance with the procedures and timeframes established in the public improvements agreement to construct the Facilities. Upon dedication and final acceptances of the Facilities this Agreement is terminated. In the event that the Licensee fails to comply with the construction timeframe, procedures or other provisions of the public improvements agreement the Town may elect to provide notice of default in writing to the Licensee. If the Town has provided such notice of default and Licensee is unable to cure the default within ninety (90) days after receipt of a notice of default, then Town may terminate this Agreement. In the event that Licensee has failed to complete the Facilities as required by the public improvements agreement and the Town has elected to utilize the financial security to complete the Facilities, then Town may immediately terminate this Agreement. (c) Indemnification. The Licensee expressly agrees to, and shall, indemnify and hold harmless the Town and any of its officers, agents, or employees from any and all claims, damages, liability, or court awards, including costs and attorney’s fee that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any omission or act of commission by the Licensee or any of its employees, agents, partners, or lessees, in encroaching upon the Town Property. In particular and without limiting the scope of the foregoing agreement to indemnify and hold harmless, the Licensee shall indemnify the Town for all claims, damages, liability, or court awards, including costs and attorney’s fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any claim in whole or in part that all or any portion of the Facilities and encroachment permitted by this Agreement constitutes a dangerous and/or unsafe condition within a public right-of-way. (d) Insurance. The Licensee agrees to procure and maintain, at its own cost, a policy or policies of insurance protecting against injury, damage or loss occurring on the licensed premises in the minimum amount of $600,000.00 per occurrence. Such policy or policies shall name the Town as an “additional insured”. However, the Licensee’s failure to take such steps to insure the premises shall not waive, affect, or impair any obligation of the Licensee to indemnify or hold the Town harmless in accordance with this Agreement. 4. Assignment. This Agreement shall not be assigned by the Licensee without the prior written consent of the Town which may withhold its consent for any reason; provided that the Town C-11 1044033.5 encourages the Licensee to inform any purchaser of the Licensee’s property or interests of the existence of this Agreement and the Town will promptly consider any request by the Licensee for assignment of this Agreement to such subsequent purchaser. 5. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if personally served or if sent by certified mail or registered mail, postage and fees prepaid, addressed to the party to whom such notice is to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing, to the other party or parties. Such notice shall be deemed to have been given when deposited in the United States Mail. 6. Integration and Amendment. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings; provided, however, the Easement Agreement shall remain in effect in accordance with its terms. This Agreement may be amended only by an instrument in writing signed by the parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. Invalidation of the Agreement in its entirety shall revoke any authorization, whether explicit or implied to the continuing use and occupancy of the Town Property for the Facilities. 7. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado and venue for any action arising under this agreement shall be in the appropriate court for Eagle County, Colorado. 8. Waiver of Breach. A waiver by any party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. 9. Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the parties, their respective legal representatives, successors, heirs, and assigns; provided, however, that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 10. Underlying Intent and Scope. It is the intent of this Agreement that the Town shall incur no cost or expense attributable to or arising from the construction, maintenance, or operation of the Facilities and encroachment permitted by this Agreement and that, in all instances, the risk of loss, liability, obligation, damages, and claims associated with the encroachment shall be borne by the Licensee. This Agreement does not confer upon the Licensee any other right, permit, license, approval, or consent other than that expressly provided for herein and this Agreement shall not be construed to waive, modify, amend, or alter the application of any other federal, state, or local laws, including laws governing zoning, land use, property maintenance, or nuisance. C-12 1044033.5 11. Authority to Bind Party. The undersigned persons represent that they are expressly authorized to execute this Agreement on behalf of the Parties and to bind their respective Parties and that the Parties may rely upon such representation of authority. 12. Legal Fees and Costs. The prevailing party in any legal action with respect to this Easement Agreement shall be awarded it reasonable costs and attorneys’ fees incurred with respect thereto. DATED THIS ____________ DAY OF _______________, 20____. TOWN OF AVON: By: ________________________________ Town Manger ATTEST: Approved as to Form: _________________________________ ________________________ Town Clerk or Deputy Town Clerk For Town Attorney’s Office LICENSEE: By: ________________________________ Print Name: _________________________ Address: ___________________________ ___________________________________ STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ________ day of ____________________, 20____, personally by _______________________________. ___________________________________ Notary Public (SEAL) Commission expires: ____________________________ D-1 1044033.5 EXHIBIT D Prioritized Capital Projects Prioritized Capital Projects List Budgetary Cost Estimates Item Lot 1 East Beaver Creek Blvd. Lot 1 Main Street Lot 1 North/South Roads (2) Planning Area J (east) East/West Road General Conditions 750,000 715,000 560,000 280,000 Demolition 39,825 1,726,900 166,650 266,675 Earthwork 1,108,275 119,685 123,390 187,440 Roadway 1,630,990 1,349,930 393,310 719,465 Utilities 894,300 1,129,900 227,600 356,800 Erosion Control 27,000 27,000 16,600 9,500 Landscaping 340,238 311,890 128,800 180,050 Electrical & Lighting 347,280 289,400 115,760 185,216 Roundabouts 000 2,000,000 000 000 Subtotal 5,137,908 7,669,705 1,732,110 2,185,146 20% Contingency 1,027,582 1,533,941 346,422 437,029 Total 6,200,000 9,200,000 2,100,000 2,600,000 E-1 1044033.5 EXHIBIT E Schedule of Past Developer Advances and Avon Receivable Priority of Repayment Contract Date Repayment Party Principal Amount Accrued Interest Total2 Developer Advances Amended and Restated Funding and Reimbursement Agreement1 05/08/2002 Traer Creek LLC $ 3,476,752 $ 2,457,459 $ 5,934,211 Facilities Acquisition Agreement3 05/29/2002 See Note 3 below 4,029,786 2,193,749 6,223,535 2003 Funding and Reimbursement Agreement, as amended 03/25/2004 Traer Creek LLC 2,560,673 1,672,846 4,233,519 2006 Operation Funding Agreement 01/26/2006 Traer Creek LLC 576,310 249,048 825,358 2007 Operation Funding Agreement 11/30/2006 Traer Creek LLC 841,980 335,769 1,177,749 2008 Operation Funding Agreement 12/14/2007 Traer Creek LLC 279,116 88,079 367,195 2009 Operations Advance 12/14/2007 Traer Creek LLC 87,694 15,161 102,855 2010 Operations Advance 12/14/2007 Traer Creek LLC 122,743 10,188 132,931 2011 Operations Advance 12/14/2007 Traer Creek LLC 72,682 - 72,682 Total Developer advances 12,047,736 7,022,299 19,070,035 Avon Receivable 2008 Avon Receivable various see attached Town of Avon 482,642 - 482,642 2009 Avon Receivable various see attached Town of Avon 1,064,062 - 1,064,062 2010 Avon Receivable various see attached Town of Avon 1,126,649 - 1,126,649 2011 Avon Receivable various see attached Town of Avon 848,956 - 848,956 Total Avon receivable 3,522,309 - 3,522,309 Grand Total $ 15,570,045 $ 7,022,299 $ 22,592,344 1The net credit for amounts owed to the District by the Developer for Cable TV Filing 1; Utilities Filing 3; and the Parking Structure (645k) with accumulated interest that were in excess of the additional developer advances not captured above for the Dirt Removal Agreement ($417k) was applied against the accrued interest for the Amended and Restated Funding and Reimbursement Agreement 2All totals are as of December 31, 2011. 3The District’s records reflect that the amount outstanding under the Facilities Acquisition Agreement are as follows: Traer Creek-RP LLC $ 2,440,000 $ 1,328,296 $ 3,768,296 Buffalo Ridge Affordable Housing Corporation, Buffalo Ridge II, LLLP 1,589,786 865,453 2,455,239 Total amount outstanding at December 31, 2011 $ 4,029,786 $ 2,193,749 $ 6,223,535 Repayment of amounts due under the Facilities Acquisition Agreement will be allocated equally (on a pari passu basis) as funds are available after reimbursement to Traer Creek LLC under the Amended and Restated Funding and Reimbursement Agreement dated May 8, 2002, as amended. E-2 1044033.5 Priority of Repayment Date Obligation Was Incurred Repayment Party Principal Amount Accrued Interest Total 2 2002 Funding and Reimbursement Agreement 5/7/2002 Traer Creek LLC $ 3,476,752 $ 2,457,459 $ 5,934,211 2003 Funding and Reimbursement Agreement 9/17/2003 Traer Creek LLC 860,673 1,672,846 2,533,519 2003 Funding and Reimbursement Agreement 10/22/2003 Traer Creek LLC 500,000 - 500,000 2003 Funding and Reimbursement Agreement 11/30/2003 Traer Creek LLC 950,000 - 950,000 2003 Funding and Reimbursement Agreement 1/19/2004 Traer Creek LLC 250,000 - 250,000 Facilities Acquisition Agreement 3 3/10/2005 Traer Creek-RP LLC / Buffalo Ridge 4,029,786 2,193,749 6,223,535 2006 Operation Funding Agreement 4/18/2006 Traer Creek LLC 45,016 249,048 294,064 2006 Operation Funding Agreement 5/24/2006 Traer Creek LLC 227,197 - 227,197 2006 Operation Funding Agreement 8/9/2006 Traer Creek LLC 69,255 - 69,255 2006 Operation Funding Agreement 9/1/2006 Traer Creek LLC 66,832 - 66,832 2006 Operation Funding Agreement 9/19/2006 Traer Creek LLC 5,842 - 5,842 2006 Operation Funding Agreement 10/19/2006 Traer Creek LLC 30,922 - 30,922 2006 Operation Funding Agreement 11/22/2006 Traer Creek LLC 80,195 - 80,195 2006 Operation Funding Agreement 1/8/2007 Traer Creek LLC 15,505 - 15,505 2006 Operation Funding Agreement 1/8/2007 Traer Creek LLC 8,938 - 8,938 2006 Operation Funding Agreement 1/17/2007 Traer Creek LLC 26,608 - 26,608 2007 Operation Funding Agreement 7/20/2007 Traer Creek LLC 79,980 335,769 415,749 2007 Operation Funding Agreement 8/17/2007 Traer Creek LLC 165,980 - 165,980 2007 Operation Funding Agreement 10/3/2007 Traer Creek LLC 151,980 - 151,980 2007 Operation Funding Agreement 10/30/2007 Traer Creek LLC 152,000 - 152,000 2007 Operation Funding Agreement 12/14/2007 Traer Creek LLC 292,040 - 292,040 2008 Operation Funding Agreement 1/31/2008 Traer Creek LLC 13,168 88,079 101,247 2008 Operation Funding Agreement 2/28/2008 Traer Creek LLC 12,500 - 12,500 2008 Operation Funding Agreement 3/31/2008 Traer Creek LLC 12,500 - 12,500 2008 Operation Funding Agreement 4/30/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 5/31/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 6/30/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 7/31/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 8/31/2008 Traer Creek LLC 31,575 - 31,575 2008 Avon Receivable 9/1/2008 Town of Avon EA 46,813 - 46,813 2008 Avon Receivable 9/1/2008 Town of Avon MS 58,206 - 58,206 2008 Avon Receivable 9/1/2008 Town of Avon STSF 37,276 - 37,276 2008 Operation Funding Agreement 9/30/2008 Traer Creek LLC 30,450 - 30,450 2008 Avon Receivable 10/1/2008 Town of Avon EBC 58,206 - 58,206 2008 Avon Receivable 10/1/2008 Town of Avon MS 37,276 - 37,276 2008 Operation Funding Agreement 10/31/2008 Traer Creek LLC 30,450 - 30,450 2008 Avon Receivable 11/1/2008 Town of Avon MS 58,206 - 58,206 2008 Avon Receivable 11/1/2008 Town of Avon STSF 39,276 - 39,276 2008 Operation Funding Agreement 11/30/2008 Traer Creek LLC 12,500 - 12,500 2008 Avon Receivable 12/1/2008 Town of Avon EBC 49,901 - 49,901 2008 Avon Receivable 12/1/2008 Town of Avon MS 58,206 - 58,206 2008 Avon Receivable 12/1/2008 Town of Avon STSF 39,276 - 39,276 2008 Operation Funding Agreement 12/31/2008 Traer Creek LLC 14,173 - 14,173 2009 Avon Receivable 1/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 1/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 2/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 2/1/2009 Town of Avon STSF 39,276 - 39,276 E-3 1044033.5 Priority of Repayment Date Obligation Was Incurred Repayment Party Principal Amount Accrued Interest Total 2 2009 Avon Receivable 3/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 3/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 4/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 4/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 5/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 5/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 6/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 6/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 7/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 7/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 8/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 8/1/2009 Town of Avon STSF 186,467 - 186,467 2009 Avon Receivable 9/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 9/1/2009 Town of Avon STSF 54,098 - 54,098 2009 Avon Receivable 9/1/2009 Town of Avon EBC 48,897 - 48,897 2009 Avon Receivable 10/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 10/1/2009 Town of Avon STSF 54,098 - 54,098 2009 Avon Receivable 11/1/2009 Town of Avon MS 3,251 - 3,251 2009 Avon Receivable 11/1/2009 Town of Avon STSF 54,098 - 54,098 2009 Avon Receivable 12/1/2009 Town of Avon MS - - - 2009 Avon Receivable 12/1/2009 Town of Avon STSF 54,099 - 54,099 2009 Operations Advance 12/31/2009 Traer Creek LLC 87,694 15,161 102,855 2010 Avon Receivable 1/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 1/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 2/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 2/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 3/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 3/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 4/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 4/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 5/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 5/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 6/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 6/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 7/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 7/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 8/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 8/1/2010 Town of Avon STSF 92,181 - 92,181 2010 Avon Receivable 9/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 9/1/2010 Town of Avon STSF 56,403 - 56,403 2010 Avon Receivable 10/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 10/1/2010 Town of Avon STSF 56,403 - 56,403 2010 Avon Receivable 11/1/2010 Town of Avon MS 8,126 - 8,126 2010 Avon Receivable 11/1/2010 Town of Avon STSF 56,403 - 56,403 2010 Avon Receivable 12/1/2010 Town of Avon MS - - - 2010 Avon Receivable 12/1/2010 Town of Avon STSF 56,407 - 56,407 2010 Operations Advance 12/31/2010 Traer Creek LLC 122,743 10,188 132,931 2011 Avon Receivable 1/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 1/1/2011 Town of Avon STSF 56,403 - 56,403 E-4 1044033.5 Priority of Repayment Date Obligation Was Incurred Repayment Party Principal Amount Accrued Interest Total 2 2011 Avon Receivable 2/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 2/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 3/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 3/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 4/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 4/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 5/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 5/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 6/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 6/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 7/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 7/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 8/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 8/1/2011 Town of Avon STSF 42,721 - 42,721 2011 Avon Receivable 9/1/2011 Town of Avon MS 29,724 - 29,724 2011 Avon Receivable 9/1/2011 Town of Avon STSF 57,082 - 57,082 2011 Avon Receivable 10/1/2011 Town of Avon MS 29,724 - 29,724 2011 Avon Receivable 10/1/2011 Town of Avon STSF 57,084 - 57,084 2011 Operations Advance 12/31/2011 Traer Creek LLC 72,682 - 72,682 Grand Total $ 15,570,045 $ 7,022,299 $ 22,592,344 F-1 1044033.5 EXHIBIT F Definitions 1. 2013 Bond Reissue means bonds issued by TCMD on or prior to the Effective Date to refund TCMD’s Variable Rate Revenue Bonds, Series 2002, and its Variable Rate Revenue Bonds, Series 2004, in implementation of the Settlement Term Sheet, including but not limited to any refunding bonds issued by a District to repay or defease bonds as to which BNP is a credit enhancer, letter of credit provider or bondholder. 2. 2013 Reissue Documents means any indenture, custodial agreement, reimbursement agreement or other agreement entered into by a District in connection with the 2013 Bond Reissue that pledges all or any portion of District Revenues to payment of the 2013 Bond Reissue (and/or to the provider of any credit enhancement for the 2013 Bond Reissue). 3. 2013 Bond Repayment Period means the period commencing on the initial issuance date of the 2013 Bond Reissue and terminating on the earlier to occur of: (i) the date on which all obligations constituting the 2013 Bond Reissue and all District obligations to any purchaser of (and/or provider of credit enhancement for) the 2013 Bond Reissue have been paid in full; or (ii) the date on which the lien on District Revenues in favor of the 2013 Bond Reissue and all District obligations to any purchaser of (and/or provider of credit enhancement for) the 2013 Bond Reissue otherwise have been released. 4. Accept(ed)/Acceptance means the Town’s acceptance of Dedicated real property interests and Public Improvements located therein for purposes of ownership and maintenance, consisting of Preliminary Acceptance followed by Final Acceptance and accomplished in accordance with the procedures set forth in Section 7.32.100 of the Municipal Code (as in effect from time to time) as modified and or exempted by the Development Plan; subject, however, to the terms and conditions of Section 4.2(d) regarding asphalt overlays. 5. Accommodations/Lodging Fee means the Credit PIF imposed pursuant to the PIF Covenants on accommodations/lodging transactions occurring within the Project which, subject to application of the Tax Credit, are Taxable Transactions. The Accommodations/Lodging Fee shall be construed to be part of a Taxable Transaction, and shall be subject to the Town’s tax on accommodations/lodging transactions. 6. Additional Developer Advances means funds advanced after the Effective Date for Capital Project Costs by Master Developer, EMD, a Developer Affiliate or another Landowner to or on behalf of TCMD, VMD or another District (whether the corresponding Capital Projects are undertaken directly by such District or acquired by such District after construction by the party entitled to reimbursement for the costs thereof), which advances are subject to reimbursement by such District utilizing Credit PIF Revenues, together with simple interest at a rate equal to the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the particular Additional Developer Advance being made, for Baa investment grade bonds on the date of such advance plus 375 basis points, and which are secured by such District’s issuance of an instrument (note, bond, funding/reimbursement agreement or similar form of instrument) evidencing such District’s financial obligation to repay such advances; provided, however, that F-2 1044033.5 Master Developer’s contributions to the Asphalt Overlay Account pursuant to Section 6.6(a)(iv) shall be construed to be Additional Developer Advances only to the extent reimbursable from a District using Credit PIF Revenues. 7. Add-On PIF means that portion of the Public Improvement Fees with respect to which the Tax Credit does not apply or attach. As of the Effective Date, the Add-On PIF consists only of the Add-On RSF, although the PICs may, in accordance with the PIF Covenants, elect in the future to impose the Add-On PIF on other types of transactions and/or at a rate in excess of the Add-On RSF rate required by this Development Agreement. 8. Add-On PIF Revenues means the gross revenues actually collected from imposition of the Add-On PIF in accordance with the PIF Covenants, which may consist of Add-On RSF Revenues, Municipal Payments and other revenues derived from imposition of the Add-On PIF on transactions other than retail sales that are Taxable Transactions or at rates in excess of the Add-On RSF rate. 9. Add-On RSF means the imposition of the Add-On PIF only to retail sales transactions that are Taxable Transactions at the rate set forth in Section 6.4(b) and in accordance with the terms and conditions of the Financing Plan. 10. Add-On RSF Collection Agent means Special District Management Services, Inc., or any successor entity engaged from time to time, to administer the collection and distribution of the Add-On RSF Revenues on behalf of the PICs. 11. Add-On RSF Collection Services Agreement(s) means one or more agreements entered into from time to time by and among the PICs, the Town and the Add-On RSF Collection Agent providing for the administration, collection and distribution of the Add-On RSF Revenues. 12. Add-On RSF Revenues means the gross revenues actually collected from imposition of the Add-On RSF in accordance with Section 6.5, a portion of which shall be Municipal Payments to be remitted to the Town during the Term as set forth in Section 6.5 and the remainder of which (including any such revenues the PICs continue to collect after the Term) shall be utilized for other lawful purposes otherwise authorized by the PIF Covenants. 13. Allowed O&M Expenses means the amount of District Revenues to be remitted to and retained by TCMD in each calendar year during the Term for payment of: (i) TCMD’s annual contribution to the Asphalt Overlay Account; (ii) the Annual Debt Service Obligation; and (iii) the Annual Base O&M Amount. For each full calendar year during the Term, the Allowed O&M Expenses shall be: (A) for calendar years 2014 through 2018, $1,000,000 (One Million Dollars); (B) for calendar year 2019 and each subsequent calendar year including the calendar year in which the Town assumes sole responsibility for all costs of asphalt overlays in accordance with Section 6.6(b), $1,025,000 (One Million Twenty-Five Thousand Dollars); and (C) for each calendar year after the year in which the Town assumes sole responsibility for all costs of asphalt overlays in accordance with Section 6.6(b), $950,000 (Nine Hundred Fifty Thousand Dollars) per year. 14. Annual Base O&M Amount means $460,000 per year for each of calendar years 2013 through 2017, and $450,000 per calendar year for each calendar year thereafter. F-3 1044033.5 15. Annual Debt Service Obligation has the meaning and is subject to the terms, conditions, restrictions and requirements set forth in the Pledge Agreement. 16. Applicant means the Landowner of the real property comprising the Site for which a Development Application is submitted, or an individual or entity whom the Landowner has designated in writing as its authorized representative for the purpose of representing the Landowner and/or acting upon any Development Application or submittal for development of the pertinent Site (which may be a contract purchaser or owner of an option to purchase fee simple ownership of the Site or portion thereof with the fee owner’s written consent to any such application or submittal, or which may be an owners’ association for a condominium project or like common interest ownership project). Notwithstanding any additional or conflicting provision of the Municipal Code (whether as in effect on the Execution Date or as amended from time to time), the definition of “Applicant” shall not be construed to mean any person or entity owning, holding or possessing an easement interest, a leasehold interest, a license, a security interest or any other form of interest in the Site, whether possessory or otherwise, other than fee simple ownership of the Site as reflected in the official records of the Eagle County Tax Assessors office. 17. Approved SSDP(s) means, individually or collectively: (i) the Development Agreement; (ii) the PUD Guide; and; (iii) Development Applications (if any) that, after the Effective Date, Town Council approves (or otherwise approved by the Town including, for example, an administratively approved final plat, an administratively approved amendment to the PUD Guide or similar previously approved Site Specific Development Plan) and designates as a Site Specific Development Plan that establishes Vested Property Rights, together with amendments (if any) to such approved Development Applications. 18. Article refers to a numbered Article of the Development Agreement, unless otherwise stated. 19. Asphalt Overlay Agreement means that certain Asphalt Overlay Escrow Account Agreement entered into concurrently with the Effective Date by and among the Town, TCMD and First Bank, Avon Branch and which establishes the terms and conditions upon which funds shall be deposited into, held in escrow, and disbursed from the Asphalt Overlay Account as generally provided in Section 6.6. 20. Asphalt Overlay Account means a restricted escrow account established pursuant to the Asphalt Overlay Agreement into which Master Developer, the Town and TCMD and/or VMD shall deposit funds for asphalt overlays of public roads in the Project in accordance with the terms and conditions set forth in Sections 4.2(d), 5.1(a), 5.2(c), 5.3(a), 6.5(a)(ii) and 6.6. 21. AURA means the Avon Urban Renewal Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. 22. Authority means the Upper Eagle Regional Water Authority, a quasi-municipal corporation and political subdivision of the State of Colorado, together with any successor water service provider (whether pursuant to dissolution of the Authority or otherwise). F-4 1044033.5 23. Avon Receivable means TCMD’s past due payment obligation to the Town in the principal amount of $3,522,309.08 (THREE MILLION, FIVE HUNDRED TWENTY TWO THOUSAND, THREE HUNDRED NINE DOLLARS AND EIGHT CENTS), together with interest thereon as provided in Section 6.9(b)(v)(B)3.II (such principal amount inclusive of $98,798.46 of expenses incurred by the Town in connection with design work for the East Beaver Creek Boulevard Phase 3 obligation as defined in the Original Agreement, which East Beaver Creek Boulevard Phase 3 obligation is extinguished by this Development Agreement). 24. BNP means BNP Paribas, an international bank, together with its successors and assigns. 25. Bond Requirements means the following costs incurred in connection with the issuance of any District Debts other than principal payments (including mandatory sinking fund payments): (a) interest payments on the outstanding principal of District Debts; (b) payments to replenish bond reserve accounts, provided that a bond reserve for any District Debts shall not exceed maximum annual debt service on such District Debts; (c) periodic fees related to credit enhancements (including, without limitation, the Deferred Fees, if any); (d) prepayment premiums; (e) arbitrage rebate payments; (f) fees and expenses of any bond trustee, bond registrar, paying agent, authenticating agent, rebate analyst or consultant, calculation agent, remarketing agent; (g) payments to any rating agency for maintaining a rating on the District Debt; (h) payments due to any provider of an interest rate swap or interest rate cap; and (i) any other amount approved by the Town. Notwithstanding the foregoing, Bond Requirements on the Tank Project Financing shall be limited as provided in the Pledge Agreement. Bond Requirements does not include any such costs which are capitalized and paid with the Net Proceeds of District Debts. 26. Cap Amounts has the meaning set forth in Section 6.2(b). 27. Capital Projects means: (i) Public Improvements required by the Town as a condition of approving a Development Application (for example, public streets; wet utilities such as water, sewer, storm drainage; related grading and landscaping, etc.), and specifically including the Prioritized Capital Projects; (ii) the Tank Project and (iii) even if not specifically required as a condition of approving a Development Application, Public Improvements that serve or benefit the Project and which are eligible to be financed by the Districts and/or AURA under applicable laws. 28. Capital Project Costs means all costs and expenses incurred in connection with the design and construction of Capital Projects, including but not limited to design, engineering, surveying, soils testing, geologic hazard analysis, traffic studies, legal and other professional consultant fees, and application and permit fees related thereto, but not including, if any, Bond Requirements or any costs described in the first sentence of the definition of Bond Requirements which are capitalized and incurred in connection with issuance of District Debts with respect to such Capital Projects. 29. Commercial PIC means The Village (at Avon) Commercial Public Improvement Company, a Colorado non-profit corporation. F-5 1044033.5 30. Credit PIF means, collectively, the Real Estate Transfer Fee, the Accommodations/Lodging Fee and the Retail Sales Fee with respect to each of which the Tax Credit applies and attaches in accordance with Section 6.1, as implemented by Sections 3.08.035 (with respect to sales tax), 3.12.065 (with respect to real estate transfer tax) and 3.28.075 (with respect to public accommodations tax) of the Municipal Code (as in effect on the Execution Date), and a building materials use fee if adopted in accordance with Section 6.4(a)(iv). 31. Credit PIF Cap has the meaning set forth in Section 6.2(b). 32. Credit PIF Collection Agent means Special District Management Services, Inc., or any successor entity engaged from time to time, to administer the collection and distribution of the Credit PIF Revenues on behalf of the PICs. 33. Credit PIF Collection Services Agreement(s) means one or more agreements entered into from time to time by and among the Credit PIF Collection Agent, the PICs and/or the applicable District(s) providing for the administration, collection and distribution of the Credit PIF Revenues. 34. Credit PIF Revenues means the gross revenues actually collected (but net of the costs incurred in collecting such revenues) from imposition of the Credit PIF. 35. Debt Service Coverage Ratio has the meaning assigned to it in the applicable 2013 Reissue Documents. 36. Dedicate(d)/Dedication means the conveyance, whether by plat or by special warranty deed in the form attached as Exhibit B, to the Town or other appropriate governmental or quasi- governmental entity of real property for a specified purpose, together with Public Improvements installed thereupon, if any, free and clear of all monetary liens and those non-monetary encumbrances that are not materially inconsistent with the purpose(s) for which Town or other governmental or quasi-governmental entity is acquiring the real property and related Public Improvements. 37. Deferred Amortization has the meaning assigned to it in the applicable 2013 Reissue Documents. 38. Deferred Fees has the meaning assigned to it in the applicable 2013 Reissue Documents. 39. Deferred Reimbursement has the meaning set forth in Section 5.5(b)(iii). 40. Design Covenant means the Declaration of Master Design Review Covenants For The Village (at Avon) dated May 8, 2002 and Recorded on May 8, 2002 at Reception No. 795011, as amended by the First Amendment to Declaration of Master Design Review Covenants For The Village (at Avon) dated June 4, 2008 and Recorded on June 10, 2008 at Reception No. 200812112 and by the Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants For The Village (at Avon) dated September 16, 2010 and Recorded on September 16, 2010 at Reception No. 201018341, and as may be further amended from time to time. F-6 1044033.5 41. Design Review Board means The Village (at Avon) Design Review Board as appointed or elected in accordance with the Design Covenant. 42. Design Review Guidelines means the sole and exclusive architectural design, landscape design, urban design and Site design and use standards applicable within the Property as set forth in The Village (at Avon) Design Review Guidelines with an effective date of March 15, 2011, together with any amendment(s) the Design Review Board may approve after providing notice thereof in accordance with Section 3.1, as prepared, approved and promulgated by the Design Review Board from time to time. 43. Developer(s) means, with respect to any Site, the individual or entity which is causing the development of infrastructure and/or or vertical improvements within such Site to be performed. 44. Developer Affiliate(s) means, individually or collectively as the context dictates, TC-RP, TC Plaza, TC-HD and TC-WMT, together with any other entity with respect to which TCLLC or EMD is the managing member and which acquires title to any portion of the Property after the Execution Date. 45. Development Agreement has the meaning set forth in the initial paragraph of the Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) to which this Exhibit F is attached and incorporated into. 46. Development Application means any form of application or submittal to the Town for review and approval of any form of development within the Property, including but not limited to an application or submittal regarding an amendment to the PUD Guide, an amendment to the PUD Master Plan, a preliminary subdivision plan, a final subdivision plat, a grading permit, a building permit or similar matters. 47. Development Plan means, collectively: (a) the Development Agreement; and (b) the PUD Guide. 48. District(s) means, individually or collectively as the context dictates, TCMD, VMD and any additional metropolitan district(s) that may be formed subsequent to the Execution Date for the purpose of providing services and/or Public Improvements and or other forms of improvements benefiting all or any portion of the Property. 49. District Debts means, collectively, the following financial obligations of the Districts (and any refunding thereof accomplished in accordance with the Development Agreement), the full payment of which shall result in expiration of the Term (unless the Town elects to continue the Tax Credit pursuant to Section 6.1(d)): (i) the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b); and (ii) the Deferred Amortization. 50. District Director(s) means, individually or collectively, the individuals who from time to time hold a seat on the board of directors of a District. F-7 1044033.5 51. District Revenues means, collectively, the Credit PIF Revenues, the Project Ad Valorem Taxes (and related specific ownership taxes), proceeds of Supplemental Bonds (other than Additional Developer Advances), proceeds from Additional Developer Advances and any other lawful revenues of the Districts, including but not limited to revenues from service charges, development fees, impact fees, tap fees (net of amounts required to be remitted to Eagle-Vail Metropolitan District) or similar sources of revenue to the Districts, if any. 52. Effective Date means the date on which the Development Agreement is Recorded. 53. EMD means EMD Limited Liability Company, a Colorado limited liability company. 54. Execution Date has the meaning set forth in the initial paragraph of the Development Agreement. 55. Exhibit means the following exhibits to the Development Agreement, all of which are incorporated by reference into and made a part of the Development Agreement: Exhibit A - Legal Description of Property Exhibit B - Form of Special Warranty Deed for Conveyances to the Town Exhibit C - Form of Covenant and Temporary Easement Agreement Exhibit D - Prioritized Capital Projects Exhibit E - Schedule of Past Developer Advances and Avon Receivable Exhibit F - Definitions 56. Final Acceptance means the Town’s undertaking of full responsibility for all operations maintenance, repair, and capital replacement obligations (including but not limited to maintenance and snow removal of roadways, water and sewer lines, storm drainage improvements, maintenance of streetscape improvements within the Dedicated rights-of-way, management of noxious weeds and similar matters in accordance with Town’s generally applicable procedures and standards) with respect to Dedicated Public Improvements upon expiration of the warranty period and resolution of any warranty matters arising during the period of Preliminary Acceptance; subject, however, to the terms and conditions of Section 4.2(d) regarding asphalt overlays. 57. Financing Plan means the arrangements, obligations and rights set forth in Article 6 with respect to the financing and/or refinancing of Capital Projects and other Public Improvements in the manner and for the purposes described in the Development Agreement. 58. Forest Service Village Parcel means that parcel of land located between Planning Areas I and J which, as of the Execution Date, is owned by the Town. 59. Intended Beneficiary(ies) means, as more particularly described in and subject to the terms and limitations of Section 1.8(b), BNP, Developer Affiliates and Landowners other than F-8 1044033.5 those who are Parties. No other party or entity shall be construed to be an intended beneficiary or to have any legal right to enforce or rely on any provision, obligation, term or condition of the Development Agreement. 60. Landowner(s) means the fee owner of any real property comprising the Property or any portion thereof. 61. Lender(s) means those entities having a security interest in any portion of the Property as of the Execution Date, which entities have executed a form of consent and subordination to this Development Agreement that is to be recorded concurrently with this Development Agreement. 62. Limited Party(ies) means, individually or collectively as the context dictates and as more particularly described in and subject to the terms and limitations of Section 1.8(a), AURA, EMD, the Commercial PIC and the Mixed-Use PIC . 63. Litigation has the meaning set forth in Recital H. 64. Lot 1 means Lot 1, Amended Final Plat, The Village (at Avon) Filing 1, according to the plat thereof Recorded at Reception No. 898173, and amended by The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date). 65. Master Developer means EMD (with respect to Planning Area I only) and TCLLC (in all other respects), which entities (or any successor entities), as more specifically described in Section 1.7, are designated and authorized to act on behalf of all Developer Affiliates. 66. Mixed-Use PIC means The Village (at Avon) Mixed-Use Public Improvement Company, a Colorado non-profit corporation. 67. Municipal Code means the Town’s municipal code as in effect from time to time unless otherwise stated in the Development Agreement. 68. Municipal Payment(s) means, as more particularly described in Sections 6.4(b) and 6.5 and in implementation of the Settlement Term Sheet, that portion of the Add-On RSF Revenues (net of the costs of collection as set forth in the Add-On RSF Collection Services Agreement) derived from application of the Add-On RSF to retail sales transactions only (and not to any other Taxable Transactions) which the Town requires to provide a reliable revenue source with growth potential to compensate the Town, and which the Town is entitled to receive, for: (i) providing Municipal Services (whether prior to or after the Effective Date); (ii) releasing TCMD (and all other parties to the Litigation) from the sales tax indemnity obligations (as such obligations were set forth in the Original Agreement); and (iii) assuming TCMD’s maintenance obligations pursuant to Section 4.2(c). 69. Municipal Services has the meaning set forth in Section 4.1. 70. Net Proceeds has the following meanings: (i) for the Tank Project Financing, (a) pursuant to Section 6.2(b)(ii), $7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), and (b) with respect to Deferred Reimbursement amounts payable as F-9 1044033.5 Additional Developer Advances pursuant to Section 5.5(b)(iv)(A), the amount capitalized and counted as principal against the Credit PIF Cap pursuant to clause (B) of Section 6.2(b)(iv); (ii) for Past Developer Advances and any Additional Developer Advances (other than Deferred Reimbursement amounts pursuant to Section 5.5(b)(iv)(A)), the full amount of the advances made to TCMD, VMD or another District for Capital Project Costs; and (iii) for Supplemental Bonds issued in the form of obligations other than Additional Developer Advances, the Total Repayment Cost Comparison amount calculated as follows: (A) if the Total Repayment Cost Comparison amount is a positive number, the Net Proceeds of such Supplemental Bonds shall be defined as the amount that is equal to the amount of the proceeds available from such Supplemental Bonds for payment of Capital Project Costs; and (B) if the Total Repayment Cost Comparison amount is a negative number, the Net Proceeds of such Supplemental Bonds shall defined as the amount that is equal to the sum of the amount of bond proceeds available from such Supplemental Bonds for payment of Capital Project Costs plus the Total Repayment Costs Comparison amount expressed as a positive number. 71. Non-Cap Amounts has the meaning set forth in Section 6.2(c). 72. Non-Credit PIF Revenue Reimbursement means the amount of any Deferred Reimbursement and interest thereon that, as generally provided in Sections 5.5(b)(iv)(B) and 6.9(c), is not payable from Credit PIF Revenues and does not count against the Credit PIF Cap. 73. Original Agreement means that certain Annexation and Development Agreement executed by and between the Town and the Original Owners as of October 13, 1998 and Recorded on November 25, 1998 at Reception No. 67774, as amended by: (i) pursuant to Ordinance 01-16, the First Amendment to Annexation and Development Agreement dated as of November 13, 2001, and Recorded on December 10, 2001 at Reception No. 779049; (ii) pursuant to Ordinance 03-08, the Second Amendment to Annexation and Development Agreement dated as of May 27, 2003, and Recorded on July 30, 2003 at Reception No. 842248; and (iii) pursuant to Ordinance 04-17, the Third Amendment to Annexation and Development Agreement dated as of October 26, 2004, and Recorded on December 22, 2004 at Reception No. 901429. 74. Original Effective Date means October 13, 1998. 75. Original Owners means EMD, PVRT NOTT I LLC, a Colorado limited liability company, PVRT NOTT II LLC, a Colorado limited liability company, and PVRT NOTT III LLC, a Colorado limited liability company, which entities owned the Property as of the execution date of and were defined as “Owners” in the Original Agreement (TCLLC being the successor entity to the PVRT entities as described in the Third Amendment of the Original Agreement). 76. Original PUD Guide means The Village (at Avon) PUD Guide dated October 13, 1998 and recorded in the real property records of Eagle County, Colorado, on November 25, 1998 at Reception No. 677744, as amended by: (i) PUD Development Plan Administrative Amendment No. 1 (amending the PUD Master Plan only), dated May 21, 2001, and recorded in the real property records of Eagle County, Colorado, on July 31, 2001 at Reception No. 763439; (ii) PUD Guide Administrative Amendment No. 2, dated February 13, 2002, and recorded in the F-10 1044033.5 real property records of Eagle County, Colorado, on February 29, 2002 at Reception No. 786254; (iii) PUD Guide Administrative Amendment No. 3, dated May 15, 2002, and recorded in the real property records of Eagle County, Colorado, on May 15, 2001 at Reception No. 795806; (iv) PUD Guide Administrative Amendment No. 4, dated May 15, 2002, and recorded in the real property records of Eagle County, Colorado, on May 15, 2002 at Reception No. 795805; and (v) Formal Amendment Number One to The Village (at Avon) PUD Guide, dated January 25, 2007, and recorded in the real property records of Eagle County, Colorado, on March 2, 2007 at Reception No. 200705491. 77. Party(ies) means, individually or collectively as the context dictates, the Town, TCMD, VMD and Master Developer. 78. Past Developer Advance(s) means, collectively and as more specifically set forth in Exhibit E, the following TCMD obligations incurred prior to the Effective Date: (i) the principal payable to certain of the Developer Affiliates, together with interest thereon at the rate set forth in the documents creating such obligations; and (ii) the principal balance payable to the Buffalo Ridge Affordable Housing Corporation, together with interest thereon at the rate set forth in the documents creating such obligation 79. Permitted Uses has the meaning set forth in Section 6.2(a). 80. PIC(s) means, individually or collectively as the context dictates, the Commercial PIC and/or the Mixed-Use PIC and/or any other public improvement company established for the Property from time to time. 81. PIF Covenants means, collectively and as amended from time to time (specifically including those amendments to be Recorded contemporaneously with the Effective Date), the Declaration of Covenants for The Village (at Avon) Commercial Areas Recorded May 8, 2002 at Reception No. 795012 and the Declaration of Covenants for The Village (at Avon) Mixed Use Areas Recorded May 8, 2002 at Reception No. 795013. 82. Planning Area(s) means the portion(s) of the Property described in the PUD Guide and depicted in the PUD Master Plan as “Planning Areas” or identified therein as “PA -[x].” 83. Pledge Agreement means that certain Tank Project Financing Pledge Agreement made and entered into by and among TCMD, VMD and TC-RP, and having an effective date concurrent with the Effective Date. 84. Preliminary Acceptance means the Town’s Acceptance of ownership of Dedicated Public Improvements (including real property interests and/or improvements constructed thereupon) and undertaking of full responsibility for all operations maintenance, repair and capital replacement obligations (including but not limited to maintenance and snow removal of roadways, water and sewer lines, storm drainage improvements, maintenance of streetscape improvements within the Dedicated rights-of-way, management of noxious weeds and similar matters in accordance with Town’s generally applicable procedures and standards) with respect to Dedicated Public Improvements, subject to the warranty period (as set forth in the Municipal Code as in effect from time to time) and the applicable Developer’s or District’s resolution of F-11 1044033.5 any warranty matters arising during such period of Preliminary Acceptance; subject, however, to the terms and conditions of Section 4.2(d) regarding asphalt overlays. 85. Prioritized Capital Projects has the meaning set forth in Section 3.10. 86. Project means the mixed-use project proposed to be developed on the Property with the uses, densities and development standards more particularly described in the Development Plan. 87. Project Ad Valorem Taxes means the tax revenues resulting from imposition of the respective mill levies of TCMD and VMD, net of the costs of collection retained by the Eagle County treasurer. 88. Property has the meaning set forth in Recital B. 89. Public Improvement(s) has the meaning ascribed to such term in the PUD Guide, and includes but is not limited to all such improvements specifically or generally described in the Service Plans. 90. Public Improvement Agreement(s) means a public improvement agreement (as such term generally is used in Section 7.32.100 of the Municipal Code (as in effect from time to time), subject to the terms and conditions of the Development Plan modifying and/or exempting application of said Section 7.32.100) that is executed, either prior or subsequent to the Effective Date, in connection with the proposed development of a portion of the Property. 91. Public Improvement Fee(s) means the Credit PIF, the Add-On RSF and any future Add-On PIF other than the Add-On RSF, which are privately imposed fees (and not taxes) imposed on Taxable Transactions (and such other transactions as may be set forth in the PIF Covenants from time to time) in accordance with the terms and conditions of the PIF Covenants and the Development Agreement. 92. PUD Master Plan means The Village (at Avon) P.U.D. Development Plan/Sketch Plan dated November 7, 2012, attached as Exhibit B of the PUD Guide, as amended from time to time, which constitutes the approved sketch plan and master plan for development within the Property. 93. PUD Guide means the Amended and Restated PUD Guide for the Property (and all exhibits thereto, including but not limited to the PUD Master Plan) dated November 7, 2012, as amended from time to time. 94. Real Estate Transfer Fee means the Credit PIF imposed pursuant to the PIF Covenants on real estate transfer transactions occurring within the Project which, subject to application of the Tax Credit, are Taxable Transactions. The Real Estate Transfer Fee shall not be construed to be part of a Taxable Transaction, and shall not be subject to the Town’s tax on real estate transfer transactions. 95. Recital(s) means, individually or collectively as the context dictates, the information set forth in the provisions of the “Recitals” section of the Development Agreement. F-12 1044033.5 96. Record(ed/ing) means to file, having been filed or appearing in the real property records of the Eagle County Clerk and Recorder’s office. 97. Replacement Bonds means bonds that one or more of the Districts may issue after the Effective Date for the purpose of extinguishing, replacing, refunding or defeasing all or portions of the Past Developer Advances which: (i) bear a lower effective interest rate than the effective interest rate of the Past Developer Advances, (ii) are not secured by (and cannot be paid from) Credit PIF Revenues; and (iii) unless otherwise agreed to by the Town in writing, do not exceed a par value of $12.4 million in principal; and (iv) do not result in an increase of, or count against, the Credit PIF Cap. 98. Retail Sales Fee means the Credit PIF imposed pursuant to the PIF Covenants on retail sales transactions occurring within the Project which, subject to application of the Tax Credit, are Taxable Transactions and, pursuant to Section 6.4(a)(iv), shall be imposed on the use of building materials within the Project to the extent the Town in the future enacts a municipal use tax on building materials. 99. Revocable License Agreement means that certain Revocable License Agreement for Snow Storage executed concurrently with the Effective Date by and among EMD-CM LLC, a Colorado limited liability company, TC-RP (such entities being assignees of Master Developer’s rights pursuant to Section 3.7(b)) and the Town, with respect to the rights and obligations of the parties thereto regarding the use of Planning Area B (i.e., Lot 2, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date)) for snow storage. 100. Sanitation District means the Eagle River Water & Sanitation District. 101. School Sites Dedication has the meaning set forth in Section 3.7(a). 102. Section refers to a numbered section of the Development Agreement, unless otherwise stated. 103. Service Plan(s) means, individually or collectively as the context dictates and as have been or may be amended from time to time, the Service Plan(s) for TCMD and VMD, each dated August 25, 1998, and approved by the Town Council in accordance with Part 2, Article 1, Title 32, C.R.S., together with any other service plan(s) that Town Council may approve for such additional District(s) as may be organized for the Project in the future. 104. Settlement Term Sheet has the meaning set forth in Recital H. 105. Site has the meaning ascribed to such term in the PUD Guide. 106. Site Specific Development Plan means a “site specific development plan” as defined in the Vested Property Rights Statute, but for avoidance of doubt shall not be construed to include a preliminary plat, a grading permit, a building permit, or the continuation of a temporary use beyond the term contemplated therefor in the approval. F-13 1044033.5 107. Supplemental Bonds means additional financial obligations of one of more of the Districts in a cumulative amount up to the portion of the otherwise unfunded portion of the Credit PIF Cap (including bonds issued by one or more Districts and/or Additional Developer Advances) issued at any time during the period commencing on the Effective Date and continuing through and including January 1, 2040 (expressly including, however, and notwithstanding that such obligations may be incurred after January 1, 2040, Deferred Reimbursement obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A) and which arise pursuant to clause (2) of Section 5.5(b)(iv)): (i) which are payable in whole or in part from Credit PIF Revenues; and (ii) some or all of the proceeds of which are utilized to finance Capital Projects and/or to refund and defease Replacement Bonds. 108. Tank Agreement means, as amended from time to time, that certain Amended and Restated Traer Creek Water Storage Tank Agreement and Second Amendment to Water Storage Tank Agreement (such instrument amending and restating that certain Traer Creek Water Storage Tank Agreement and Second Amended Water Service Agreement having an “Effective Date” (as defined therein) of December 26, 2012) entered into by and among the Authority, the Town, TCMD, Master Developer, TC-RP and certain “Limited Parties” (as defined therein). 109. Tank Project has the meaning set forth in the Tank Agreement. 110. Tank Project Financing has the meaning set forth in Section 5.5(b). 111. Tax Credit means the Town’s obligation to provide tax credits as described in Section 4.2(a) and in Article 6, which obligation is implemented by and codified in the Municipal Code (as in effect on the Execution Date) at Sections 3.08.035 (with respect to retail sales), 3.12.065 (with respect to real estate transfers) and 3.28.075 (with respect to public accommodations). 112. Taxable Transaction(s) means a retail sales transaction, a real estate transfer transaction, or an accommodations/lodging transaction occurring within the Property which, subject to application of the Tax Credit as set forth in the Development Agreement, is subject to the Town’s sales tax, the Town’s real estate transfer tax or the Town’s accommodations/lodging tax. If the Town imposes any use tax on building materials during the Term that is not in effect as of the Execution Date such use tax shall be automatically and without the need of any formal action incorporated into the foregoing definition. 113. TC-HD means Traer Creek-HD LLC, a Colorado limited liability company. 114. TCLLC means Traer Creek LLC, a Colorado limited liability company. 115. TCMD means Traer Creek Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado. 116. TC Plaza means Traer Creek Plaza LLC, a Colorado limited liability company. 117. TC-RP means Traer Creek-RP LLC, a Colorado limited liability company. 118. TC-WMT means Traer Creek-WMT LLC, a Colorado limited liability company. F-14 1044033.5 119. Term means the period commencing on the Effective Date and continuing through and including the date upon which payment in full of all issued and outstanding District Debts occurs (or the Town has exercised its option to fully fund the Credit PIF Cap pursuant to Section 6.14(a)); provided, however, the Term shall not be deemed to have expired prior to January 2, 2040, unless, prior to January 2, 2040: (i) (A) one or more Districts have issued Supplemental Bonds up to the full amount of the Credit PIF Cap; and (B) all such Supplemental Bonds and all other District Debts have been fully paid; or (ii) the Town has exercised its option to fully fund the Credit PIF Cap pursuant to Section 6.14(a). 120. TIF Revenues means the net revenues actually received by AURA from the property tax increment resulting from creation of one or more urban renewal area(s) including all or any part of Lot 1. For purposes hereof, the term “net revenues” means the revenues remaining available for use by AURA after remitting: (i) to the Districts, 100% of the tax increment revenues resulting from the Project Ad Valorem Taxes; and (ii) to any other taxing authorities having territory within the Property, such portions of the tax increment revenues resulting from the mill levies of the other taxing authorities as AURA may be required to remit pursuant to the terms of separate agreements with such taxing authorities, if any. 121. Total Repayment Cost Comparison means the Total Repayment Costs of Additional Developer Advances minus the Total Repayment Cost of Supplemental Bonds issued in the form of obligations other than Additional Developer Advances. 122. Total Repayment Cost of Additional Developer Advance means (i) the amount available to pay Capital Project Costs from the proceeds of the Supplemental Bonds for which the Total Repayment Cost Comparison is being calculated plus (ii) the total amount of interest which would accrue from the date of issuance of such Supplemental Bonds to the respective maturity dates of such Supplemental Bonds calculated by multiplying the Principal Amount Maturing by the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the Supplemental Bonds being issued, for Baa investment grade bonds on the date of issuance of such Supplemental Bonds plus 375 basis points. For purposes of this calculation, Principal Amount Maturing means the principal amount maturing on each maturity date for such Supplemental Bonds multiplied by the percentage obtained by dividing the amount available to pay Capital Project Costs from such Supplemental Bonds by the total principal amount of such Supplemental Bonds. For purposes of this calculation, a maturity date is the date on which principal is scheduled to be paid including a mandatory sinking fund date. 123. Total Repayment Cost of Supplemental Bonds means, with respect to Supplemental Bonds issued in the form of obligations other than Additional Developer Advances, the sum of: (i) the total principal amount of such Supplemental Bonds less the amount of the principal, if any, representing capitalized interest as identified in the indenture of trust or other financing document governing the payment of such Supplemental Bonds, plus (ii) the total amount of interest to accrue on the Supplemental Bonds from their date to their respective maturities calculated by multiplying the principal amount maturing on each maturity date by the applicable TRC Interest Rate, plus (iii) the sum of any other known Bond Requirements that will be required to administer the Supplemental Bonds. F-15 1044033.5 124. Town means the Town of Avon, a home rule municipal corporation of the State of Colorado. 125. Town Council means the Town Council of the Town. 126. TRC Interest Rate means, with respect to Supplemental Bonds issued in the form of obligations other than Additional Developer Advances: (i) if the interest rate is fixed during the term of such Supplemental Bonds, the stated rate; and (ii) if the interest rate is variable (subject to the Town’s consent as set forth in Section 6.10), the 30-year average, as of the issuance/closing date, of the interest rate index used to determine the variable rate on such Supplemental Bonds as stated in the documents governing the issuance of such Supplemental Bonds plus any adjustment or spread to such index. 127. Vested Property Rights Statute means C.R.S. §§ 24-68-101 et seq. as in effect on the Original Effective Date. 128. Vested Property Rights has the meaning set forth in Section 2.4. 129. Vesting Term has the meaning set forth in Section 1.4(a). 130. VMD means The Village Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado. 131. Water Bank has the meaning set forth in Section 3.4(a). 132. Water Rights has the meaning set forth in Section 3.4. 1001679.22 FINAL1044033.12 CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON) THIS CONSOLIDATED, AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT FOR THE VILLAGE (AT AVON) (as amended from time to time, this “Development Agreement”) is made and entered into as of __________________,June 7,2013 (“Execution Date”) by and among the Parties and the Limited Parties, and with the consent of the Developer Affiliates, BNP and Lenders. RECITALS This Development Agreement is made with reference to the following facts: A.Initially capitalized words and phrases used in this Development Agreement have the meanings set forth in Exhibit F, which definitions are incorporated herein. B.Pursuant to the Original Agreement, the Town and the Original Owners set forth the terms and conditions upon which the land legally described in Exhibit A of the Original Agreement would be annexed into and developed under the jurisdiction of the Town, such legal description having been updated to reflect the Recording of various subdivision plats subsequent to the Original Effective Date and attached as Exhibit A hereto and incorporated herein (the “Property”). C.Town Council approved the Service Plans on August 25, 1998, and on February 3, 1999, TCMD and VMD were legally formed for the general purposes contemplated by the Original Agreement and more specifically described in the Service Plans. D.Subsequent to the Original Effective Date: (i) the other entities comprising the Original Owner were merged into EMD, which became the sole Original Owner; and (ii) pursuant to Section 1.4 of the Original Agreement, EMD specifically granted to TCLLC, in writing, the right to amend the Original Agreement as to all of the Property except Planning Area M as designated in the Original PUD Guide and the Original Agreement (now re-designated Planning Area I pursuant to the PUD Guide), with respect to which EMD retained the right to amend the Original Agreement. E.As of the Execution Date, the current fee owners of the real property comprising the Property are, as their respective interests appear of Record: TC-RP; EMD; TC Plaza; TC-WMT; TC-HD; Alkali Company, a Colorado limited partnership; TCMD; the District Directors; the Town; Buffalo Ridge Affordable Housing Corporation, a Colorado corporation; Buffalo Ridge II LLLP, a Colorado limited liability limited partnership; Eagle River Fire Protection District, a quasi-municipal corporation; Eagle County Health Service District, a quasi-municipal corporation; and Department of Transportation, State of Colorado. F.Other than EMD, each of the Developer Affiliates and other Landowners referred to in Recital E acquired title to the portion of the Property it owns subject to the terms and conditions of the Original Agreement, including, without limitation, Section 1.4 of the Original 2 1001679.22 FINAL 1044033.12 Agreement. None of the conveyances referred to in Recital E were accompanied by a specific written grant of the power to amend the Original Agreement as provided in Section 1.4 of the Original Agreement. Accordingly, with the exception of the Town and EMD (by virtue of being parties to the Original Agreement), TCMD (by virtue of becoming a party to the Original Agreement pursuant to the First Amendment thereto) and TCLLC (by virtue of the assignment described in Recital D), no Landowner or other person or entity has been granted any power to consent or object to any amendment of the Original Agreement (except for the rights of BNP, derived in its capacity as the issuer of an irrevocable direct pay letter of credit securing the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2002 and the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2004, to consent to TCMD’s execution of any such amendment). As provided in Section 1.4 of the Original Agreement, no person or entity other than the Town, EMD, TCMD and TCLLC is required or has a right to execute or acknowledge this Development Agreement as a condition of this Development Agreement being legally effective and binding on all parties to the Original Agreement and all Landowners. G.For ease of administration and in recognition of the fact the ownership of the Property has and will continue to become diverse as the Project develops, the Developer Affiliates have designated Master Developer to act on their behalf for all purposes in connection with this Development Agreement, including but not limited to negotiation and execution of this Development Agreement and any future amendments hereto. H.Master Developer, certain of the Developer Affiliates, TCMD, the Town and other parties asserted various legal claims in the consolidated cases 2008 CV 385 and 2010 CV 316 (collectively, consolidated as Case No. 2008 CV 385, the “Litigation”) and the parties to the Litigation desired to avoid the cost of trial, the cost of a protracted appellate process, the uncertainty and potential costs of remand of portions of the Litigation to the trial court, and the uncertainty of the final outcome of Litigation. Therefore, the parties to the Litigation entered into that certain Settlement Term Sheet made and entered into the 7th day of October, 2011, by and between the Town, BNP, TCMD, TCLLC, TC-RP, TC Plaza, EMD, TC-HD LLC and TC-WMT (the “Settlement Term Sheet”). I.In accordance with the terms and conditions of the Settlement Term Sheet, the Parties have entered into this Development Agreement to implement pertinent terms of the Settlement Term Sheet, to effect a full and final settlement of all disputes pertaining to the Original Agreement which were the subject of the Litigation, and to resolve other potential disputes related to development entitlements, interpretation of Original Agreement, equitable allocation of responsibilities and rights, and other matters which are addressed in this Development Agreement and related documents. The Town’s final non-appealable approval of this Development Agreement establishes and implements specific terms and conditions of the Settlement Term Sheet and shall be binding on the Parties hereto and also shall be binding on all parties to the Settlement Term Sheet. J.Various circumstances and changed conditions require mutual execution and approval of this Development Agreement in order to: (i) clarify and implement the intent of the parties to the Original Agreement to promote development of the Property; (ii) amend and restate 3 1001679.22 FINAL 1044033.12 the Original Agreement in order to implement the Settlement Term Sheet; and (iii) facilitate dismissal of the Litigation with prejudice and minimize the potential for future legal disputes. K.During the period between the Original Effective Date and the Execution Date and in reliance on the revenue sharing and infrastructure financing arrangements established by the Original Agreement, the Districts, the PICs, Master Developer and/or the Developer Affiliates have made large investments in Public Improvements located both within the Property and outside of the Property. The foregoing has resulted in: (1)Full satisfaction of the following obligations of TCMD under the terms and conditions of the Original Agreement, with the provisions establishing such obligations accordingly deleted from this Development Agreement: (a)Construction of the Interstate 70 Interchange and the Highway 6 Connector Road as defined in § 4.2 of the Original Agreement; (b)Payment of the Chapel Place Exaction as defined in § 4.3(a)(ii) of the Original Agreement, in the amount of $100,000; (c)Construction of the Phase 1 Improvements and the Phase 2 Improvements as defined in § 4.3(b)(i) and (ii) of the Original Agreement; (d)Construction of the Swift Gulch Road Improvements as defined in § 4.3(c) of the Original Agreement; (e)Payment of the Highway 6 Trail Exaction as defined in § 4.3(g) of the Original Agreement; and (f)Those obligations set forth in § 4.3(j) of the Original Agreement. (2)Partial satisfaction of the following obligation of TCMD under the terms and conditions of the Original Agreement, with performance of the remaining obligations waived pursuant to the Settlement Term Sheet and the provisions establishing such obligation accordingly deleted from this Development Agreement: (a)Payment of nine (9) installments, in the amount of $200,000 each, of the ten (10) such installments comprising the East Avon Exaction as defined in § 4.3(a)(i) of the Original Agreement, the obligation to make the final installment being extinguished by this Development Agreement as contemplated in the Settlement Term Sheet. (3)Full satisfaction of the following obligations of Original Owners under the terms and conditions of the Original Agreement, with the provisions establishing such obligations accordingly deleted from this Development Agreement: (a)The two property conveyances comprising the Public Works Dedication as defined in § 4.3(d) of the Original Agreement; 4 1001679.22 FINAL 1044033.12 (b)Reimbursement to the Town of those costs required to be reimbursed pursuant to § 4.3(e) of the Original Agreement. L.The Town has adopted Ordinance No. 12-10, which approved this Development Agreement, approved the PUD Guide and PUD Master Plan, repealed Ordinance No. 06-17, and took other actions stated in Ordinance No. 12-10 to implement in part the Settlement Term Sheet. M.Continued development of the Project will require substantial additional investments in Public Improvements, and completion of these additional Public Improvements will require substantial additional investments by the Districts, the PICs, Master Developer, the Developer Affiliates and/or other Landowners. All such completed and to be constructed Public Improvements will serve the needs of the Project and the Town. S uch prior and future investments can be supported only if there are assurances that development of the Project will be permitted to proceed to ultimate completion as contemplated in this Development Agreement and the PUD Guide. N.The Vested Property Rights Statute and the Municipal Code (as in effect on the Execution Date) authorize the Town to enter into development agreements which provide for the vesting of property development rights with a term of greater than three (3) years. O.Town Council has determined that granting Vested Property R ights for the duration of the Vesting Term will promote reasonable certainty, stability and fairness in the land use planning process, stimulate economic growth, secure the reasonable investment-backed expectations of Landowners and foster cooperation between the public and private sectors in the area of land use planning and development. P.Town Council specifically finds that this Development Agreement provides public benefits including but not limited to the following specific public benefits: (i) development of the Property in accordance with the applicable development standards in the Development Plan and, to the extent not controlled by the Development Plan, the Municipal Code (as amended from time to time); (ii) economic development through construction anticipated to occur in connection with development of the Project; (iii) economic development through the development of various commercial and residential uses that enhance, complement and reinforce the Town’s existing economy, commercial base and ad valorem property t ax base; (iv) development of housing to meet the needs of the Avon community; (v) development of significant property within the Town’s municipal boundaries which promotes economies of scale in the provision of public services; and (vi) establishment of a public-private cooperative arrangement that promotes the availability of capital for Public Improvements and promotes the competitiveness and viability of private development within the Town and the Project. Q.In exchange for these benefits and the other benefits to the Town contemplated by this Development Agreement, together with the public benefits served by t he orderly development of the Property, this Development Agreement and the Vested Property Rights established herein are intended to provide assurance to Master Developer, EMD, the Developer Affiliates, other Landowners, the Districts, lenders providing financing for development of the Project from time to time, BNP and purchasers of bonds or holders of other forms of debt issued or to be issued by the Districts that development of the Property pursuant to the terms and conditions of the 5 1001679.22 FINAL 1044033.12 Development Plan and the Approved SSDPs can occur without impediment or impairment of the Vested Property Rights. R.The Limited Parties have executed this Development Agreement only for the limited purposes expressly set forth herein and with the express understanding that the Limited Parties shall not be construed to have any rights, duties, obligations or remedies arising under this Development Agreement except to the extent expressly set forth herein with respect to each Limited Party and, accordingly, the rights, duties, obligations and remedies of each Limited Party shall be strictly l imited to those expressly s et forth in this Development Agreement as a right, duty, obligation or remedy of such Limited Party. S.Lenders have executed this Development Agreement for the sole purpose of evidencing their respective consent and subordination to the Recording of this Development Agreement, but without thereby acquiring the status of a Party or otherwise being subject to any obligation or acquiring any enforcement right or remedy arising under this Development Agreement. T.BNP, while not a Party, has executed a written consent to this Development Agreement in order to affirm BNP’s consent to approval of the Financing Plan and related matters addressed in this Development Agreement. Additionally, BNP is an Intended Beneficiary with respect to BNP’s right to enforce certain provisions of this Development Agreement, including but not limited to BNP’s right to have a lawfully eligible candidate designated at the option of BNP to hold the office of director of TCMD, BNP’s right to be conveyed and to hold a property interest sufficient to qualify its designee for holding the position of director until such time as there are no outstanding obligations to BNP under the TCMD Reissue Documents or any subsequent reissue or refunding of such bonds,and BNP’s right to participate on the AURA board of directors with respect to any urban renewal plans for any portion of the Property. U.As between the Town, AURA, TCMD and VMD, this Development Agreement constitutes an intergovernmental agreement pursuant to C.R.S. §§ 29-1-203 and 29-20-105, and such Parties intend their respective obligations hereunder to be enforceable by specific performance and/or other equitable remedies in addition to any remedies otherwise available at law. V.As between the Town, Master Developer, EMD, Developer Affiliates and other current or future Landowners, this Development Agreement constitutes a development agreement granting Vested Property Rights for a period in excess of three (3) years in accordance with Section 24-68-104(2) of the Vested Property Rights Statute. W.The Parties intend this Development Agreement to amend and restate in its entirety the Original Agreement by consolidating the original document and subsequent amendments thereto into a single document for ease of reference, and additionally by incorporating the amendments necessary and desirable to implement applicable terms and conditions of the Settlement Term Sheet. 6 1001679.22 FINAL 1044033.12 AGREEMENT NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth in this Development Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 GENERAL PROVISIONS 1.1 Incorporation of Recitals. The Recitals are incorporated into and made substantive provisions of this Development Agreement. 1.2 Effectiveness and Recording of Development Agreement. This Development Agreement shall be effective as of the Effective Date. Any delay or failure to Record this Development Agreement shall not negate or impair the effectiveness of this Development Agreement as between the Parties and any other parties having notice of this Development Agreement. The effectiveness and/or Recording of this Development Agreement shall not be construed to negate the effectiveness of any approvals granted by Town Council prior to the Effective Date or any actions of Master Developer, EMD, the Districts, the PICs or any other Landowner taken in connection with development of the Project prior to the Effective Date. All such approvals and actions are hereby ratified by the Parties. As of the Effective Date, the Settlement Term Sheet shall be construed to be of no further force or effect, its terms and conditions having been incorporated into and implemented by this Development Agreement, the PUD Guide, the Tank Agreement, the TCMD2013 Reissue Documents, the Pledge Agreement and/or otherwise performed in full. As of the Effective Date, the obligations of each party to the Original Agreement to any other party to the Original Agreement are expressly discharged, terminated and of no further force or effect except to the extent such obligations are expressly incorporated and set forth in this Development Agreement. 1.3 Covenants. Upon Recording, the provisions of this Development Agreement shall constitute covenants and servitudes that touch, attach to and run with the land comprising the Property and, except as otherwise provided in Section 1.5 with respect to amendments to this Development Agreement, the burdens and benefits of this Development Agreement shall bind and inure to the benefit of all estates and interests in the Property and all successors in interest to the Parties, the Developer Affiliates and any other Landowners as of the Effective Date. 1.4 Ve sting Te rm; Te rm of Development Agreement. Phased development of the Project as contemplated under this Development Agreement and the Development Plan involves significant acreage and density which will require substantial investment and time to complete. (a)Vesting Term. Due to the size and phasing of the Project, the potential for development of the Project to be affected by economic and financial cycles, the effect of national and statewide markets with regard to retailers, accommodations industry and builders, and the limitation of absorption rates by the local market conditions, the term of the Vested Property Rights established pursuant to Section 2.4 shall continue through and including October 20, 2039 (“Vesting Term”). If the Term expires prior to expiration of the Vesting Te rm, the Vesting Te rm shall continue in full force and effect and shall survive expiration of the Term in accordance with and subject to the terms, conditions and limitations set forth in this Agreement. On October 21, 7 1001679.22 FINAL 1044033.12 2039, the Vested Property Rights shall be deemed terminated and of no further force or effect; provided, however, that such termination shall not affect: (i)annexation of the Property to the To wn; (ii)any common-law vested rights obtained prior to such termination; (iii)any right arising from To wn building permits, development approvals or other zoning entitlements for the Property or the Project which were granted or approved prior to expiration of the Vesting Term; or, (iv)any obligation of a Party under this Development Agreement that has not been fully performed as of the date on which the Vesting Te rm expires. (b)Te rm of Development Agreement. Notwithstanding any prior expiration of the Ve sting Te rm (or survival of the Ve sting Te rm after expiration of the Te rm), the term of this Development Agreement and the Parties’ obligations hereunder shall commence upon the Effective Date and shall terminate upon expiration of the Term. Upon expiration of the Term, the To wn is entitled under the terms of this Development Agreement to terminate the Ta x Credit. Notwithstanding the foregoing, the To wn may elect to extend the Te rm in accordance with Section 6.1(d). In no event shall the Te rm expire before the To wn’s o bligation to maintain the Ta x Credit in effect has terminated as provided in Section 6.1(b). (c)Obligation to Maintain Tax Credit. Without limitation of the foregoing, the To wn’s obligation to maintain the Tax Credit in effect pursuant to Sections 4.2(a) and 6.1(b)shall survive expiration of the Ve sting Te rm and shall continue in full force and effect until the conditions set forth in Section 6.1(b) have been fully satisfied. 1.5 Amendment of Development Agreement. This Development Agreement may be amended or terminated only b y m utual written consent of the To wn, TCMD and Master Developer (but not by their respective successors or assigns or by any non-Party Landowner) following the public notice and public hearing procedures required for approval of this Development Agreement; provided, however: (a)Specific Grant of Amendment Rights. For purposes of this Section 1.5 only, the term “Master Developer” means TCLLC, EMD and those additional parties, if any, to whom TCLLC or EMD has specifically granted, in writing, the power to enter into such amendments. No entity to whom TCLLC or EMD has granted the power to enter into such amendments may further assign or grant such power to another entity except to the extent expressly stated in the grantee’s original grant from TCLLC or EMD. (b)Limited Parties. The written consent of a Limited Party (other than EMD in its capacity as Master Developer, as otherwise set forth in this Section 1.5) shall not be required except to the extent the proposed amendment directly and expressly modifies a provision of this Development Agreement that establishes a right, obligation or remedy of such Limited Party. (c)VMD. During any portion of the Te rm in which VMD has outstanding District Debts that VMD issued or incurred as part of or with respect to the Financing Plan, VMD’s 8 1001679.22 FINAL 1044033.12 written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for amendments to the Financing Plan and/or to Section 5.1 to the extent such amendments expressly create additional obligations of VMD and/or expressly modify any rights of VMD that are established in such provisions. VMD’s written consent shall not be required with respect to amendments to this Development Agreement that are not expressly within the scope of the preceding sentence. (d)(c) BNP. The Parties acknowledge that until such time as there are no outstanding obligations to BNP under the TCMD2013 Reissue Documents or any subsequent reissue or refunding of such bonds, TCMD and/or VMD’s agreement to any future amendment to the provisions of this Development Agreement that run in favor of BNP, including without limitation, this Section 1.5(cd), Section 1.6, Article 4,Section 5.1(e),Section 5.3(e), Article 6 and Article 7 is subject to BNP Paribas’ (or any successor or assignee of BNP Paribas pursuant to Section 8.11) prior written consent. The Parties further acknowledge that until such time as there are no outstanding obligations to BNP under the TCMD2013 Reissue Documents or any subsequent reissue or refunding of such bonds, TCMD is, TCMD and VMD are (or are anticipated to be)required by the provisions of the TCMD2013 Reissue Documents to obtain the consent of BNP (or a written acknowledgement that such consent is not required) to any future amendment to the provisions of this Development Agreement, and failure on the part of TCMD and VMD to obtain such consent prior to entering into any such amendment will be a default under the TCMD2013 Reissue Documents, as to which BNP will have the right to exercise its remedies. 1.6 Cooperation in Defending Legal Challenges. If, after the Execution Date, any l egal or equitable action or other proceeding is commenced by a third party challenging the effectiveness of Ordinance No. 12-10, the effectiveness of this Development Agreement and/or the Development Plan, or the validity of any provision of this Development Agreement and/or the Development Plan, the Parties shall in good faith cooperate in defending such action or proceeding and shall each bear their own expenses in connection therewith. Unless the Parties otherwise agree, each Party shall select and pay its own legal counsel to represent it in connection with such action or proceeding. T he Parties acknowledge that the obligations of the To wn, VMD and TCMD pursuant to this Section 1.6 are subject to compliance with the requirements of Section 20 of Article X of the Colorado Constitution. Accordingly, the To wn, VMD and TCMD shall in good faith take such steps as may be available to them in response to the filing of any action or proceeding addressed above to set aside, hold and irrevocably pledge adequate present cash reserves to fund the reasonably a nticipated costs of defending such action or proceeding; provided, however, if either the To wn, VMD or TCMD is not in a position to fund from present cash reserves all or any portion of the reasonably anticipated costs of defending such action or proceeding, such Party’s obligation pursuant to this Section 1.6 shall be subject to annual appropriation. 1.7 Role of Master Developer. For the reasons described in Recital G, the Developer Affiliates have designated Master Developer to act on behalf of themselves and their respective successors in interest with respect to and for all purposes of this Development Agreement. The Developer Affiliates may designate a replacement Master Developer from time to time, or may terminate the role of the Master Developer, by delivery of written notice thereof to the Town, VMD and to TCMD which is signed by a majority of the Developer Affiliates owning any p art of the Property as of the date of such notice. Any replacement Master Developer must be an entity that is a Developer Affiliate. T he designation of a replacement Master Developer or termination of 9 1001679.22 FINAL 1044033.12 the role of Master Developer by the Developer Affiliates shall not require an amendment to this Development Agreement and shall not require the consent of the Town, VMD, TCMD or BNP. 1.8 Rights and Obligations of Limited Parties and Intended Beneficiaries. (a)Limited Parties. As more particularly described in Recital R, each Limited Party is executing this Development Agreement solely with respect to a limited obligation of such Limited Party. With respect to each Limited Party, such obligations, rights and remedies are expressly limited as follows: (i)AURA. AURA’s obligations arising under this Development Agreement are limited to those set forth in Section 4.3. AURA’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(i). (ii)EMD. EMD’s obligations arising under this Development Agreement are limited to those set forth in Section 5.4. EMD’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(ii). (iii)The Commercial PIC. The Commercial PIC’s obligations arising under this Development Agreement are limited to those set forth in Section 5.2. The Commercial PIC’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(iii). (iv)The Mixed Use PIC. The Mixed-Use PIC’s obligations arising under this Development Agreement are limited to those set forth in Section 5.2. The Mixed-Use PIC’s rights and remedies arising under this Development Agreement are as set forth in Section 7.7(c)(iv). (b)Intended Beneficiaries. Except to the extent an Intended Beneficiary undertakes obligations as an Applicant in connection with the development of a Site and/or execution of a Public Improvement Agreement as provided in this Development Agreement, no Intended Beneficiary is subject to any obligation arising solely under this Development Agreement. Except with respect to the rights and remedies of such Intended Beneficiaries as set forth in Section 7.7(d), no Intended Beneficiary has acquired any enforcement right or remedy arising solely under this Development Agreement. Notwithstanding the foregoing, TC-RP shall have the obligationobligations set forth in Section 5.5. ARTICLE 2 ANNEXATION, ZONING AND VESTED PROPERTY RIGHTS 2.1 Annexation. Annexation of the Property was accomplished in accordance with the Original Agreement and the Colorado Municipal Annexation Act of 1965, as amended (C.R.S. §§ 31-12-101, et seq.) as in effect in 1998. Consistent with the foregoing and in implementation of the Settlement Te rm Sheet, this Development Agreement ratifies annexation of the Property. 2.2 PUD Zoning. Planned unit development (PUD) zoning of the Property was accomplished in accordance with the Original PUD Guide. Consistent with the foregoing and in implementation of the Settlement Te rm Sheet, this Development Agreement ratifies the PUD 10 1001679.22 FINAL 1044033.12 zoning of the Property pursuant to the Original PUD Guide, ratifies each administrative and each formal amendment to the PUD Guide and/or PUD Master Plan accomplished prior to the Effective Date, and ratifies all development that has occurred within the Property pursuant to the Original PUD Guide. Concurrently with Recording of this Development Agreement, the Parties caused Recording of the PUD Guide. A ccordingly, t he Property i s zoned PUD pursuant to and as set forth in the PUD Guide. 2.3 Permitted Uses/Design Standards. The permitted uses of the Property, the density and intensity of use, the maximum height, bulk and size of proposed buildings, design standards, road profiles and sections, provisions for reservation or dedication of land for public purposes, the general location of roads and trails, the ability of an Applicant to relocate roads, trails and improvements, and other terms and conditions of development applicable to the Property and the Project shall be those set forth in the PUD Guide and in this Development Agreement. 2.4 Ve sting of Property Rights. The Original Agreement and the Original PUD Guide were Site Specific Development Plans with respect to which the To wn granted Ve sted Property Rights for a term of thirty-five (35) years from the Original Effective Date. Consistent with the foregoing and in implementation of the Settlement Te rm Sheet, this Development Agreement ratifies the Ve sted Property Rights established by the Original Agreement and the Original PUD Guide and, as described in Section 1.4(a), extends the term of such Ve sted Property Rights (including with respect to future amendments to any such Approved SSDP) through and including October 20, 2039. Approval of the Development Plan constitutes a vested property right pursuant to Article 68 of Title 24, C.R.S., as amended, and Title 7, Chapter 16, of the Avon Municipal Code as amended. Accordingly, the rights identified below (collectively, the “Vested Property Rights”) are expressly ratified, granted and approved by Town Council: (a)The right to develop, plan and engage in land uses within the Property and the Project in the manner and to the extent set forth in and pursuant to the Development Plan and other Approved SSDPs (if any). (b)The right to develop, plan and engage in land uses within the Property and the Project in accordance with the densities, physical development standards and other physical parameters set forth in the PUD Guide and other Approved SSDPs (if any). (c)The right to develop the Project in the order, at the rate and at the time as the applicable Developer determines appropriate given market conditions and other factors, subject to the terms and conditions of the Development Plan and other Approved SSDPs (if any). (d)The right to develop and complete the development of the Project including, without limitation, the right to receive all To wn approvals necessary for the development of the Project with conditions, standards and dedications which are no more onerous than those imposed by the To wn upon other developers in the To wn on a uniform, non-discriminatory and consistent basis, and subject only to the exactions and requirements set forth in the Development Plan and other Approved SSDPs (if any); provided that such conditions, 11 1001679.22 FINAL 1044033.12 standards and dedications shall not directly o r indirectly h ave the effect of materially and adversely altering, impairing, preventing, diminishing, imposing a moratorium on development, delaying or otherwise adversely affecting any of Master Developer’s , EMD’s, Developer Affiliates’ or any other Landowner ’s rights set forth in the Development Plan or other approved SSDPs (if any). (e)The right to prevent (by mandamus, mandatory or prohibitory injunction or other form of legal or equitable remedy) the application to the Property or the Project of any Town or citizen initiated zoning, land use or other legal or administrative action that would directly or indirectly have the effect of materially and adversely altering, impairing, preventing, diminishing, imposing a moratorium on development, delaying or otherwise adversely affecting any of Master Developer ’s , EMD’s, Developer Affiliates’ or any other Landowner ’s rights set forth in the Development Plan and/or other Approved SSDPs (if any). Section 7.1 of the To wn’s Charter precludes citizen-initiated measures regarding certain matters, including the zoning or rezoning of property. In accordance with Section 7.1 of the To wn’s Charter, no initiated measure shall be permitted that would have the effect of modifying or negating the To wn ordinance by which To wn Council approved implementation of the Settlement Te rm Sheet, Ordinance No. 12-10, or any instrument implementing the Settlement Te rm Sheet as approved in Ordinance No. 12-10, including but not limited to the Development Plan. (f)Notwithstanding any additional or contrary provision of the Municipal Code (as in effect from time to time),and notwithstanding any prior expiration of the Te rm, the Ve sting Te rm with respect to the Development Plan and other Approved SSDPs (if any) shall not expire, be deemed forfeited, or otherwise limited or impaired prior to October 21, 2039. For the avoidance of doubt and notwithstanding any contrary p rovision of the Municipal Code (as in effect time to time), the scope of Ve sted Property Rights established by the Development Plan specifically includes the right that all amendments to the Development Plan or other Approved SSDPs (if any) approved by the Town shall be and remain vested through and including October 20, 2039, and includes the right to retain and enjoy the remaining period of the Vesting Te rm for any amendment to the Development Plan or other Approved SSDPs (if any). Accordingly, during the Ve sting Te rm (and notwithstanding any prior expiration of the Te rm) To wn Council (or other final decision-maker of the To wn) shall not condition approval of any future amendment to the Development Plan or other Approved SSDPs (if any) on, nor shall To wn Council (or other final decision-maker of the Town) make any such approval subject to the Applicant’s , Landowner ’s or Master Developer ’s consent to, a reduction of the then-remaining Vesting Term. 2.5 No Obligation to Develop. (a)Master Developer; Other Landowners. Neither Master Developer nor an y Landowner shall have any obligation arising under this Development Agreement to develop all or any portion of the Project, nor shall Master Developer or any Landowner have any liability to the To wn or any other party arising under this Development Agreement for not developing all or any part of the Project. The Parties contemplate that the Project will be developed in phases as generally driven by market conditions as they exist from time to time. Neither Master Developer nor any Landowner shall have any obligation arising under this Development Agreement to develop all or any portion of any such phase, notwithstanding the development or non-development of any other phase, and neither Master Developer nor any Landowner shall have 12 1001679.22 FINAL 1044033.12 any liability to the To wn or any other party arising under this Development Agreement for not developing all or any portion of any such phase of the Project. (b)Districts. The Districts’ Service Plans establish the scope of the Districts’ authorized activities and shall not be construed to constitute an obligation of the Districts to cause the development of any particular Public Improvements, or to provide any particular services or to perform any other function for which the Districts have authorization, nor shall such Service Plans be construed to create any o bligation of Master Developer or any Landowner to provide any Public Improvements, any services or to otherwise pay any monies or perform any actions on behalf of or for the benefit of the Districts. No District shall have any obligation arising under this Development Agreement to develop all or any portion of the Public Improvements, nor shall any District have any liability to the To wn or any other party arising under this Development Agreement for not developing all or any part of the Public Improvements. T he Parties contemplate that the Project will be developed in phases as generally driven by market conditions as they exist from time to time. No District shall have any obligation arising under this Development Agreement to develop all or any portion of the Public Improvements pertinent to any such phase, notwithstanding the development or non-development of any Public Improvements for any other phase, and no District shall have any liability to the To wn or any other party arising under this Development Agreement for not developing all or any portion of the Public Improvements pertinent to any such phase of the Project. The foregoing shall not be construed to relieve any District of any obligation established pursuant to the terms and conditions of a Public Improvements Agreement that is executed by a District as contemplated in Section 3.2(a). (c)Construction and Interpretation. For purposes of this Section 2.5 references to Master Developer, Landowners and the Districts shall be construed to include their respective employees, agents, members, officers, directors, shareholders, consultants, advisors, successors, assigns and similar individuals or entities. 2.6 Compliance with General Regulations. E xcept as otherwise provided in the Development Plan, the establishment of Ve sted Property Rights under this Development Agreement shall not preclude the application on a uniform and non-discriminatory basis of Town ordinances and regulations of general applicability (including, but not limited to, building, fire, plumbing, electrical and mechanical codes, the Municipal Code (as in effect on the Original Effective Date or as amended from time to time), and other To wn rules and regulations) or the application of state or federal regulations, as all of such regulations existed on the Original Effective Date or may be enacted or amended after the Effective Date; provided, however, that To wn ordinances and regulations newly enacted or amended after the Original Effective Date shall not directly or indirectly have the effect of adversely altering, impairing, preventing, diminishing, imposing a moratorium on development, delaying or otherwise adversely affecting any Landowner ’s Vested Property Rights. No Landowner shall be deemed to have waived its right to oppose the enactment or amendment of any such ordinances and regulations. ARTICLE 3 PUBLIC IMPROVEMENTS; DEVELOPMENT STANDARDS; EXACTIONS 3.1 Design Review. As contemplated by the Original Agreement and as more particularly described in the PUD Guide, the Design Review Board has been established (and, as 13 1001679.22 FINAL 1044033.12 required by the Original Agreement, includes a member designated by the Town’s Planning and Zoning Commission), the Design Covenant has been Recorded and the Design Review Guidelines have been promulgated. During the Term, the Design Review Board shall continue to consist of not more than five (5) members, one (1) of whom shall be a member of the Town’s Planning and Zoning Commission designated by the Town from time to time and the remainder of whom shall be appointed as provided in the governing documents of the Design Review Board. The Design Covenant shall govern matters related to use and development of all or any part of the Property. Where any conflict between the Design Review Covenant and the Development Plan may occur, the most restrictive provision shall govern. The Design Review Board shall refer to the Town’s Planning and Zoning Commission, for comment only and not for approval or disapproval: (A) all development proposals submitted to the Design Review Board for portions of the Property located south of Interstate 70; (B) all portions of the Property located north of Interstate 70 other than Planning Areas K and RMF-1 (with respect to which the Design Review Board shall have no obligation to refer to the Town’s Planning and Zoning Commission); and (C) all proposed amendments to the Design Covenant. At Master Developer’s option, separate design review board(s) may be established with respect to Planning Areas RMF-1 and K. Such separate design review board(s), if any, created for Planning Areas RMF-1 and K shall not be required to include any Town official as a member. 3.2 Allocation of Public Improvement Obligations. Except as otherwise expressly set forth in this Development Agreement, the timing of the design, construction and financing of the Public Improvements, as well as the designation of the specific entity responsible for such design, construction and financing, will be addressed in the applicable Public Improvement Agreement(s) as development of the Project takes place in conjunction with the processing of the applicable Development Application (which may or may not be a subdivision application). The Public Improvement obligations described in this Development Agreement are intended to be allocated among, as applicable, the Districts, Master Developer, a Developer and/or an Applicant based on the relationship between the particular Public Improvement(s), the Site owned by the particular Developer and/or Applicant, and the nature of the development occurring on the Site. This Development Agreement does not specifically a llocate such Public Improvement obligations (with the exception of the Ta nk Project, as provided in Section 5.5(b)), it being the Parties’ intent that the allocation will be set forth in a Public Improvement Agreement executed in connection with the processing and approval of the applicable Development Application. Public Improvements for which a District does not undertake to finance the design, construction, maintenance and operation shall be undertaken by the applicable Developer and/or Applicant. A ll such Public Improvements, whether undertaken by a District or undertaken by a Developer and/or Applicant, shall be undertaken and provided in accordance with the terms and conditions of the applicable Public Improvement Agreement executed in connection with approval of the pertinent Development Application (provided that no Public Improvement Agreement shall be required for the Ta nk Project). (a)Role of Districts. S ubject to the availability o f funds therefor, District board of directors authorization, the terms and conditions of this Development Agreement, the Districts’ respective Service Plans and state law, and in consideration of the To wn’s performance of its obligations under this Development Agreement (specifically including but not limited to the Financing Plan), the Districts may from time to time (without obligation to do so arising under this Development Agreement except with respect to the Ta nk Project, as provided in Section 5.5(b)) 14 1001679.22 FINAL 1044033.12 undertake to finance the design, construction, maintenance and operation,as applicable, of the Public Improvements as and when reasonably needed to support development of the Project. References to Master Developer, EMD, Developer Affiliates, Developers, Landowners or Applicants in the context of the Public Improvement obligations addressed in this Development Agreement will be construed to mean and include by reference the applicable Districts to the extent particular Districts have undertaken such obligations pursuant to the terms of a Public Improvement Agreement as contemplated in this Development Agreement. This Development Agreement will not be construed as creating an implied obligation for the Districts to finance or construct any particular Public Improvements prior to such District’s execution of a Public Improvement Agreement pursuant to which the applicable District undertakes specific obligations regarding specific Public Improvements. Any obligation undertaken by a District pursuant to this Section 3.2 shall not be construed to constitute a multiple fiscal year obligation of such District, but shall be subject to annual budget and appropriation unless otherwise agreed to in writing by such District. (b)Assurance of Completion. T he Applicant for any Development Application submitted after the Effective Date will provide an improvement guarantee assuring completion of the Public Improvements as required by the Municipal Code as then in effect (to the extent not inconsistent with an express provision of this Development Agreement or the PUD Guide), and as more particularly described in the applicable Public Improvement Agreement to be executed in connection with future Development Application approvals. 3.3 Public Roads and Access. (a)General. A ccess, ingress and egress to, from and within the Project shall be provided as generally described in the Development Plan. As generally described in Recital K, prior to the Execution Date TCMD has fully performed all road construction obligations specifically required pursuant to the Original Agreement. The PUD Master Plan graphically depicts the alignments of existing permanent roads, the alignments of existing temporary roads, and potential conceptual alignments of some future roads. Subject to the availability of District Revenues not pledged or otherwise encumbered by the obligations of the Districts as set forth herein or under any debt instruments contemplated herein, one or more of the Districts may (as contemplated by and subject to the conditions described in Section 3.2(a)) undertake to finance and/or construct the public roads within the Project. All public roads, whether constructed by or on behalf of a District or a Developer, shall be constructed in accordance with the standards set forth in the PUD Guide and shall be Dedicated to and Accepted by the To wn in accordance with Section 3.3(b). Nothing set forth in the preceding sentence shall prohibit or limit a Landowner ’s right to construct and maintain private roads, or to construct and Dedicate public roads to the To wn or to a District (subject to the availability of sufficient District Revenues to maintain such public roads). (b)Dedication; Acceptance and Maintenance of Public Roads and Rights-of-Wa y. Subject to the specific terms and conditions set forth in Article 4 and Article 6: (i)Existing Public Roads. Contemporaneously with the Effective Date, TCMD conveyed to the To wn all of TCMD’s right, title and interest in and to the existing public road tracts (Swift Gulch Road, Post Boulevard, Fawcett Road and Yo der 15 1001679.22 FINAL 1044033.12 Av enue), together with the road improvements, streetscape improvements, landscape improvements and drainage improvements located within such rights-of-way. The To wn granted Final Acceptance of all such roadways and related improvements for maintenance without reservation or condition, whether related to warranty periods or otherwise, and released all warranty collateral related thereto. (ii)Main Street. A s of the Execution Date, the temporary a lignment and road surface of East Beaver Creek Boulevard within Lot 1 (redesignatedre-designated in the PUD Guide as Main Street) is located within the easement established by the Easements with Covenants and Restrictions Affecting Land, dated April 24, 2002, and Recorded May 8, 2002, at Reception No. 795009, and shall not be Dedicated to the Town until such time as each pertinent phase of the final alignment thereof is completed as more specifically set forth in the PUD Guide. Dedication of each phase of the permanent alignment of Main Street shall be accomplished pursuant to clause (iii) below. During the period prior to Dedication of each phase of the permanent alignment of Main Street, the To wn is and shall remain responsible for snow removal, road maintenance, streetscape maintenance and landscape maintenance within the current East Beaver Creek Boulevard easement. The Parties acknowledge that no streetscape or landscape improvements are located within the East Beaver Creek Boulevard easement as of the Execution Date, but that the Town shall maintain such streetscape or landscape improvements, if any, that may be installed after the Execution Date. Asphalt overlays shall not be required prior to Dedication of each phase of Main Street and, as set forth in Section 4.2(d), the Town shall undertake responsibility for asphalt overlays for each phase of Main Street only after Dedication of each such phase of Main Street. From and after Dedication of each phase of the permanent alignment of Main Street, the terms and conditions of clause (iii) below shall apply to such Dedicated phase. (iii)Future Public Roads and Rights-of-Wa y. Future public road rights-of-way (including future phases of the permanent alignments of Main Street and East Beaver Creek Boulevard) shall be Dedicated to the To wn by Recording of the pertinent final plat or, if acceptable to the To wn, by Recording of a special warranty deed in the form attached as Exhibit B of this Development Agreement upon generally the same terms and conditions as the conveyances referenced in clause (i) above. Upon completion of construction, Public Improvements located within public road rights-of-way shall be Dedicated to the To wn by bill of sale. Concurrently with the Dedication, the To wn shall grant Preliminary A cceptance of the pertinent property interests and Public Improvements. Upon expiration of the warranty period and resolution of any warranty matters that might arise during the Preliminary Acceptance period, the To wn shall grant Final Acceptance. Wi th respect to the primary road providing access to Planning Area K, the To wn and Master Developer acknowledge it is intended that the road will be a public road from the Post Boulevard roundabout located north of Interstate 70 to a point approximately adjacent to the northwest corner of Lot 73 as indicated on the PUD Master Plan in effect as of the Effective Date, and will be a private road from that point through the remaining area of Planning Area K. The final point of demarcation will be established at the timing of final subdivision plat. The Town shall have no maintenance or snow removal responsibility for the portion of such road that is private. 16 1001679.22 FINAL 1044033.12 (iv)Sidewalk Snow Removal. The To wn’s obligation pursuant to this Development Agreement to remove snow from sidewalks shall be limited to Post Boulevard, Main Street (in both the interim East Beaver Creek Boulevard alignment existing as of the Execution Date and the future final Main Street alignment), Swift Gulch Road, Fawcett Road and Yo der Av enue. Maintenance of other sidewalks along public roads shall be in accordance with generally applicable standards set forth the Municipal Code (as amended from time to time) and applied uniformly throughout the To wn. (c)Phased Road Improvements. (i)Generally. All roads, including Main Street and East Beaver Creek Boulevard (as such roads are identified on the PUD Master Plan), may be developed in phases in accordance with the road standards set forth in Exhibit F of the PUD Guide and as warranted based on the applicable traffic study. (ii)Main Street. Without limiting the generality of the foregoing, construction of the final alignment of Main Street shall consist of converting the existing alignment and road surface from temporary to permanent by the phased construction thereof in accordance with the road standards set forth in Exhibit F of the PUD Guide. (iii)East Beaver Creek Boulevard. The Town shall not require completion of East Beaver Creek Boulevard as a through road until the earlier of: (A) such time as it becomes necessary to construct a particular phase of East Beaver Creek Boulevard to provide a means of ingress to and egress from Sites within Lot 1 that are undergoing vertical development and do not otherwise have access to a public street; or (B) such time as a particular development proposal within Lot 1 requires completion of the connection in order to preclude the impact of the approved development proposal from reducing the level of service (LOS) on Main Street below a designation of “C”(estimated to be in the range of approximately 8,000 to 11,000 vehicle trips per day) as established by traffic studies to be provided by a traffic engineer or firm licensed in Colorado in connection with the particular approved development proposal. Subject to review by the Town Engineer, the north/south alignment of East Beaver Creek Boulevard within Planning Areas C and D may be established to include an interim or permanent connection to Main Street (e.g., East Beaver Creek Boulevard can connect to Main Street east of Planning Area A and either continue to the roundabout at the southeast corner of Planning Area F in an interim condition or separate from Main Street and connect to the roundabout at the northeast corner of Planning Area F in either an interim or permanent condition) so long as the easterly (roundabout at Post Boulevard) and westerly (where East Beaver Creek Boulevard enters the Project) connections depicted on the PUD Master Plan are maintained and each segment of Main Street is maintained at not lower than LOS “C”(e.g., if the traffic studies demonstrate that LOS “C”can be maintained on the easterly segment of Main Street with an interim connection as described above, completion of the final through connection alignment of East Beaver Creek Boulevard would not be required). (d)Dry Utilities. In connection with the Dedication of any public road rights-of-way (whether by special warranty deed or by final plat),including those rights-of-way Dedicated pursuant to Section 3.3(b)(i)and subject to such reserved rights,Master Developer or 17 1001679.22 FINAL 1044033.12 the pertinent Landowner shall have the right to reserve the exclusive right to install, own, operate, maintain, repair, replace and control access to all “Dry Utilities”(as defined in the PUD Guide) located or to be located within Dedicated public road rights-of-way; provided, however, that such activities shall be coordinated with the Town and all such Dry Utilities shall be located in such a manner as to comply with Town requirements regarding separation from public utilities located or to be located within such rights-of-way. 3.4 Municipal Water; Water Rights Dedications. Certain water rights have been conveyed to, or otherwise acquired by, the Authority to be used in connection with the development of the Project and to serve uses within the Project, including some of the water rights and historic consumptive use credits decreed in Case No. 97CW306, a prior payment to the Authority equivalent to 200 shares in the Eagle Park Reservoir Company and contract rights to water supplied by the Colorado River Water Conservation District (together with additional water rights, if any, Dedicated to the Town or to the Authority for such purposes after the Effective Date pursuant to Section 3.4(c), the “Water Rights”). P ursuant to and as more particularly d escribed in the Tank Agreement: (i) as of the Effective Date, TCMD has conveyed to the Town, and the Town has thereafter conveyed to the Authority, certain interests in the Water Rights; (ii) the Water Rights conveyed to the Authority as of the Effective Date are deemed sufficient to provide potable water service up to a maximum of 106.3 acre-feet of consumptive use per year in accordance with depletion factors decreed in Case No. 97CW306; and (iii) as of the Effective Date, the Authority is legally obligated to issue taps and to provide the number of single family equivalents (SFE) of potable water service to the Project that is equivalent to 106.3 acre-feet of consumptive use per year, as more fully set forth in the augmentation plan approved in Case No. 97CW306. The amount of consumptive use attributable to potable water service pursuant to the depletion factors and other assumptions set forth in the plan for augmentation decreed in Case No. 97CW306 is calculated as 180.6 acre-feet per year less 74.3 acre-feet per year reserved by the Town for raw water irrigation and lake evaporation purposes [180.6 –74.3 = 106.3]. The 106.3 acre-feet of consumptive use is referred to for purposes of this Section 3.4 as the “potable water allocation” and the 74.3 acre-feet of consumptive use is referred to herein as the “raw (non-potable) water allocation.” Additionally, the Tank Agreement provides that the Town has certain obligations with respect to providing municipal water service to the Project under circumstances where the Authority fails to provide such services due to dissolution or otherwise. (a)Water Bank. Master Developer and the Town shall establish and jointly maintain a cumulative written record (the “Water Bank”) that documents: (i) the total Water Rights, stated as the total “potable water allocation”and the total “raw (non-potable) water allocation;” (ii) the specific portion of the “potable water allocation” that is assigned to particular Sites; (iii) the specific portion of the “raw (non-potable) water allocation”that is assigned to each parcel of irrigated area or lake surface for evaporation replacement within the Property (including such raw water uses as the Town has agreed to serve pursuant to this Development Agreement and the Tank Agreement) and (iv) the “potable water allocation”and the “raw (non-potable)water allocation” remaining available to be assigned for use within the Property. In connection with each final subdivision plat for a Site (whether processed administratively or formally) or building permit (if no water allocation, or insufficient water allocation, has previously been assigned to such Site), and subject to Subsection 3.4(c), Master Developer shall designate the portion of the “potable water allocation”and the “raw (non-potable) water allocation”that is assigned for development of the Site, and concurrently with approval of the pertinent final subdivision plat (or 18 1001679.22 FINAL 1044033.12 issuance of the pertinent building permit(s)) the Water Bank shall be updated to reflect such allocation and to reflect the corresponding reduction in the “potable water allocation”and the “raw (non-potable) water allocation”remaining available for use within the Property. Lot 1 as it is configured on the Effective Date shall be exempt from the foregoing requirement, but parcels within Lot 1 that are created by further subdivision of Lot 1 for purposes of development shall be subject to the foregoing requirement. The amount of consumptive use required to service development shall be based on the estimated demand, depletion factors and other assumptions set forth in the plan for augmentation decreed in Case No. 97CW306. (b)Return of Water Rights to Water Bank. If the amount of the “potable water allocation”and the “raw (non-potable) water allocation”assigned for any particular Site exceeds the amount of the “potable water allocation”and the “raw (non-potable) water allocation”actually required to serve the Site based upon actual development and final build-out thereof (such actual “potable water allocation”and “raw (non-potable) water allocation”demand to be determined in accordance with generally applicable requirements of the Authority and in accordance with the depletion factors decreed in Case No. 97CW306), the excess and unused portion of such water allocation shall be returned to the Water Bank and the Water Bank shall be revised to reflect that such excess and unused portion of such water allocation is available for assignment and is no longer assigned to the original Site. Excess and unused water allocation amounts returned to the Water Bank shall be available for allocation in accordance with Section 3.4(a) as though such water allocation amounts had not previously been allocated from the Water Bank to serve a particular Site. T he determination of excess portion of any water allocation shall be determined by the Town and subject to the approval of the Authority, pursuant to their respective generally applicable requirements, and shall be based on consumptive use of the final build-out of any Site in accordance with the depletion factors and other provisions of the decree in Case No. 97CW306. The Town may r equire water usage restrictions or maintenance requirements to prevent any future increase of consumptive water use above the amount determined necessary to serve the final build-out of any Site. (c)Additional Water Rights. (i)For the Property. Full build out of the Project as contemplated by the Development Plan may require in excess of 180.6 acre-feet of consumptive use. If the aggregate total Water Rights is insufficient to support full development of the Project in accordance with the decree in Case No. 97CW306 and the PUD Guide, and all available water allocations under the Water Rights have been assigned to Sites (whether developed or undeveloped) such that there is no water allocation remaining in the Water Bank, no further development may occur within the Property unless and until, with respect to the water allocation required to support such further development: (A) additional water rights are Dedicated resulting in additional water allocation amounts being available for assignment pursuant to the Water Bank; or (B) payment is made of fees in lieu of additional water rights Dedication; or (C) previously allocated but unused water allocation amounts are re-assigned from the original Site, and/or from raw (non-potable) water uses to potable uses, and returned to the Water Bank in accordance with Section 3.4(b). Acceptance of fees in lieu of additional water rights Dedication shall be subject to the sole discretion of the Town. 19 1001679.22 FINAL 1044033.12 (ii)For a Specific Site. If the water allocation amounts assigned to a Site in connection with a Development Application are not sufficient to serve the level of development proposed in the Development Application, the Town may condition approval of the Development Application on the Applicant satisfying the water allocation requirements for the Development Application by one or a combination of: (A) obtaining Master Developer’s allocation of additional water allocation amounts from the Water Bank; (B) Dedicating such additional water rights (meeting the generally applicable requirements of the Authority and the Town) as may be required to support the proposed level of development; or (C) paying such fees-in-lieu of water rights Dedication as may be required to fully satisfy the water allocation amounts requirement for the Development Application. The Dedication of additional water rights and the payment of fees-in-lieu of water rights Dedication shall be subject to review by the Town in accordance with the Municipal Code, and subject to approval by the Authority or its successor. Under such circumstances, the additional water rights Dedication or payment of fees-in-lieu shall be a condition precedent to, as applicable, issuance of the building permit or Recording of the final subdivision plat. (iii)Under the circumstances addressed in the foregoing clause (i) and clause (ii), which provisions shall be strictly construed against precluding development, the Town shall have no obligation to Record a final subdivision plat or issue a building permit with respect to a particular Site unless the requisite additional water allocation amounts obligation is satisfied in accordance with this Section 3.4(c). The determination of whether Dedication of additional water rights or payment of fees in lieu shall be in accordance with generally applicable rules and regulations of the Authority and the Town. Dedications of water rights, if required, shall be made in accordance with generally applicable Town rules, regulations and agreements with the Authority as in effect from time to time, it being acknowledged that the Town’s generally applicable rules, regulations and agreements with the Authority in effect as of the Effective Date require Dedication to the Town and conveyance of such water rights by the Town to the Authority. (d)Building Permits; Moratoria. The To wn shall not withhold issuance of building permits, certificates of occupancy or processing/approval of Development Applications, nor shall the To wn impose or enforce any moratorium on development within the Project, on the basis of insufficient Dedication of water rights for development which does not exceed the consumptive use of the water rights that have been Dedicated pursuant to the Tank Agreement (or which does not exceed the consumptive use of any such additional water rights that may subsequently be Dedicated or otherwise conveyed) at such time. (e)Additional Wa ter Ta nks. If T CMD,VMD,any Applicant or any o ther party undertakes to construct one or more water storage tanks at an elevation higher than the water storage tank to be constructed pursuant to the Tank Agreement, and notwithstanding any contrary provision of the Municipal Code (as in effect from time to time), the To wn shall not require the Applicant to seek a 1041 permit and shall not require the tank site to be a legally subdivided parcel (provided the owner of the water storage tank has an easement for the operation and maintenance thereof, and further provided that the To wn may require the tank site easement area to be platted at such time as the pertinent lot(s) or tract(s) within Planning Area K are platted). If construction of any such water storage tank is undertaken independent and in advance of development of the 20 1001679.22 FINAL 1044033.12 portion of the property to be served by the water storage tank, the Town shall not require execution of a Public Improvement Agreement or monetary collateral (cash escrow, letter of credit or similar mechanism) for assurance of completion of the water storage tank; provided, however, that the To wn may r equire a bond for the purpose of ensuring erosion control, mitigation of safety h azards, fencing and other matters related to properly securing the site if construction is discontinued indefinitely prior to completion. If construction of any such water storage tank is undertaken as a condition of approval of a Development Application for development of a Site with respect to which service will be required to be provided from the to be constructed water storage tank, the To wn may require construction of the water storage tank and assurance of completion thereof pursuant to the terms and conditions of a Public Im provement Agreement as otherwise provided in this Development Agreement. The To wn shall have no obligation to issue a temporary or final certificate of occupancy for a habitable structure within any Site with respect to which water service cannot be provided without such water storage tank becoming operational until such time as the pertinent water storage tank becomes operational. The foregoing shall not preclude the To wn from issuing a building permit prior to completion of such a water storage tank if the Town determines such action to be consistent with public health, safety and welfare under circumstances then pertaining (for example, the water storage tank is reasonably anticipated to be operational prior to completion of the improvements for which the building permit is issued and the issuance of the building permit is conditioned on the water storage tank becoming operational prior to issuance of a temporary or permanent certificate of occupancy). (f)Tap Fees; Town Obligations Upon Assuming Authority Obligations. If the Town undertakes to provide water service to the Property in connection with dissolution of the Authority o r otherwise, the Town shall charge water tap fees and usage charges to users within the Property on a uniform, non-discriminatory basis with other users within the Town. The Town shall remit monthly to TCMD,With respect to such water tap fees collected by the Town for providing water service to any u ser within the Property, the Town shall remit 100% of all such fees on a monthly basis: (A) if collected during the 2013 Bond Repayment Period, to TCMD or to VMD, as required by the 2013 Reissue Documents during the 2013 Bond Repayment Period; or (B) if collected after expiration of the 2013 Bond Repayment Period, either (1) to TCMD,or, (2) if the Town receives written notice from TCMD disclaiming an interest in all or a portion of such fees for a stated period of time and so directing the Town, the stated portion to VMD during the stated period,the stated portion to TCMD during and after the stated period, and in any event in accordance with the terms and conditions set forth in such written notice. The Town’s obligation to remit such water tap fees pursuant to this Section 3.4(f)shall be subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution,100% of all water tap fees collected by the Town with respect to providing water service to any user of the Property. Alternatively, the Town may direct that all such users remit water tap fees directly to TCMD and or VMD in accordance with clauses (A) and (B) above.The Town expressly disclaims any right, title or interest in or to any water tap fees payable in connection with development within the Property, and acknowledges that all such water tap fees constitute District Revenues and,are the property of, and shall be due and payable to,TCMD and/or VMD in accordance with clauses (A) and (B) above. 3.5 Sanitary Sewer. The Sanitation District, rather than the To wn, provides sanitary sewer service to the Project. The topography of Planning Area K, the size of the lots contained in Planning Area K, the relative remoteness of Planning Area K from the rest of the Project and from 21 1001679.22 FINAL 1044033.12 the facilities of the Sanitation District, together with the comparative ease of servicing Planning Area K with individual septic tank and leach field systems, render all or designated areas within Planning Area K appropriate for exclusion from the Sanitation District. Accordingly, the Town will not oppose the proposed exclusion from the Sanitation District of all or any part of Planning Area K, whether initiated by Master Developer or the Developer of such portion of Planning Area K. 3.6 Drainage Plans; Stormwater Management. Drainage plans and stormwater management plans required in connection with the processing of any Development Application shall be in accordance with the terms and conditions of the PUD Guide. Wi thout limitation of the foregoing, in processing any Development Application, the To wn shall incorporate the assumptions of the drainage study prepared by David Johnson for the Property with respect to reducing the calculated stormwater flows, management and detention requirements based on the mitigating effect of vegetation within the Property, and the assumptions set forth therein shall govern and control over any conflicting provisions or assumptions in the Town’s drainage master plan. However, if the To wn amends its drainage master plan, which amendment results in less restrictive or less burdensome provisions than set forth in the David Johnson drainage study, such less restrictive or less burdensome provisions in the To wn’s drainage master plan shall apply to the Property. 3.7 Land Dedications. A s generally d escribed in Recital K, prior to the Execution Date the pertinent Landowner fully performed certain land Dedication obligations specifically required to be performed pursuant to the Original Agreement, and all such Dedications shall be deemed to have been granted Final Acceptance. This Section 3.7 sets forth the sole unperformed and/or additional obligations of Master Developer, EMD, the Developer Affiliates, or any pertinent Landowner to Dedicate land (subject, however, to adjustment pursuant to Section 3.9(b), if applicable), and the assumptions underlying the Finance Plan are expressly based upon and reliant on the specific land Dedication requirements set forth in this Section 3.7. Accordingly, except as otherwise set forth below, during the Term and notwithstanding any current or future provision of the Municipal Code to the contrary (except pursuant to Section 3.9(b), if applicable), the To wn shall not impose any land Dedication requirement, impact fee requirement or development exaction of any sort, except for the following, the performance of which together with prior land dedications and related exactions fully s atisfies and extinguishes any d edication, impact fee and/or development exaction obligations pertaining to or in connection with development of the Project: (a)School Site Dedication. The Original Agreement set forth certain requirements regarding the Dedication of land or cash in lieu thereof to address the impact of the Project on the school system. Pursuant to the Settlement Term Sheet, the school site provision of the Original Agreement has been modified as set forth in this Section 3.7(a) and, as of the Effective Date, Ordinance No. 06-17 and all conditions and restrictions set forth therein are rendered legally inoperative, void and of no further force or effect. (i)Parcels to be Conveyed. The following conveyances (collectively, the “School Site Dedication”) shall constitute full satisfaction of all requirements under the Municipal Code (as in effect from time to time)and other current or future Town regulations with respect to mitigation of the Project’s impact on the school system: 22 1001679.22 FINAL 1044033.12 (A)Concurrently with the Effective Date, TC-RP conveyed to the Town the approximately 3.536 acre Site designated on the PUD Master Plan as Planning Area E (i.e., Lot 3, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date)). Neither TC-RP, Master Developer, TCMD,VMD,any D eveloper Affiliate nor any Landowner (other than the Town or a state accredited educational entity to which the To wn has conveyed such Site) shall have any obligation with respect to provision of any Public Improvements or other on-site or off-site improvements for Planning Area E, all such obligations being the sole responsibility o f the Town. A ccordingly, the Town hereby grants Final Acceptance with respect to Dedication of Planning Area E. (B)EMD (or the Landowner at the pertinent time), shall Dedicate to the To wn an approximately 3.764 acre Site within Planning Area I upon Recording of the initial final subdivision plat within Planning Area I. N either EMD (or the then-Landowner), TCLLC, TCMD,VMD,any Developer Affiliate, or any other Landowner (other than the To wn or a state accredited educational entity to which the To wn has conveyed such Site) shall have any obligation with respect to provision of any Public Improvements for the approximately 3 .764 acre Site within Planning Area I. Accordingly, the Town shall grant Final Acceptance with respect to Dedication of the Planning Area I Site concurrently with Recording of the conveyance documents and no Acceptance, assurance of completion requirement or warranty period requirements shall apply. Access to the Planning Area I Site from a public street and extension of utilities and other Public Improvements shall be addressed through the final subdivision plat process. (ii)Use Restriction. Notwithstanding anything to the contrary set forth in the Municipal Code (as in effect from time to time) or any other statute, ordinance, regulation or the like, use of the School Site Dedication parcels shall be restricted to state accredited education facilities serving grades K through 12 (or any portion of such grades). Each special warranty deed conveying a School Site Dedication parcel shall incorporate the foregoing use restriction, which use restriction shall be independently enforceable as a deed restriction and not merged into or construed to preclude enforcement of the use restriction imposed by this Section 3.7(a)(ii). Any use of the School Site Dedication parcels shall be subject to prior approval by the Design Review Board, including potential future uses including but not limited to pre-school, day care, community education, cultural, and/or are classes, museum, or recreational. (iii)Form of Conveyance. Conveyance of the Planning Area I School Site Dedication parcel shall be by special warranty deed in the form attached as Exhibit B to this Development Agreement, shall be without any reversionary clause, subject to all matters of Record other than monetary liens, and shall contain an express use restriction consistent with the foregoing Section 3.7(a)(ii). Conveyance of the Planning Area E School Site Dedication parcel was effected by Recording of a special warranty deed in the form attached as Exhibit B to this Development Agreement, without any reversionary clause, subject to all matters of Record other than monetary liens, and containing an express use restriction consistent with the foregoing Section 3.7(a)(ii). 23 1001679.22 FINAL 1044033.12 (iv)Additional Conditions. (A)Any use undertaken and any improvements constructed or installed within the School Site Dedication parcels shall comply with the terms of the Development Plan and shall be subject to review and approval by the Design Review Board. Prior to development of the School Site Dedication parcels for school purposes, the To wn shall be responsible for installing and maintaining any improvements permitted to be made within the School Site Dedication parcels in accordance with the use restriction referenced in Section 3.7(a)(ii). After Dedication of the School Site Dedication parcels to the Town, the Town shall be responsible for controlling all noxious weeds within the School Site Dedication parcels. (B)If Eagle County School District demonstrates a need for a school site within the Project based on the impact of development within the Project, the To wn, Master Developer and EMD shall use best efforts to combine the park land dedications contemplated in Section 3.7(d) with the Planning Area I School Site Dedication parcel to create a consolidated site of sufficient size to meet the reasonable needs of the Eagle County School District. The preceding sentence shall not be construed to have the effect of: (i) creating a legal right of Eagle County School District to obtain a school site within Planning Area I or any other area of the Property; (ii) creating any legal obligation of the To wn, EMD, Master Developer or any Landowner or Applicant to provide a school site on Planning Area I or any other area of the Property to the Eagle County School District; or (iii) creating a legal obligation of the To wn, EMD, Master Developer, any Landowner or any Applicant to combine the park land Dedication with the Planning Area I School Site Dedication parcel. E agle County School District shall not be construed to be, and the Parties expressly intend that Eagle County School District shall not be, an Intended Beneficiary. (C)The Town may lease or convey such School Site Dedication parcels to educational districts or organizations upon such terms as the To wn determines in its sole discretion provided that: (i)such lease or conveyance shall be for nominal consideration; and (ii) such lease or conveyance shall be expressly subject to the use restriction established pursuant to Section 3.7(a)(ii) and the applicable deed restriction as contemplated by Section 3.7(a)(iii). (b)Dedication of Planning Area B. Concurrently with the Effective Date, TC-RP has conveyed to the Town the approximately 4.1 acre Site designated on the PUD Master Plan as Planning Area B (i.e., Lot 2, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date)). Neither TC-RP, Master Developer, TCMD, VMD nor any Landowner (other than the To wn) shall have any obligation with respect to provision of any Public Improvements or other on-site or off-site improvements for Planning Area B, all such obligations being the sole responsibility of the Town and not of AURA. Accordingly, the To wn hereby grants Final Acceptance with respect to Dedication of Planning Area B. Any construction of buildings or facilities or landscaping improvements on Planning Area B, or any Public Improvements required in connection with the 24 1001679.22 FINAL 1044033.12 To wn’s development of Planning Area B, shall be subject to prior approval by the Design Review Board. The Town may create a plan for the development and use of Planning Area B, which may be adopted by the Design Review Board, and which shall then serve as a guide for review of uses and development of Planning Area B by the Design Review Board. Any use or plan for use of Planning Area B shall allow and incorporate the ability to construct for storage and/or augmentation purposes a water feature which can provide at least 2 acre feet of water storage (which shall not exceed a total surface area of 0.6 acres, including inflow and outflow on Planning Area B). Notwithstanding the preceding sentence, the To wn shall have the right to maintain and operate as public open space all or a portion of Planning Area B which is not yet developed in accordance with this Section. P ursuant to the PUD Guide, the To wn shall administratively p rocess and approve subdivision re-platting of Planning Area B to adjust the boundary of Planning Area B in connection with final development of an adjacent Planning Area. The To wn shall not unreasonably deny, condition or delay final action with respect to a Development Application to administratively re-plat Planning Areas B as provided herein. Until such time as Planning Area B is developed or improvements are constructed thereupon that preclude use of Planning Area B for snow storage, the To wn and Master Developer (or its assignee(s)) shall have the right to use Planning Area B for snow storage in accordance with the terms of the Revocable License Agreement. (c)Planning Areas OS-5 and OS-6. EMD (or the Landowner at the pertinent time) shall convey P lanning Areas OS-5 and OS-6 to the To wn concurrently with Recording of the initial final subdivision plat for Planning Area I. Neither EMD (or the then-Landowner), Master Developer, VMD nor TCMD shall have any obligation with respect to provision of any Public Improvements for Planning Areas OS-5 and OS-6. Accordingly, the To wn shall grant Final Acceptance with respect to Dedication of Planning Areas OS-5 and OS-6 concurrently with Recording of the conveyance documents and no Preliminary Acceptance or warranty period requirement shall apply. Such conveyance shall be by special warranty deed in the form attached as Exhibit B to this Development Agreement, and shall reserve to grantor (or its assigns, including a District) the right to construct a vehicle/pedestrian bridge crossing across Planning Areas OS-5 and/or OS-6 including the ability to construct and maintain bridge abutments and appurtenant roadways. Planning Areas OS-5 and OS-6 shall be conveyed without any reversionary clause, subject to all matters of Record other than monetary liens. The deed shall contain an express use restriction limiting use of the sites to open space and no other purposes (except those uses reserved to grantor as provided above). The To wn shall be responsible for installing and maintaining all improvements to be made within the open space parcels (other than those improvements grantor may cause to be installed per the reservation described above). After Dedication to the Town, the To wn shall be responsible for controlling all noxious weeds within the open space parcels. Any improvements to be located within Planning Areas OS-5 and/or OS-6 shall be subject to Design Review Board review and approval. (d)Park Site Wi thin Planning Area I, J and/or K. As determined by Master Developer in its sole discretion, Master Developer shall cause the pertinent Developer Affiliate to Dedicate, or EMD (or the Landowner at the pertinent time) shall Dedicate, 5.8 acres of park land to be located within Planning Area I, J and/or K. After Dedication, the Town shall be responsible for improving and maintaining the park lands Dedicated pursuant to this Section 3.7(d)in the To wn’s sole discretion with regard to timing and appropriations. Neither the then-Landowner, Master Developer, VMD nor TCMD shall have any obligation with respect to provision of any Public 25 1001679.22 FINAL 1044033.12 Improvements for, or otherwise to improve, such Dedicated park land acreage. Accordingly, the To wn shall grant Final Acceptance with respect to Dedication of the park land acreage concurrently with Recording of the conveyance documents and no Preliminary Acceptance or warranty p eriod requirement shall apply. T he foregoing obligation may b e accomplished by o ne or more conveyances totaling not less than 5.8 acres in the aggregate. S uch conveyance(s) shall be by special warranty deed in the form attached as Exhibit B to this Development Agreement, without any reversionary clause, subject to all matters of Record other than monetary liens. The deed(s) shall contain an express use restriction limiting use of the Site(s) to, as applicable to the particular Site, public park purposes and no other purposes, but which may include trail heads, trail connections, dog park, or natural park (i.e., wetland/natural resource protection area, hillside slopes, view planes, streambed/buffer and similar natural condition preservation areas). T he To wn shall be responsible for installing and maintaining all improvements to be made within the park site(s), and for controlling all noxious weeds within the park site(s). 3.8 Exactions, Fees and Payments. As generally described in Recital K, prior to the Execution Date development exactions, fees and payments required to be performed and/or made pursuant to the Original Agreement were fully or partially performed and, to the extent partially performed are hereby waived and extinguished pursuant to the Settlement Term Sheet and this Development Agreement. This Section 3.8 sets forth the sole and exclusive obligations and requirements with respect to exactions, impact fees and payments required in connection with development of the Project during the Term (subject, however, to adjustment pursuant to Section 3.9(b), if applicable), and the assumptions underlying the Finance Plan are expressly based upon and reliant on the specific land Dedication requirements set forth in Section 3.7. Accordingly, and notwithstanding any current or future provision of the Municipal Code (except pursuant to Section 3.9(b), if applicable), the To wn shall not impose exactions or fees upon development within the Property for impacts related to schools, fire protection, emergency services, municipal facilities, public transit, municipal parks or open space which are in addition to the exactions, fees and payments described in this Development Agreement and/or the PUD Guide, or which have been previously paid or performed under the Original Agreement (such exactions, fees and payments fully satisfying and extinguishing any impact fee and/or development exaction obligations in connection with development of the Project). 3.9 Other Generally Applicable Ta xes, Assessments and Fees. (a)General. All current and future taxes, and all current and future assessments and fees (other than the exactions, development impact fees and payments addressed by S ection 3.8), imposed by the Town on a uniform and non-discriminatory basis within the Town and not expressly addressed in this Development Agreement or in the PUD Guide shall apply in the same manner and to the same extent within the Property as within the rest of the Town. (b)Density Increases by PUD Guide Amendment. The land dedication obligations set forth in Section 3.7 and the exaction, fee and payment obligations set forth in Section 3.8 are, as stated in such provisions, the sole and exclusive obligations with respect to such matters; provided, however, that such obligations are predicated on the maximum residential and commercial densities permitted by the PUD Guide in effect as of the Effective Date (including the minimum residential and commercial densities set forth therein for Planning Area I). A ccordingly, to the extent the PUD Guide in effect as of the Effective Date is amended after the Effective Date 26 1001679.22 FINAL 1044033.12 to increase the maximum commercial and/or residential densities permitted by the PUD Guide (as so amended), the Town shall have the right to evaluate the impacts of such increased densities and to condition approval of such PUD Guide amendment on the imposition of additional land dedication and/or exaction, fee or payment obligations that correspond to the increment of increased density approved in such amendment. The additional requirements, if any, shall be based on the Municipal Code requirements in effect as of the submittal date of the pertinent PUD Guide amendment as applied only to the increment of increased density approved in such PUD Guide amendment. By way of example, if a PUD Guide amendment is approved which increases the maximum commercial density within the Project by 100,000 square feet, the maximum additional obligation with respect to matters addressed in Sections 3.7 and 3.8 shall be limited to what would be required to mitigate 100,000 square feet of commercial density u nder the Municipal Code requirements in effect on the submittal date of the PUD Guide amendment application. With respect to Planning Area I, any future PUD Guide amendment which establishes the minimum residential and commercial densities stated in the PUD Guide in effect as of the Effective Date shall not result in the imposition of any additional obligations with respect to matters addressed in Sections 3.7 and 3.8, but any amendment which has the effect of approving commercial or residential densities for Planning Area I in excess of the minimum densities stated in the PUD Guide in effect as of the Effective Date may require additional mitigation for the increment of increased density in the manner described above. 3.10 Prioritized Capital Projects. The Parties have identified the subset of Public Improvements set forth in Exhibit D (the “Prioritized Capital Projects”) as having particularly high value in supporting and encouraging the types of development within the areas of the Project that would produce relatively greater District Revenue and Municipal Payment revenues, at relatively less Public Improvement cost, and at a relatively earlier point in the development sequence. It is the Parties’ intent that, subject to market conditions and the terms and conditions of this Development Agreement (including but not limited to Sections 2.5 and 3.3), priority will be placed on supporting and encouraging investment in the Prioritized Capital Projects in order to support and encourage development to occur within Planning Areas A, C, D, F and J such that the Supplemental Bond capacity available pursuant to the Financing Plan is utilized to encourage development that has a relatively greater probability of producing relatively greater increases in District Revenue and Municipal Payments. Accordingly, unless the Town and Master Developer agree otherwise in writing, the following requirements shall be binding: (a)East Beaver Creek Boulevard. Until such time as AURA has fully funded completion of East Beaver Creek Boulevard as contemplated by Section 6.7(g)(i) or such earlier time as East Beaver Creek Boulevard has been completed as a through road, $6,200,000 (adjusted as stated below) of the Credit PIF Cap shall be reserved to fund completion of East Beaver Creek Boulevard in its permanent alignment in the manner contemplated by and subject to the terms, conditions, phasing,design standards and construction timing obligations set forth in the PUD Guide and Sections 3.3(b)(iii)and 3.3(c)of this Development Agreement. The foregoing amount shall be reduced from time to time in an amount equal to the amount of Capital Project Costs (whether utilizing Credit PIF Revenues or TIF Revenues) for each phase of East Beaver Creek Boulevard that is granted Preliminary Acceptance, excluding from such reduction the Capital Project Costs, if any, attributable to any interim connection that is not incorporated into the permanent alignment of East Beaver Creek Boulevard as a through road pursuant to Section 3.3(c)(iii). Any portion of the foregoing reserved amount that has not been utilized upon 27 1001679.22 FINAL 1044033.12 completion of the permanent alignment of East Beaver Creek Boulevard as a through road, or upon a determination that the LOS requirement stated in Section 3.3(c)(iii)has been satisfied upon full build-out of Lot 1, shall be released and made available to fund other Cap Amounts as provided in Section 3.10(c). (b)Other Reserved Funds. Of the total Supplemental Bond capacity available under the Credit PIF Cap, a total of $17,500,00016,843,441.44 (inclusive of the $6,200,000 reserved pursuant to Section 3.10(a)) shall be reserved to fund Capital Project Costs incurred in connection with construction of the Prioritized Capital ImprovementsProjects. (c)Balance of Supplemental Bond Capacity. The Districts may utilize the balance of the Supplemental Bond Capacity available under the Credit PIF Cap (after reservation and utilization of the funding capacity as described in clauses (a) and (b) above)may be utilized in TCMD’s discretion to fund other Cap Amounts, with the prioritization of the Capital Projects so funded determined in the applicable District’s discretion (but subject to prioritization requirements set forth in any facilities funding agreement as in effect from time to time)and subject to the particular District having been assigned the right to receive and utilize such Credit PIF Revenues pursuant to the PIF Covenants and any applicable agreement regarding the assignment of such Credit PIF Revenues. 3.11 Landscaping/Visual Mitigation for Hurd Lane/Eagle Bend. In order to provide off-site mitigation for the benefit of the residents of Hurd Lane and Eagle Bend,Master Developer will, subject to receiving the right-of-way license or other form of approval from the Town and as otherwise subject to the terms and conditions of this Section 3.11,cause the following to be installed, in locations mutually determined by Master Developer and the Town, within the Hurd Lane right-of-way (which is owned by the Town): (i) 75 each of 10’Colorado Spruce Trees (either Blue or Green); (ii) 55 each of 6-7’Lilacs; and (iii) Irrigation –Drip poly tubing with three emitters per plant. Master Developer will be responsible for the cost of the planting materials, delivery of same to the site, labor and equipment for planting of the plant materials, and for parts and installation of the irrigation system. Installation will be undertaken during the planting season in the spring of the year following the Effective Date. The Town will be solely responsible, at its sole expense, to provide the water tap(s) and water rights (from the Town’s water rights inventory) for irrigation of the plant materials, any vaults(s) required for the tap connection, for irrigation of the plant materials, and for maintenance and replacement of the planted materials commencing on the day of installation. Additionally, the Town shall have the obligation to provide a license or other form of legal right as may be necessary to enable Master Developer to perform such plantings, and Master Developer shall have no obligation to perform such plantings unless/until the Town has issued the appropriate license or similar form of approval to perform the work in the right-of-way. From and after the initial installation, Master Developer shall have no further obligation with respect to the plant material or irrigation system, such obligations being fully assumed by the Town as of the date of installation. Master Developer may satisfy this obligation with the Town’s consent by tendering a cash payment to the Town in an amount acceptable to the Town for the sole purpose of purchasing and installing the landscaping/visual mitigation described herein, and if the Town receives and accepts such cash payment then the Town shall provide to Master Developer a written acknowledgement and release that Master Developer has satisfied in full its obligations in this Section 3.11. 28 1001679.22 FINAL 1044033.12 ARTICLE 4 MUNICIPAL SERVICES; OBLIGATIONS OF TOWN AND AURA 4.1 Municipal Services. The Town shall have the ongoing responsibility and obligation to provide all municipal services to the Property and the Project including, without limitation, police protection, snow removal and road maintenance, maintenance (including repair and replacement) of streetscape improvements and landscaping within public road rights-of-way, bus transportation services, asphalt overlay of public roads, building code enforcement and other administrative services equivalent (except as expressly modified or qualified by Sections 3.3(b), 3.4, 4.2(c) and 4.2(d))to those services provided to any other area of the Town on a uniform and non-discriminatory basis (collectively, the “Municipal Services”). The Parties acknowledge the To wn provides public transit services as part of the Municipal Services based on a variety of factors including demand, the To wn’s transit planning policies, funding availability and similar considerations and, accordingly, does not provide public transit service within all areas of the To wn or make a representation or commitment regarding when and to what extent the Town may provide public transit service within the Property. As such, the To wn shall not deny any Development Application based on a lack of transit services or the inability of the To wn to provide transit services, and no approval of a Development Application shall be conditioned upon any party or entity other than the To wn providing transit services. The Town’s receipt of Municipal Payments during the Term as generally described in Section 6.5, together with the additional revenues described in Section 6.16, is in consideration of the Town’s providing Municipal Services. The Municipal Payments and additional revenues described in Section 6.16 shall be conclusively deemed and construed to fully offset the Town’s cost of performing its Municipal Services obligations pursuant to this Development Agreement, such that no Party shall assert or claim that such Municipal Payments revenues are either inadequate or excessive, no Party shall assert or claim any right to an increase in or a reduction of such Municipal Payments revenues, and the Town shall not withhold, suspend or terminate the provision of any of the Town’s Municipal Services obligations pursuant to this Development Agreement. After expiration of the Term, the Town shall continue to provide Municipal Services in accordance with the Town’s general obligation to provide municipal services throughout the Town. 4.2 Town Obligations. Without limiting or negating any Town obligation set forth in another Article of this Development Agreement or narrowing by implication the Town’s obligations pursuant to Section 4.1, the Town shall perform the following obligations: (a)Tax Credit. As contemplated by the Original Agreement and codified at Sections 3.08.035, 3.12.065 and 3.28.075 of the Municipal Code (as in effect on the Execution Date), the To wn has established the Ta x Credit. During the Te rm, the To wn shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Tax Credit from attaching to Ta xable Tr ansactions occurring within the Project, including but not limited to enacting an y amendment to Sections 3.08.035, 3.12.065 and/or 3.28.075, or to any other provision of the Municipal Code, that would have such effect. (b)Cooperation in Implementation of Add-On RSF. As more particularly set forth in Section 6.5(d), the Town will cooperate with the PICs to effect the implementation of the Add-On RSF with respect to existing and future retail businesses within the Project, including but not limited to: (i) assisting in the coordination and implementation of reporting forms; (ii) 29 1001679.22 FINAL 1044033.12 participating with the PICs in meetings with representatives of such retailers regarding the nature and purpose of the Add-On RSF; and (iii) such other steps and actions as the PICs may request from time to time. (c)Assumption of TCMD Maintenance Obligations. From and after the Effective Date, the To wn shall assume and be responsible for the performance of all of TCMD’s and VMD’s current and future maintenance, repair and replacement obligations with respect to Public Improvements (including but not limited to all Dedicated and Accepted public road right--of--way landscaping, Nottingham Dam, Nottingham-Puder Ditch, irrigation systems and water wells, the wet well located within PA-F, tree replacements and, subject to Section 3.3(b)(iv), snow removal). The Town shall have sole discretion to determine the appropriate maintenance of Nottingham Dam, which shall include but is not limited to maintenance, repair, replacement, improvement, expansion, decommission, removal and deferral of any activity. Notwithstanding the forgoing, TCMD and/or VMD shall retain responsibility to cause the following obligations to be performed utilizing District Revenues available to itthem for such purposes: (i)Parking Structures. Maintenance of the existing Traer Creek Plaza public parking structure located within Lot 2, Final Plat, The Village (at Avon) Filing 1, Recorded on May 8, 2002, at Reception No. 795007 (identified as “Unit 1” or the “Parking Unit” in the Condo Plat Map Recorded on the Effective Date)and, except to the extent TCMD and the Town, TCMD and/or VMD otherwise agree in writing, any additional public parking facilities or structures that TCMD, VMD or another District may construct in the future. (ii)Lot 2 Internal Landscaping. Any landscaping maintenance obligation with respect to Lot 2, Final Plat, The Village (at Avon) Filing 1, Recorded on May 8, 2002, at Reception No.795007 to the extent arising from TCMDa District’s status as owner of the Traer Creek Plaza public parking structure located therein (identified as “Unit 1” or the “Parking Unit” in the Condo Plat Map Recorded on the Effective Date). (iii)Tract E. Maintenance of the park and flag pole located within Tract E, Final Plat, The Village (at Avon) Filing 1, Recorded on May 8, 2002, at Reception No. 795007. (d)Asphalt Overlays. Subject to the terms and conditions of the Asphalt Overlay Agreement and Section 6.6, the To wn shall perform asphalt overlays for all Dedicated public roads located in the Project subject to the following terms and conditions: (i)Prior to Te rmination of Joint Funding. Until the shared funding contributions terminate pursuant to Section 6.6(b): (A)The Town shall commence overlays on Dedicated roads within the Project at such time as jointly determined necessary by the Town and TCMD. (B)As more particularly set forth in the Asphalt Overlay Agreement (including but not limited to Section 5(b) thereof regarding deemed 30 1001679.22 FINAL 1044033.12 consent under certain facts), TCMD and the Town each must provide written approval prior to the release of any funds from the Asphalt Overlay Account. (C)The To wn’s obligation to perform asphalt overlays shall be limited to the amount accumulated within the Asphalt Overlay A ccount. (D)The To wn’s obligation to deposit funds into the Asphalt Overlay Account shall be limited to the portion of the Municipal Payments the Add-On RSF Collection Agent deposits on behalf of the Town pursuant to Section 5.2(c), and the To wn shall have no obligation to contribute funds from any other source. (ii)After Te rmination of Joint Funding. From and after the date upon which the shared funding contributions terminate pursuant to Section 6.6(b): (A)The Town shall be solely responsible for all costs of asphalt overlays for Dedicated public roads in the Project. (B)The Town shall schedule and perform such asphalt overlays in a manner materially consistent and commensurate with other public roads in the To wn having similar characteristics in terms of traffic volume, age of road surface and similar factors. (e)Easement for Access to Planning Area I. As of the Execution Date, the Town has acquired fee title to the Forest Service Village Parcel. The Town agrees and covenants that the Town shall provide consent,as the owner of the Forest Service Village Parcel,to EMD (or to the then-Landowner of Planning Area I) to submit a subdivision application for the Forest Service Village Parcel to plat and dedicate a public road right-of-way and to construct a public road in accordance with the applicable procedures and standards set forth in the PUD Guide and the Municipal Code. The Town has executed the Covenant and Temporary Easement Agreement in the form set forth in Exhibit C and shall cause the Covenant and Temporary Easement Agreement to be Recorded on the Effective Date (or as soon thereafter as practicable)and prior to the Town Recording any conservation easement or any other real estate instrument which may limit the ability to plat a public road right-of-way or construct a public road. The Covenant and Temporary Easement Agreement shall run with the land and any conveyance or grant by t he Town of any interest in the Forest Service Village Parcel shall be expressly subject to the Covenant and Temporary Easement Agreement. The Town, as owner of the Forest Service Village Parcel, shall cooperate with EMD (or the then-Landowner of Planning Area I) with respect to establishing the alignment and platting of the right-of-way for the public road over the Forest Service Village Parcel. Construction, Dedication and Acceptance of the public road over the Forest Service Village Parcel shall be pursuant to the pertinent Public Improvement Agreement and the Covenant and Temporary Easement Agreement shall terminate upon Final Acceptance of the pertinent Public Improvements on the Forest Service Village Parcel. S hould the Town not have acquired the Forest Service Village Parcel prior to such time as access is needed to commence the process for constructing an access road to Planning Area I, the Town agrees to acknowledge, confirm and represent to the owner of the Forest Service Village Parcel that the PUD Master Plan approved by 31 1001679.22 FINAL 1044033.12 the Town depicts a road crossing the Forest Service Village Parcel to provide access to Planning Area I. (f)Service Plans. The Town has adopted Ordinance No. 12-10 which amends Chapter 18 of the Municipal Code to state that certain that provisions concerning material modification do not apply to TCMD and VMD. During the Term, the Town shall maintain the foregoing amendment to Chapter 18 of the Municipal Code in effect without modification, shall not take any action to explicitly or implicitly repeal, reinstate, alter or re-impose those provisions of Chapter 18 of the Municipal Code from which TCMD and VMD were exempted by o peration of Ordinance No. 12-10, and shall not impose other regulations which would have the effect of establishing definitions, requirements or procedures concerning the determination of material modification as applied to TCMD and VMD that are inconsistent with, more rigorous than or otherwise expand the scope of such determination as set forth in Colorado statues as may be amended from time to time. (g)Urban Renewal. If it is determined that Lot 1 will be included within an urban renewal area and if the Town seeks consent of the Master Developer and Landowner(s) in accordance with Section 6.7, the Town shall, utilizing all authority l egally available to it as a home rule municipality under Colorado law, take such steps as may be necessary to assure compliance with the conditions set forth in Section 6.7. 4.3 AURA Obligations. If it is determined that Lot 1 will be included within an urban renewal area and if the Town seeks consent of the Master Developer and Landowner(s) in accordance with Section 6.7, AURA shall take such steps as may be necessary to assure compliance with the conditions set forth in Section 6.7 and the related obligations set forth in Section 6.17. ARTICLE 5 OBLIGATIONS OF DISTRICTS, PICS, MASTER DEVELOPER, EMD AND DEVELOPER AFFILIATES 5.1 Obligations of TCMD and/or VMD. Without limiting or negating any TCMD or VMD obligation set forth in another Article of this Development Agreement, TCMD and/or VMD, as applicable,shall perform the following obligations: (a)Asphalt Overlay. TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period) shall perform its obligationsthe funding obligation with respect to funding of the Asphalt Overlay Account in accordance with the terms and conditions of Section 6.6(a)(iii). (b)Notice of Financings. TCMD and VMD shall give to the Town forty-five (45) days’ prior written notice of itstheir respective intent to finance and/or construct any Capital Projects utilizing Supplemental Bonds. (c)Add-On RSF. TCMD and VMD shall cooperate with the PICs to the extent reasonably necessary and appropriate in the imposition and administration of the Add--On RSF. TCMD and VMD will cooperate with the PICs to effect the implementation of the Add--On RSF with respect to existing and future retail businesses within the Project, including but not limited to: 32 1001679.22 FINAL 1044033.12 (i) assisting in the coordination and implementation of reporting forms; (ii) participating in meetings with representatives of such retailers regarding the nature and purpose of the Add-On RSF; and (iii) such other steps and actions as the PICs may request from time to time. During the Te rm and provided the Town is performing its obligation to maintain the Tax Credit in effect, neither TCMD nor VMD shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Add-On RSF from attaching to applicable retail sales transactions occurring within the Project. (d)Utilization of Credit PIF Revenues. During the Term, TCMD and VMD shall utilize Credit PIF Revenues only for the Permitted Uses as set forth in Section 6.2(a) and shall apply Credit PIF Revenues in the priority set forth in Sections 6.9(b), 6.9(c)and 6.9(d). (e)Cooperation and Compliance. TCMD shall provide its reasonable cooperation and compliance with applicable legal requirements to allow a lawfully eligible candidate designated at the option of BNP to be elected or appointed as a director of TCMD. 5.2 Obligations of PICs. (a)Credit PIF. During the Term, the PICs shall take all legally available actions to maintain the Credit PIF in effect and shall take no action to modify, terminate, suspend or otherwise interfere with TCMD’s and/or VMD’s right to receive and utilize their respective portions of the Credit PIF Revenues for the purpose of performing their respective obligations pursuant to this Development Agreement. (b)Add-On RSF. Concurrently with the Effective Date, the board of directors of each PIC has caused the Recording of an amendment to the respective PIF Covenants having the effect of imposing the Add-On RSF. In order to effectuate the Parties’ intent regarding the collection and remittance of the Add-On RSF Revenues, each PIC, the Town and the Add-On RSF Collection Agent have executed and legally entered into an Add-On RSF Collection Services Agreement. During the Term and provided the Town is performing its obligation to maintain the Tax Credit in effect, each PIC shall: (i)Collection of Add-On RSF. Pursuant to its authority under and in accordance with the terms and conditions of the PIF Covenants,take all legally available actions to maintain the Credit PIF in effect,continue to impose the Add-On RSF and undertake to cause the collection and remittance of the Add-On RSF Revenues by or to the Add-On RSF Collection Agent for disposition in accordance with the applicable Add-On RSF Collection Services Agreement and the terms and conditions of this Development Agreement. (ii)Remittance of Municipal Payments. (A)Undertake to cause the Add-On RSF Collection Agent to remit to the Town all Municipal Payments as and when due pursuant to the terms and conditions of the applicable Add-On RSF Collection Services Agreement and this Development Agreement. 33 1001679.22 FINAL 1044033.12 (B)Take no action to modify, terminate, suspend or otherwise interfere with the Town’s right to receive and utilize the Municipal Payments in the manner and for the purposes authorized pursuant to this Development Agreement and the applicable Add-On RSF Collection Services Agreement. (c)Asphalt Overlay Account. As more particularly set forth in the Add-On RSF Collection Services Agreement, the PICs (jointly w ith the Town) shall cause the Add-On RSF Collection Agent to deposit the designated portion of the Municipal Payments into the Asphalt Overlay Account on behalf of the Town as follows: (i)Initial Five Ye ars. Commencing in 20132014 and continuing through and including November 1, 2017,2018,the Add-On RSF Collection Agent shall deposit into the Asphalt Overlay Account the first $120,000.00 (ONE HUNDRED TWENTY THOUSAND DOLLARS) of Municipal Payments actually received by the Add-On RSF Collection Agent. (ii)Subsequent Ye ars. Commencing in 20182019 and continuing through and including the date on which termination occurs pursuant to Section 6.6(b), the Add--On RSF Collection Agent shall deposit into the Asphalt Overlay Account the first $75,000.00 SEVENTY FIVE THOUSAND DOLLARS) of Municipal Payments actually received by the Add-On RSF Collection Agent. (iii)Post-Te rmination. From and after the date on which termination occurs pursuant to Section 6.6(b), the PICs (jointly with the Town) shall cause the Add-On RSF Collection Agent to remit all Municipal Payments directly to the To wn as otherwise provided in the Add-On RSF Collection Services Agreement and in accordance with the terms and conditions of Section 5.2(b). 5.3 Obligations of Master Developer. Without limiting or negating any Master Developer obligation set forth in another Article of this Development Agreement, Master Developer shall perform the following obligations: (a)Asphalt Overlay. Master Developer shall perform its obligations with respect to funding of the Asphalt Overlay Account in accordance with the terms and conditions of Section 6.6(a)(iv). (b)Conveyance of Park Site in Planning Areas I, J and/or K. Pursuant to Section 3.7(d), Master Developer shall cause the then-current Landowner to convey to the Town such sites within Planning Areas I, J and/or K as may be determined necessary or desirable in satisfying such obligation. (c)Add-On RSF. M aster Developer shall cooperate with the PICs to the extent reasonably necessary and appropriate in the imposition and administration of the Add-On RSF. Master Developer will cooperate with the PICs to effect the implementation of the Add-On RSF with respect to existing retail businesses within the Project, including but not limited to assisting in the coordination and implementation of reporting forms, meetings with representatives of such retailers regarding the nature and purpose of the Add-On RSF and such other steps and actions as the PICs may request from time to time. During the Te rm and provided the Town is performing its 34 1001679.22 FINAL 1044033.12 obligation to maintain the Tax Credit in effect, Master Developer shall take all legally available action to cause the PICs to impose, collect and remit the Add-On RSF as required pursuant to this Development Agreement, and Master Developer shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Add-On RSF from attaching to applicable retail sales transactions occurring within the Project. (d)Urban Renewal. If it is determined pursuant to Section 6.7 that Lot 1 will be included within one or more urban renewal areas, Master Developer shall take such steps, and cause Developer Affiliates to take such steps, as may reasonably be necessary to provide timely and full cooperation in establishing such urban renewal area(s) and related urban renewal plan(s), subject to full compliance with the conditions set forth in Section 6.7. The foregoing shall not be construed to constrain any Landowner from pursuing any property tax appeal proceeding or change in tax classification of any portion of the Property, nor shall it be construed to require any Landowner to cause or consent to a change in tax classification of any portion of the Property. (e)Property Interest. Concurrently with the Effective Date, Master Developer has caused the execution and delivery of an instrument conveying to BNP’s designee a property interest sufficient to qualify such BNP designee for election or appointment to hold the office of director of TCMD. P ursuant to this Section 5.3(e)and the terms and conditions of such instrument (and any replacement instrument executed to accommodate a BNP replacement designee or any replacement property interest), Master Developer shall have an ongoing obligation to cause such BNP designee (or any replacement designee) to hold a sufficient property interest until such time as there are no outstanding obligations to BNP under the TCMD Reissue Documents or any subsequent reissue or refunding of such bonds. (e)(f) Landscaping/Visual Mitigation. Master Developer shall perform its obligations with respect to landscaping and visual mitigation as set forth in Section 3.11. 5.4 Obligations of EMD. W ithout limiting or negating any EMD obligation set forth in another Article of this Development Agreement, EMD shall perform the following obligations: (a)Conveyance of School Site in Planning Area I. Pursuant to Section 3.7(a)(i)(B), EMD or the then-current Landowner shall convey to the Town an approximately 3.764 acre Site within Planning Area I for school purposes. (b)Potential Combination of Park and School Sites. EMD or the then-current Landowner shall undertake the efforts contemplated pursuant to Section 3.7(a)(iv)(B) regarding a potential consolidated school/park Site within Planning Area I. (c)Conveyance of OS Tracts. Pursuant to Section 3.7(c), EMD or the then-current Landowner shall convey to the Town the parcels designated in the PUD Master Plan as OS-5 and OS-6. (d)Conveyance of Park Site in Planning Area I. Pursuant to Section 3.7(d), EMD or the then-current Landowner shall convey to the Town such sites within Planning Area I as may be determined necessary or desirable in satisfying such obligation. 5.5 Obligations of TC-RP. TC-RP shall perform the following obligations: 35 1001679.22 FINAL 1044033.12 (a)5.5 Obligation of TC-RP Regarding Add-On RSF. Concurrently with the Effective Date,TC-RP, in its capacity as the “declarant”with respect to the PIF Covenants has caused to be recorded amendments to the PIF Covenants to implement the Add-On RSF. During the Term and provided the Town is performing its obligation to maintain the Tax Credit in effect, TC-RP shall take all legally available action to cause the PICs to impose, collect and remit the Add-On PIF as required pursuant to this Development Agreement, and TC-RP shall not take any action to modify, reduce, terminate, suspend or otherwise prevent the Add-On RSF from attaching to applicable retail sales transactions occurring within the Project. (b)Tank Project Financing. TC-RP shall provide financing for the construction and completion of the Tank Project (together with any refinancing thereof, “Tank Project Financing”) according to the following terms: (i)Funding of Tank Project Financing. TC-RP shall provide sufficient funds for completion of the Tank Project as and when required pursuant to and otherwise in accordance with the terms and conditions of the Tank Agreement. (ii)Reimbursement From Annual Debt Service Obligation. In accordance with the terms and conditions of the Pledge Agreement, the Districts shall utilize the Annual Debt Service Obligation (in the amount of $500,000 per year for a period of thirty (30) years commencing on,or promptly t hereafter as may otherwise be set forth in the Pledge Agreement,the date the Authority permanently rescinds the moratorium on issuance of water taps pursuant to the terms and conditions of the Tank Agreement, such date to be coincident with the date on which the Authority grants “construction acceptance” of that portion of the Tank Project that is required to be Dedicated to and accepted by the Authority) to reimburse TC-RP (and, for purposes of such reimbursement, its successors and/or assigns)for: (A) the principal amount of $7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), which amount shall be a fixed amount that is not subject to increase or decrease, and shall constitute Capital Project Costs that are Net Proceeds and Cap Amounts; and (B) interest at the rate of 5.673% per annum, which interest payments shall constitute Bond Requirements and Non-Cap Amounts. Such obligations shall be paid in accordance with the priority set forth in Section 6.9(b)(i). TC-RP acknowledges and assumes the risk that its obligation to fund the Tank Project pursuant to Section 5.5(b)(i) may require that TC-RP incur Capital Project Costs in a principal amount that exceeds $7,200,000. TCMD shall have no obligation to reimburse TC-RP for any Capital Project Costs incurred by TC-RP with respect to the Tank Project that exceed $7,200,000, and Credit PIF Revenues shall not be utilized to reimburse TC-RP for any such costs. TCMD and the Town acknowledge that the fixed principal amount of $7,200,000 for the Tank Project is an amount that has been verified as a reasonable and appropriate Capital Project Cost for construction of the Tank Project.Subject to Section 5.5(b)(iv), the foregoing principal amount and interest rate will accomplish full amortization of the obligation utilizing the Annual Debt Service Obligation over the thirty (30) year period of the Annual Debt Service Obligation. The Pledge Agreement shall provide “call protection” such that the Tank Project Financing obligation may not be refinanced or otherwise pre-paid utilizing Annual Debt Service Obligation (as described above)funds without TC-RP’s written consent, to be granted or withheld in TC-RP’s sole and unilateral discretion; provided, however, that the foregoing “call protection” shall not 36 1001679.22 FINAL 1044033.12 apply i f the refinancing/pre-payment will also fully refinance/prepay an y sums of principal (but not accrued interest) then owed and unpaid to TC-RP that are categorized as Deferred Reimbursements pursuant to Section 5.5(b)(iv). If the Tank Project Financing is refinanced or otherwise prepaid as provided above, any interest on a Deferred Reimbursement that has accrued and remains unpaid shall remain payable as a Non-Credit PIF Revenue Reimbursement as provided in Section 5.5(b)(iv)(B)2. (iii)Deferred Reimbursement. TCMD has agreed to pay TC-RP interest on $7,200,00 at the greater of 5.673%or the rate applicable to Additional Developer Advances as of the date on which the Authority, pursuant to the terms and conditions of the Tank Agreement,(I) grants construction acceptance for the portion of the Tank Project required to be dedicated to and accepted by the Authority, and (II) permanently rescinds the moratorium on issuance of water taps. If the applicable Developer Advance interest rate exceeds 5.673%, then in each calendar year during which payments are due and owing from the Annual Debt Service Obligation, a difference will exist (such difference being a “Deferred Reimbursement”) between the amount of the annual debt service payment (principal and interest) paid each calendar year from the Annual Debt Service Obligation (at the rate of 5.673% per annum as fixed pursuant to Section 5.5(b)(ii)) and the amount of the annual debt service payment (principal and interest) that otherwise would have been paid in such calendar year had the interest rate been the rate applicable to Additional Developer Advances as provided above. For purposes of determining the amount of such difference in annual debt service payments, the following calculations shall be made as of the date on which both of the Authority actions described in the foregoing clauses (I) and (II) have occurred: (A)the interest rate then applicable to Additional Developer Advances in accordance with Paragraph 6 of Exhibit F (which interest rate shall be fixed as of the pertinent date and shall not subsequently be increased or decreased during the term of the Annual Debt Service Obligation); (B)the amount of the annual debt service payment (principal and interest) that would, using the interest rate resulting from use of the rate described in the foregoing clause (A), be required to fully amortize the $7,200,000 Tank Project cost over a 30-year period;and (C)the amount by which the annual debt service payment (principal and interest) resulting from the foregoing clause (B)exceeds the $500,000 of annual debt service payment resulting from the Annual Debt Service Obligation. If the calculation set forth in the foregoing clause (C) results in a positive number, such amount shall be “capitalized” as a principal Deferred Reimbursement amount and paid, together with accrued interest, in accordance with Section 5.5(b)(iv). (iv)Repayment of Deferred Reimbursement. Payment of each Deferred Reimbursement, and payment of accrued interest on each such Deferred Reimbursement, shall be deferred until such time as TCMD (or its successors and/or assigns)has available 37 1001679.22 FINAL 1044033.12 funds (from a source other than the Annual Debt Service Obligation) to make such payments in accordance with the prioritization set forth in Section 6.9 and otherwise subject to the following terms and conditions: (A)Additional Developer Advance. Subject to Section 5.5(b)(iv)(B), each such Deferred Reimbursement amount shall initially constitute an Additional Developer Advance, shall constitute Net Proceeds that are a Cap Amount that counts against the Credit PIF Cap pursuant to Section 6.2(b)(iv), and shall be paid in accordance with the priority set forth in Section 6.9(b)(v)(B)1. Interest shall accrue and be paid with respect to such Additional Developer Advances in accordance with Section 5.5(b)(iv)(B)2. (B)Non-Credit PIF Revenue Reimbursement. Amounts (whether principal of or interest on the Deferred Reimbursement amounts) that are payable as a Non-Credit PIF Revenue Reimbursement shall not be payable from Credit PIF Revenues,shall not count against the Credit PIF Cap, and shall be paid in accordance with the priority set forth in Section 6.9(c) Additionally: 1.Conversion to Non-Credit PIF Revenue Reimbursement. TC-RP shall have the right in its sole discretion to convert any Deferred Reimbursement amount that is initially characterized as an Additional Developer Advance pursuant to Section 5.5(b)(iv)(A)to a Non-Credit PIF Revenue Reimbursement. If any amount that is initially payable as an Additional Developer Advance (pursuant to Section 5.5(b)(iv)(A)) is subsequently converted to a Non-Credit PIF Revenue Reimbursement (pursuant to this Section 5.5(b)(iv)(B)), an equal amount shall be added back to the unused portion of the Credit PIF Cap to be utilized for other Capital Project Costs. Once converted to a Non-Credit PIF Revenue Reimbursement, the obligation shall remain a Non-Credit PIF Revenue Reimbursement. 2.Interest on Deferred Reimbursement Amounts. Deferred Reimbursements (whether payable as an Additional Developer Advance or payable as a Non-Credit PIF Revenue Reimbursement) shall accrue interest at such rate(s)and shall be payable on such terms as TC-RP and TCMD agree (such interest amounts not being payable from Credit PIF Revenues). ARTICLE 6 FINANCING PLAN 6.1 General. The Credit PIF is imposed to generate Credit PIF Revenues for TCMD and/or VMD to finance and construct Capital Projects, to repay the District Debts and to be utilized for other Permitted Uses. The Tax Credit is granted in consideration of the above-stated uses of the Credit PIF. 38 1001679.22 FINAL 1044033.12 (a)Credit PIF and Town Tax Credit. The PIF Covenants impose the Credit PIF on Taxable Transactions, and the Town has enacted the corresponding Tax Credit. The PICs have pledgedassigned the Credit PIF Revenues to TCMD and the Credit PIF Collection Agent collects the Credit PIF Revenues on TCMD’s behalf pursuant to the Credit PIF Collection Services Agreement. /or VMD, and will further assign and/or re-assign to the Districts portions of the Credit PIF Revenues, to enable each of the Districts to utilize their respective portions of the Credit PIF Revenues for the purpose of performing their respective obligations pursuant to the Financing Plan and this Development Agreement. (b)Expiration of Term; Termination of Town Tax Credit. Except as otherwise provided in Section 6.1(d), TCMD’sthe Districts’right to receive Credit PIF Revenues, the Town’s right to receive Municipal Payments, and the Town’s obligation to maintain the Tax Credit in effect each shall terminate concurrently with expiration of the Term. Upon expiration of the Term and termination of the Town’s Tax Credit, the Town shall be entitled to impose, receive and retain all Town taxes applicable to Taxable Transactions. (c)Termination of Right to Municipal Payments. The Town’s right to receive the Municipal Payments shall terminate concurrently with expiration of the Term and the termination of the Town’s obligation to maintain the Tax Credit as set forth in Section 6.1(b). If the Declarant (as defined in the PIF Covenants) elects to continue the imposition of the Add-On RSF, in whole or in part, after discontinuation of the PICs’ obligation to remit the Municipal Payments to the Town, then the Add-On RSF Revenues may be used for any purpose permitted under the PIF Covenants. Notwithstanding expiration of the Term, the Town shall be entitled to receive Municipal Payments amounts resulting from application of the Add-On RSF to Taxable Transactions that occurred prior to the date upon which expiration of the Term occurs, such amounts to be collected and remitted in accordance with the terms and conditions of the Add-On RSF Collection Services Agreement. Notwithstanding that the Term shall expire upon full payment of the District Debts, the terms and conditions of this Section 6.1(c) shall survive the expiration of the Term. (d)Continuation of Town Tax Credit. If, after the Town’s obligation to maintain the Tax Credit in effect has been satisfied the Town delivers written notice to the PICs that the Town is precluded from terminating the Tax Credit, and the Town has in good faith pursued and failed to accomplish legally available alternatives for terminating the Tax Credit, then for so long as the Tax Credit remains in effect the PICs shall continue to impose the Credit PIF and shall remit to the Town on a monthly basis all Credit PIF Revenues actually collected, less the costs and expenses incurred by the PICs in connection with collecting such Credit PIF Revenues. In such event, the Town shall have no right or interest in any Add-On RSF Revenues, and neither the PICs, TCMD, VMD nor Master Developer shall have any obligation to cause any Municipal Payments to be remitted to the Town. The terms of this Section 6.1(d), if applicable, shall survive termination of this Development Agreement until such time as the Town terminates the Tax Credit. 6.2 Tax Credit; Use of Credit PIF Revenues. As contemplated by the Original Agreement and to partially offset the impact of the Credit PIF, the To wn has established the Ta x Credit in an amount corresponding to the Credit PIF Revenues derived from imposition of the Credit PIF to each Taxable Tr ansaction. During the Term, the Town shall maintain the Tax Credit 39 1001679.22 FINAL 1044033.12 in effect and the Credit PIF Revenues shall be utilized for the Permitted Uses. In implementation of the Settlement Term Sheet, the following terms specify uses of Credit PIF Revenues: (a)Permitted Uses. During the Term, TCMDthe Districts may utilize Credit PIF Revenues to pay the Cap Amounts and the Non-Cap Amounts (collectively, the “Permitted Uses”) and for no other purpose. (b)Credit PIF Cap; Cap Amounts. Subject to reduction by not more than $10,000,000 (Ten Million Dollars) in accordance with Section 6.7 and as otherwise set forth below with respect to unfunded Supplemental Bond capacity, the amount of the following obligations to which Credit PIF Revenues can be pledged is $96,000,000 (NINETY SIX MILLION DOLLARS) (the “Credit PIF Cap”). Only Net Proceeds shall be counted against the Credit PIF Cap (as qualified in clause (i) below). If,as of January 2, 2040, the Net Proceeds of all Supplemental Bonds issued on or before January 1, 2040, are less than the otherwise unused portion of the Credit PIF Cap, the Credit PIF Cap will be reduced in equal amount to the unused Credit PIF Cap. The following (collectively, the “Cap Amounts”) shall count against the Credit PIF Cap: (i)$52,100,000 (FIFTY TWO MILLION ONE HUNDRED THOUSAND DOLLARS), which is the original amount of the TCMD bonds refunded pursuant to the TCMD2013 Bond Reissue. (ii)The$7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), which is the Net Proceeds of the Tank Project Bonds in the approximate amount of $9,000,000 (the precise amount to be established at the time the Water Tank Bonds are issuedFinancing in accordance with Section 5.5(b)(ii). (iii)The Net Proceeds of the Past Developer Advances in the amount stated in Exhibit E. (iv)To the extent issued on or before January 1, 2040,2040: (A)the Net Proceeds of Supplemental Bonds (including Master Developer contributions to the Asphalt Overlay Account only to the extent reimbursable from TCMD using Credit PIF Revenues).;and (B) the amount of any Deferred Reimbursements that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A)(any such amounts that arise pursuant to clause (2) of Section 5.5(b)(iv)being expressly included herein notwithstanding that such amounts may arise after January 1, 2040). (v)Capital Project Costs that TCMD fundsthe Districts fund directly from Credit PIF Revenues budgeted and appropriated for such purpose. (c)Non-Cap Amounts. The following costs (collectively, the “Non-Cap Amounts”) are payable from Credit PIF Revenues but do not count against the Credit PIF Cap: (i)Payments of interest and other Bond Requirements incurred with respect to Cap Amounts and any principal of bond obligations included as District Debts which is in excess of the Cap Amounts. 40 1001679.22 FINAL 1044033.12 (ii)Except as otherwise provided in Section 6.12, the principal amount and Bond Requirements of any refunding bonds or other debt instruments issued to repay, refund and/or defease, in whole or in part,the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b). (iii)The Avon Receivable and any refunding thereof. (iv)The principal amount and interest of Town cure payments, if any, pursuant to Section 6.13, and any refunding thereof. (v)Deferred Amortization, and any refunding thereof. (vi)TCMD’s contributionsContributions by TCMD and/or VMD to the Asphalt Overlay Account. (vii)The Base O&M Costs. 6.3 Assessment of Public Improvement Fees. Pursuant to the PIF Covenants and as contemplated in the Original Agreement, the PICs have imposed and shall continue for the duration of the Term to impose the Credit PIF and collect the Credit PIF Revenues in accordance with the terms and conditions of the PIF Covenants and applicable provisions of this Development Agreement. Pursuant to the PIF Covenants and in implementation of the Settlement Te rm Sheet, the PICs have imposed and shall continue for the duration of the Term to impose the Add-On RSF and to collect the Add-On RSF Revenues in accordance with the terms and conditions of the PIF Covenants and applicable provisions of this Development Agreement. (a)Town Real Estate Transfer Tax. In full settlement of any and all claims that could be raised or asserted regarding whether the To wn’s real estate transfer tax and the PICs’ R eal Estate Transfer Fee apply to the leases pursuant to which Home Depot and Wal-Mart occupy their present locations within the Project as of the Execution Date or to apply to any e xtension(s) of such leases: (i)Existing Wal-Mart and Home Depot Leases. T he Town’s real estate transfer tax shall not be construed to apply t o the leases pursuant to which Home Depot and Wal-Mart occupy their present locations within the Project as of the Execution Date or to apply t o the election of lessee to exercise its rights to extend such leases in accordance with the terms of the respective original lease documents as in effect on the Execution Date. (ii)Waiver of Claims. Accordingly, the Town hereby fully and irrevocably waives any and all claim or right to impose its real estate transfer tax, and the Commercial PIC hereby fully and irrevocably waives any and all claim or right to impose the Real Estate Transfer Fee, upon the existing leases (together with extensions and options to extend thereunder) for Wal-Mart and Home Depot. (iii)Applicability of Municipal Code. Contemporaneously with the Execution Date, the Town has adopted Ordinance No. 12-11, pursuant to which it has, effective on the Effective Date, amended Chapter 3.12 of the Municipal Code to clarify various matters relating to the circumstances under which a long term lease constitutes a 41 1001679.22 FINAL 1044033.12 Taxable Transaction for purposes of triggering an obligation to pay the Town’s real estate transfer tax. During the Term, imposition and collection of the Real Estate Transfer Fee shall be administered based Chapter 3.12 of the Municipal Code as amended by Ordinance No. 12-11 (in the form and in substance as adopted contemporaneously with the Execution Date) and in effect on the Effective Date. Transactions subject to the Town’s real estate transfer tax shall be subject to the Real Estate Transfer Fee, and payment of the Real Estate Transfer Fee shall result in the automatic and simultaneous application of the Tax Credit. The Real Estate Transfer Fee shall not be construed to be part of the Taxable Transaction, and the Town shall not apply its real estate transfer tax to the Real Estate Transfer Fee. If, notwithstanding the foregoing, the Town is legally required pursuant to state statute to impose and collect its Real Estate Transfer Tax on the Real Estate Transfer Fee during the Term,the Town shall remit to TCMD,100% of the Real Estate Transfer Tax revenues actually collected to TCMD (unless such revenues are subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan, and in such case to VMD). The Town’s obligation to remit such revenues shall be subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution,100% of the Real Estate Transfer Tax revenues actually collected. During the Term, no amendment to Ordinance No. 12--11 or to Chapter 3.12 of the Municipal Code shall apply to real estate transactions occurring within the Property except with the prior written consent of Master Developer. (iv)Applicability t o Lease Amendments. The exemption and waivers of applicability of the Town’s real estate transfer tax to long term leases executed prior to the Execution Date also shall apply to any amendment to a long term lease that is executed after the Execution Date that does not have the effect of extending the term of such lease. With respect only to amendments or modifications of such existing leases that have the effect of extending the term for a period in excess of 25 years or adding new options to extend the term for a period in excess of 25 years: (A)the Town’s real estate transfer tax shall apply to such 25 year or greater extension period to the extent required by application of Ordinance No. 12-11; (B)the consideration upon which the Town’s real estate transfer tax calculation is based shall be based only upon the lease payments (exclusive of common area maintenance, taxes, insurance and similar costs)for the period of the extension greater than 25 years (i.e., the original term of such lease, inclusive of all extension rights thereunder, shall be disregarded such that there is no “look back”beyond the date of the extension which triggers the real estate transfer tax obligation); (C)the Tax Credit shall apply to such lease extensions with respect to which the real estate transfer tax otherwise would apply such that the PICs shall impose and collect the Real Estate Transfer Fee and the Town shall collect no real estate transfer tax as otherwise provided in this Agreement, subject to Section 6.18; and (D)the Town and the PICs shall coordinate in advance to establish an agreed upon methodology for calculating the amount and timing of Real Estate Transfer Fee payments due with respect to lease term extensions with respect to which the Town’s real estate transfer tax otherwise would apply. (b)Internet, Mail Order and Similar Remote Taxable Transactions. T he Parties intend that retail sales transactions effected remotely should be subject to the Credit PIF and the Tax Credit whether such remote transactions are effected via the internet, by mail order or otherwise delivered into the Project such that the transaction is a Taxable Transaction. However, 42 1001679.22 FINAL 1044033.12 due to logistical and practical impediments to causing the Credit PIF and the Tax Credit to attach to such transactions or otherwise tracking and allocating such revenues, it has not heretofore been possible to effect the Financing Plan with respect to such remote transactions. The Parties further recognize that national and state laws and business practices of retailers regarding imposition of state and local sales tax are evolving and soon may require retailers to identify and report the address of the point of purchase for internet based retail sales. The Town agrees that if and when address information of the point of sale for retailers is available to the Town such that the Town can determine the internet based retail sales specifically attributable to points of purchase within the Village (at Avon) for which sales taxes are imposed and collected (or another mechanism is identified), the Town shall use best efforts to cooperate with the PICs to impose the Retail Sales Fee and Add-On RSF if possible or, in the alternative if imposition of such fees is not possible, the Town shall cooperate with the PICs to impose, collect and remit the Town’s retail sales tax to the PICs in accordance with Section 6.18. If the Parties identify a method of implementing the intent of this Section 6.3(b), such method may be implemented without the requirement of an amendment to this Development Agreement. 6.4 Rate of Public Improvement Fees. In implementation of the Settlement Term Sheet, the rates of the Public Improvement Fees shall be established as set forth in the PIF Covenants, which require such rates to be set from time to time during the Term at: (a)Credit PIF Rates: (i)Retail Sales Fee. Except to the extent of an increased sales tax rate approved by the Town for a specific project as set forth in Section 6.4(b)(ii), the same rate as the corresponding To wn sales tax rate as in effect from time to time. A s of the Execution Date, the Town sales tax and the Retail Sales Fee each are set at the rate of 4.0%. (ii)Real Estate Tr ansfer Fee. The same rate as the corresponding To wn real estate transfer tax rate as in effect from time to time. As of the Execution Date, the To wn real estate transfer tax and the Real Estate Transfer Fee each are set at the rate of 2.0%. (iii)Accommodations/Lodging Fee. Except to the extent of an increased accommodations/lodging tax rate approved by the Town for a specific project as set forth in Section 6.4(b)(ii), the same rate as the corresponding To wn accommodations/lodging tax rate as in effect from time to time. As of the Execution Date, the To wn accommodations/lodging tax and the Accommodations/Lodging Fee each are set at the rate of 4.0%. (iv)Use Tax. If the Town imposes any use tax on building materials during the Term that is not in effect as of the Execution Date, such use tax shall be automatically incorporated into the definition of Taxable Transaction set forth in Exhibit F without the need of any formal action by the Town. The PICs may establish and impose a building materials use fee, which shall be included in the definition of Credit PIF, corresponding to such use tax and applying to the same transactions and at the same rate as such use tax. T he Town may amend its Municipal Code to reflect the automatic Tax Credit for use tax as set forth in this sub-section, but such an amendment shall not be required to 43 1001679.22 FINAL 1044033.12 implement the automatic Tax Credit. The Parties and any party obligated to pay, collect or remit such use tax shall be entitled to rely and act upon the Tax Credit being applied to such transactions in order to offset the effect of the Credit PIF in the same manner and to the same extent as the Tax Credit applies to retail sales transactions, real estate transfer transactions and accommodations/lodging transactions. P rior to adopting any such use tax, the Town shall coordinate with the PICs and other Parties regarding the implementation of any such use taxes and application of the Tax Credit thereto. The Credit PIF imposed and collected on such Taxable Transactions shall not be deemed to be part of such Taxable Transaction and shall not be subject to application of the corresponding Town use tax. (b)Add-On RSF Rate. As of the Effective Date, the PICs have set the Add-On RSF rate at 0.75%, to be applied only with respect to retail sales transactions that are Ta xable Transactions. The net proceeds (i.e., after payment of the fees to the Add-On RSF Collection Agent pursuant to the Add-On RSF Collection Services Agreement and application of any other adjustments to such revenues as set forth in this Development Agreement and/or the Add-On PIF Collection Services Agreement) of the Add-On RSF Revenues resulting from imposition of the foregoing 0.75% rate to retail sales transactions that are Taxable Transactions shall constitute the Municipal Payments. (i)Increase in Town Sales Tax Rate. If the Town increases the Town’s retail sales tax rate above 4.0 % during any period for which Municipal Payments are to be remitted to the Town, the portion of the Add-On RSF Revenues which will be construed to be Municipal Payments shall be reduced in the same degree as any Town sales tax rate increase above 4.0%. For example, if the Town increases its retail sales tax rate by 0.25% (from 4.0% to 4.25%), the portion of the Add-On RSF Revenues construed to be Municipal Payments shall be that amount equivalent to a reduction of 0.25% in the Add-On RSF rate (i.e., the revenue realized from a rate of 0.50% rather than the revenue realized from a rate of 0.75%). As of the Effective Date, the PICs have not imposed an Add-On PIF on transactions other than retail sales transactions that are Taxable Transactions or set the Add-On PIF at a rate higher than the rate of the Add-On RSF required pursuant to this Section 6.4(b). (ii)Exception for “Project-Specific” Town Tax Rate Increase. Notwithstanding anything set forth in Sections 6.4(a)(i), 6.4(a)(iii)and 6.4(b)(i) to the contrary and subject to the terms and conditions set forth in this Section 6.4(b)(ii), the Town shall be entitled to retain the revenues resulting from an increase in the Town’s 4.0% sales tax rate or 4.0% accommodations tax rate as in effect on the Execution Date to the extent: (A) such tax rate increase is duly adopted by the Town after the Effective Date and applies on a uniform basis throughout all areas of the Town; (B) the proceeds of such tax rate increase are specifically dedicated and pledged solely to a specific project identified in connection with such adoption;(C) the financing period for such specific project does not exceed 30 years; and (D) for the purposes of sales tax and not accommodations tax such increased tax rate does not exceed 0.75%. For purposes of the foregoing, a “specific project”shall mean only a specific municipal capital project (by way of example, construction of a municipal building; construction of a library; acquisition of specificall y identified parcels of real property that are being acquired by t he Town for open space, park or construction of a specific municipal capital project to be constructed on such property; 44 1001679.22 FINAL 1044033.12 or similar purposes), and expressly excludes tax rate increases for the purpose of providing ongoing municipal services (by way of example, to fund ongoing provision of transit services, trash services or similar open-ended municipal services funding obligations) or for general fund purposes. With respect to tax rate increases for a specific project as set forth above, the Tax Credit shall not apply to such increased rate and the corresponding Credit PIF rate shall not be raised to match the increased tax rate, but the Add-On RSF rate shall be reduced correspondingly to the increased tax rate as set forth in Section 6.4(b)(i) with respect to retail sales transactions. With respect to any Town sales tax rate increases that are not for a specific project, the terms and conditions of Section 6.4(b)(i)shall apply. (iii)Increased Add-On PIF Rate. To the extent the PICs at any time after the Effective Date impose an Add-On PIF on transactions other than retail sales transactions that are Taxable Transactions and/or at a rate higher than the Add-On RSF rate, the resulting Add-On PIF Revenues shall not be construed to constitute Add-On RSF Revenues or Municipal Payments. Any Add-On PIF Revenues that do not constitute Municipal Payments pursuant to this Section 6.4(b)may be utilized as set forth in Section 6.5(b)(ii). 6.5 Add-On PIF. In implementation of the Settlement Term Sheet, and in consideration of the Town’s performance of its obligation to provide Municipal Services in accordance with Section 4.1 and the Town’s performance of its obligations pursuant to Section 4.2 and this Article 6: (a)Collection and Remittance. During the Term, the PICs shall collect, or cause the Add-On RSF Collection Agent to collect, the Add-On RSF Revenues. In accordance with the terms and conditions of the Add-On RSF Collection Services Agreement, the Add-On RSF Collection Agent shall: (i)Separate Account. Maintain Add-On RSF Revenues in a separate account from Credit PIF Revenues. (ii)Remittance of Municipal Payments. Calculate that portion of Add--On RSF Revenues received during each calendar month which comprises Municipal Payments, and after calculating that portion of the Municipal Payments required to be deposited into the Asphalt Overlay A ccount: (A)Deposit the required amount of Municipal Payments into the Asphalt Overlay A ccount; and (B)Remit any remaining Municipal Payments to the To wn. (b)Uses. (i)Municipal Payments. During the Term, the Municipal Payments shall be utilized first to satisfy t he Town’s Asphalt Overlay Account funding obligations as set forth in Section 6.6 and thereafter may be utilized by the Town for any lawful purpose. 45 1001679.22 FINAL 1044033.12 (ii)Additional Add-On PIF Revenues. To the extent the PICs continue to impose and collect the Add-On RSF on retail sales transactions that are Taxable Transactions after expiration of the Term and/or there are from time to time during the Term Add-On PIF Revenues, including any Add-On RSF Revenues, in excess of the Municipal Payments (for example, due to a reduction in such Municipal Payments pursuant to Section 6.4(b) or due to imposition of an Add-On PIF on transactions other than retail sales that are Taxable Transactions), the PICs may retain and utilize such additional Add-On PIF Revenues for any lawful purpose permitted under the terms and conditions of the PIF Covenants. The Town shall have no right or claim to any such Add-On PIF Revenues, including any Add-On RSF Revenues, that do not constitute Municipal Payments. (c)Duration. The Town’s right to receive the Municipal Payments generated through the PICs’ imposition of the Add-On RSF shall terminate concurrently with the termination of the Town’s obligation to maintain the Tax Credit as set forth in Section 6.1(c) of this Development Agreement. (d)Implementation Period. From and after the Execution Date, the Town will cooperate with the PICs, the Add-On RSF Collection Agent, Master Developer and TC-RP (as “declarant”under the PIF Covenants) in implementing the Add-On RSF with existing retailers within the Project, including but not limited to attending meetings with such retailers upon the request of the PICs and Master Developer (and not independently), coordinating with the PICs and the Add-On RSF Collection Agent with respect to preparation and dissemination of reporting forms and similar matters related to the collection and remittance of the Add-On RSF, and such other matters as the PICs, the Add-On RSF Collection Agent, Master Developer and TC-RP (as “declarant”under the PIF Covenants) reasonably request in connection with implementing and facilitating the collection of the Add-On RSF. (e)Effect of Expiration of Term. Except to the extent otherwise set forth in the applicable PIF Covenants, expiration of the Term shall not have the effect of terminating the Add-On RSF or the Add-On PIF and, to the extent the PICs continue to impose the Add-On RSF and/or the Add-On PIF and to collect the Add-On RSF Revenues or any other Add-On PIF Revenues after expiration of the Term, all such Add-On PIF Revenues may be utilized as set forth in Section 6.5(b)(ii). 6.6 Asphalt Overlay Agreement and Asphalt Overlay Account. Concurrently with the Effective Date and in implementation of the Settlement Term Sheet, the Town, TCMD and First Bank, Avon Branch, have legally delivered and entered into the Asphalt Overlay Agreement. Pursuant to the Settlement Term Sheet and the Asphalt Overlay Agreement, the To wn has established with First Bank, Av on Branch, a restricted, segregated account (the “Asphalt Overlay Account”) into which the Master Developer, the To wn and TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period and/or otherwise subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan) shall deposit funds in the amounts and at the times set forth below. Such funds shall be used exclusively to finance asphalt overlays of public roads located in the Project Dedicated to the To wn as described in Section 4.2(d). The Asphalt Overlay Account shall be 46 1001679.22 FINAL 1044033.12 subject to and administered in accordance with the terms and conditions of the Asphalt Overlay Agreement and the following terms and conditions: (a)Joint Funding Obligations. Commencing on the Effective Date and continuing until terminated pursuant to Section 6.6(b), Master Developer, the To wn and TCMD (and/or VMD)each shall contribute funds to the Asphalt Overlay A ccount as follows: (i)Due Dates. All payments are due and payable on or before November 1 of each year commencing in 2013.2014. (ii)To wn Contribution. Utilizing Municipal Payments to be deposited into the Asphalt Overlay Account in accordance with Sections 5.2(c), 6.5(a)(ii)(A) and 6.5(b)(i): (A)For calendar years 20132014 through 2017,2018,the To wn shall contribute $120,000.00 (ONE HUNDRED TWENTY THOUSAND DOLLARS) per year. (B)For calendar years 20182019 through and including the date on which termination occurs pursuant to Section 6.6(b), the Town shall contribute $75,000.00 (SEVENTY FIVE THOUSAND DOLLARS) per year. (iii)TCMD and/or VMD Contribution. Such contributions being Non-Cap Amounts and using available District Revenues, TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period and/or otherwise subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan)shall contribute: (A)For calendar years 20132014 through 2017, TCMD shall contribute2018,$40,000.00 (FORTY THOUSAND DOLLARS) per year. (B)For calendar years 20182019 through and including the date on which termination occurs pursuant to Section 6.6(b),TCMD shall contribute $75,000.00 SEVENTY FIVE THOUSAND DOLLARS) per year. (iv)Master Developer Contribution. Such contributions being Cap Amounts only to the extent reimbursable from TCMD and/or VMD using Credit PIF Revenues (and therefore qualifying as Additional Developer Advances): (A)For calendar years 20132014 through 2017,2018,Master Developer shall contribute $80,000.00 (EIGHTY THOUSAND DOLLARS) per year. (B)Notwithstanding any continuing obligation of the Town and TCMD to contribute funds to the Asphalt Overlay Account after calendar year 2017,2018,Master Developer shall not have any obligation to contribute funds to the Asphalt Overlay Account after satisfying the obligation set forth in the foregoing clause (A). 47 1001679.22 FINAL 1044033.12 (b)Te rmination of Joint Funding Obligations. The joint funding obligations of Master Developer (unless earlier satisfied pursuant to Section 6.6(a)(iv)), the To wn and TCMD and/or VMD with respect to the Asphalt Overlay Account shall terminate in the earliest calendar year in which one of the following occurs: (i) 80,000 square feet of additional commercial (as defined in the PUD Guide) development have been issued a temporary or permanent certificate of occupancy; or (ii) the total annual Ta xable Transactions have increased by at least $20,000,000 over the actual total annual Ta xable Tr ansactions in 2011. From and after the date that the joint funding obligations terminate as provided herein: (A) the To wn shall be and remain solely responsible for performing and funding asphalt overlays for all public roads within the Project Dedicated to the To wn; (B) Master Developer and TCMD and/or VMD shall have no further obligation with respect to funding of asphalt overlays within the Project; (C) the obligations of Master Developer and TCMD and/or VMD to provide such funding shall not be reinstated upon any subsequent reduction of commercial occupancy or reduction of total annual Ta xable Transactions; and (D) the expenditures and appropriations by the To wn for asphalt overlays in excess of the amounts deposited in the Asphalt Overlay Account shall not be counted against the Credit PIF Cap. 6.7 Creation of Urban Renewal Area; Potential Utilization of TIF Revenues. In implementation of the Settlement Term Sheet, the Master Developer and the Landowner(s) of the affected Sites within Lot 1 shall provide their timely, full and reasonable cooperation in assisting the Town and AURA in the creation of an urban renewal plan for Lot 1 in accordance with the terms and conditions of this Section 6.7; provided, however, that Master Developer and any other Landowner(s) shall not be required to cooperate in the creation or implementation of such urban renewal plan unless Master Developer has provided its written consent to all terms and conditions of the urban renewal plan prior to its adoption. Master Developer and any other Landowner(s) shall have the right to oppose any urban renewal plan for Lot 1 (or any other area of the Property) that does not include a provision that expressly prohibits the Town or AURA from exercising eminent domain powers or, unless Master Developer has provided its written consent to such urban renewal plan for Lot 1 as contemplated herein, for any other reason permitted under the laws of the State of Colorado. Master Developer or any Landowner(s) of a Site within Lot 1shall have no obligation to cooperate with the formation of an urban renewal plan area for Lot 1 if Master Developer has not provided prior written consent as required above or if the Town and/or AURA fails to adhere to the following terms and conditions. (a)Limited to Lot 1. T he area included within the urban renewal plan is limited to Lot 1 or a portion thereof. (b)Reduction of Credit PIF Cap. A maximum amount of $10,000,000 (TEN MILLION DOLLARS) of proceeds available for the payment of Capital Project Costs from bonds or other financial obligations (whether in the form of bonds, direct payments, redevelopment agreement(s) and/or cooperation/funding agreement(s)) issued or incurred by AURA to pay Cap Amounts may be counted against and thereby reduce the remaining Credit PIF Cap; provided, however, that the cost of improvements to or servicing Town-owned properties (by way of example and not limitation, improvements located within, utilities extensions servicing and/or access to and from Planning Area B, Planning Area E, or park/open space areas Dedicated to the Town), whether financed utilizing TIF Revenues or other revenues of the Town or AURA, shall not result in a reduction of the Credit PIF Cap. Nothing in this Section 6.7(b)constitutes a limit on 48 1001679.22 FINAL 1044033.12 AURA’s ability to finance improvements it deems appropriate. The restriction in this Section 6.7(b)relates only to whether bonds issued b y AURA to pay for the costs of such improvements count against the Credit PIF Cap. (c)AURA Board Positions. Prior to or concurrently with the effective date of any action including Lot 1 (or any portion thereof) in an urban renewal area and establishing an urban renewal plan therefore, the Town and AURA shall take action to appoint an individual designated by Master Developer and shall take action to appoint an individual designated by BNP (subject only to BNP’s ability t o designate a lawfully eligible individual) to the AURA board. T he Master Developer and BNP board members shall be full members of the AURA board with equal rights, duties and responsibilities as other AURA board members with respect to all matters pertaining to any urban renewal area including Lot 1 (or a portion thereof), the redevelopment plan or plans for any urban renewal area including Lot 1 (or a portion thereof) and all AURA activities of any nature that directly or indirectly involve the establishment, implementation and administration of any urban renewal area including or any urban renewal plan affecting Lot 1 (or a portion thereof). The Master Developer and BNP shall comply with statutory requirements regarding conflicts of interest. If the AURA board for activities affecting Lot 1 is constituted as a separate board from that which operates within other areas of the Town, such BNP and Master Developer board members shall be full members for all purposes having equal standing with other board members. If the AURA board is not constituted as a separate board from that with operates within other areas of the Town, the BNP and Master Developer board members shall have no authority o r standing to participate in AURA board activities pertaining to areas of the Town other than Lot 1, and shall recuse themselves from all such proceedings. BNP’s right to have a member on the AURA board shall expire and terminate at such time as there are no outstanding obligations to BNP under the TCMD2013 Reissue Documents or any subsequent reissue or refunding of such bonds. (d)TCMD and VMD Taxes. The urban renewal plan for any urban renewal area that includes Lot 1 (or any portion thereof), and all related governing and implementing documents, shall acknowledge that all Project Ad Valorem Taxes are and shall remain the property of TCMD and VMD, respectively, and shall require AURA to promptly remit to TCMD and VMD, respectively, that portion of TIF Revenues equivalent to the Project Ad Valorem Taxes revenues TCMD and VMD would otherwise have received but for the inclusion of Lot 1 (or any portion thereof) within the urban renewal area. No portion of the property tax increment revenues resulting from the Districts’ mill levies shall be retained or utilized by AURA for any purpose, and shall specifically not be pledged or utilized by AURA for repayment of any bonds issued or other financial obligations entered into by AURA. (e)TIF Revenues; Uses. The urban renewal plan(s) shall not contain any provision for capturing the increment of municipal sales taxes, and shall be expressly limited to capturing the increment of property t axes within the urban renewal area (subject to Section 6.7(d)). AURA shall utilize all TIF Revenues generated from the urban renewal area(s) containing all or any part of Lot 1 solely within the Project. Improvements undertaken or financed utilizing TIF Revenues shall be subject to the Design Covenant and the review and approval of the Design Review Board where applicable. 49 1001679.22 FINAL 1044033.12 (f)Funding Agreement(s) with Districts. AURA may enter into enforceable multiple fiscal year cooperation/funding agreements with a District providing that the TIF Revenues will be assigned to the District for the purpose of financing, through the District’s issuance of bonds or otherwise, eligible Capital Projects. (g)Priority of Use of TIF Revenues. The priority of AURA’s use of TIF Revenues generated from within the urban renewal plan area(s) established within the Property pursuant to this Section 6.7 are: (i)First, until the Credit PIF Cap reduction contemplated by Section 6.7(b) has been accomplished or unless Master Developer and AURA otherwise agree in writing, to fund any then-uncompleted phases of East Beaver Creek Boulevard as a through road in accordance with Section 3.10(a). (ii)Second, to the extent the Credit PIF Cap reduction contemplated by Section 6.7(b)has not been accomplished by satisfaction of the foregoing clause (i), to fund from the remaining amount of Credit PIF Cap reduction contemplated by Section 6.7(b)the Capital Project Costs of any Prioritized Capital Projects within Lot 1 that have not previously been financed and completed. (iii)Third, in a priority to be determined by AURA: (A)improvements to or servicing Sites that the Town owns within Lot 1 (which may include structured parking within Lot 1 to provide shared public parking for private improvements and public improvements constructed within Planning Area B and other areas of Lot 1);and (B)any other Capital Projects that result in a reduction of the Credit PIF Cap pursuant to the terms and conditions of Section 6.7(b). 6.8 Tank Agreement. Prior to the Effective Date and in implementation of the Settlement Term Sheet, certain parties thereto legally delivered and entered into the Tank Agreement and as required by the Tank Agreement, not later than the Effective Date, the Pledge Agreement has been executed and delivered. As more specifically set forth in the Tank Agreement, the Pledge Agreement and related documentation,as of the Effective Date: (i) TCMD is obligated to remitutilize the Annual Debt Service Obligation to the Authority; and (ii) the Authoritypay debt service on the Tank Project Financing and, subject to refinancing of the Tank Project Financing as provided in Section 5.5(b), to remit the Annual Debt Service Obligation to TC-RP; and (ii) TC-RP is obligated to construct the Tank Project and to utilize the Annual Debt Service Obligation revenues to pay debt service on the Tank Project Bonds. As of the Effective Date, BNP has provided the original letters of credit securing payment of the TCMD2013 Bond Reissue, consented to this Development Agreement and consented to the Tank Agreement in reliance on the Town’s performance of its obligation to maintain the Tax Credit in effect as required pursuant to this Development Agreement, and on the remedies provided for herein for the Town’s breach of its obligation to maintain the Tax Credit. 50 1001679.22 FINAL 1044033.12 6.9 TCMD2013 Bond Reissue; Priority Use of District Revenues. In implementation of the Settlement Term Sheet: (a)TCMD2013 Bond Reissue. Concurrently with the Effective Date and with the consent of BNP and Master Developer, TCMD has caused the TCMD2013 Bond Reissue to be effected. Such actions, and BNP’s and Master Developer’s consent thereto, were undertaken in reliance on the Town’s performance of its obligations pursuant to this Development Agreement (specifically i ncluding but not limited to the Town’s obligation to maintain the Tax Credit in effect during the Term), and on the remedies provided for herein for the Town’s breach of its obligations under this Development Agreement (including but not limited to the right to obtain an order requiring specific performance of the Town’s obligation to maintain the Tax Credit). The TCMD2013 Reissue Documents and the Pledge Agreement encumber and, consistent with the Settlement Term Sheet (the Parties acknowledge that utilization of the Annual Debt Service Obligation to accomplish the Tank Project Financing as provided in Section 5.5(b) is consistent with the Settlement Term Sheet notwithstanding that the party responsible for causing completion of the Tank Project is different than contemplated in the Settlement Term Sheet), establish the terms and conditions of TCMD’sgoverning utilization of District Revenues.during the 2013 Bond Repayment Period. Prior to the Effective Date, the Town reviewed and approved the TCMD2013 Reissue Documents and the Pledge Agreement for consistency with this Development Agreement. (b)Priority of Use of District Revenues. District Revenues (but excluding from the scope of such defined term all Net Proceeds of Supplemental Bonds, whether derived from Additional Developer Advances or from other forms of Supplemental Bonds)are to be utilized to meet TCMDthe following obligations in the following priority: (i)Annual Debt Service Obligation. To the Authority,TC-RP (or, if there is a refinancing of the Tank Project Financing as provided for in Section 5.5(b),to the applicable party in such refinancing)for the Annual Debt Service Obligation, from such sources, in the amounts and at such times required by the Pledge Agreement. (ii)Other Allowed O&M Expenses. Provided there is no continuing default with respect to itsa District’s obligations pursuant to the TCMD Bond2013 Reissue Documents or the Pledge Agreement, to TCMD in the amount of the Annual Base O&M Amount and TCMDto TCMD and/or VMD (as determined by the 2013 Reissue Documents during the 2013 Bond Repayment Period) in the amount of TCMD’s and/or VMD’s contributions to the Asphalt Overlay Account. (iii)TCMD2013 Bond Reissue. To TCMD (or the trustee or the custodian, as applicable, for the TCMD2013 Bond Reissue), to be used for principal repayment or reimbursement and Bond Requirements related to the TCMD2013 Bond Reissue as required by the TCMD2013 Reissue Documents, which includesmay include, without limitation, establishment and, as necessary, replenishment of thea required reserve of $3,000,000,(in an initial amount of $3,000,000)and any refunding bonds issued to repay or defease the TCMD2013 Bond Reissue. (iv)Deferred BNP Letter of Credit Fees and Deferred Amortization. To the trustee or the custodian, as applicable, for the 2013 Bond Reissue, to be used to pay 51 1001679.22 FINAL 1044033.12 Deferred Fees, if any, together with interest thereon, and Deferred Amortization. The prepayment or refinancing of the TCMD2013 Bond Reissue shall require payment in full of, or other extinguishment in full of the payment obligation with respect to, any such Deferred Fees and Deferred Amortization. Payments of Deferred Amortization shall be applied in inverse order of maturity. (v)Use of Excess Revenues. (A)Prepayment of TCMD2013 Bond Reissue. In any year in which any District Revenues (but excluding from the scope of such defined term all Net Proceeds of Supplemental Bonds, whether derived from Additional Developer Advances or from other forms of Supplemental Bonds)remain after the payment of the items set forth in subsections (i)-(iv) above and the Debt Service Coverage Ratio is less than 150%the then-applicable percentage required by t he 2013 Reissue Documents, such excess revenues shall be applied to early payment of principal of the TCMD Bond Reissue2013 Bond Reissue as and to the extent required pursuant to the 2013 Reissue Documents (such Debt Service Coverage Ratio being initially set at 150% and such early payments initially being applied in inverse order of maturity). (B)Other Obligations of TCMD. In any year in which any District Revenues (but excluding from the scope of such defined term all Net Proceeds of Supplemental Bonds, whether derived from Additional Developer Advances or from other forms of Supplemental Bonds) remain after the payment of the items set forth in subsections (i)-(iv) above and the Debt Service Coverage Ratio is 150%equal to or greater than the then-applicable percentage required by the 2013 Reissue Documents: 1.Supplemental Bonds. To the extent Supplemental Bonds have been issued (whether in the form of Additional Developer Advances or municipal bonds), for principal repayment or reimbursement and payment of interest and other Bond Requirements related to such Supplemental Bonds in accordance with the terms and conditions thereof and any refunding bonds issued to repay or defease any such Supplemental Bonds. 2.Cure Payments. To the extent the Town has exercised any cure rights pursuant to Section 6.13 to cure a deficiency in payment of principal or the Bond Requirements of the Tank Project BondsFinancing or of the TCMD2013 Bond Reissue, to reimburse the Town for the amount of such payments and interest thereon at the non-default interest rate commensurate with the interest paid to bondholders at the time of the cure payment. 3.Past Developer Advances and Avon Receivable. To satisfy TCMD’s payment obligations with respect to the Past Developer 52 1001679.22 FINAL 1044033.12 Advances (including amounts payable to Buffalo Ridge Affordable Housing Corporation) and the Avon Receivable, subject to the following: I.The Past Developer Advances (including any Replacement Bonds issued to repay or defease all or a portion of the Past Developer Advances) and the Avon Receivable shall be paid in the order in which TCMD incurred thesuch obligations were incurred, with the oldest obligation to be paid first, except to the extent such priority of payment conflicts with the priority and terms of the instrument creating the obligation in which case such priority and terms shall control. With respect to the Past Developer Advances, the obligations shall be deemed to have been incurred as of the dates set forth in the instruments creating the obligations. With respect to the Avon Receivable, the obligation shall be deemed to have been incurred as of the dates on which payments were due under the terms of the Original Agreement and/or any Municipal Service Invoice (as the Original Agreement defined such term). T he Past Developer Advances, the Avon Receivable, and the dates on which such obligations were incurred are more particularly described in Exhibit E. II.Simple interest at the rate of 1.5% shall accrue on the principal amount of the Avon Receivable commencing on the Effective Date and continuing until the expiration of the Term or payment in full, whichever first occurs. III.Except to the extent stated in this Section 6.9(b)(v)(B)3.III, the interest rate applicable to the Past Developer Advances shall be as stated in the instruments creating such obligations (as identified in Exhibit E). Notwithstanding the foregoing or any contrary provision of the instruments creating such obligations, the interest rate on certain Past Developer Advances payable to Master Developer or any Developer Affiliate shall: (A) with respect to a principal amount equal to the principal amount of the Avon Receivable be limited to 1.5% simple interest per annum, commencing on the Effective Date; and (B) such reduced interest rate shall be applied first to the principal balance of the latest (i.e., most recently executed) such instrument and then to each subsequent (i.e., next most recently executed) instrument until a principal amount equal to the principal amount of the Avon Receivable is obtained. IV.The rate of interest and priority of payment with respect to that portion of the Past Developer Advances payable to Buffalo Ridge Affordable Housing Corporation shall be as set forth in the document creating such obligation, shall not be modified in any manner by the terms and conditions of this Development 53 1001679.22 FINAL 1044033.12 Agreement, and shall remain in full force and effect in accordance with the existing terms except to the extent as may be modified by mutual agreement of TCMD, Master Developer and Buffalo Ridge Affordable Housing Corporationthe parties thereto. Such agreement to modify the interest rate, priority of payment or other terms is expressly not a condition of this Development Agreement. (C)Direct Payment of Capital Project Costs. After the obligations of Sections 6.9(b)(i), (ii), (iii), (iv), (v)(A) and (v)(B) are fully satisfied and to the extent not expressly precluded by any provision of this Development Agreement, that portion of available Credit PIF Revenues shall be deposited to an escrow account to be used exclusively for direct payment of Capital Project Costs that TCMD and/or VMD has an obligation to pay. (c)Other Legally Permissible Uses of District Revenues. Subject to the limitations in the Service Plans, the Tank Project Bonds documents and the TCMD Reissue Documents, nothing hereinPledge Agreement, the 2013 Reissue Documents and compliance with the priority utilization of District Revenues as set forth in Section 6.9(b), nothing in this Section 6.9 shall be construed as prohibiting the Districts from utilizing District Revenues for any other uses not enumerated above or from imposing a mill levy and retaining the revenues derived therefrom for the purpose of paying for Capital Project Costs (including but not limited to Non-Credit PIF Revenue Reimbursements payable to TC-RP pursuant to Section 5.5(b)(iv)(B)) and/or of paying the Districts’ operation, maintenance and administrative expenses to the extent that such costs exceed the Allowed O&M Expenses; provided, however, that the portion of District Revenues comprising Credit PIF Revenues shall be limited solely to the Permitted Uses as set forth in Section 6.2(a). (d)Continuation of Priority of Use. If VMD and/or TCMD issuesissue any form of replacement or refunding bonds for the TCMD2013 Bond Reissue and/or issues Supplemental Bonds, VMD and/or TCMD, as applicable,shall cause the pertinent documentation executed in connection therewith to incorporate the general prioritization set forth in Section 6.9(b). T he Town shall have the right to review and approve such documentation at least forty-five (45) days prior to issuance of such replacement or refunding bonds for the limited purpose of confirming conformance with the general prioritization set forth in Section 6.9(b). 6.10 Supplemental Bonds. If TCMD issuesone of more of the Districts issue Supplemental Bonds on or before January 2, 2040, TCMD1, 2040 (or incur any Deferred Reimbursements obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A)and which arise pursuant to clause (2) of Section 5.5(b)(iv), notwithstanding that such obligations may be incurred after January 1, 2040), such District(s)shall continue to receive Credit PIF Revenues until expiration of the Term. If TCMD hasthe Districts have not issued Supplemental Bonds prior to January 2 , 2040: (i) the Town shall have no further obligation with respect to any unissued Supplemental Bonds capacity (other than with respect to Deferred Reimbursements obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A)and which arise pursuant to clause (2) of Section 5.5(b)(iv), notwithstanding that such obligations may be incurred after January 1, 2040); (ii)the Tax Credit shall be maintained in effect until all District Debts payable from Credit PIF Revenues and outstanding as 54 1001679.22 FINAL 1044033.12 of January 2, 2040,2040 (and, if applicable, all Deferred Reimbursements payable pursuant to Section 5.5(b)(iv)(A)),are fully paid and the Term expires as provideprovided in Section 6.1(b); and (iii) TCMDthe District(s), as applicable,shall be entitled to retain and utilize all Credit PIF Revenues it hasthey have received prior or subsequent to January 2, 2040,2040 (or, as applicable, prior or subsequent to January 2 , 2040,with respect to Deferred Reimbursements payable pursuant to Section 5.5(b)(iv)(A)),for servicing District Debts or direct payment of Capital Project Costs. The applicable District shall make commercially reasonable efforts to obtain the lowest cost of borrowing when issuing Supplemental Bonds. The applicable District may issue Supplemental Bonds (other than Additional Developer Advances)at fixed interest rates without the Town’s consent so long as the interest rate for such bonds does not exceed the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the Supplemental Bonds being issued, for Baa investment grade fixed interest rate bonds plus 150 basis points. The issuance of Supplemental Bonds (other than Additional Developer Advances) which bear interest at a fixed rate higher than that set forth in the preceding sentence,or which are variable rate bonds,shall require the prior written consent of the Parties. 6.11 Replacement Bonds. Subject to any applicable terms and conditions of the TCMD2013 Reissue Documents,on or after the Effective Date TCMDthe Districts shall have the ongoing right to issue Replacement Bonds to extinguish, replace, refund or defease Past Developer Advances. The principal amount of the Past Developer Advances being extinguished, replaced, refunded or defeased by such Replacement Bonds shall be deducted from and reduce the amount counted against the Credit PIF Cap. The principal amount of the Replacement Bonds shall not exceed $12.4 million without the Town’s prior written approval, and the interest rate of such Replacement Bonds shall bear a lower interest rate than such Past Developer Advances. For the purposes of determining the maximum allowable interest rate of Replacement Bonds, the interest rate of Past Developer Advances which are extinguished, replaced, refunded or defeased with Replacement Bonds (but excluding from such calculation those Past Developer Advances with respect to which the interest rate has been reduced to 1.5%pursuant to Section 6.9(b)(v)(B)3.II) shall be averaged with regard to the respective interest rate and amount of principal. The interest rate of Past Developer Advances (excluding those Past Developer Advances with respect to which the interest rate has been reduced to 1.5% pursuant to Section 6.9(b)(v)(B)3.II) shall be as determined by this Development Agreement on the Effective Date. To the extent the accrued and unpaid interest payable under the terms of the Past Developer Advance documents is not capitalized in or paid from the proceeds of the Replacement Bonds, the unpaid interest shall be carried forward as an accrued and unpaid interest obligation under the terms of the Past Developer Advance documents, the unpaid interest obligation shall not bear any interest, and the unpaid interest obligation shall not be discharged until paid in full. 6.12 Refunding and Refinancing. As set forth in Section 6.2(c)(ii), and subject to the limitations set forth in this Section 6.12, TCMDthe Districts shall have the ongoing right to issue refunding bonds or other debt instruments to repay, refund and/or defease, in whole or in part, the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b). The principal and Bond Requirements of such refunding bonds or other debt instruments shall not count against the Credit PIF Cap. Notwithstanding the foregoing, if the principal amount of any bonds or other debt instruments issued to repay, refund and/or defease or otherwise refinance the TCMD2013 Bond Reissue exceeds the then outstanding principal amount 55 1001679.22 FINAL 1044033.12 of the TCMD2013 Bond Reissue, only that portion of the increased principal which is in excess of $52,100,000 (FIFTY TWO MILLION ONE HUNDRED THOUSAND DOLLARS) shall be included in the Cap Amounts and count against the Credit PIF Cap. T he interest rates on refunding bonds are subject to the requirements governing interest rates for Supplemental Bonds set forth in Section 6.10; provided, however, that the interest rate for refinancing the outstanding balance of any Deferred Reimbursement amounts repayable as an Additional Developer Advance pursuant to Section 5.5(b)(iv)(A)shall be equal to or lower than the interest rate of the Additional Developer Advance being refinanced. Without the Town’s prior written consent, the aggregate principal and interest due on fixed rate refunding bonds or other debt instruments with fixed interest rates, from their date of issuance to final maturity (disregarding any option to redeem prior to maturity), shall be less than or equal to the aggregate principal and interest due on the debt to be repaid, refunded, defeased or otherwise refinanced, from the date of the refunding to final maturity (disregarding any option to redeem prior to maturity). 6.13 Town Cure Payment Rights. As contemplated by the Settlement Term Sheet, the Town shall have the right, but not the obligation, to cure any TCMDDistrict’s payment default under the Tank Project BondsFinancing, the TCMD2013 Bond Reissue Bonds or any Supplemental Bonds and to receive reimbursement of any such cure payments in accordance with the terms and conditions of Section 6.9(b)(v)(B)2. 6.14 Town Funding of Credit PIF Cap. At any time after the TCMD2013 Bond Reissue obligations have been fully satisfied (including through payment by the Town pursuant to this Section 6.14), the Town shall have the right, but not the obligation, to pay off all or a portion of the then-outstanding District Debts and/or satisfy the Town’s obligation with respect to funding the full Credit PIF Cap as follows: (a)Full Funding of Credit PIF Cap. The Town shall have the right to fully fund the Credit PIF Cap by: (i) paying off all then-outstanding District Debts; and (ii) remitting to TCMD (or, if so directed in writing by Master Developer with TCMD’s written consent, to the Commercial PIC (for subsequent assignment to a District for use in accordance with the Financing Plan))the amount, if any, of available but unutilized Credit PIF Cap capacity as of the date of payoff. T he total obligation to TCMDthe Districts and/or the Commercial PIC shall not exceed the Credit PIF Cap. For example, if the sum of the Net Proceeds of previously retired TCMD2013 Bond Reissue obligations and other District Debts retired by the Town totals $80 million, the amount of unutilized Credit PIF Cap capacity to be paid by the Town to TCMD (or to such other party as may be designated as provided herein)would be $16 million [$96 million -$80 million = $16 million]. Upon remitting the funds to fully fund the payoff amounts pursuant to the foregoing terms and conditions, the Town shall be entitled to terminate the Tax Credit. Simultaneously with Town’s exercise of its right to terminate the Tax Credit, the PICs’ obligation to cause the Municipal Payments to be remitted to the Town pursuant to the terms and conditions of this Development Agreement, and all right or claim of the Town to receive any portion of the Add--On RSF Revenues imposed after the date which Town exercises its right to terminate the Tax Credit, shall automatically and without the requirement of further action terminate, be of no further force or effect, and be forever extinguished. (b)Partial Funding of Credit PIF Cap. Alternatively, the Town may elect to pay off the then-outstanding District Debts but not to advance the funds required to fund the 56 1001679.22 FINAL 1044033.12 unutilized Credit PIF Cap capacity remaining available to TCMDfor utilization as provided in this Financing Plan. In such event and as otherwise provided in this Development Agreement, the Tax Credit shall continue in effect for the duration of the Term, the PICs shall continue to impose the Credit PIF and cause the collection of the Credit PIF Revenues, and the PICs shall continue to cause the Municipal Payments to be remitted to the Town. All Credit PIF Revenues available to TCMD (for example, Credit PIF Revenues not otherwise encumbered by and required to service debt on Supplemental Bonds issued after the date of the Town’s payoff)to TCMD,or to such other party a s may b e designated in the manner described in clause (ii) of Section 6.14(a),shall be placed in escrow by TCMD or such designated party and applied from time to time toward Supplemental Bonds and/or direct payment of Capital Project Costs. The Credit PIF Revenues placed into escrow shall be subject to an agreement which grants the Town the right to enforce, restrict and limit the use of such escrow funds for payment of Capital Project Costs. 6.15 Other Taxes Town May Not Collect. The Town shall not be entitled to impose, collect, receive, retain, expend or utilize Town taxes imposed upon the Public Improvement Fees as described hereinin subsections 6.15(a)and 6.15(b). In the event that the Town is legally required by municipal, state or federal law to impose the Town’s tax on a PICPublic Improvement fee as described hereinin subsections 6.15(a)and/or 6.15(b), the Town shall, subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution,remit the full amount of the Town tax imposed upon the PIC fee to TCMDsuch Public Improvement Fee to TCMD (unless such revenues are subject to a pledge by VMD in connection with District Debts issued or incurred by VMD pursuant to the Financing Plan)and such revenues shall be included with and be subject to the same terms, conditions and restrictions as Credit PIF Revenues. (a)Use Tax. If the Town enacts and imposes a use tax on building materials, the PICs shall, pursuant to the PIF Covenants and the Financing Plan, impose and apply the Retail Sales Fee to the use of such building materials and the Town shall not impose such Town use tax on any Usethe corresponding Retail Sales Fee. (b)Real Estate Transfer Tax. The Town’s real estate transfer tax shall not apply to the Real Estate Transfer Fee. 6.16 Other Taxes Town May Collect. The Town is entitled to collect, receive, retain, expend and utilize for any lawful Town purpose in the Town’s discretion the following tax revenues: (a)Sales Tax Applied to PIF. T he Retail Sales Fee and the Add-On RSF added to each retail sales transaction shall be included in the Taxable Transaction. The Retail Sales Fee and Add-On RSF shall be subject to the Town’s municipal sales tax and the Town is entitled to collect, receive, retain, expend and utilize such sales tax revenues. (b)Accommodations Tax Applied to PIF. The Accommodations/Lodging Fee shall be included in the Taxable Transaction. The Accommodations/Lodging Fee shall be subject to the Town’s accommodations tax and the Town is entitled to collect, receive, retain, expend and utilize such sales tax revenues. 57 1001679.22 FINAL 1044033.12 (c)Town Ad Valorem Taxes. The Town is entitled to collect, receive, retain, expend and utilize all ad valorem property tax revenues resulting from imposition of the Town’s property tax mill levy within the Project. (d)Town Share of Eagle County Sales Taxes. The Town is entitled to collect, receive, retain, expend and utilize any portion of Eagle County’s sales tax revenues generated by transactions occurring within the Project that the Town is entitled to receive pursuant to any agreements with Eagle County in effect from time to time. (e)Future Taxes, Assessments and Fees. The Town is entitled to collect, receive, retain, expend and utilize in the Town’s discretion all future taxes, assessments and fees imposed by the Town and not addressed in this Development Agreement which are imposed uniformly and non-discriminately throughout the Town. 6.17 Books and Records. The Town, AURA, the PICs and the Districts each shall maintain adequate books and records to accurately perform and account for their respective obligations under this Development Agreement. Each such Party or Limited Party shall, upon request of any other such Party or Limited Party, permit representatives of such requesting entity reasonable access during normal business hours to review and, at the requesting entity’s expense, audit such books and records in order to permit such requesting entity to determine compliance with the terms of this Development Agreement or the accuracy of any information contained in any statement, notice, invoice or report required to be provided under this Development Agreement. All such Parties and Limited Parties shall use their best efforts to resolve any issues, discrepancies, or inaccuracies discovered in any such statement, notice, invoice or report or in such requesting entity’s review or audit of the applicable books and records. For so long as BNP is providing a Letter of Credit to secure the TCMD2013 Bond Reissue or any amounts are due and owing to BNP in connection with the TCMD2013 Bond Reissue, BNP shall have the same right to reasonable access to review and audit books and records to determine compliance with the terms of this Development Agreement or the accuracy of any information as set forth above with respect to the Town, AURA, the PICS and the Districts. 6.18 Cooperation Regarding Delinquent Public Improvement Fees. If the PICs are unable to collect any portion of the Public Improvement Fees due to delinquency, deficiency, or failure to file, the PICs may promptly notify the Town in writing, and the Town shall institute the procedures authorized under the Municipal Code to enforce and collect the corresponding Town tax, interest, penalties and costs. The Town shall then remit, subject to annual appropriation to the extent required by Section 20 of Article X of the Colorado Constitution, such tax revenues to the PICs or to the District, subject to the following conditions: (a) the Town shall retain an amount equal to its costs incurred in enforcing its collection of taxes under the Municipal Code, as well as an administrative fee equal to 20% of any tax and/or penalty actually collected; (b) the obligation is subject to any prior lien on such Town taxes securing the Town’s sales tax revenue bonds outstanding as of the date of the Original Agreement; (c) the Town will have no responsibility to collect Public Improvement Fees which are in excess of the corresponding Town tax or which are assessed against any transaction that is exempt from the corresponding Town tax under the Municipal Code as then in effect; and (d) the Town does not guarantee or insure that it will be able to collect any delinquent or deficient Public Improvement Fees. Under no circumstances shall the Town be subject to any legal liability to the PICs or to the Districts on account of the Town’s 58 1001679.22 FINAL 1044033.12 failure to collect some or all of the delinquent or deficient Public Improvement Fees on behalf of such entities. The Town acknowledges that if the person or entity which failed to timely remit such Public Improvement Fees subsequently remits such Public Improvement Fees to the applicable PIC, such payment shall result in the application of the Tax Credit (if applicable) against such person or entity’s corresponding tax obligation (if any), which Tax Credit shall fully satisfy any corresponding tax liability to the Town. The Town shall nevertheless be entitled to recover from the PICs the administrative fee and any costs incurred in the enforcement and recovery of such Public Improvement Fees. 6.19 Creation of Additional PICs and/or Districts. Master Developer reserves the right to create such additional PICs as may be necessary or desirable from time to time. With the prior written consent of BNP (for so long as there are outstanding obligations to BNP under the TCMD2013 Reissue Documents or any subsequent reissue or refunding of such bonds) and Master Developer, the applicable Landowner(s) may petition for the creation of additional Districts to provide services and/or Public Improvements and/or other forms of improvements benefiting all or any portion of the Property. The Town shall reasonably cooperate with Master Developer and such Landowners, as applicable, with respect to the creation of such additional PICs and/or Districts. 6.20 Operation of PICs and Districts. The formation documents of the PICs and the Districts,together with contracts entered into by and between the PICs and the Districts, require the PICs and the Districts to honor their obligations under this Development Agreement, including the obligation of the PICs to cause the Credit PIF Revenues and the Add-On RSF Revenues to be imposed, collected, remitted and utilized as required by t he terms of this Development Agreement. The Town shall cooperate with the operation of the Districts, and with implementation of the Financing Plan. 6.21 Dissolution of Districts. Unless Master Developer requests the Town to do so earlier, the Town shall not initiate or pursue any proceeding to dissolve any District until after the earlier to occur of either: (a) the twenty-fifth (25th) anniversary of the first issuance of bonds by either District; or (b) such time as all infrastructure improvements and public amenities contemplated in the service plans for the Districts have been constructed and no issued general obligations or revenue obligations of the Districts remain outstanding with respect thereto. Any dissolution of any District shall be conducted in accordance with the provisions and procedures set forth in Colorado Revised Statutes §§ 32-1-701, et seq., as in effect as of the Original Effective Date. ARTICLE 7 Default; Remedies 7.1 Default by Town. A “breach” or “default” by t he Town shall be defined as: (i) any zoning, land use or other action or inaction, direct, indirect or pursuant to an initiated measure, taken without Master Developer’s and the affected Landowner’s or Landowners’ consent, that alters, impairs, prevents, diminishes, imposes a moratorium on development, delays or otherwise adversely affects any development, use or other rights of the Landowners under this Development Agreement or the Development Plan; or (ii) the Town’s failure to fulfill or perform any obligation of the Town that is expressly set forth in this Development Agreement. 59 1001679.22 FINAL 1044033.12 7.2 Default by TCMD or VMD. A “breach” or “default” by TCMD or VMD shall be defined as TCMD’s or VMD’s respective failure to fulfill or perform any obligation of TCMDsuch Party that is expressly set forth in this Development Agreement. 7.3 Default by Master Developer. A “breach” or “default” by Master Developer shall be defined as Master Developer’s failure to fulfill or perform any obligation of Master Developer that is expressly set forth in this Development Agreement. 7.4 Default by Limited Party. A “breach” or “default” by a Limited Party shall be defined as such Limited Party’s failure to fulfill or perform any obligation of such Limited Party that is expressly set forth in this Development Agreement. 7.5 No Cross-Defaults. No default by a Party or a Limited Party that is asserted or judicially d etermined to exist under this Development Agreement shall be construed to constitute a default of any other Party or Limited Party under this Development Agreement. No default of a Party or a Limited Party that is asserted or judicially determined to exist under this Development Agreement shall be construed to constitute a default of such Party o r Limited Party u nder any o ther agreement to which such Party o r Limited Party i s a party. N o default of a Party o r a Limited Party that is asserted or judicially determined to exist under another agreement to which such Party or Limited Party is a party shall be construed to constitute a default by such Party or Limited Party under this Development Agreement. 7.6 Notices of Default. In the event of a default by a Party or by a Limited Party under this Development Agreement, a non-defaulting Party, non-defaulting Limited Party and/or Intended Beneficiary m ay d eliver written notice to the defaulting Party or defaulting Limited Party (with a copy to each other Party, Limited Party and Intended Beneficiary) of such default, at the address specified in Section 8.12, and the defaulting Party or defaulting Limited Party shall have 30 days from and after receipt of such notice to cure such default. If such default is not of a type which can be cured within such 30-day p eriod and the defaulting Party or defaulting Limited Party gives written notice to each non-defaulting Party, non-defaulting Limited Party and Intended Beneficiary within such 30-day period that it is actively and diligently pursuing such cure, the defaulting Party or defaulting Limited Party shall have a reasonable period of time given the nature of the default following the end of such 30-day period to cure such default, provided that such defaulting Party or defaulting Limited Party is at all times within such additional time period actively and diligently pursuing such cure. Failure or delay in the delivery of a notice of default pursuant to this Section 7.6 shall not be construed to constitute a waiver of any such default, and such notice of default may be delivered at any time during which a default has occurred and not been cured. The defaulting Party’s or defaulting Limited Party’s obligation to cure shall not arise until such notice of default has been delivered as provided herein, and no claim shall be filed with respect to a default prior to delivery o f a default notice and expiration of the cure period as set forth above. 7.7 Remedies. (a)General. If any default under this Development Agreement is not cured as described in Section 7.6, any non-defaulting Party, any non-defaulting Limited Party and/or Intended Beneficiary shall, except to the extent otherwise limited by an express provision of this 60 1001679.22 FINAL 1044033.12 Development Agreement, be entitled to enforce the provisions and any remedy provided in this Development Agreement at law or in equity, and relief in the nature of injunctive relief, mandamus, specific performance or damages or a combination may be awarded. The remedies available shall include, but not be limited to, ex parte applications for temporary r estraining orders, preliminary injunctions and permanent injunctions and actions for specific performance of the defaulting Party’s or defaulting Limited Party’s obligations and/or damages. All of the remedies permitted or available under this Development Agreement, at law, by statute or in equity shall be cumulative and not in the alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. For the avoidance of doubt and in order to clarify the effect of the foregoing as it relates to the Financing Plan: (i) the Town hereby forever waives and relinquishes any claim or right to terminate the Tax Credit for so long as any District Debts remain outstanding; and (ii) in consideration of this Development Agreement constituting an intergovernmental agreement by and among the Town, AURA, TCMD and VMD pursuant to C.R.S. §§ 29-1-203 and 29-20-105, each such governmental or quasi governmental entity expressly acknowledges that the Town, AURA, TCMD and VMD each shall have standing to enforce this Development Agreement, including specific performance, and affirms its intent that the obligations of each such governmental or quasi-governmental entity are to be enforced in accordance with their terms and each such entity e xpressly w aives any right to object to or assert any d efense against the entry o f an order requiring specific performance (or other mandatory or prohibitory injunctive relief) of such obligations. (b)Impairment of Vested Property Rights. The Town acknowledges that this Development Agreement and the Development Plan constitute a development agreement which confers rights beyond those provided by the three (3) year statutory vesting approach described in the Vested Property Rights Statute. In the event of an uncured breach or default by the Town, in addition to any o ther remedies, Master Developer and any a ffected Landowner shall be entitled to: (i)recover from the Town the Past Developer Advances and any other damages that would have been specificall y available pursuant to C.R.S. § 24-68-105(1)(c) as in effect on the Effective Date, plus any other and additional damages provable at law. (ii)cause the Property, or any portion thereof designated by Master Developer and the pertinent Landowner, to be disconnected from the Town. (c)Limited Parties. The Limited Parties’ remedies shall be as follows: (i)AURA. AURA shall have no rights arising under this Development Agreement to enforce any o bligation of any o ther Party o r to obtain any remedy a gainst an y Party. (ii)EMD. EMD shall have all rights and remedies available to Master Developer. (iii)The Commercial PIC. The Commercial PIC’s rights arising under this Development Agreement to enforce any obligation of any other Party or to obtain any remedy against any Party shall be limited to the following rights and remedies: 61 1001679.22 FINAL 1044033.12 (A)Pursuant to Sections 4.2(a) and 6.2, the right to enforce the Town’s obligations to maintain the Tax Credit in effect. (B)Pursuant to Section 4.2(b), the right to require the Town’s cooperation in implementing the Add-On RSF. (C)Pursuant to Sections 6.3(a)and 6.3(b), the right to enforce the Town’s obligations with respect to application of the real estate transfer tax and Real Estate Transfer Fee, and with respect to retail sales transactions that are effected remotely. (D)Pursuant to Section 6.5(b), the right to enforce the Town’s obligations with respect to use of the Municipal Payments and the Credit PIF Revenues that do not constitute Municipal Payments. (iv)The Mixed Use PIC. The Mixed-Use PIC’s rights arising under this Development Agreement to enforce any obligation of any other Party or to obtain any remedy against any Party shall be limited to the following rights and remedies: (A)Pursuant to Sections 4.2(a) and 6.2, the right to enforce the Town’s obligations to maintain the Tax Credit in effect. (B)Pursuant to Section 4.2(b), the right to require the Town’s cooperation in implementing the Add-On RSF. (C)Pursuant to Sections 6.3(a)and 6.3(b), the right to enforce the Town’s obligations with respect to application of the real estate transfer tax and Real Estate Transfer Fee, and with respect to retail sales transactions that are effected remotely. (D)Pursuant to Section 6.5(b), the right to enforce the Town’s obligations with respect to use of the Municipal Payments and the Credit PIF Revenues that do not constitute Municipal Payments. (d)Intended Beneficiaries. Each of the following Intended Beneficiaries shall have the right to enforce specified provisions of this Development Agreement, as described below. (i)BNP. For so long as there are outstanding obligations to BNP under the TCMD2013 Reissue Documents (or any subsequent reissue or refunding of such bonds), BNP shall have all rights and remedies available to a Party with respect to enforcement of the following Town and/or AURA and/or other expressly identified obligations: (A)Generally, the obligations set forth in Article 4 and Article 6. (B)Pursuant to Sections 4.2(a) and 6.2, the Town’s obligation to maintain the Tax Credit in effect. 62 1001679.22 FINAL 1044033.12 (C)Pursuant to Sections 6.3(a)and 6.3(b), the right to enforce the Town’s obligations with respect to application of the real estate transfer tax and Real Estate Transfer Fee, and with respect to retail sales transactions that are effected remotely. (D)Pursuant to Section 6.7(c), BNP’s right to participate on the AURA board of directors with respect to any u rban renewal plans for any portion of the Property. (E)Pursuant to Sections 5.1(e)and 5.3(e), BNP’s right to participate on the TCMD board of directors and right for its designee to hold a property interest sufficient to qualify for appointment or election to be a TCMD director. (ii)VMD. (A)Pursuant to Section 6.7(d), VMD’s right with respect to any urban renewal plans for any portion of the Property located within VMD’s service area to enforce the obligations of AURA and the Town with respect to VMD’s ad valorem property taxes and the uses of all tax increment revenues collected by AURA. (B)Pursuant to Section 4.2(f), VMD’s right to enforce the Town’s obligation regarding waiver of Chapter 18.01 of the Municipal Code (as in effect from time to time). (ii)(iii) Developer Affiliates and Landowners. Each Developer Affiliate and each Landowner shall have all rights and remedies available to Master Developer. ARTICLE 8 Miscellaneous 8.1 Applicable Law. This Development Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. 8.2 No Joint Venture or Partnership. No form of joint venture or partnership exists between the Town, Master Developer, AURA, the PICs, the Districts and/or BNP, and nothing contained in this Development Agreement shall be construed as making any of the Parties, Limited Parties and/or Intended Beneficiaries joint venturers or partners. 8.3 Expenses. Except as otherwise provided in this Development Agreement, Master Developer, EMD, TCMD,VMD,each Developer Affiliate, each Limited Party, each Intended Beneficiary and the Town shall each bear their respective costs and expenses associated with entering into, implementing and enforcing the terms of this Development Agreement. 63 1001679.22 FINAL 1044033.12 8.4 Waiver. No waiver of one or more of the terms of this Development Agreement shall constitute a waiver of other terms. No waiver of any provision of this Development Agreement in any instance shall constitute a waiver of such provision in other instances. 8.5 Town Findings. Town Council hereby finds and determines that execution of this Development Agreement provides a public benefit to the Town and its citizens, is in the best interests of the public health, safety, and general welfare, and the provisions of this Development Agreement are consistent with all applicable development laws, regulations and policies of the Town. Town Council further specifically finds: (i) the Town’s approval of this Development Agreement and the Development Plan generally i s pursuant to the authority of the Vested Property Rights Statute and the Municipal Annexation Act of 1965 set forth at CRS § 31-12-101, et seq., and, to the extent permitted by law, the Town is acting in a proprietary capacity in approving the Financing Plan and therefore shall bind the Town with regard to the Town’s rights and obligations during the Term, particularly with regard to the Town’s obligation to maintain the Tax Credit in effect, in accordance with the terms and remedies set forth in this Development Agreement; (ii) the Financing Plan and the Town’s agreement to forego the collection of sales tax revenues, real estate transfer tax revenues and accommodations/lodging tax revenues by maintaining the Tax Credit in effect during the Term does not constitute the creation of a multiple-fiscal year direct or indirect debt or other financial obligation of the Town, and does not constitute a new tax, tax rate increase or tax policy change directly causing a net tax revenue gain to the Town; and (iii) nothing in this Development Agreement constitutes (A) a pledge of the Town’s credit, (B) special legislation under Article V, section 25 of the Colorado Constitution, or (C) a grant in aid under Article XI, sections 1 and 2 of the Colorado Constitution. 8.6 Severability. If a final order issued by a court of competent jurisdiction holds any term, provision, covenant or condition of this Development Agreement to be invalid, void or unenforceable, the remaining provisions of this Development Agreement shall, unless amended or modified as provided in Section 1.5, continue in full force and effect so long as enforcement of the remaining provisions would not deprive the Party(ies) or Limited Party(ies) against whom they a re being enforced of a material benefit of the bargain under this Development Agreement or otherwise be inequitable to such Party or Limited Party under the facts and circumstances then pertaining. For the avoidance of doubt, a determination that the Town’s obligation to maintain the Tax Credit in effect in accordance with the terms and conditions of the Financing Plan, or a determination that the Town’s right to receive the Municipal Payments, is invalid, void, unenforceable or that the remedy of specific performance is not available with respect to the Town’s obligations under the Financing Plan or the Town’s right to receive the Municipal Payments: (i) shall be construed as depriving the adversely affected Parties and Limited Parties of a material benefit of the bargain and being otherwise inequitable to such Parties and Limited Parties; and (ii) this Development Agreement shall be deemed void and of no further effect unless modified by the Parties as provided in Section 1.5 or judicially reformed in such a manner that the Town’s obligations and commitments set forth in the Financing Plan, and/or the Town’s right to receive Municipal Payments, as applicable, can be materially performed and complied with by alternative means. Unless amended or reformed as provided herein, entry of a final order holding the Town’s obligation to maintain the Tax Credit in effect invalid or unenforceable shall entitle Master Developer and affected Landowners to entry of an order enforcing the remedy set forth in Section 7.7(b)(ii)and, correspondingly, entry of a final order holding the Town’s right to receive Municipal Payments invalid or unenforceable shall entitle the Town to disconnect the Property. 64 1001679.22 FINAL 1044033.12 8.7 Further Assurances. Each Party shall undertake such actions and shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out this Development Agreement in order to provide and secure to the other Party the full and complete enjoyment of its rights and privileges under this Development Agreement. 8.8 TCMD and VMD Obligations. Except with respect to funding of the Asphalt Overlay Account in accordance with the terms and conditions of Section 6.6(a)(iii)and funding of the Annual Debt Service Obligation, all obligations of TCMD and VMD under this Development Agreement to pay money are subject to annual budget and appropriation, and are subordinate to any bonds issued by TCMD and/or VMD. 8.9 Complete Agreement. This Development Agreement constitutes the final, complete and exclusive statement of the terms of the agreement among the Parties pertaining to the subject matter of this Development Agreement and supersedes all prior and contemporaneous understanding or agreements of the Parties. This Development Agreement may not be contradicted by e vidence of any p rior or contemporaneous statements or agreements, including but not limited to the Settlement Term Sheet, the Original Agreement and any oral or written communications exchanged during the public review process leading to approval of this Development Agreement. 8.10 Construction. Each Party has participated fully in the review and revision of this Development Agreement. A ny r ule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to interpreting this Development Agreement. The language in this Development Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party. 8.11 Assignment. This Development Agreement shall be binding upon and, except as otherwise provided in this Development Agreement, shall inure to the benefit of the successors in interest or the legal representatives of the Parties. Master Developer shall have the right to assign or transfer all or any portion of its interests, rights or obligations under this Development Agreement to third parties acquiring an interest or estate in the Property, including, but not limited to, purchasers or long term ground lessees of individual lots, parcels, or of any improvements now or hereafter located within the Property, provided that to the extent Master Developer assigns any of its obligations under this Development Agreement, the assignee of such obligations shall expressly assume such obligations. The express assumption of any of Master Developer’s obligations under this Development Agreement by its assignee or transferee shall thereby relieve Master Developer of any further obligations under this Development Agreement with respect to the matter so assumed. BNP Paribas shall provide written notice to the Parties of any successor or assignee entity that assumes BNP’s rights and obligations pursuant to this Development Agreement. 8.12 Notices. All approvals, consents, notices, objections, and other communications (a “Notice” and, collectively, “Notices”) under this Development Agreement shall be in writing and shall be deemed properly given and received when personally delivered, or sent by overnight courier, or by email (pdf), or by registered or certified United States mail, postage prepaid, addressed to the respective Parties, Limited Parties or Intended Beneficiaries at their respective 65 1001679.22 FINAL 1044033.12 addresses as set forth below. Notices shall be deemed effective: (i) if personally delivered, when actually given and received; or (ii) if by overnight courier service, on the next business day following deposit with such courier service; or (iii) if by e mail (pdf), on the same day i f sent before 5:00 P.M. Mountain Time, or on the next business day if sent after 5:00 P.M. Mountain Time; or (iv) if by registered or certified United States mail, postage prepaid, three (3) business days after mailed. A ll Notices shall be addressed as follows (or to such other address as may b e subsequently specified by Notice given in accordance herewith): To the Town: To wn of Av on P.O. Box 975 One Lake Street Av on, Colorado 81620 Attention: To wn Manager Te lephone: (970) 748-4452 Email: vegger@avon.org Wi th a required copy to: To wn of Av on P.O. Box 975 One Lake Street Av on, Colorado 81620 Attention: To wn Attorney Te lephone: (970) 748-4000 Email: townattorney@avon.org To TCMD: Traer Creek Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Te lephone: (303) 987-0835 Email: ljacoby@sdmsi.com 66 1001679.22 FINAL 1044033.12 Wi th a required copy to: McGeady Sisneros, P.C. 450 E. 17th Av enue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Te lephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com To VMD: The Village Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Te lephone: (303) 987-0835 Email: ljacoby@sdmsi.com Wi th a required copy to: McGeady Sisneros, P.C. 450 E. 17th Av enue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Te lephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com To Master Developer: Traer Creek LLC P.O. Box 9429 0101 Fawcett Road, Suite 210 Av on, CO 81620 Attn: Marcus Lindholm, Manager Te lephone: (970) 949-6776 Email: marcuslindholm@traercreek.com Wi th a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ay ers Te lephone: 303.825.8400 Email: munsey@ottenjohnson.com 67 1001679.22 FINAL 1044033.12 EMD Limited Liability Company c/o Lava Corporation P.O. Box 9429 0101 Fawcett Road,Suite 210 Av on, CO 81620 Attn: Michael Lindholm, President Te lephone: (970) 949-6776 Email: michaellindholm@traercreek.com Wi th a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ay ers Te lephone: 303.825.8400 Email: munsey@ottenjohnson.com 68 1001679.22 FINAL 1044033.12 To the Limited Parties: Av on Urban Renewal Authority P.O. Box 975 One Lake Street Av on, Colorado 81620 Attention: To wn Manager Te lephone: (970) 748-4452 Email: vegger@avon.org Wi th a required copy to: Av on Urban Renewal Authority P.O. Box 975 One Lake Street Av on, Colorado 81620 Attention: To wn Attorney Te lephone: (970) 748-4000 Email: townattorney@avon.org The Village (at Av on) Mixed-Use Public Improvement Company 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Te lephone: (303) 987-0835 Email: ljacoby@sdmsi.com Wi th a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ay ers Te lephone: 303.825.8400 Email: munsey@ottenjohnson.com The Village (at Av on) Commercial Public Improvement Company 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Te lephone: (303) 987-0835 Email: ljacoby@sdmsi.com 69 1001679.22 FINAL 1044033.12 Wi th a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ay ers Te lephone: 303.825.8400 Email: munsey@ottenjohnson.com To the Intended Beneficiaries: BNP Paribas, an International Bank 787 Seventh Av enue, 9th Floor New Yo rk, NY 10019 Attn: Barbara Eppolito Te lephone: 212.841.3607 Email: barbara.eppolito@us.bnpparibas.com Wi th a required copy to: Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203-4532 Attn: Brandee Caswell Te lephone: (303) 607-3826 Email: Brandee.Caswell@faegrebd.com Developer Affiliates c/o Traer Creek LLC [Utilizing the Master Developer contact and required copy information set forth above.] The Village Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Te lephone: (303) 987-0835 Email: ljacoby@sdmsi.com Wi th a required copy to: McGeady Sisneros, P.C. 450 E. 17th Av enue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Te lephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com 70 1001679.22 FINAL 1044033.12 8.13 Counterparts. This Development Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties and the Limited Parties have executed this Development Agreement as of the Execution Date, with the intent that this Development Agreement shall be legally binding on each such signatory and legally attach to and encumber the Property upon the occurrence of the Effective Date. [SIGNATURE AND NOTARY PAGES FOLLOW THIS PAGE] 71 1001679.22 FINAL 1044033.12 Signature and Notary Pages for Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Av on) PARTIES: TOWN: THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado By: Name: Title: Approved as to legal form by: Eric J. Heil, Esq., Town Attorney STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by _____________________ as __________________ of THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 72 1001679.22 FINAL 1044033.12 TCMD: TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by Daniel J. Leary as President of TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado. Witness my hand and official seal. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 73 1001679.22 FINAL 1044033.12 VMD: THE VILLAGE METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by Daniel J. Leary as President of THE VILLAGE METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 74 1001679.22 FINAL 1044033.12 MASTER DEVELOPER: TRAER CREEK LLC, a Colorado limited liability company By: Name: Michael Lindholm Title: Authorized Signatory STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by Michael Lindholm as Authorized Signatory of TRAER CREEK LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 75 1001679.22 FINAL 1044033.12 EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company By: Lava Corporation, a Colorado corporation, its Manager By: Name: Michael Lindholm Title: President STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by M ichael Lindholm as President of Lava Corporation, a Colorado corporation, Manager of EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 76 1001679.22 FINAL 1044033.12 LIMITED PARTIES: AURA: THE AVON URBAN RENEWAL AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado By: Name: Title: Approved as to legal form by: Eric J. Heil, Esq., Town Attorney STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by _____________________ as _____________________ of THE AVON URBAN RENEWAL AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 77 1001679.22 FINAL 1044033.12 MIXED USE PIC: THE VILLAGE (AT AVON) MIXED USE PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation By: Name: Title: STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by _____________________ as ________________________ of THE VILLAGE (AT AVON) MIXED USE PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 78 1001679.22 FINAL 1044033.12 COMMERCIAL PIC: THE VILLAGE (AT AVON) COMMERCIAL PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation By: Name: Title: STATE OF COLORADO ) )ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by _____________________ as ________________________ of THE VILLAGE (AT AVON) COMMERCIAL PUBLIC IMPROVEMENT COMPANY, a Colorado non profit corporation. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 79 1001679.22 FINAL 1044033.12 ACKNOWLEDGEMENT AND CONSENT OF BNP PARIBAS The undersigned representatives of BNP Paribas, an international bank (as defined in the foregoing Development Agreement, “BNP”), in its capacity as the issuer of irrevocable direct pay letter(s) of credit securing the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2002, and the Traer Creek Metropolitan District Variable Rate Revenue Bonds, Series 2004, hereby acknowledge and consent to the foregoing Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon). BNP PARIBAS: By: Name: Title: BNP PARIBAS: By: Name: Title: STATE OF NEW YORK ) )ss. COUNTY OF _______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by _____________________ as ________________________ of BNP Paribas. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 80 1001679.22 FINAL 1044033.12 STATE OF NEW YORK ) )ss. COUNTY OF _______________) The foregoing instrument was acknowledged before me this ____ day o f _________, 2013, by _____________________ as ________________________ of BNP Paribas. Witness my hand and official seal. My commission expires: Notary Public (SEAL) A-1 1001679.22 FINAL 1044033.5 EXHIBIT A Legal Description of the Property Lots 2, 3 and 4, and Tracts B and E, Final Plat, The Village (at Avon) Filing 1, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 795007; Lots 1, 5 and 6, and Tracts A, C, D, F and G, Amended Final Plat, The Village (at Avon) Filing 1, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 898173; Lots 1 through 5, inclusive, and Tracts A through H, inclusive, Final Plat, The Village (at Avon) Filing 2, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 796831; Tracts A, D, E, G and H, Final Plat, The Village (at Avon) Filing 3, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 882776; and Tracts B and F, Amended Final Plat, The Village (at Avon) Filing 3, A Reconfiguration of Tracts B and F, according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 200712166. TOGETHER WITH THE FOLLOWING PARCEL (OS5): That part of the NE 1/4 of Section 17, Township 5 South, Range 81 West of the Sixth Principal Meridian, Eagle County, Colorado, according to the Dependent Resurvey of said Township and Range, accepted November 1, 1943 by the Department of the Interior General Land Office in Washington, D.C., lying north of the Denver & Rio Grande Western Railroad right-of-way line, described as follows: Beginning at the N 1/4 corner of said Section 17; thence S8923'’36"”E 526.76 feet, along the northerly line of said NE 1/4 of Section 17, to the northerly right-of-way line of the Denver & Rio Grande Western Railroad; thence, departing said northerly line of Section 17, the following two courses along the northerly right-of-way line of the Denver & Rio Grande Western Railroad, said northerly right-of-way line being parallel with and 50 feet northerly of the centerline of the existing railroad tracks: (1) S8036'’27"”W 267.66 feet; (2) 263.93 feet along the arc of a curve to the right, having a radius of 2486.03 feet, a central angle of 0604'’58"”, and a chord which bears S8338'’57"”W 263.81 feet, to the westerly line of said NE 1/4 of Section 17; thence N0020'’55"”W 78.44 feet, along said westerly line, to the point of beginning containing 0.53 acres, more or less. TOGETHER WITH THE FOLLOWING PARCEL (OS6): That part of the NE 1/4 of Section 17, Township 5 South, Range 81 West of the Sixth Principal Meridian, Eagle County, Colorado, according to the Dependent Resurvey of said Township and Range, accepted November 1, 1943 by the Department of the Interior General Land Office in Washington, D.C., lying south of the Denver & Rio Grande Western Railroad right-of-way line and north of the centerline of the Eagle River, described as follows: Beginning at the Northeast corner of said Section 17; thence S0141'’49"”E 96.93 feet, along the easterly line of said Section 17, to the True Point of Beginning; thence, continuing along said easterly A-2 1001679.22 FINAL 1044033.5 line, S0141'’49"”E 73.07 feet, to the centerline of said Eagle River; thence the following four courses along said centerline (Filum aquce): (1) N8924'’49"”W 1037.9 feet; (2) N8607'’49"”W 472.00 feet; (3) N8929'’49"”W 538.00 feet; (4) S8233'’11"”W 595.15 feet, to the westerly line of said NE 1/4; thence N0020'’55"”W 49.18 feet, along said westerly line to the southerly right-of-way line of the Denver & Rio Grande Western Railroad; thence, departing said westerly line of Section 17, the following five courses along the southerly right-of-way line of the Denver & Rio Grande Western Railroad, said southerly right-of-way line being parallel with and 50 feet southerly of the centerline of the existing railroad tracks: (1) 279.72 feet along the arc of a curve to the left, having a radius of 2586.03 feet, a central angle of 0611'’51"”, and a chord which bears N8342'’23"”E 279.58 feet; (2) N8036'’27"”E 350.86 feet; (3)686.44 feet along the arc of a curve to the right, having a radius of 3171.27 feet, a central angle of 1224'’07"”, and a chord which bears N8648'’31"”E 685.10 feet; (4) S8659'’25"”E 1216.38 feet; (5) 112.54 feet along the arc of a curve to the right, having a radius of 2549.33 feet, a central angle of 0231'’46"”. and a chord which bears S8543'’31"”E 112.53 feet, to the True Point of Beginning, containing 5.28 acres, more or less. TOGETHER WITH THE FOLLOWING PARCEL (EAST PARCEL): Those parts of Sections 7, 8, 9 & 10, Township 5 South, Range 81 West of the Sixth Principal Meridian, Eagle County, Colorado, according to the Dependent Resurvey of said Township and Range, accepted November 1, 1943 by the Department of the Interior General Land Office in Washington, D.C., described as a whole as follows: Beginning at the Northwest corner of said Section 8; thence the following four courses along the northerly line of said Section 8: (1) N8840'’41"”E 1379.49 feet, to the W 1/16 corner of said Section 8 and Section 5 of said Township and Range; (2) N8840'’41"”E 1379.49 feet, to the 1/4 corner of said Sections 8 and 5; (3) N8842'’58"”E 1385.36 feet, to the E 1/16 corner of said Sections 8 and 5; (4) N8842'’58"”E 1385.36 feet, to the corner of said Sections 5, 8 and 9 and Section 4 of said Township and Range; thence the following four courses along the northerly line of said Section 9: (1) N8329'’30"”E 1386.63 feet, to the W 1/16 corner of said Sections 9 and 4; (2) N8329'’30"”E 1386.64 feet, to the 1/4 corner of said Sections 9 and 4; (3) N8324'’12"”E 1386.30 feet, to the E 1/16 corner of said Sections 9 and 4; (4) N8324'’12"”E 1386.30 feet, to the corner of said Sections 4, 9 and 10 and Section 3 of said Township and Range; thence the following two courses along the northerly line of said Section 10: (1) N8639'’24"”E 1381.29 feet, to the W 1/16 corner of said Sections 10 and 3; (2) N8639'’24"”E 1299.94 feet; thence, departing said northerly line, S0134'’07"”W 2699.66 feet, to the east-west centerline of said Section 10; thence, along said east-west centerline, S8632'’23"”W 1304.06 feet, to the W 1/16 corner of said Section 10; thence S0132'’50"”W 1349.33 feet, along the easterly line of the NW 1/4 SW 1/4 of said Section 10, to the SW 1/16 corner of said Section 10; thence S8632'’47"”W 1384.91 feet, along the southerly line of said NW 1/4 SW 1/4, to the S 1/16 corner of said Sections 10 and 9; thence S7710'’15"”W 1413.37 feet, along the southerly line of the NE 1/4 SE 1/4 of said Section 9, to the SE 1/16 corner of said Section 9; thence S0133'’02"”W 1475.32 feet, along the easterly line of the SW 1/4 SE 1/4 of said Section 9, to the E 1/16 corner of said Section 9 and Section 16 of said Township and Range; thence S7220'’31"”W 1450.43 feet, along the southerly line of said SW 1/4 SE 1/4, to the 1/4 corner of said Sections 9 and 16; thence N0134'’18"”E 1601.52 feet, to the CS 1/16 corner of said Section 9; thence S8607'’30"”W 1378.19 feet, along the southerly line of the NE 1/4 SW 1/4 of said Section 9, to the SW 1/16 corner of said Section 9; thence S0133'’13"”W 1506.37 feet, along the easterly line of the SW 1 /4 SW 1/4 of said Section 9, to the W 1/16 corner of said Sections 9 and 16; thence N89°55’04”W 1371.96 feet, along the southerly line of said SW 1 /4 SW 1 /4 to the section corner of said Sections 8, 9, 16, and 17 of s aid Township A-3 1001679.22 FINAL 1044033.5 and Range; thence N01°32’00”E 3.82 feet, along the westerly line of Section 9, to the northerly right-of-way line of the Denver & Rio Grande Western Railroad, said northerly right-of-way line being parallel with and 50 feet northerly of t he centerline of the existing railroad tracks; thence the following two courses along said northerly right-of-way line: (1) 104.48 feet along the arc of a curve to the left, having a radius of 2649.33 feet, a central angle of 02°15’34”, and a chord which bears N85°51’36”W 104.47 feet; (2) N86°59’25”W 1213.28 feet, to the westerly line of the SE 1/4 SE 1/4 of said Section 8; thence N00°51’07”E 1337.77 feet, along said westerly line, to the SE 1/16 corner of said Section 8; thence N8954'’54"”W 1333.58 feet, along the southerly line of the NW 1/4 SE 1/4 of said Section 8, to the CS 1/16 corner of said Section 8; thence N8958'’35"”W 1366.46 feet, along the southerly line of the NE 1/4 SW 1/4 of said Section 8, to the SW 1/16 corner of said Section 8; thence S0001'’37"”E 919.47 feet, along the easterly line of the SW 1/4 SW 1/4 of said Section 8, to the northerly right-of-way line of Interstate Highway No. 70, as described in the deed recorded in Book 223 at Page 982 in the office of the Eagle County, Colorado, Clerk and Recorder; thence the following ten courses along said northerly right-of-way line: (1) N6530'’20"”W 249.79 feet; (2) N7847'’50"”W 317.2 feet; (3) N8308'’20"”W 506.7 feet; (4) 772.2 feet along the arc of a curve to the right, having a radius of 1462.0 feet, a central angle of 3015'’52"”, and a chord which bears N5457'’56"”W 763.3 feet; (5) N3437'’50"”W 331.1 feet; (6) N3444'’20"”W 368.5 feet; (7) 804.9 feet along the arc of a curve to the left, having a radius of 1812.0 feet, a central angle of 2527'’04"”, and a chord which bears N5129'’50"”W 798.3 feet; (8) N6824'’50"”W 399.7 feet; (9) N4947'’20"”W 213.6 feet; (10) N7020'’50"”W 765.1 feet, to the northerly line of the SE 1/4 of said Section 7; thence the following two courses along said northerly line: (1) N8950'’40"”E 1194.46 feet, to the CE 1/16 corner of said Section 7; (2) N8950'’40"”E 1378.25 feet, to the 1/4 corner of said Sections 7 and 8; thence the following two courses along the westerly line of said Section 8: (1) N0010'’53"”W 1369.09 feet, to the S 1/16 corner of said Sections 7 and 8; thence N0010'’53"”W 1369.10 feet, to the point of beginning. EXCLUDING from above The Village (at Avon) Filing 3 according to the plat thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder under Reception No. 882776. Said East Parcel containing 1366.95 acres, more or less, with The Village (at Avon) Filing 3 area subtracted. B-1 1001679.22 FINAL 1044033.5 EXHIBIT B Form of Special Warranty Deed for Conveyances to To wn SPECIAL WARRANTY DEED [STATUTORY FORM –C.R.S. § 38-30-115] [TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado](“Grantor”), whose street address is [141 Union Boulevard, Suite 150, c/o Special District Management, Lakewood, CO 80228-1898, County of Jefferson], State of Colorado, for the consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, hereby sells and conveys to THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado (“Grantee”), whose street address is 400 Benchmark Road, Avon, Colorado 81620, County of Eagle, State of Colorado (“Grantee”), the real property that is described on Exhibit A attached hereto and made a part hereof, with all its appurtenances, and warrants the title to the same against all persons claiming under Grantor, subject to the matters set forth on Exhibit B attached hereto and made a part hereof. [TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado] By: Name: Title: STATE OF ___________) ) ss: COUNTY OF _________) The foregoing instrument was acknowledged before me this ____ day of ____________________, 200__, by _________________________ as ________________ of _____________________________, a ____________________. Witness my hand and official seal. My commission expires: Notary Public B-2 1001679.22 FINAL 1044033.5 EXHIBIT A TO SPECIAL WARRANTY DEED Description of the Property [insert description of property or property interest to be conveyed] B-3 1001679.22 FINAL 1044033.5 EXHIBIT B TO SPECIAL WARRANTY DEED Restrictions and/or Reservations Restrictions: Conveyance of the Property pursuant to the foregoing Special Warranty Deed is subject to the following restrictions, which restrictions shall be binding on Grantee and all successors and assigns of Grantee,and which Grantor and its successors and assigns shall have the right to enforce by an action for specific performance, mandamus, mandatory or prohibitory injunction or other equitable or legal remedy: 1.[insert applicable use/other deed restrictions or state non applicable] Reservations: Conveyance of the Property pursuant to the foregoing Special Warranty Deed is subject to Grantor’s reservation of the following rights with respect to the Property: 1.[insert applicable reservations or state non applicable] Exceptions: Conveyance of the Property pursuant to the foregoing Special Warranty Deed is subject to the following exceptions: 1.[insert applicable exceptions] C-1 1001679.22 FINAL 1044033.5 EXHIBIT C Form of Covenant and Temporary Easement Agreement COVENANT AND TEMPORARY EASEMENT AGREEMENT THIS COVENANT AND TEMPORARY EASEMENT AGREEMENT (this “Easement Agreement”) is made and entered into as of this _____ day of _________________, 2013 (“Effective Date”), b y and between the TOWN OF AVON, a home rule municipal corporation of the State of Colorado (together with its successors and assigns, “Grantor”); and EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company (together with its successors and assigns, “Grantee”). Recitals A.Grantor is the owner of certain real property located in Eagle County, Colorado, legally described on EXHIBIT A: LEGAL DESCRIPTION OF FS VILLAGE PARCEL attached hereto and incorporated herein by this reference, which property is generally referred to as the Forest Service Village Parcel (“FS Village Parcel”). B.Grantee is the owner of certain real property located in Eagle County, Colorado, legally described on EXHIBIT B: LEGAL DESCRIPTION OF PLANNING AREA I attached hereto and incorporated herein by this reference, which property is designated as Planning Area I (“Planning Area I”) pursuant to The Village (at Avon) PUD Master Plan, Formal Amendment Two as recorded in the real property records of Eagle County, Colorado on ______________, 2013 at Reception No. ______________ (“PUD Master Plan”). C.Exhibit F of The Village (at Avon) Amended and Restated PUD Guide dated as of _______________, 2013 and recorded in the real property records of Eagle County, Colorado on _______________, 2013 at Reception No. __________________ (“PUD Guide”), establishes the applicable design and improvement standards (“Design Standards”) for construction of an extension of Swift Gulch Road as a rural local roadway (“Planning Area I Access Road”) over, across and through the FS Village Parcel to provide access to Planning Area I from Planning Area J. D.Grantor and Grantee are parties to that certain Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) dated as of _____________, 2013 and recorded in the real property r ecords of Eagle County, Colorado on ______________, 2013 at Reception No. ______________ (“Development Agreement”). E.Pursuant to Section 4.2(e) of the Development Agreement: (i) Grantor is legally o bligated to execute and deliver this Easement Agreement to Grantee (or to the then-Landowner(s) of Planning Area I) within three (3) business days after acquiring title to the FS Village Parcel, but in any event prior to permitting the recordation of a conservation easement or similar instrument limiting potential development within the FS Village Parcel or any other conveyance by the Town of the FS Village Parcel or any interest therein; and (ii) this Easement Agreement shall be recorded as a prior interest to any conservation easement or C-2 1001679.22 FINAL 1044033.5 similar instrument, and any such subsequent conveyance or grant by the Town shall be expressly subject and subordinate to this Easement Agreement. F.Prior to actual construction of the Planning Area I Access Road, the alignment of the Planning Area I Access Road and the Temporary E asement (as defined in Paragraph 2) are intended to be conceptual and to assure Grantee’s legal right to construct the Planning Area I Access Road in an alignment to be finally established at the time of construction drawing review and approval by Grantor in its governmental capacity in connection with future development application review for Planning Area I. G.Grantor and Grantee intend that execution, delivery and recording of this Easement Agreement shall constitute satisfaction of Grantor’s obligations pursuant to Section 4.2(e) of the Development Agreement and shall be construed and enforced in that manner which enables Grantee’s enjoyment of the rights granted to Grantee in this Easement Agreement, including but not limited to the future construction, operation and maintenance of the Facilities (as defined in Paragraph 2) in accordance with the terms and conditions of the Design Standards, the PUD Guide and the Development Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows: 1.Covenant to Consent to Applications. If Grantor acquires fee title to the FS Village Parcel, Grantor agrees and covenants that Grantor shall provide consent as the owner of the FS Village Parcel to Grantee, including providing a properly acknowledged power of attorney to Grantee, that Grantee may submit a subdivision application pursuant to Avon Municipal Code §7.16.020(b)(1) for the FS Village Parcel to plat and dedicate a public road right-of-way. The grant of this covenant shall not restrict or diminish the Grantor’s rights to review a subdivision application and/or application for road construction, an accompanying pedestrian/recreational trail facility or other associated public improvements in accordance with the Design Standards and other applicable standards and procedures of the PUD Guide and the Avon Municipal Code. 2.Grant of Temporary Easement. Grantor hereby grants, bargains, sells and conveys to Grantee, together with its engineers, contractors, employees and similar consultants to Grantee and/or its assigns as may be necessary or desirable (collectively, “Permittees”), a temporary, non-exclusive, easement appurtenant to Planning Area I (“Temporary Easement”) over, under, through and across that portion of the FS Village Parcel which is graphically depicted in EXHIBIT C: GRAPHIC DESCRIPTION OF TEMPORARY EASEMENT AREA (“Temporary Easement Area”) for the right to enter upon the Temporary Easement Area and such adjacent areas of the FS Village Parcel thereto as may reasonably be necessary to survey, conduct geotechnical and similar physical investigation related to construction of the Roadway Facilities and the Utility Facilities, as each are defined in Paragraph 3 below (collectively, the “Facilities”). T he Temporary E asement shall commence on the date of execution of this Easement Agreement and shall continue through the date on which the Planning Area I Access Road is constructed and dedicated to the Town in accordance with the applicable provisions of the C-3 1001679.22 FINAL 1044033.5 Development Agreement, the PUD Guide and the Avon Development Code, whereupon the Temporary E asement and this Easement Agreement shall terminate and shall be of no further force and effect. Nothing contained herein shall obligate Grantee to install, or cause to be installed, any or all of the Facilities or to otherwise provide for any such use. 3.Temporary License Agreement. Upon the approval by Grantor of a properly submitted subdivision application establishing and dedicating a public road right-of-way within the FS Village Parcel as contemplated by the Development Agreement and this Easement Agreement, and an approval by Grantor of a properly submitted application and public improvements agreement for construction of the Facilities within such dedicated public road right-of-way, Grantor and Grantee will execute a Temporary License Agreement to allow construction of the Facilities in accordance with the Design Standards and other applicable procedures and standards set forth in the Development Agreement, the PUD Guide and the Avon Development Code. T he Temporary License Agreement shall permit the Grantee to enter upon the FS Village Parcel and to: (i) construct and install drive lanes, roadways, landscaping, sidewalks, bike paths, recreational trail, retaining walls, and other access facilities necessary or desirable for such access, and all fixtures and devices reasonably used or useful in the operation of such facilities (collectively, the “Roadway Facilities”); (ii) construct and install water lines, sanitary sewer lines, storm drainage facilities, electrical lines, gas lines, telephone lines, fiber optic lines, cable television lines and similar utilities and utility facilities, together with all sleeves, conduit, junction boxes, vaults, fixtures and devices reasonably used or useful in the operation of such facilities, whether publicly or privately owned (collectively, the “Utility Facilities”); and, (iii) stage construction materials and equipment within designated areas on the Temporary Easement Area as may be approved by the Town. The form of Temporary License Agreement is attached as EXHIBIT D: FORM OF LICENSE AGREEMENT. 4.Entry; Site Investigation; Construction Staging;Restoration of Surface. In conducting the design and construction of the Facilities, including but not limited to surveying, geotechnical testing, other physical inspection and similar matters, it will be necessary o r desirable for Grantee and/or the Permittees to enter upon and/or cause disturbances to the surface of the Temporary E asement Area and potentially t o the surface of adjacent areas of the FS Village Parcel. Grantee shall provide not less than five (5) business days’ written notice to Grantor of any planned entrance upon and/or conduct of physical testing or inspection of the Temporary Easement Area and/or adjacent areas of the FS Village Parcel. Grantor shall coordinate with Grantee regarding the scope, nature and duration of such activities,but shall not unreasonably object to or interfere with Grantee’s and/or Permittees’ conduct of such activities. To the extent such activities disturb vegetation or otherwise disturb the surface, Grantee shall promptly cause revegetation and/or otherwise cause restoration of the affected area to a condition reasonably consistent with its condition prior to Grantee’s and/or Permittees’ conduct of such activities. 5.Grantor’s Reserved Rights. Grantor reserves the right to grant additional non-exclusive easement interests within the Temporary Easement Area and the FS Village Parcel so long as such interests do not adversely affect, increase the cost of, or otherwise interfere with Grantee’s or Permittees’ full exercise of Grantee’s rights in this Easement Agreement, including but not limited to the rights set forth in the Temporary Easement and the Temporary License Agreement. G rantor reserves the right to use and occupy the FS Village Parcel and the Temporary Easement Area for any and all purposes not inconsistent with the rights and privileges granted herein, including the C-4 1001679.22 FINAL 1044033.5 grant and conveyance of such conservation easements or other real property interests in and to the FS Village Parcel and the Temporary E asement Area so long as all such interests and conveyances are made expressly subject and subordinate to Grantee’s rights under this Easement Agreement. 6.Title Matters; No Warranties. This Easement Agreement is subject to all prior easements, restrictions, reservations, rights-of-way, encumbrances and similar matters of record as of the Effective Date. Grantor makes no representations or warranties regarding the status of title to the FS Village Parcel or the Temporary Easement Area as of the Effective Date, and the grant of easements and other rights pursuant to this Easement Agreement is in the nature of a bargain and sale conveyance. Except with Grantee’s prior written consent, all matters affecting title to the FS Village Parcel and the Temporary Easement Area after the Effective Date shall be subordinate to the terms and conditions of this Easement Agreement. 7.Covenants. Each and every benefit and burden of this Easement Agreement shall inure to and be binding upon Grantor, Grantee and their respective successors and assigns. The burdens and benefits hereof shall run with title to the FS Village Parcel and the Temporary Easement Area, and shall run with title to Planning Area I. Any p erson or entity t hat acquires any i nterest in the FS Village Parcel and/or the Temporary Easement Area, and any person or entity that acquires any interest in Planning Area I, shall be bound by the burdens and entitled to the benefits of this Easement Agreement. The burdens and benefits of this Easement Agreement constitute covenants that run with and encumber title to the FS Village Parcel, the Temporary Easement Area and Planning Area I. 8.Assignment. To the extent Traer Creek Metropolitan District or another District (as defined in the Development Agreement) undertakes to construct all or part of the Facilities pursuant to Section 3.2(a) of the Development Agreement, Grantee shall have the right to assign to Traer Creek Metropolitan District or such other District (in whole or in part) its rights and obligations arising pursuant to this Easement Agreement. 9.Legal Fees and Costs. The prevailing party in any legal action with respect to this Easement Agreement shall be awarded it reasonable costs and attorneys'’fees incurred with respect thereto. 10.Counterparts. This Easement Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, Grantor and Grantee have executed this Easement Agreement as of the date first written above. GRANTOR: TOWN OF AVON, a home rule municipal corporation of the State of Colorado By:___________________________ Attest:______________________________ Rich Carroll, Mayor Patty McKenny, Town Clerk C-5 1001679.22 FINAL 1044033.5 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _____ day of _______________, 2013, by Rich Carroll, as Mayor of the TOWN OF AVON, a home rule municipal corporation of the State of Colorado. Witness my hand and official seal. ____________________________________ Notary Public My commission expires: ______________________________. GRANTEE: EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company By: Lava Corporation, a Colorado corporation, its Manager By: Name: Michael Lindholm Title: President STATE OF COLORADO ) ) ss. COUNTY OF __________) The foregoing instrument was acknowledged before me this _________ day of ______________________, 2013 by Michael Lindholm, President of Lava Corporation, a Colorado corporation, as Manager of EMD LIMITED LIABILITY COMPANY, a Colorado limited liability company. Witness my hand and official seal.___________________________________ Notary Public My commission expires: C-6 1001679.22 FINAL 1044033.5 EXHIBIT A LEGAL DESCRIPTION OF THE FS VILLAGE PARCEL Sixth Principal Meridian,Colorado T. 5 S. R. 81 W., sec. 8, lots 1 and 2 C-7 1001679.22 FINAL 1044033.5 EXHIBIT B LEGAL DESCRIPTION OF PLANNING AREA I Planning Area I is that portion of the following legal description which is depicted on the PUD Master Plan and designated as Planning Area I. C-8 1001679.22 FINAL 1044033.5 EXHIBIT C GRAPHIC DEPICTION OF TEMPORARY EASEMENT AREA C-9 1001679.22 FINAL 1044033.5 EXHIBIT D FORM OF TEMPORARY LICENSE AGREEMENT AN AGREEMENT BY AND BETWEEN THE TOWN OF AVON AND _________________________ FOR THE GRANT OF A TEMPORARY LICENSE TO INSTALL AND CONSTRUCT A ROAD ON TOWN-OWNED PROPERTY 1.Parties. The parties to this agreement (“Agreement”) are the TOWN OF AVON, COLORADO, a Colorado home rule municipality (the “Town”) and ___________________________ (the “Licensee”). This Agreement is effective upon execution by t he Licensee and following execution by t he Town Manager on the date indicated below. 2.Recitals and Purpose. (a)The Town is the owner of certain property located in the Town of Avon, Eagle County, Colorado, commonly known as the ________________________ (“Town Property”). (b)The Licensee desires to encroach upon and occupy the Town Property for the purpose of installing and constructing certain Roadway Facilities and Utility Facilities (collectively referred to as “Facilities”) as described in the Covenant and Temporary Easement Agreement dated _____, (“Easement Agreement”). (c)The Town and Licensee have agreed to enter into this temporary license agreement under the terms and conditions as hereinafter specified in this Agreement provided that nothing in this Agreement shall waive or modify any obligation to seek building permits, variances, or other approval necessary to meet any obligation imposed by l aw. The Licensee remains obligated to apply for and obtain all necessary permits and approvals, pay all required fees, and comply with all applicable local laws, including but not limited to any a pplicable provisions of this Agreement, Exhibit F of The Village (at Avon) Amended and Restated PUD Guide dated as of____________, 20[__] and recorded in the real property records of Eagle County, Colorado on _______, 20[__] at Reception No. __________, (“PUD Guide"”), and the Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) dated as of ____________, 20[__] and recorded in the real property records of Eagle County, Colorado on__________, 20[__] at Reception No. _______ (“Development Agreement”). 3.Terms and Conditions. (a)License Granted. The Town hereby grants to the Li censee a temporary license for the encroachment and occupation as described in the public improvements agreements approved by the Town to construct the Facilities; provided, however, that nothing in this Agreement is intended to waive, alter, modify, or permit any violation of any local law applicable within the Town of Avon. Except for the encroachment and occupation of the Facilities, no other encroachment, structure, improvement, vehicle, fence, wall, C-10 1001679.22 FINAL 1044033.5 landscaping, or any other real or personal property shall be erected, installed, constructed, parked, stored, kept, or maintained in any way or fashion on the Town Property. (b)Term and Termination. This Agreement shall continue until the Roadway Facilities are dedicated to the Town and the applicable portions of the Utility Facilities are dedicated to the respective utility providers in accordance with the procedures and timeframes established in the public improvements agreement to construct the Facilities. Upon dedication and final acceptances of the Facilities this Agreement is terminated. In the event that the Licensee fails to comply with the construction timeframe, procedures or other provisions of the public improvements agreement the Town may elect to provide notice of default in writing to the Licensee. If the Town has provided such notice of default and Licensee is unable to cure the default within ninety (90) days after receipt of a notice of default, then Town may terminate this Agreement. In the event that Licensee has failed to complete the Facilities as required by the public improvements agreement and the Town has elected to utilize the financial security to complete the Facilities, then Town may immediately terminate this Agreement. (c)Indemnification. The Licensee expressly agrees to, and shall, indemnify and hold harmless the Town and any of its officers, agents, or employees from any and all claims, damages, liability, or court awards, including costs and attorney’s fee that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any omission or act of commission by the Licensee or any of its employees, agents, partners, or lessees, in encroaching upon the Town Property. In particular and without limiting the scope of the foregoing agreement to indemnify and hold harmless, the Licensee shall indemnify the Town for all claims, damages, liability, or court awards, including costs and attorney’s fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of an y claim in whole or in part that all or any portion of the Facilities and encroachment permitted by this Agreement constitutes a dangerous and/or unsafe condition within a public right-of-way. (d)Insurance. The Licensee agrees to procure and maintain, at its own cost, a policy or policies of insurance protecting against injury, damage or loss occurring on the licensed premises in the minimum amount of $600,000.00 per occurrence. S uch policy or policies shall name the Town as an “additional insured”. However, the Licensee’s failure to take such steps to insure the premises shall not waive, affect, or impair any obligation of the Licensee to indemnify or hold the Town harmless in accordance with this Agreement. 4.Assignment. This Agreement shall not be assigned by the Licensee without the prior written consent of the Town which may withhold its consent for any reason; provided that the Town encourages the Licensee to inform any purchaser of the Licensee’s property or interests of the C-11 1001679.22 FINAL 1044033.5 existence of this Agreement and the Town will promptly consider any request by the Licensee for assignment of this Agreement to such subsequent purchaser. 5.Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if personally served or if sent by certified mail or registered mail, postage and fees prepaid, addressed to the party t o whom such notice is to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing, to the other party or parties. Such notice shall be deemed to have been given when deposited in the United States Mail. 6.Integration and Amendment. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings; provided, however, the Easement Agreement shall remain in effect in accordance with its terms. This Agreement may be amended only by an instrument in writing signed by the parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. Invalidation of the Agreement in its entirety shall revoke any authorization,whether explicit or implied to the continuing use and occupancy o f the Town Property for the Facilities. 7.Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado and venue for any action arising under this agreement shall be in the appropriate court for Eagle County, Colorado. 8.Waiver of Breach. A waiver by any party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. 9.Binding Effect. T his Agreement shall inure to the benefit of, and be binding upon, the parties, their respective legal representatives, successors, heirs, and assigns; provided, however, that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 10.Underlying Intent and Scope. It is the intent of this Agreement that the Town shall incur no cost or expense attributable to or arising from the construction, maintenance, or operation of the Facilities and encroachment permitted by this Agreement and that, in all instances, the risk of loss, liability, obligation, damages, and claims associated with the encroachment shall be borne by the Licensee. This Agreement does not confer upon the Licensee any other right, permit, license, approval, or consent other than that expressly provided for herein and this Agreement shall not be construed to waive, modify, amend, or alter the application of any other federal, state, or local laws, including laws governing zoning, land use, property maintenance, or nuisance. 11.Authority to Bind Party. The undersigned persons represent that they are expressly authorized to execute this Agreement on behalf of the Parties and to bind their respective Parties and that the Parties may rely upon such representation of authority. C-12 1001679.22 FINAL 1044033.5 12.Legal Fees and Costs. The prevailing party in any legal action with respect to this Easement Agreement shall be awarded it reasonable costs and attorneys’ fees incurred with respect thereto. DATED THIS ____________ DAY OF _______________, 20____. TOWN OF AVON: By: ________________________________ Town Manger ATTEST:Approved as to Form: _________________________________________________________ Town Clerk or Deputy Town Clerk For Town Attorney’s Office LICENSEE: By: ________________________________ Print Name: _________________________ Address: ___________________________ ___________________________________ STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ________ day of ____________________, 20____, personally b y _______________________________. ___________________________________ Notary Public (SEAL)Commission expires: ____________________________ D-1 1001679.22 FINAL 1044033.5 EXHIBIT D Prioritized Capital Projects Prioritized Capital Projects List Budgetary Cost Estimates Item Lot 1 East Beaver Creek Blvd. Lot 1 Main Street Lot 1 North/South Roads (2) Planning Area J (east) East/West Road General Conditions 750,000 715,000 560,000 280,000 Demolition 39,825 1,726,900 166,650 266,675 Earthwork 1,108,275 119,685 123,390 187,440 Roadway 1,630,990 1,349,930 393,310 719,465 Utilities 894,300 1,129,900 227,600 356,800 Erosion Control 27,000 27,000 16,600 9,500 Landscaping 340,238 311,890 128,800 180,050 Electrical & Lighting 347,280 289,400 115,760 185,216 Roundabouts 000 2,000,000 000 000 Subtotal 5,137,908 7,669,705 1,732,110 2,185,146 20% Contingency 1,027,582 1,533,941 346,422 437,029 Total 6,200,000 9,200,000 2,100,000 2,600,000 E-1 1001679.22 FINAL 1044033.5 EXHIBIT E Schedule of Past Developer Advances and Av on Receivable Priority of Repayment Contract Date Repayment Party Principal Amount Accrued Interest Total2 Developer Advances Amended and Restated Funding and Reimbursement Agreement1 05/08/200 2 Traer Creek LLC $ 3,476,752 $ 2,457,459 $ 5,934,211 Facilities Acquisition Agreement3 05/29/200 2 See Note 3 below 4,029,786 2,193,749 6,223,535 2003 Funding and Reimbursement Agreement, as amended 03/25/200 4 Traer Creek LLC 2,560,673 1,672,846 4,233,519 2006 Operation Funding Agreement 01/26/200 6 Traer Creek LLC 576,310 249,048 825,358 2007 Operation Funding Agreement 11/30/200 6 Traer Creek LLC 841,980 335,769 1,177,749 2008 Operation Funding Agreement 12/14/200 7 Traer Creek LLC 279,116 88,079 367,195 2009 Operations Advance 12/14/200 7 Traer Creek LLC 87,694 15,161 102,855 2010 Operations Advance 12/14/200 7 Traer Creek LLC 122,743 10,188 132,931 2011 Operations Advance 12/14/200 7 Traer Creek LLC 72,682 - 72,682 Total Developer advances 12,047,736 7,022,299 19,070,035 Avon Receivable 2008 Avon Receivable various see attached Town of Avon 482,642 - 482,642 2009 Avon Receivable various see attached Town of Avon 1,064,062 - 1,064,062 2010 Avon Receivable various see attached Town of Avon 1,126,649 - 1,126,649 2011 Avon Receivable various see attached Town of Avon 848,956 - 848,956 Total Avon receivable 3,522,309 - 3,522,309 Grand Total $ 15,570,045 $ 7,022,299 $ 22,592,344 1The net credit for amounts owed to the District by the Developer for Cable TV Filing 1; Utilities Filing 3; and the Parking Structure (645k) with accumulated interest that were in excess of the additional developer advances not captured above for the Dirt Removal Agreement ($417k)was applied against the accrued interest for the Amended and Restated Funding and Reimbursement Agreement 2All totals are as of December 31, 2011. 3The District'’s records reflect that the amount outstanding under the Facilities Acquisition Agreement are as follows: Traer Creek-RP LLC $ 2,440,000 $ 1,328,296 $ 3,768,296 Buffalo Ridge Affordable Housing Corporation, Buffalo Ridge II, LLLP 1,589,786 865,453 2,455,239 Total amount outstanding at December 31, 2011 $ 4,029,786 $ 2,193,749 $ 6,223,535 Repayment of amounts due under the Facilities Acquisition Agreement will be allocated equally (on a pari passu basis) as funds are available after reimbursement to Traer Creek LLC under the Amended and Restated Funding and Reimbursement Agreement dated May 8, 2002, as amended. E-2 1001679.22 FINAL 1044033.5 Priority of Repayment Date Obligatio n Was Incurred Repayment Party Principal Amount Accrued Interest Total 2 2002 Funding and Reimbursement Agreement 5/7/2002 Traer Creek LLC $ 3,476,752 $ 2,457,459 $ 5,934,211 2003 Funding and Reimbursement Agreement 9/17/2003 Traer Creek LLC 860,673 1,672,846 2,533,519 2003 Funding and Reimbursement Agreement 10/22/200 3 Traer Creek LLC 500,000 - 500,000 2003 Funding and Reimbursement Agreement 11/30/200 3 Traer Creek LLC 950,000 - 950,000 2003 Funding and Reimbursement Agreement 1/19/2004 Traer Creek LLC 250,000 - 250,000 Facilities Acquisition Agreement 3 3/10/2005 Traer Creek-RP LLC / Buffalo Ridge 4,029,786 2,193,749 6,223,535 2006 Operation Funding Agreement 4/18/2006 Traer Creek LLC 45,016 249,048 294,064 2006 Operation Funding Agreement 5/24/2006 Traer Creek LLC 227,197 - 227,197 2006 Operation Funding Agreement 8/9/2006 Traer Creek LLC 69,255 - 69,255 2006 Operation Funding Agreement 9/1/2006 Traer Creek LLC 66,832 - 66,832 2006 Operation Funding Agreement 9/19/2006 Traer Creek LLC 5,842 - 5,842 2006 Operation Funding Agreement 10/19/200 6 Traer Creek LLC 30,922 - 30,922 2006 Operation Funding Agreement 11/22/200 6 Traer Creek LLC 80,195 - 80,195 2006 Operation Funding Agreement 1/8/2007 Traer Creek LLC 15,505 - 15,505 2006 Operation Funding Agreement 1/8/2007 Traer Creek LLC 8,938 - 8,938 2006 Operation Funding Agreement 1/17/2007 Traer Creek LLC 26,608 - 26,608 2007 Operation Funding Agreement 7/20/2007 Traer Creek LLC 79,980 335,769 415,749 2007 Operation Funding Agreement 8/17/2007 Traer Creek LLC 165,980 - 165,980 2007 Operation Funding Agreement 10/3/2007 Traer Creek LLC 151,980 - 151,980 2007 Operation Funding Agreement 10/30/200 7 Traer Creek LLC 152,000 - 152,000 2007 Operation Funding Agreement 12/14/200 7 Traer Creek LLC 292,040 - 292,040 2008 Operation Funding Agreement 1/31/2008 Traer Creek LLC 13,168 88,079 101,247 2008 Operation Funding Agreement 2/28/2008 Traer Creek LLC 12,500 - 12,500 2008 Operation Funding Agreement 3/31/2008 Traer Creek LLC 12,500 - 12,500 2008 Operation Funding Agreement 4/30/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 5/31/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 6/30/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 7/31/2008 Traer Creek LLC 30,450 - 30,450 2008 Operation Funding Agreement 8/31/2008 Traer Creek LLC 31,575 - 31,575 2008 Avon Receivable 9/1/2008 Town of Avon EA 46,813 - 46,813 2008 Avon Receivable 9/1/2008 Town of Avon MS 58,206 - 58,206 2008 Avon Receivable 9/1/2008 Town of Avon STSF 37,276 - 37,276 2008 Operation Funding Agreement 9/30/2008 Traer Creek LLC 30,450 - 30,450 2008 Avon Receivable 10/1/2008 Town of Avon EBC 58,206 - 58,206 2008 Avon Receivable 10/1/2008 Town of Avon MS 37,276 - 37,276 2008 Operation Funding Agreement 10/31/200 8 Traer Creek LLC 30,450 - 30,450 2008 Avon Receivable 11/1/2008 Town of Avon MS 58,206 - 58,206 2008 Avon Receivable 11/1/2008 Town of Avon STSF 39,276 - 39,276 2008 Operation Funding Agreement 11/30/200 8 Traer Creek LLC 12,500 - 12,500 2008 Avon Receivable 12/1/2008 Town of Avon EBC 49,901 - 49,901 2008 Avon Receivable 12/1/2008 Town of Avon MS 58,206 - 58,206 2008 Avon Receivable 12/1/2008 Town of Avon STSF 39,276 - 39,276 E-3 1001679.22 FINAL 1044033.5 Priority of Repayment Date Obligatio n Was Incurred Repayment Party Principal Amount Accrued Interest Total 2 2008 Operation Funding Agreement 12/31/200 8 Traer Creek LLC 14,173 - 14,173 2009 Avon Receivable 1/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 1/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 2/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 2/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 3/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 3/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 4/1/2009 Town of Avon MS 10,920 - 10,920 2009 Avon Receivable 4/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 5/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 5/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 6/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 6/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 7/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 7/1/2009 Town of Avon STSF 39,276 - 39,276 2009 Avon Receivable 8/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 8/1/2009 Town of Avon STSF 186,467 - 186,467 2009 Avon Receivable 9/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 9/1/2009 Town of Avon STSF 54,098 - 54,098 2009 Avon Receivable 9/1/2009 Town of Avon EBC 48,897 - 48,897 2009 Avon Receivable 10/1/2009 Town of Avon MS 48,407 - 48,407 2009 Avon Receivable 10/1/2009 Town of Avon STSF 54,098 - 54,098 2009 Avon Receivable 11/1/2009 Town of Avon MS 3,251 - 3,251 2009 Avon Receivable 11/1/2009 Town of Avon STSF 54,098 - 54,098 2009 Avon Receivable 12/1/2009 Town of Avon MS - - - 2009 Avon Receivable 12/1/2009 Town of Avon STSF 54,099 - 54,099 2009 Operations Advance 12/31/200 9 Traer Creek LLC 87,694 15,161 102,855 2010 Avon Receivable 1/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 1/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 2/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 2/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 3/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 3/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 4/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 4/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 5/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 5/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 6/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 6/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 7/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 7/1/2010 Town of Avon STSF 54,098 - 54,098 2010 Avon Receivable 8/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 8/1/2010 Town of Avon STSF 92,181 - 92,181 2010 Avon Receivable 9/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 9/1/2010 Town of Avon STSF 56,403 - 56,403 2010 Avon Receivable 10/1/2010 Town of Avon MS 42,204 - 42,204 2010 Avon Receivable 10/1/2010 Town of Avon STSF 56,403 - 56,403 E-4 1001679.22 FINAL 1044033.5 Priority of Repayment Date Obligatio n Was Incurred Repayment Party Principal Amount Accrued Interest Total 2 2010 Avon Receivable 11/1/2010 Town of Avon MS 8,126 - 8,126 2010 Avon Receivable 11/1/2010 Town of Avon STSF 56,403 - 56,403 2010 Avon Receivable 12/1/2010 Town of Avon MS - - - 2010 Avon Receivable 12/1/2010 Town of Avon STSF 56,407 - 56,407 2010 Operations Advance 12/31/201 0 Traer Creek LLC 122,743 10,188 132,931 2011 Avon Receivable 1/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 1/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 2/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 2/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 3/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 3/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 4/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 4/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 5/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 5/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 6/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 6/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 7/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 7/1/2011 Town of Avon STSF 56,403 - 56,403 2011 Avon Receivable 8/1/2011 Town of Avon MS 29,725 - 29,725 2011 Avon Receivable 8/1/2011 Town of Avon STSF 42,721 - 42,721 2011 Avon Receivable 9/1/2011 Town of Avon MS 29,724 - 29,724 2011 Avon Receivable 9/1/2011 Town of Avon STSF 57,082 - 57,082 2011 Avon Receivable 10/1/2011 Town of Avon MS 29,724 - 29,724 2011 Avon Receivable 10/1/2011 Town of Avon STSF 57,084 - 57,084 2011 Operations Advance 12/31/201 1 Traer Creek LLC 72,682 - 72,682 Grand Total $ 15,570,045 $ 7,022,299 $ 22,592,344 F-1 1001679.22 FINAL 1044033.5 EXHIBIT F Definitions 1.2013 Bond Reissue means bonds issued by TCMD on or prior to the Effective Date to refund TCMD’s Va riable Rate Revenue Bonds, Series 2002, and its Va riable Rate Revenue Bonds, Series 2004, in implementation of the Settlement Te rm Sheet, including but not limited to any refunding bonds issued by a District to repay or defease bonds as to which BNP is a credit enhancer, letter of credit provider or bondholder. 2.2013 Reissue Documents means any indenture, custodial agreement, reimbursement agreement or other agreement entered into by a District in connection with the 2013 Bond Reissue that pledges all or any portion of District Revenues to payment of the 2013 Bond Reissue (and/or to the provider of any credit enhancement for the 2013 Bond Reissue). 3.2013 Bond Repayment Period means the period commencing on the initial issuance date of the 2013 Bond Reissue and terminating on the earlier to occur of: (i) the date on which all obligations constituting the 2013 Bond Reissue and all District obligations to any purchaser of (and/or provider of credit enhancement for)the 2013 Bond Reissue have been paid in full; or (ii) the date on which the lien on District Revenues in favor of the 2013 Bond Reissue and all District obligations to any p urchaser of (and/or provider of credit enhancement for) the 2013 Bond Reissue otherwise have been released. 4.1. Accept(ed)/Acceptance means the To wn’s acceptance of Dedicated real property interests and Public Improvements located therein for purposes of ownership and maintenance, consisting of Preliminary Acceptance followed by Final Acceptance and accomplished in accordance with the procedures set forth in Section 7.32.100 of the Municipal Code (as in effect from time to time) as modified and or exempted by the Development Plan; subject, however, to the terms and conditions of Section 4.2(d) regarding asphalt overlays. 5.2. Accommodations/Lodging Fee means the Credit PIF imposed pursuant to the PIF Covenants on accommodations/lodging transactions occurring within the Project which, subject to application of the Tax Credit, are Taxable Transactions. The Accommodations/Lodging Fee shall be construed to be part of a Ta xable Transaction, and shall be subject to the To wn’s tax on accommodations/lodging transactions. 6.3. Additional Developer Advances means funds advanced after the Effective Date for Capital Project Costs by Master Developer, EMD, a Developer Affiliate or another Landowner to or on behalf of TCMD, VMD or another District (whether the corresponding Capital Projects are undertaken directly by such District or acquired by such District after construction by the party entitled to reimbursement for the costs thereof), which advances are subject to reimbursement by such District utilizing Credit PIF Revenues, together with simple interest at a rate equal to the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the particular Additional Developer Advance being made, for Baa investment grade bonds on the date of such advance plus 375 basis points, and which are secured by such District’s issuance of an instrument (note, bond, funding/reimbursement agreement or similar form of instrument) evidencing such District’s financial obligation to repay such advances; provided, however, that Master Developer’s F-2 1001679.22 FINAL 1044033.5 contributions to the Asphalt Overlay Account pursuant to Section 6.6(a)(iv) shall be construed to be Additional Developer Advances only to the extent reimbursable from a District using Credit PIF Revenues. 7.4. Add-On PIF means that portion of the Public Improvement Fees with respect to which the Tax Credit does not apply or attach. As of the Effective Date, the Add-On PIF consists only of the Add-On RSF, although the PICs may, in accordance with the PIF Covenants, elect in the future to impose the Add-On PIF on other types of transactions and/or at a rate in excess of the Add-On RSF rate required by this Development Agreement. 8.5. Add-On PIF Revenues means the gross revenues actually collected from imposition of the Add-On PIF in accordance with the PIF Covenants, which may consist of Add-On RSF Revenues, Municipal Payments and other revenues derived from imposition of the Add-On PIF on transactions other than retail sales that are Ta xable Transactions or at rates in excess of the Add-On RSF rate. 9.6. Add-On RSF means the imposition of the Add-On PIF only to retail sales transactions that are Ta xable Tr ansactions at the rate set forth in Section 6.4(b) and in accordance with the terms and conditions of the Financing Plan. 10.7. Add-On RSF Collection Agent means Special District Management Services, Inc., or any successor entity engaged from time to time, to administer the collection and distribution of the Add-On RSF Revenues on behalf of the PICs. 11.8. Add-On RSF Collection Services Agreement(s)means one or more agreements entered into from time to time by and betweenamong the PICs, the To wn and the Add-On RSF Collection Agent providing for the administration, collection and distribution of the Add-On RSF Revenues. 12.9. Add-On RSF Revenues means the gross revenues actually collected from imposition of the Add-On RSF in accordance with Section 6.5, a portion of which shall be Municipal Payments to be remitted to the Town during the Term as set forth in Section 6.5 and the remainder of which (including any such revenues the PICs continue to collect after the Te rm) shall be utilized for other lawful purposes otherwise authorized by the PIF Covenants. 13.10. Allowed O&M Expenses means the amount of District Revenues to be remitted to and retained by TCMD in each calendar year during the Term for payment of: (i) TCMD’s annual contribution to the Asphalt Overlay Account; (ii) the Annual Debt Service Obligation; and (iii) the annualAnnual Base O&M Amount. For each full calendar year during the Term, the Allowed O&M Expenses (in each case, to be reduced in an amount equal to the amount, if any, by which the Annual Debt Service Obligation is less than $500,000 per year)shall be: (A) for calendar years 20132014 through 2017,2018,$1,000,000 (One Million Dollars); (B) for calendar year 20182019 and each subsequent calendar year including the calendar year in which the Town assumes sole responsibility for all costs of asphalt overlays in accordance with Section 6.6(b), $1,025,000 (One Million Twenty-Five Thousand Dollars); and (C) for each calendar year after the year in which the Town assumes sole responsibility for all costs of asphalt overlays in accordance with Section 6.6(b), $950,000 (Nine Hundred Fifty Thousand Dollars) per year. F-3 1001679.22 FINAL 1044033.5 14.Annual Base O&M Amount means $460,000 per year for each of calendar years 2013 through 2017, and $450,000 per calendar year for each calendar year thereafter. 15.11. Annual Debt Service Obligation has the meaning and is subject to the terms, conditions, restrictions and requirements set forth in the Pledge Agreement. 16.12. Applicant means the Landowner of the real property comprising the Site for which a Development Application is submitted, or an individual or entity whom the Landowner has designated in writing as its authorized representative for the purpose of representing the Landowner and/or acting upon any Development Application or submittal for development of the pertinent Site (which may be a contract purchaser or owner of an option to purchase fee simple ownership of the Site or portion thereof with the fee owner’s written consent to any such application or submittal, or which may be an owners’ association for a condominium project or like common interest ownership project). Notwithstanding any additional or conflicting provision of the Municipal Code (whether as in effect on the Execution Date or as amended from time to time), the definition of “Applicant” shall not be construed to mean any person or entity owning, holding or possessing an easement interest, a leasehold interest, a license, a security i nterest or any other form of interest in the Site, whether possessory o r otherwise, other than fee simple ownership of the Site as reflected in the official records of the Eagle County Tax Assessors office. 17.13. Approved SSDP(s)means, individually or collectively: (i) the Development Agreement; (ii) the PUD Guide; and; (iii) Development Applications (if any) that, after the Effective Date, To wn Council approves (or otherwise approved by the To wn including, for example, an administratively approved final plat, an administratively approved amendment to the PUD Guide or similar previously approved Site Specific Development Plan) and designates as a Site Specific Development Plan that establishes Ve sted Property Rights, together with amendments (if any) to such approved Development Applications. 18.14. Article refers to a numbered Article of the Development Agreement, unless otherwise stated. 19.15. Asphalt Overlay Agreement means that certain Asphalt Overlay Escrow Account Agreement entered into concurrently with the Effective Date by and among the Town, TCMD and First Bank, Avon Branch and which establishes the terms and conditions upon which funds shall be deposited into, held in escrow, and disbursed from the Asphalt Overlay Account as generally provided in Section 6.6. 20.16. Asphalt Overlay A ccount means a restricted escrow account established pursuant to the Asphalt Overlay Agreement into which Master Developer, the To wn and TCMD and/or VMD shall deposit funds for asphalt overlays of public roads in the Project in accordance with the terms and conditions set forth in Sections 4.2(d), 5.1(a), 5.2(c), 5.3(a), 6.5(a)(ii) and 6.6. 21.17. AURA means the Av on Urban Renewal Authority, a body c orporate duly o rganized and existing as an urban renewal authority under the laws of the State of Colorado. 22.18. Authority means the Upper Eagle Regional Wa ter Authority, a quasi-municipal corporation and political subdivision of the State of Colorado, together with any successor water service provider (whether pursuant to dissolution of the Authority or otherwise). F-4 1001679.22 FINAL 1044033.5 23.19. Avon Receivable means TCMD’s past due payment obligation to the Town in the principal amount of $3,522,309.08 (THREE MILLION, FIVE HUNDRED TWENTY TWO THOUSAND, THREE HUNDRED NINE DOLLARS AND EIGHT CENTS), together with interest thereon as provided in Section 6.9(b)(v)(B)3.II (such principal amount inclusive of $98,798.46 of expenses incurred by the Town in connection with design work for the East Beaver Creek Boulevard Phase 3 obligation as defined in the Original Agreement, which East Beaver Creek Boulevard Phase 3 obligation is extinguished by this Development Agreement). 20.Base O&M Amount means the amount of District Revenues available each year for TCMD’s payment of ongoing operation, maintenance, administrative and other legally authorized costs, which amount shall be equal to that portion of the total Allowed O&M Expenses which is the remainder of the total Allowed O&M Expenses for such year after subtracting: (i) the Annual Debt Service Obligation; and (ii) TCMD’s contribution to the Asphalt Overlay A ccount. 24.21. BNP means BNP Paribas, an international bank, together with its successors and assigns. 25.22. Bond Requirements means the following costs incurred in connection with the issuance of any District Debts other than principal payments (including mandatory s inking fund payments): (a) interest payments on the outstanding principal of District Debts; (b) payments to replenish bond reserve accounts, provided that a bond reserve for any District Debts shall not exceed maximum annual debt service on such District Debts; (c) periodic fees related to credit enhancements (including, without limitation, the Deferred Fees, if any); (d) prepayment premiums; (e) arbitrage rebate payments; (f) fees and expenses of any bond trustee, bond registrar, paying agent, authenticating agent, rebate analyst or consultant, calculation agent, remarketing agent; (g) payments to any rating agency for maintaining a rating on the District Debt; (h) payments due to any provider of an interest rate swap or interest rate cap; and (i) any other amount approved by the To wn. Notwithstanding the foregoing, Bond Requirements on the Wa ter Ta nk BondsProject Financing shall be limited as provided in the Pledge Agreement. Bond Requirements does not include any such costs which are capitalized and paid with the Net Proceeds of District Debts. 26.23. Cap Amounts has the meaning set forth in Section 6.2(b). 27.24. Capital Projects means: (i) Public Improvements required by the Town as a condition of approving a Development Application (for example, public streets; wet utilities such as water, sewer, storm drainage; related grading and landscaping, etc.), and specifically including the Prioritized Capital Projects;(ii) the Ta nk Project and (iiiii) even if not specifically required as a condition of approving a Development Application, Public Improvements that serve or benefit the Project and which are eligible to be financed by the Districts and/or AURA under applicable laws. 28.25. Capital Project Costs means all costs and expenses incurred in connection with the design and construction of Capital Projects, including but not limited to design, engineering, surveying, soils testing, geologic hazard analysis, traffic studies, legal and other professional consultant fees, and application and permit fees related thereto, but not including, if any, Bond Requirements or any costs described in the first sentence of the definition of Bond Requirements F-5 1001679.22 FINAL 1044033.5 which are capitalized and incurred in connection with issuance of District Debts with respect to such Capital Projects. 29.26. Commercial PIC means The Village (at Avon) Commercial Public Improvement Company, a Colorado non-profit corporation. 30.27. Credit PIF means, collectively, the Real Estate Tr ansfer Fee, the Accommodations/Lodging Fee and the Retail Sales Fee with respect to each of which the Ta x Credit applies and attaches in accordance with Section 6.1, as implemented by Sections 3.08.035 (with respect to sales tax), 3.12.065 (with respect to real estate transfer tax) and 3.28.075 (with respect to public accommodations tax) of the Municipal Code (as in effect on the Execution Date), and a building materials use fee if adopted in accordance with Section 6.4(a)(iv). 31.28. Credit PIF Cap has the meaning set forth in Section 6.2(b). 32.29. Credit PIF Collection Agent means Special District Management Services, Inc., or any successor entity engaged from time to time, to administer the collection and distribution of the Credit PIF Revenues on behalf of the PICs. 33.30. Credit PIF Collection Services Agreement(s)means one or more agreements betweenentered into from time to time by and among the Credit PIF Collection Agent, the PICs, Master Developer and TCMD and/or the applicable District(s)providing for the administration, collection and distribution of the Credit PIF Revenues. 34.31. Credit PIF Revenues means the gross revenues actually collected (but net of the costs incurred in collecting such revenues) from imposition of the Credit PIF. 35.32. Debt Service Coverage Ratio means, for any calendar year until there are no outstanding obligations to BNP under the TCMD Reissue Documents or any subsequent reissue or refunding of such bonds, the Net Revenue received by or on behalf of both Districts during such period divided by Debt Service for such year. For the purposes of calculating the Debt Service Coverage Ratio: has the meaning assigned to it in the applicable 2013 Reissue Documents. (a)“Net Revenue” means, for each such calendar year, that portion of the total of all District Revenues received by the Districts which is the remainder of the total of all such District Revenues received in such year minus: (i) TCMD’s annual contribution to the Asphalt Overlay Account; (ii) the annual Base O&M Amount; (iii) proceeds from Additional Developer Advances; and (iv) Net Proceeds from Supplemental Bonds (other than Additional Developer Advances). (b)“Debt Service” means, for any such calendar year, the sum of the amounts to be paid or deposited for the purpose of paying, pursuant to the requirements of the documents under which such obligations are issued: (i) principal, interest and any other Bond Requirements due in such year on (A) the TCMD Bond Reissue and (B)Supplemental Bonds; plus (ii) the Annual Debt Service Obligation; plus (iii) the Deferred Amortization and Deferred Fee amounts due in such year (which shall be a cumulative total of the Deferred Amortization and Deferred Fee due from prior years, if any,and the current year). F-6 1001679.22 FINAL 1044033.5 36.33. Dedicate(d)/Dedication means the conveyance, whether by plat or by special warranty deed in the form attached as Exhibit B, to the To wn or other appropriate governmental or quasi-governmental entity of real property for a specified purpose, together with Public Improvements installed thereupon, if any, free and clear of all monetary liens and those non-monetary encumbrances that are not materially inconsistent with the purpose(s) for which To wn or other governmental or quasi-governmental entity is acquiring the real property and related Public Improvements. 37.34. Deferred Amortization means, (i) in any year until there are no outstanding obligations to BNP under the TCMD Reissue Documents or any subsequent reissue or refunding of such bonds, the difference between the principal amount due on the TCMD Bond Reissue and the principal amount that was due in that year under the financing documents governing the TCMD Variable Rate Revenue Bonds, Series 2002 or the TCMD Variable Rate Revenue Bonds, Series 2004, as applicable; and (ii) as of any date of computation, the sum of all amounts determined as set forth in clause (i), for years prior to and including (but not subsequent to) the date of computation, that have not been paid as of that datehas the meaning assigned to it in the applicable 2013 Reissue Documents. 38.35. Deferred Fees means, until there are no outstanding obligations to BNP under the TCMDhas the meaning assigned to it in the applicable 2013 Reissue Documents or any subsequent reissue or refunding of such bonds, any Facility Fees (as defined in the Reimbursement Agreement between TCMD and BNP entered into in connection with the TCMD Bond Reissue) that are not required to be paid when accrued in accordance with the terms of the Reimbursement Agreement, including interest thereon calculated at the rate of 2.5% per annum. 39.Deferred Reimbursement has the meaning set forth in Section 5.5(b)(iii). 40.36. Design Covenant means the Declaration of Master Design Review Covenants For The Village (at Avon) dated May 8, 2002 and Recorded on May 8, 2002 at Reception No. 795011, as amended by the First Amendment to Declaration of Master Design Review Covenants For The Village (at Avon) dated June 4, 2008 and Recorded on June 10, 2008 at Reception No. 200812112 and by the Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants For The Village (at Avon) dated September 16, 2010 and Recorded on September 16, 2010 at Reception No. 201018341, and as may be further amended from time to time. 41.37. Design Review Board means The Village (at Avon) Design Review Board as appointed or elected in accordance with the Design Covenant. 42.38. Design Review Guidelines means the sole and exclusive architectural design, landscape design, urban design and Site design and use standards applicable within the Property as set forth in The Village (at Avon) Design Review Guidelines with an effective date of March 15, 2011, together with any amendment(s) the Design Review Board may approve after providing notice thereof in accordance with Section 3.1, as prepared, approved and promulgated by the Design Review Board from time to time. F-7 1001679.22 FINAL 1044033.5 43.39. Developer(s)means, with respect to any Site, the individual or entity which is causing the development of infrastructure and/or or vertical improvements within such Site to be performed. 44.40. Developer Affiliate(s)means, individually or collectively as the context dictates, TC-RP, TC Plaza, TC-HD and TC-WMT, together with any other entity with respect to which TCLLC or EMD is the managing member and which acquires title to any portion of the Property after the Execution Date. 45.41. Development Agreement has the meaning set forth in the initial paragraph of the Consolidated, Amended and Restated Annexation and Development Agreement for The Vi llage (at Av on) to which this Exhibit F is attached and incorporated into. 46.42. Development Application means any form of application or submittal to the Town for review and approval of any form of development within the Property, including but not limited to an application or submittal regarding an amendment to the PUD Guide, an amendment to the PUD Master Plan, a preliminary subdivision plan, a final subdivision plat, a grading permit, a building permit or similar matters. 47.43. Development Plan means, collectively: (a)the Development Agreement; and (b)the PUD Guide. 48.44. District(s)means, individually or collectively as the context dictates, TCMD, VMD and any additional metropolitan district(s) that may be formed subsequent to the Execution Date for the purpose of providing services and/or Public Improvements and or other forms of improvements benefiting all or any portion of the Property. 49.45. District Debts means, collectively, the following financial obligations of TCMDthe Districts (and any refunding thereof accomplished in accordance with the Development Agreement), the full payment of which shall result in expiration of the Term (unless the Town elects to continue the Tax Credit pursuant to Section 6.1(d)): (i) the principal and Bond Requirements of the obligations described in subsections (i), (ii), (iii) and (iv) of Section 6.2(b); and (ii) the Deferred Amortization. 50.46. District Director(s)means, individually or collectively, the individuals who from time to time hold a seat on the board of directors of a District. 51.47. District Revenues means, collectively, the Credit PIF Revenues, the Project Ad Valorem Taxes (and related specific ownership taxes), proceeds of Supplemental Bonds (other than Additional Developer Advances), proceeds from Additional Developer Advances and any other lawful revenues of the Districts, including but not limited to revenues from service charges, development fees, impact fees, tap fees (net of amounts required to be remitted to Eagle-Vail Metropolitan District) or similar sources of revenue to the Districts, if any. 52.48. Effective Date means the date on which the Development Agreement is Recorded. F-8 1001679.22 FINAL 1044033.5 53.49. EMD means EMD Limited Liability Company, a Colorado limited liability company. 54.50. Execution Date has the meaning set forth in the initial paragraph of the Development Agreement. 55.51. Exhibit means the following exhibits to the Development Agreement, all of which are incorporated by reference into and made a part of the Development Agreement: Exhibit A -Legal Description of Property Exhibit B -Form of Special Warranty Deed for Conveyances to the To wn Exhibit C -Form of Covenant and Temporary Easement Agreement Exhibit D -Prioritized Capital Projects Exhibit E -Schedule of Past Developer Advances and Av on Receivable Exhibit F -Definitions 56.52. Final Acceptance means the Town’s undertaking of full responsibility f or all operations maintenance, repair, and capital replacement obligations (including but not limited to maintenance and snow removal of roadways, water and sewer lines, storm drainage improvements, maintenance of streetscape improvements within the Dedicated rights-of-way, management of noxious weeds and similar matters in accordance with To wn’s generally applicable procedures and standards)with respect to Dedicated Public Improvements upon expiration of the warranty period and resolution of any warranty matters arising during the period of Preliminary Acceptance; subject, however, to the terms and conditions of Section 4.2(d) regarding asphalt overlays. 57.53. Financing Plan means the arrangements, obligations and rights set forth in Article 6 with respect to the financing and/or refinancing of Capital Projects and other Public Improvements in the manner and for the purposes described in the Development Agreement. 58.54. Forest Service Village Parcel means that parcel of land located between Planning Areas I and J which, as of the Execution Date, is owned by the U.S. Forest ServiceTown. 59.55. Intended Beneficiary(ies)means, as more particularly described in and subject to the terms and limitations of Section 1.8(b), BNP, VMD, Developer Affiliates and Landowners other than those who are Parties. No other party or entity shall be construed to be an intended beneficiary or to have any legal right to enforce or rely on any provision, obligation, term or condition of the Development Agreement. 60.56. Landowner(s)means the fee owner of any real property comprising the Property or any portion thereof. 61.57. Lender(s)means those entities having a security interest in any portion of the Property as of the Execution Date and,which entities have executed the Acknowledgement and Consent F-9 1001679.22 FINAL 1044033.5 form attached to and incorporated within thea form of consent and subordination to this Development Agreement that is to be recorded concurrently with this Development Agreement. 62.58. Limited Party(ies)means, individually or collectively as the context dictates and as more particularly described in and subject to the terms and limitations of Section 1.8(a), AURA, EMD, the Commercial PIC and the Mixed-Use PIC. 63.59. Litigation has the meaning set forth in Recital H. 64.60. Lot 1 means Lot 1, Amended Final Plat, The Village (at Avon) Filing 1, according to the plat thereof Recorded at Reception No. 898173, and amended by The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date). 65.61. Master Developer means EMD (with respect to Planning Area I only) and TCLLC (in all other respects), which entities (or any successor entities), as more specifically described in Section 1.7, are designated and authorized to act on behalf of all Developer Affiliates. 66.62. Mixed-Use PIC means The Village (at Avon) Mixed-Use Public Improvement Company, a Colorado non-profit corporation. 67.63. Municipal Code means the To wn’s m unicipal code as in effect from time to time unless otherwise stated in the Development Agreement. 68.64. Municipal Payment(s)means, as more particularly described in Sections 6.4(b) and 6.5 and in implementation of the Settlement Term Sheet, that portion of the Add-On RSF Revenues (net of the costs of collection as set forth in the Add-On RSF Collection Services Agreement) derived from application of the Add-On RSF to retail sales transactions only (and not to any other Taxable Transactions) which the Town requires to provide a reliable revenue source with growth potential to compensate the Town, and which the Town is entitled to receive, for: (i) providing Municipal Services (whether prior to or after the Effective Date); (ii) releasing TCMD (and all other parties to the Litigation) from the sales tax indemnity obligations (as such obligations were set forth in the Original Agreement); and (iii) assuming TCMD’s maintenance obligations pursuant to Section 4.2(c). 69.65. Municipal Services has the meaning set forth in Section 4.1. 70.66. Net Proceeds has the following meanings: (i) for the Water Tank Bonds, the amount of bond proceeds available for payment of Capital Project CostsTank Project Financing,(a) pursuant to Section 6.2(b)(ii), $7,200,000 (SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS), and (b) with respect to Deferred Reimbursement amounts payable as Additional Developer Advances pursuant to Section 5.5(b)(iv)(A), the amount capitalized and counted as principal against the Credit PIF Cap pursuant to clause (B) of Section 6.2(b)(iv);(ii) for Past Developer Advances and any Additional Developer Advances (other than Deferred Reimbursement amounts pursuant to Section 5.5(b)(iv)(A)), the full amount of the advances made to TCMD, VMD or another District for Capital Project Costs; and (iii) for Supplemental Bonds issued in the form of obligations other than Additional Developer Advances, the Total Repayment Cost Comparison amount calculated as follows: (A) if the Total Repayment Cost Comparison F-10 1001679.22 FINAL 1044033.5 amount is a positive number, the Net Proceeds of such Supplemental Bonds shall be defined as the amount that is equal to the amount of the proceeds available from such Supplemental Bonds for payment of Capital Project Costs; and (B) if the Total Repayment Cost Comparison amount is a negative number, the Net Proceeds of such Supplemental Bonds shall defined as the amount that is equal to the sum of the amount of bond proceeds available from such Supplemental Bonds for payment of Capital Project Costs plus the Total Repayment Costs Comparison amount expressed as a positive number. 71.67. Non-Cap Amounts has the meaning set forth in Section 6.2(c). 72.Non-Credit PIF Revenue Reimbursement means the amount of any Deferred Reimbursement and interest thereon that, as generally provided in Sections 5.5(b)(iv)(B)and 6.9(c), is not payable from Credit PIF Revenues and does not count against the Credit PIF Cap. 73.68. Original Agreement means that certain Annexation and Development Agreement executed by and between the Town and the Original Owners as of October 13, 1998 and Recorded on November 25, 1998 at Reception No. 67774, as amended by: (i) pursuant to Ordinance 01-16, the First Amendment to Annexation and Development Agreement dated as of November 13, 2001, and Recorded on December 10, 2001 at Reception No. 779049; (ii) pursuant to Ordinance 03-08, the Second Amendment to Annexation and Development Agreement dated as of May 27, 2003, and Recorded on July 30, 2003 at Reception No. 842248; and (iii) pursuant to Ordinance 04-17, the Third Amendment to Annexation and Development Agreement dated as of October 26, 2004, and Recorded on December 22, 2004 at Reception No. 901429. 74.69. Original Effective Date means October 13, 1998. 75.70. Original Owners means EMD, PVRT NOTT I LLC, a Colorado limited liability company, PVRT NOTT II LLC, a Colorado limited liability company, and PVRT NOTT III LLC, a Colorado limited liability c ompany, which entities owned the Property as of the execution date of and were defined as “Owners” in the Original Agreement (TCLLC being the successor entity to the PVRT entities as described in the Third Amendment of the Original Agreement). 76.71. Original PUD Guide means The Village (at Avon) PUD Guide dated October 13, 1998 and recorded in the real property records of Eagle County, Colorado, on November 25, 1998 at Reception No. 677744, as amended by: (i) PUD Development Plan Administrative Amendment No. 1 (amending the PUD Master Plan only), dated May 21, 2001, and recorded in the real property records of Eagle County, Colorado, on July 31, 2001 at Reception No. 763439; (ii) PUD Guide Administrative Amendment No. 2, dated February 13, 2002, and recorded in the real property records of Eagle County, Colorado, on February 29, 2002 at Reception No. 786254; (iii) PUD Guide Administrative Amendment No. 3, dated May 15, 2002, and recorded in the real property records of Eagle County, Colorado, on M ay 1 5, 2001 at Reception No. 795806; (iv) PUD Guide Administrative Amendment No. 4, dated May 15, 2002, and recorded in the real property records of Eagle County, Colorado, on May 15, 2002 at Reception No. 795805; and (v) Formal Amendment Number One to The Village (at Avon) PUD Guide, dated January 25, 2007, and recorded in the real property records of Eagle County, Colorado, on March 2, 2007 at Reception No. 200705491. F-11 1001679.22 FINAL 1044033.5 77.72. Party(ies)means, individually o r collectively as the context dictates, the Town, TCMD, VMD and Master Developer. 78.73. Past Developer Advance(s)means, collectively and as more specifically set forth in Exhibit E, the following TCMD obligations incurred prior to the Effective Date: (i) the principal payable to certain of the Developer Affiliates, together with interest thereon at the rate set forth in the documents creating such obligations; and (ii) the principal balance payable to the Buffalo Ridge Affordable Housing Corporation, together with interest thereon at the rate set forth in the documents creating such obligation 79.74. Permitted Uses has the meaning set forth in Section 6.2(a). 80.75. PIC(s)means, individually or collectively as the context dictates, the Commercial PIC and/or the Mixed-Use PIC and/or any other public improvement company established for the Property from time to time. 81.76. PIF Covenants means, collectively and as amended from time to time (specifically including those amendments to be Recorded contemporaneously with the Effective Date), the Declaration of Covenants for The Village (at Avon) Commercial Areas Recorded May 8, 2002 at Reception No. 795012 and the Declaration of Covenants for The Village (at Avon) Mixed Use Areas Recorded May 8,2002 at Reception No. 795013. 82.77. Planning Area(s)means the portion(s) of the Property described in the PUD Guide and depicted in the PUD Master Plan as “Planning Areas” or identified therein as “PA-[x].” 83.78. Pledge Agreement means that certain Water Tank BondsProject Financing Pledge Agreement made and entered into by and among TCMD, VMD and the AuthorityTC-RP, and having an effective date concurrent with the Effective Date. 84.79. Preliminary Acceptance means the Town’s Acceptance of ownership of Dedicated Public Improvements (including real property interests and/or improvements constructed thereupon) and undertaking of full responsibility for all operations maintenance, repair and capital replacement obligations (including but not limited to maintenance and snow removal of roadways, water and sewer lines, storm drainage improvements, maintenance of streetscape improvements within the Dedicated rights-of-way, management of noxious weeds and similar matters in accordance with Town’s generally applicable procedures and standards)with respect to Dedicated Public Improvements, subject to the warranty period (as set forth in the Municipal Code as in effect from time to time) and the applicable Developer’s or District’s resolution of any warranty matters arising during such period of Preliminary Acceptance; subject, however, to the terms and conditions of Section 4.2(d) regarding asphalt overlays. 85.80. Prioritized Capital Projects has the meaning set forth in Section 3.10. 86.81. Project means the mixed-use project proposed to be developed on the Property with the uses, densities and development standards more particularly described in the Development Plan. F-12 1001679.22 FINAL 1044033.5 87.82. Project Ad Va lorem Ta xes means the tax revenues resulting from imposition of the respective mill levies of TCMD and VMD, net of the costs of collection retained by the Eagle County treasurer. 88.83. Property has the meaning set forth in Recital B. 89.84. Public Improvement(s)has the meaning ascribed to such term in the PUD Guide, and includes but is not limited to all such improvements specifically or generally described in the Service Plans. 90.85. Public Improvement Agreement(s)means a public improvement agreement (as such term generally is used in Section 7.32.100 of the Municipal Code (as in effect from time to time), subject to the terms and conditions of the Development Plan modifying and/or exempting application of said Section 7.32.100) that is executed, either prior or subsequent to the Effective Date, in connection with the proposed development of a portion of the Property. 91.86. Public Improvement Fee(s)means the Credit PIF, the Add-On RSF and any future Add-On PIF other than the Add-On RSF, which are privately imposed fees (and not taxes) imposed on Taxable Transactions (and such other transactions as may be set forth in the PIF Covenants from time to time) in accordance with the terms and conditions of the PIF Covenants and the Development Agreement. 92.87. PUD Master Plan means The Village (at Avon) P.U.D. Development Plan/Sketch Plan dated November 7, 2012, attached as Exhibit B of the PUD Guide, as amended from time to time, which constitutes the approved sketch plan and master plan for development within the Property. 93.88. PUD Guide means the Amended and Restated PUD Guide for the Property (and all exhibits thereto, including but not limited to the PUD Master Plan) dated November 7, 2012, as amended from time to time. 94.89. Real Estate Transfer Fee means the Credit PIF imposed pursuant to the PIF Covenants on real estate transfer transactions occurring within the Project which, subject to application of the Ta x Credit, are Ta xable Tr ansactions. The Real Estate Transfer Fee shall not be construed to be part of a Ta xable Transaction, and shall not be subject to the To wn’s tax on real estate transfer transactions. 95.90. Recital(s)means, individually or collectively as the context dictates, the information set forth in the provisions of the “Recitals” section of the Development Agreement. 96.91. Record(ed/ing)means to file, having been filed or appearing in the real property records of the Eagle County Clerk and Recorder ’s office. 97.92. Replacement Bonds means bonds that TCMDone or more of the Districts may issue after the Effective Date for the purpose of extinguishing, replacing, refunding or defeasing all or portions of the Past Developer Advances which: (i) bear a lower effective interest rate than the effective interest rate of the Past Developer Advances, (ii) are not secured by (and cannot be paid from) Credit PIF Revenues; and (iii) unless otherwise agreed to by the Town in writing, do not F-13 1001679.22 FINAL 1044033.5 exceed a par value of $12.4 million in principal; and (iv) do not result in an increase of, or count against, the Credit PIF Cap. 98.93. Retail Sales Fee means the Credit PIF imposed pursuant to the PIF Covenants on retail sales transactions occurring within the Project which, subject to application of the Tax Credit, are Ta xable Transactions and, pursuant to Section 6.4(a)(iv), shall be imposed on the use of building materials within the Project to the extent the To wn in the future enacts a municipal use tax on building materials. 99.94. Revocable Li cense Agreement means that certain Revocable License Agreement for Snow Storage executed concurrently with the Effective Date by and among EMD-CM LLC, a Colorado limited liability company, TC-RP (such entities being assignees of Master Developer’s rights pursuant to Section 3.7(b)) and the Town, with respect to the rights and obligations of the parties thereto regarding the use of Planning Area B (i.e., Lot 2, The Second Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 (as Recorded on the Effective Date))for snow storage. 100.95. Sanitation District means the Eagle River Water & Sanitation District. 101.96. School Sites Dedication has the meaning set forth in Section 3.7(a). 102.97. Section refers to a numbered section of the Development Agreement, unless otherwise stated. 103.98. Service Plan(s)means, individually or collectively as the context dictates and as have been or may be amended from time to time, the Service Plan(s)for TCMD and VMD, each dated August 25, 1998, and approved by the To wn Council in accordance with Part 2, Article 1, Title 32, C.R.S., together with any other service plan(s) that To wn Council may approve for such additional District(s) as may be organized for the Project in the future. 104.99. Settlement Term Sheet has the meaning set forth in Recital H. 105.100. Site has the meaning ascribed to such term in the PUD Guide. 106.101. Site Specific Development Plan means a “site specific development plan” as defined in the Ve sted Property Rights Statute, but for avoidance of doubt shall not be construed to include a preliminary plat, a grading permit, a building permit, or the continuation of a temporary use beyond the term contemplated therefor in the approval. 107.102. Supplemental Bonds means additional financial obligations of TCMDone of more of the Districts in a cumulative amount up to the portion of the otherwise unfunded portion of the Credit PIF Cap (including bonds issued by TCMDone or more Districts and/or Additional Developer Advances) issued at any time during the period commencing on the Effective Date and continuing through and including January 1, 2040 (expressly including, however,and notwithstanding that such obligations may be incurred after January 1, 2040, Deferred Reimbursement obligations that are an Additional Developer Advance in accordance with Section 5.5(b)(iv)(A)and which arise pursuant to clause (2) of Section 5.5(b)(iv)): (i) which are payable in F-14 1001679.22 FINAL 1044033.5 whole or in part from Credit PIF Revenues; and (ii) some or all of the proceeds of which are utilized to finance Capital Projects and/or to refund and defease Replacement Bonds. 108.103. Tank Agreement means, as amended from time to time, that certain Amended and Restated Traer Creek Water Storage Tank Agreement and Second Amendment to Water Storage Tank Agreement (such instrument amending and restating that certain Traer Creek Water Storage Tank Agreement and Second Amended Water Service Agreement made andhaving an “Effective Date”(as defined therein) of December 26, 2012)entered into as of [insert effective date]by and among the Authority, the Town, TCMD, Master Developer, TC-RP and certain “Limited Parties” (as defined therein). 109.104. Ta nk Project has the meaning set forth in the Tank Agreement. 110.105. Tank Project BondsFinancing has the meaning set forth in the Tank AgreementSection 5.5(b). 111.106. Ta x Credit means the Town’s obligation to provide tax credits as described in Section 4.2(a) and in Article 6, which obligation is implemented by and codified in the Municipal Code (as in effect on the Execution Date) at Sections 3.08.035 (with respect to retail sales), 3.12.065 (with respect to real estate transfers) and 3.28.075 (with respect to public accommodations). 112.107. Taxable Transaction(s)means a retail sales transaction, a real estate transfer transaction, or an accommodations/lodging transaction occurring within the Property which, subject to application of the Tax Credit as set forth in the Development Agreement, is subject to the Town’s sales tax, the Town’s real estate transfer tax or the Town’s accommodations/lodging tax. If the Town imposes any use tax on building materials during the Term that is not in effect as of the Execution Date such use tax shall be automatically and without the need of any formal action incorporated into the foregoing definition. 113.108. TC-HD means Traer Creek-HD LLC, a Colorado limited liability company. 114.109. TCLLC means Traer Creek LLC, a Colorado limited liability company. 115.110. TCMD means Traer Creek Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado. 111.TCMD Bond Reissue means bonds issued by TCMD on or prior to the Effective Date to refund its Va riable Rate Revenue Bonds, Series 2002, and its Va riable Rate Revenue Bonds, Series 2004, in implementation of the Settlement Term Sheet, including but not limited to any refunding bonds issued to repay or defease such bonds as to which BNP is a credit enhancer, letter of credit provider or bondholder. 112.TCMD Reissue Documents means the indenture, the custodial agreement and related documentation executed in connection with closing of the TCMD Bond Reissue and which establish, inter alia, the priority of uses for which District Revenues can be utilized. 116.113. TC Plaza means Traer Creek Plaza LLC, a Colorado limited liability company. F-15 1001679.22 FINAL 1044033.5 117.114. TC-RP means Traer Creek-RP LLC, a Colorado limited liability company. 118.115. TC-WMT means Traer Creek-WMT LLC, a Colorado limited liability company. 119.116. Term means the period commencing on the Effective Date and continuing through and including the date upon which payment in full of all issued and outstanding District Debts occurs (or the Town has exercised its option to fully fund the Credit PIF Cap pursuant to Section 6.14(a)); provided, however, the Term shall not be deemed to have expired prior to January 2, 2040, unless, prior to January 2, 2040: (i) (A) TCMD hasone or more Districts have issued Supplemental Bonds up to the full amount of the Credit PIF Cap; and (B) all such Supplemental Bonds and all other District Debts have been fully paid; or (ii) the Town has exercised its option to fully fund the Credit PIF Cap pursuant to Section 6.14(a). 120.117. TIF Revenues means the net revenues actually received by AURA from the property tax increment resulting from creation of one or more urban renewal area(s) including all or any part of Lot 1. For purposes hereof, the term “net revenues” means the revenues remaining available for use by A URA after remitting: (i) to the Districts, 100% of the tax increment revenues resulting from the Project Ad Valorem Taxes; and (ii) to any other taxing authorities having territory within the Property, such portions of the tax increment revenues resulting from the mill levies of the other taxing authorities as AURA may be required to remit pursuant to the terms of separate agreements with such taxing authorities, if any. 121.118. Total Repayment Cost Comparison means the Total Repayment Costs of Additional Developer Advances minus the Total Repayment Cost of Supplemental Bonds issued in the form of obligations other than Additional Developer Advances. 122.119. Total Repayment Cost of Additional Developer Advance means (i) the amount available to pay Capital Project Costs from the proceeds of the Supplemental Bonds for which the Total Repayment Cost Comparison is being calculated plus (ii) the total amount of interest which would accrue from the date of issuance of such Supplemental Bonds to the respective maturity dates of such Supplemental Bonds calculated by multiplying the Principal Amount Maturing by the Municipal Market Data rate (or, if the foregoing index is no longer published, then the Bond Buyer Revenue Bond index rate), for a term most closely related to the term of the Supplemental Bonds being issued, for Baa investment grade bonds on the date of issuance of such Supplemental Bonds plus 375 basis points. For purposes of this calculation, Principal Amount Maturing means the principal amount maturing on each maturity date for such Supplemental Bonds multiplied by the percentage obtained by dividing the amount available to pay Capital Project Costs from such Supplemental Bonds by the total principal amount of such Supplemental Bonds. For purposes of this calculation, a maturity date is the date on which principal is scheduled to be paid including a mandatory sinking fund date. 123.120. Total Repayment Cost of Supplemental Bonds means, with respect to Supplemental Bonds issued in the form of obligations other than Additional Developer Advances, the sum of: (i) the total principal amount of such Supplemental Bonds less the amount of the principal, if any, representing capitalized interest as identified in the indenture of trust or other financing document governing the payment of such Supplemental Bonds, plus (ii) the total amount of interest to accrue on the Supplemental Bonds from their date to their respective maturities calculated by m ultiplying F-16 1001679.22 FINAL 1044033.5 the principal amount maturing on each maturity date by t he applicable TRC Interest Rate, plus (iii) the sum of any other known Bond Requirements that will be required to administer the Supplemental Bonds. 124.121. To wn means the Town of Avon, a home rule municipal corporation of the State of Colorado. 125.122. To wn Council means the To wn Council of the Town. 126.123. TRC Interest Rate means, with respect to Supplemental Bonds issued in the form of obligations other than Additional Developer Advances: (i)if the interest rate is fixed during the term of such Supplemental Bonds, the stated rate; and (ii) if the interest rate is variable (subject to the Town’s consent as set forth in Section 6.10), the 30-year average, as of the issuance/closing date, of the interest rate index used to determine the variable rate on such Supplemental Bonds as stated in the documents governing the issuance of such Supplemental Bonds plus any adjustment or spread to such index. 127.124. Ve sted Property Rights Statute means C.R.S. §§ 24-68-101 et seq. as in effect on the Original Effective Date. 128.125. Vested Property Rights has the meaning set forth in Section 2.4. 129.126. Vesting Term has the meaning set forth in Section 1.4(a). 130.127. VMD means The Village Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado. 131.128. Water Bank has the meaning set forth in Section 3.4(a). 132.129. Water Rights has the meaning set forth in Section 3.4. {00352651.DOC /} 1 AMENDED AND RESTATED TRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT THIS AMENDED AND RESTATED TRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT (“Tank Agreement”) is made and entered into as of this ____ day of __________, 201__ (“Effective Date”), by and among the following entities (collectively, the “Parties”): the UPPER EAGLE REGIONAL WATER AUTHORITY, a political subdivision of the State of Colorado (the “Authority”); the TOWN OF AVON, a home rule municipal corporation of the State of Colorado (“Avon”); the TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (“TCMD”); TRAER CREEK LLC, a Colorado limited liability company (“TCLLC”); TRAER CREEK-RP LLC, a Colorado limited liability company (“TCRP”); and only for those limited purposes expressly set forth below, BNP PARIBAS, a financial institution organized under the laws of the Republic of France (“BNP”) and The Village Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado (“VMD”) (together, BNP and VMD may be referred to as a “Limited Party” or the “Limited Parties”). RECITALS This Tank Agreement is made with respect to the following facts: WHEREAS, Avon, TCMD, Master Developer (defined below) and other entities were parties to that certain litigation (consolidated civil action Case No. 2008CV385, Eagle County District Court), and have entered into that certain Settlement Term Sheet dated October 7, 2011 (the “Term Sheet”), to resolve various disputes at issue in the litigation; and WHEREAS, Section 3 of the Term Sheet includes provisions regarding financing and constructing the Tank Project (defined below) within The Village (at Avon) real estate development (the “Property”), the legal description of which is attached hereto as Exhibit A; and WHEREAS, except for certain smaller parcels owned by third parties (as such interests appear of record as of the Effective Date), fee ownership of the bulk of the Property is held by TCRP, EMD Limited Liability Company (“EMD”), Traer Creek Plaza LLC, Traer Creek-HD LLC and Traer Creek-WM LLC (collectively, together with any other entity with respect to {00352651.DOC /} 2 which TCLLC is the managing member and which acquires title to any portion of the Property after the Effective Date, the “Developer Affiliates”); and WHEREAS, for ease of administration and in recognition of the fact that ownership of the Property has and will continue to become diverse as further development occurs, the Developer Affiliates have designated TCLLC to act on its and their behalf for all purposes in connection with this Tank Agreement, including but not limited to negotiation and execution of this Tank Agreement and any future amendments hereto (in such capacity, TCLLC being “Master Developer”); and WHEREAS, TCRP is the fee owner of the bulk of the undeveloped portion of the Property, including that portion of the Property legally described as Tract J, THE VILLAGE (at AVON) FILING 4 according to the plat recorded ______________, 201__, at Reception No. _____, COUNTY OF EAGLE, STATE OF COLORADO (the “Tank Site”) upon which the Tank Project is to be constructed and operated; and WHEREAS, the Parties previously executed the Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement, with an effective date of December 26, 2012 (the “2012 Tank Agreement”); WHEREAS, due to certain regulatory changes and changed circumstances, the plans and specifications previously completed by the Developer Affiliates and TCMD (the “2005 Plans”) were updated and modified by the Authority (the “Bid-Ready Plans”) for bidding and construction by the Authority; and WHEREAS, TCMD contributed the total sum of $ 211,585.00 to the Authority toward the costs of updating the 2005 Plans that have been completed by the Authority in accordance with the terms and conditions of the 2012 Tank Agreement; and WHEREAS, the Bid-Ready Plans prepared for the Authority incorporate all design, engineering and construction drawing criteria required to bid and construct the following improvements as depicted, described and/or specified in the Bid-Ready Plans (collectively, the “Tank Project”): • a 2.0 million gallon treated water storage tank, together with related site grading, retaining walls and similar site improvements (collectively, the “Storage Tank”); and • a year-round all-weather road between the Storage Tank site and the nearest dedicated public road which shall provide year-round all-weather access to the Storage Tank site, portions of which were intended to provide general public access after it is dedicated to Avon and portions of which are intended to be restricted from general public use (the “Access Road”); and {00352651.DOC /} 3 • those water lines, electric lines and other utilities required to be installed and connected to provide service to the Tank Site and to connect the Storage Tank to existing water lines, electrical lines and related utilities. WHEREAS, the Authority undertook and performed the following services in accordance with the terms and conditions of the 2012 Tank Agreement: • coordinated preparation of the Bid-Ready Plans; and • made application for required permitting from the Colorado Department of Public Health and Environment and the U.S. Army Corps of Engineers for construction of the Tank Project in accordance with the Bid-Ready Plans; and • completed a public bidding process for construction of the Tank Project in accordance with the Bid-Ready Plans; and • completed required preparations through its bond counsel, including the negotiation and completion of the Pledge Agreement, for financing the construction of the Tank Project in the name of and under the Authority’s credit through the sale of its Tank Project Bonds. WHEREAS, the Authority was unable to award construction contracts for the Tank Project because sufficient funding would not have been available to the Authority from the $500,000 annual Pledge Amount provided for in the 2012 Tank Agreement; efforts by the Authority, TCMD, TCLLC and TCRP to reduce the costs were not sufficient to close the funding gap that existed and the Authority’s Board of Directors has now authorized the issuance of a notice of rejection of all Bids received, termination of all preparations for the Authority to issue bonds to finance the Tank Project, and close-out of all contracts and release of all contractors and consultants previously utilized by the Authority for the Engineering & Design Work for the Tank Project; and WHEREAS, TCRP has requested that all responsibility for completion of the Tank Project be transferred to it, including finalization of the plans and specifications to construct an alternative Access Road as designed at its request by Marcin Engineering and making such modifications to the facilities to be constructed on the Tank Site as necessary to accommodate the “Realigned Access Road;” funding and /or financing all of the construction costs without any contributions from the other Parties; obtaining all necessary permits for construction of the Tank Project; and contracting for completion of the construction of the Tank Project with contractors that TCRP determines are capable of completing the Tank Project by June 30, 2015, subject to approval by the Authority of all final plans and specifications for the Tank Project, specifically including any and all modifications to the Bid-Ready Plans completed by the Authority, inspection and testing of the facilities constructed as determined to be necessary by the Authority, and Final Acceptance of the Tank and improvements on the Tank Site, together with the water main and related utilities and appurtenances necessary to make the Tank operational and functional within the Authority’s regional water distribution system, all in accordance with {00352651.DOC /} 4 the Requirements for Final Acceptance set forth in Chapter 10, Appendix C of the Authority’s Rules and Regulations; and WHEREAS, certain of the Parties, or their predecessors in interest, and the Eagle-Vail Metropolitan District (“EVMD”) entered into a Water Service Agreement, dated May 15, 1997, as amended by First Amendment to Water Service and Tap Fee Allocation Agreement dated June 22, 1999, (collectively, as so amended, the “Service Agreement”), in which Section 5, titled Construction of Water Service Facilities, provided for construction of a water storage tank by TCMD or a predecessor of Master Developer; and WHEREAS, the Parties intend this Tank Agreement to amend Section 2 of the Service Agreement as it provides for the Lease of Water Rights and to amend Section 5 of the Service Agreement as it provides for construction of the Storage Tank; and WHEREAS, TCRP has agreed to provide Tank Project Financing (as “Tank Project Financing” is defined in the Consolidated, Amended and Restated Annexation and Development Agreement for the Village (at Avon)) dated October 22, 2013 (the “Development Agreement”) and TCMD has agreed to pledge and assign certain of its revenues to support the Tank Project Financing and the Pledge Agreement (as such terms are defined in Section 9.a below); and WHEREAS, VMD has agreed to pledge and assign certain of its revenues to support the Tank Project Financing and the Pledge Agreement (as such terms are defined in Section 9.a below), and is executing this Tank Agreement for the sole and limited purpose of setting forth its obligations, which are limited to those expressly set forth in Section 9.a of this Tank Agreement, and its rights and remedies, which are limited to those expressly set forth in Sections 8, 9, 10.b and 14 of this Tank Agreement; and WHEREAS, as now provided in the Service Agreement, Avon is the successor in interest to the rights, obligations, agreements and benefits of EVMD and, therefore, in accordance with Section 13(c) of the Service Agreement, Avon is fully authorized to approve and execute the amendments to the Service Agreement effected by the Tank Agreement such that the approval or consent of EVMD is not required; and WHEREAS, as between the Authority, Avon, TCMD and VMD, this Tank Agreement constitutes an intergovernmental agreement pursuant to C.R.S. §§ 29-1-204 and 29-20-105 and Article XIV, Section 18(2) of the Colorado Constitution and each such governmental or quasi- governmental entity is specifically entitled to seek and be awarded the remedy of specific performance (if allowed by law against any local government that is a Party) of each such governmental or quasi-governmental entity’s obligations arising under this Tank Agreement; and WHEREAS, the Developer Affiliates have undertaken and will undertake certain obligations and certain investments in reliance on the Authority’s commitment to provide water service to and issue taps for development of the Property; and WHEREAS, BNP as a Limited Party has executed this Tank Agreement to affirm BNP’s approval of and consent to TCMD and VMD undertaking and performing their respective obligations as described in Section 9.a of this Tank Agreement regarding the TCMD Bond {00352651.DOC /} 5 Reissue and as set forth in the Pledge Agreement and its consent to the Pledge Agreement in the form attached as Exhibit E hereto; and WHEREAS, the Developer Affiliates (the “Intended Beneficiaries”) are intended to be express third-party beneficiaries of the Authority’s and Avon’s obligations under this Tank Agreement with rights of direct enforcement of such obligations as more particularly set forth in Section 14 of this Tank Agreement; and WHEREAS, implementation of the settlement contemplated in the Term Sheet will require the satisfaction of various mutually dependent conditions, including but not limited to closing of the 2013 Bond Reissue, such that all documents and instruments required to be formally delivered and/or recorded to implement the Term Sheet (except for this Tank Agreement) will be deposited, pursuant to a master escrow agreement (the “Escrow Agreement”), into escrow (the “Escrow”) with Stewart Title as escrow agent (the “Escrow Agent”) prior to closing of the 2013 Bond Reissue; and WHEREAS, the Escrow Agreement shall generally provide for the deposit of all documents and instruments required to implement the settlement subject to instructions for formal delivery and/or recording on the date when closing of the 2013 Bond Reissue occurs (such date being the “Implementation Date”), or return of all such documents and instruments without formal delivery or recording, such documents and instruments to be void ab initio and of no legal effect if the 2013 Bond Reissue has not occurred by a date certain to be specified in the Escrow Agreement (the “Outside Date”); and WHEREAS, this Tank Agreement shall become legally effective and binding on the Parties with regard to terminating and extinguishing the rights and obligations of the Parties set forth in the 2012 Tank Agreement upon the Effective Date of this Tank Agreement as stated in Section 13 below. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties agree that this Tank Agreement shall replace and supersede the 2012 Tank Agreement in its entirety and that no Party thereto shall have any further rights or obligations as set forth in the 2012 Tank Agreement, and the Parties hereby agree to the terms of this Tank Agreement as follows: AGREEMENT TERMS 1. Settlement Term Sheet; Effective Date; Implementation Date. The terms and provisions of this Tank Agreement are intended to implement, and as of the Implementation Date shall be deemed to have implemented, the terms of Section 3 of the Term Sheet. 2. Service Agreement. From and after the Implementation Date, the terms and provisions of this Tank Agreement amend the following terms of the Service Agreement: a. Section 2(b) as the terms of Section 2(b) apply to the ownership of the water rights to be used to service the Property; and {00352651.DOC /} 6 b. Section 5 as it provides for construction of the Storage Tank. 3. Bid-Ready Plans. a. TCMD and the Authority executed and delivered the Agreement for Payment of Costs of Water Storage Tank Design, dated March 2, 2012, attached as Exhibit C to the 2012 Tank Agreement (the “Design Costs Agreement”), together with three (3) Addendums thereto effective on December 20, 2012, January 31, 2013 and March 2, 2013. Pursuant to the Design Costs Agreement and the Addendums thereto and subject to the terms and conditions thereof, TCMD transferred to the Authority the total sum of $211,585.00. Using such funds, the Authority contracted for and caused completion of the Bid Ready Plans. As of July 10, 2013, the Authority had expended all of the funds provided by TCMD in the amount of $196,585.00 in accordance with the terms of the Design Costs Agreement, as amended. b. Pursuant to the terms of the First Addendum, TCMD provided $15,000.00 “to pay costs incurred by the Authority for the engineering of a mechanically stabilized earth retention wall using soil nail techniques (“Additional Improvements”) at the site on which the Storage Tank will be constructed (“Additional Engineering & Design Work”).” This Work was completed by the Authority at a cost of $4,294.00 which has been expended by the Authority from the Restricted Account for the purposes described above. The Authority shall retain the remaining $10,706.00 which it holds in this Restricted Account to pay a portion of the remaining unpaid expenses for the Engineering and Design Work as incurred by the Authority in the amount of $36,831.22. c. Authority hereby waives all rights, if any, it had under the 2012 Tank Agreement to reimbursement for its costs incurred in obtaining completion of the Bid Ready Plans. d. TCMD hereby waives all rights it had, if any, under the 2012 Tank Agreement to reimbursement for its expenses, specifically including, but limited to the $215,585.00 it advanced for completion of the Bid-Ready Plans. e. In consideration of and in complete satisfaction of the funds so advanced by TCMD, the Authority shall assign to TCMD or its designee, without any representations or warranty, all of its right, title and interest in the Bid-Ready Plans and any and all work product resulting therefrom. TCMD agrees to re- assign the Bid-Ready Plans to the Authority on January 2, 2016 on the same basis if the Tank Project has not been completed or if for any reason Construction Acceptance of the Tank by the Authority has not occurred by such date as hereinafter provided. {00352651.DOC /} 7 4. Obligation to Prepare Construction Cost Estimates and to Bid the Tank Project; Contract Award. All Parties hereto acknowledge and agree that the Authority fully satisfied its obligations under the 2012 Tank Agreement to obtain a Construction Cost Estimate for the Tank Project based on the Bid-Ready Plans which the Authority completed. All Parties further agree and acknowledge that the Authority, following its normal bidding practices, solicited bids from pre-qualified contractors for the Tank Project in May 2013 and provided TCMD, BNP and the Master Developer the opportunity to review and comment on the bids received in June 2013 as provided in the 2012 Tank Agreement. All Parties further agree and acknowledge that it has not been, nor can it be confirmed that the Authority’s Tank Project Bonds to be issued to pay the costs of construction could be serviced without exceeding the $500,000 per year maximum Annual Debt Service Pledge Amount, a condition precedent to the Implementation Date and the release of the Pledge Agreement from Escrow. 5. Tank Site, Access Road, Permits and Landscaping. All Parties agree and acknowledge that the Authority made application for the permits required from the Colorado Department of Public Health and Environment and the U.S. Army Corps of Engineers for the construction of the Tank Project, which applications shall either be withdrawn or assigned by the Authority to TCMD, TCLLC or TCRP. No new or additional studies shall be required by Avon for the Tank Project. Avon also shall waive all fees, including review fees, for any and all permits it may require for the Tank Project. Avon shall permit TCRP to construct the Tank Project on the Tank Site and shall not require a subdivision improvement agreement with respect to the Tank Project. Avon shall not require the posting of any collateral, bond or other form of assurance of completion with respect to the Tank Project, other than this Tank Agreement. Avon’s waiver of financial security for the Tank Project shall not extend or apply to any future water storage tank project which is pursued if this Tank Agreement expires or is terminated without completion of the Storage Tank, nor shall such waiver apply to any additional tanks that may be required to serve higher elevations of the Property. If portions of the Realigned Access Road are improved as a public road, such portions shall be dedicated to Avon and accepted by Avon for maintenance immediately following completion of the same to Avon’s standards for dedication of a public street then in effect, but neither the Authority nor Avon shall have any responsibility to improve the Access Road to such standards. The Authority shall have no responsibility for the physical condition of the Realigned Access Road after the Authority accepts the Tank Project after the completion of construction. Pending dedication to and acceptance by Avon of the Realigned Access Road, the owner or owners of the property upon which the Realigned Access Road is constructed shall be responsible for maintenance of the Realigned Access Road so long as it remains closed to use by the general public; such maintenance shall not include snow removal, but must be sufficient to permit continued access to the Storage Tank by the Authority for operation and maintenance of the Storage Tank. Any Party who uses the Realigned Access Road at a time when snow is present shall be responsible to plow the snow as necessary to permit ingress and egress so long as the Realigned Access Road remains closed to use by the general public. TCRP shall be solely responsible for approving all progress payments and disbursements to the contractor or contractors for the Tank Project. Any inspections of construction by Avon shall be in its discretion and at its sole cost and expense. The landscaping requirements set forth in the Bid-Ready Plans supersede all previously adopted landscaping requirements and TCRP shall only be responsible to perform and install those landscaping improvements set forth in the Bid-Ready Plans, to warrant the same until expiration {00352651.DOC /} 8 of two complete growing seasons, and to thereafter maintain all such landscaping improvements that are installed within the Tank Site. Master Developer shall, to the extent required by applicable requirements of The Village (at Avon) Design Review Board, be responsible to obtain such board’s approval of the landscape requirements set forth in the Bid-Ready Plans. Any additional landscaping that a Party desires within the Tank Site shall be allowed at the sole expense of such Party, subject to the Authority’s reasonable determination that such additional landscaping improvements will not impair or interfere with the Authority’s operation and maintenance of the Storage Tank, and further subject to review and approval by The Village (at Avon) Design Review Board. 6. Wetlands Mitigation. TCRP shall be solely responsible for obtaining and maintaining any wetland permits required in order to complete the Tank Project, including the Realigned Access Road. 7. Conveyance of Water Rights. Section 2(b) of the Service Agreement provided for the lease by Master Developer’s predecessor to Avon for sublease without cost to the Authority certain water rights sufficient to replace the consumptive use associated with the development of the Property as ultimately decreed by the Water Court. By the terms of a Water Lease, dated November 4, 2002, certain TCMD water rights (Exhibit 2 thereto), certain historic consumptive use credits dedicated to the plan for augmentation approved in Case No. 97CW306 (Exhibit 3 thereto), and 10.8 acre-feet of Wolford Mountain Reservoir contract water were leased by TCMD to Avon. By the terms of a Water Sublease, dated November 4, 2002, Avon subleased the same water rights to the Authority. In consideration of the undertakings of the Authority pursuant to this Tank Agreement, the following instruments have been or shall be executed and deposited to Escrow: a. TCMD shall assign and convey to Avon by Special Warranty Deed in substantially the form attached hereto as Exhibit D-1, all of its right, title and interest in and to the water rights described therein (collectively, the “Water Rights”), free and clear of all liens and encumbrances, together with all diversion ditches, pipelines, headgates and structures, pumps, casings and other improvements and easements associated or used in connection with the Water Rights as becomes necessary from time to time in order for the Authority to provide municipal water service to the Property (“Appurtenances”), reserving unto TCMD all rights of access and use of the Appurtenances to the extent not required to provide municipal water service for the Property. Prior to the execution of this Special Warranty Deed and its delivery to the Escrow, TCMD provided to the Authority and to Avon a written Title Opinion in a form acceptable to the Authority concerning the Water Rights and Appurtenances conveyed by this Special Warranty Deed which indicated that TCMD owns title to the Water Rights and the land underlying the Appurtenances free and clear of all liens and encumbrances, subject only to the Water Lease dated November 4, 2002, from TCMD to Avon and the Water Sublease dated November 4, 2002, from Avon to the Authority. This written Title Opinion shall be updated prior to the release from Escrow and recording of the Special Warranty Deeds identified in this Section 7 and the recording of the Special Warranty Deeds shall be {00352651.DOC /} 9 completed prior to any rescission of the moratorium as provided in Section 8 hereof. The commencement date of the record title search of the Water Rights under the Title Opinion shall be the date of the decree in Division No. 5 Case No. 97CW306 or the date of conveyance of the Water Rights and Appurtenances to TCMD, whichever date is earlier. b. Concurrently with the conveyance described in subparagraph 7.a above, Avon shall assign and convey by Special Warranty Deed in substantially the form attached hereto as Exhibit D-2, the Water Rights and Appurtenances to the Authority, subject to a right of reverter to Avon in the event the Authority fails to provide water service to the Property (excepting temporary cessation of water service due to reasonable maintenance requirements or emergency conditions or actions by the Authority as authorized by its Rules and Regulations). c. TCMD and Master Developer shall, without further action or documentation, be deemed to have waived any ownership interest in the thirty (30) acre-feet of Eagle Park Reservoir water previously obtained by the Authority in its name using funds provided by TCMD. d. Any obligation to lease water rights to Avon or the Authority under the terms of the Service Agreement, the Water Lease or the Water Sublease shall be considered satisfied in full once the Water Rights and Appurtenances have been conveyed to the Authority as provided herein. This paragraph shall not be construed to relieve TCMD, Master Developer, or any other owner of the Property, or portion thereof, from the obligation to provide additional water rights to serve development on the Property in excess of what is approved by the decree of the District Court in and for Water Division No. 5 in Case No. 97CW306. e. The Authority shall undertake the ongoing responsibility for any Water Court filings necessary to continue and/or to make absolute the Metcalf Ditch Headgate and Raw Water Booster Pump conditional rights decreed in Case No. 97CW306. TCMD and the Authority shall continue to cooperate with each other in all Water Court matters involving the rights decreed in Case No. 97CW306. The Authority shall file any application necessary to maintain and/or make absolute the Metcalf Ditch Headgate and Raw Water Booster Pump. In the sole and absolute discretion of the Authority, the Authority may require TCMD to file as a co- applicant. f. In connection with the development of the Property, the Parties acknowledge that the Appurtenances may need to be modified, piped, buried or otherwise improved at TCMD’s or Master Developer’s sole cost and discretion. The instruments effecting the foregoing assignment and conveyance of the Water Rights and Appurtenances (the “Water Instruments”) shall be deposited into the Escrow not later than ten (10) days after the Effective Date of this Tank Agreement, but shall not be deemed legally effective or operative until recorded by the Escrow Agent. {00352651.DOC /} 10 8. Moratorium. For a number of years the Authority has imposed a moratorium upon further water service within the Property. From and after recording of the Water Instruments, and formal delivery to the Escrow of the Special Warranty Deed to the Tank Site and the Easement Agreement to be held in Escrow pending completion of the Tank and Construction Acceptance by the Authority: a. the moratorium shall be rescinded on the Implementation Date by Resolution adopted by the Board of Directors of the Authority, effective upon delivery to Escrow of fully executed construction contracts, Performance and Payment Bonds in amounts equal to the contract amount, for each contractor for the Tank Project between TCMD and/or TCLLC or TCRP and each contractor, together with a deposit to the Escrow in the amount of $ < TBD > , (the “Tank Escrow Amount”), that is sufficient to pay 100% of the costs of construction of the Tank, the MSE retaining walls on the Tank Site and all of the costs for materials and installation of the water main to the Storage Tank, properly connected to the Authority’s water distribution system, tested and made operational; and b. the Escrow Agent is hereby instructed to open an account in the name of the Escrow Agent in a regulated financial institution with its home office in the United States of America as selected by the Escrow Agent to which the full Tank Escrow Amount shall be transferred and deposited by or for TCLLC or TCRP (“Tank Escrow Account”) under the sole control of the Escrow Agent; and Escrow Agent is hereby authorized to make all cash disbursements therefrom by checks drawn by the Escrow Agent sufficient to make all disbursements for progress payments and final payments to any contractor or subcontractor for TCMD, TCLLC or TCRP for work performed that has been inspected and approved by the Authority and approved for payment by Marcin Engineering; if any change orders are approved or cost increases occur which increase the amount of the payments required in excess of the Tank Escrow Amount, TCMD, TCCLC or TCRP shall transfer and deposit to the Tank Escrow Account funds sufficient for the Escrow Agent to make all progress and final payments for the work on the Tank Site and the water main serving the Tank; or, in the alternative, TCMD, TCLLC or TCRP may provide, in lieu of a deposit to the Tank Escrow Account or in addition to a minimum cash deposit of $3,250,000.00, an irrevocable letter of credit (“ILOC”) from a US financial institution with an office or offices in Colorado in an amount equal to the Tank Escrow Amount provided above, or equal to the difference between the Tank Escrow Amount and $3,250,000.00, which authorizes the Escrow Agent as the named beneficiary of the ILOC, in its sole and absolute discretion, authority to draw upon the ILOC in such amounts as are necessary to make all progress and final payments for the work on the Tank Site and the water main serving the Tank; the expiration date for any ILOC so provided shall not be earlier than January 5, 2016; the Escrow Agent is hereby authorized to draw first on the ILOC to make progress payments up to the full amount of the ILOC before disbursing any portion of the cash in the Tank Escrow Account; and {00352651.DOC /} 11 c. the Authority is hereby fully released from any and all obligations it had under the 2012 Tank Agreement to construct the Storage Tank, to issue Tank Project Bonds and to give Notice to Proceed to any contractor or contractors; all other provisions of Section 8.b.i of the 2012 Tank Agreement are hereby deleted in their entirety and shall be of no further force and effect; and d. the Authority shall provide potable water service to the Property, subject to the terms of the decree of the District Court in and for Water Division No. 5, Case No. 97CW306, up to a maximum of 106.3 consumptive acre feet per year, and further subject to the improvements to be constructed, or improvements previously constructed, within the area of the Property physically capable of being served by the Storage Tank (at elevations one-hundred-forty (140) feet below the base of the Storage Tank, or above such elevation upon construction of additional pumping and/or tank storage capacity above such elevation); and e. the Authority shall issue taps for potable water service as described in subparagraph 8.e above upon payment of any applicable fees, compliance with generally applicable engineering/technical requirements for connection to the Authority’s water distribution system and compliance with the conditions for service as set forth in the Authority’s Rules and Regulations; and f. any development within the Property located at an elevation higher than the property that can be served by the Storage Tank will require additional treated water storage to be constructed by someone other than the Authority or Avon at elevations higher than the Storage Tank elevation if such development is to be served by the Authority; and g. the Authority’s commitment to provide potable water service pursuant to the terms of the decree in Case No. 97CW306 up to 106.3 consumptive acre feet per year and to issue taps therefore as set forth in this Section 8 shall inure to the benefit of TCMD; and h. as of the Effective Date of this Tank Agreement, an SFE is equivalent to 714 gallons of treated water storage and if TCMD wants the Authority to provide water service to more than 2,800 SFEs, TCMD will have to provide additional treated water storage; or, if water service is proposed to development located above the service area of the Storage Tank, TCMD shall be required to construct and dedicate an additional water storage tank or tanks to the Authority; however, this provision shall not be construed to imply that the decree in Case No. 97CW306 permits service to approximately 2,800 SFEs, and shall not modify the provisions of subparagraph 8.i set forth below; and i. if any Party wants the Authority to provide service in excess of what is authorized by the decree in Case No. 97CW306, the Party first needs to provide additional water rights and pay all costs incurred by the Authority to adjudicate the necessary water rights to provide the increased level of service; and {00352651.DOC /} 12 j. if TCMD and/or the Developer Affiliates fail to deliver a completed Tank, pipeline and all necessary appurtenances for an operational water storage tank for “Construction Acceptance” and operation by the Authority on or before June 30, 2015, the Authority may either extend the deadline for Construction Acceptance by the Authority if it is satisfied that reasonable progress has been and is being made in correcting any deficiencies that have been identified by the Authority, or, not earlier than December 31, 2015, the Authority reserves the right to reinstate the moratorium until Construction Acceptance of the Tank and all related facilities by the Authority is completed; and k. each Party and Limited Party shall have direct rights to enforce the terms and conditions of this Section 8. 9. Tank Project Financing. The Tank Project Financing shall be accomplished by TCRP, BNP, TCMD, and VMD as follows: a. Pledge; 2013 Bond Reissue. As soon as practicable after the Effective Date, but in any event prior to the Implementation Date, TCRP, BNP, TCMD and VMD shall mutually execute and deposit into the Escrow a pledge agreement in substantially the form attached hereto as Exhibit E and incorporated herein by this reference (the “Pledge Agreement”). The Pledge Agreement shall, in accordance with its terms and conditions, become legally operative and binding on each party thereto only upon formal delivery from the Escrow on the Implementation Date. From and after the Effective Date, TCMD and VMD shall coordinate with BNP to cause the reissue of TCMD’s existing bonded indebtedness on the Implementation Date (the “2013 Bond Reissue”) so as to enable performance of TCMD’s and VMD’s obligations under the Pledge Agreement. Without limiting of the terms of the 2013 Bond Reissue documents or the Pledge Agreement, the terms and conditions of which shall control over any descriptive language herein (which shall not be used to interpret or modify the terms and conditions of the Pledge Agreement in any manner whatsoever): i. The Pledge Agreement sets forth the pledge of TCMD and VMD to pay to TCRP $500,000 to pay the annual debt service on the Tank Project Financing (as defined in the Pledge Agreement, the “Annual Debt Service Obligation”). The Annual Debt Service Obligation shall not include payment of Deferred Reimbursement. The Pledge Agreement shall also incorporate the definition, calculation and repayment obligation of Deferred Reimbursement as defined in Section 5.5(b) of the Development Agreement. ii. The term of the Pledge Agreement (and of the obligation to remit the Annual Debt Service Obligation) shall commence upon completion and construction acceptance of the Tank by the Authority, and shall terminate on the 30th anniversary of such date. {00352651.DOC /} 13 iii. During the term of the Pledge Agreement, the Pledged Revenue (as “Pledged Revenue” is defined in the Pledge Agreement) shall be applied to payment of the Annual Debt Service Obligation on a periodic basis on the terms and conditions set forth in the Pledge Agreement. b. Tank Project Financing. TCRP shall provide sufficient funds to fully fund the Tank Escrow Account as provided for and required by the terms and provision os Section 8 of this Tank Agreement for completion of the Tank Project by June 30, 2015. The Authority shall have no obligation to provide any financing or funding for the Tank Project. c. Avon Actions. In consideration of the undertakings of the other Parties to this Tank Agreement and other benefits to Avon from implementation of the Term Sheet, as of the Effective Date and without the requirement of further action, Avon: (i) waives and releases any claim to revenues of TCMD and VMD required to pay the Annual Debt Service Obligation; (ii) covenants that it will exercise the right of reverter set forth in the Water Instruments upon a triggering event as described in Section 7 above; and (iii) covenants that it will undertake and be responsible for the provision of water service to the Property in the event of a dissolution of the Authority or otherwise upon exercising the right of reverter described in Section 7 above. 10. Other Consideration. a. Immediately upon formal delivery of the Pledge Agreement on the Implementation Date, and without the requirement of any further action, the Authority shall be deemed to have irrevocably released TCMD from any obligation to pay the sum of $20,387.22 due for the remainder of the Authority’s professional fees incurred in adjudicating a plan for augmentation and exchange to allow the Authority to use 10.8 acre-feet of storage in Wolford Mountain and Ruedi Reservoirs acquired from the Traer Creek entities. b. If the amount presently due to the Authority from TCMD pursuant to the Agreement dated November 4, 2002 ($124,728.64 after application of the payment due on September 16, 2012), shall continue to be paid by TCMD in the form of annual payments to the Authority due on September 16th of each year in the amount of $11,880.24, including interest at the rate of 5.45% per annum through September 16, 2028, or until the full amount of this obligation is satisfied in full. The Authority hereby agrees no other professional fees are owed to it by TCMD, VMD or Master Developer and the Authority hereby expressly releases any other such claims for fees through the Effective Date. 11. Conveyance of the Tank Site; Easement Agreement. The Storage Tank shall be financed and constructed by TCRP. None of the other Parties shall have any financial responsibility for the costs of construction or financing of the Tank Project. Upon completion and Construction Acceptance of the Storage Tank by the Authority, the Storage Tank shall be {00352651.DOC /} 14 operated by the Authority on the Tank Site. The Tank Site shall be conveyed to the Authority by TCRP by Special Warranty Deed in substantially the form attached hereto as Exhibit B, free and clear of all monetary liens and other encumbrances (the “Tank Site Deed”) which shall include all areas required for ingress and egress, temporary construction easements, maintenance, repairs or replacement of facilities, retaining walls, slope maintenance and snow storage and otherwise meeting the minimum requirements of the Avon Municipal Code. TCRP states that it has submitted and obtained approval of the Final Plat for the Tank Site from Avon as a minor subdivision and the Final Plat shall be delivered to and recorded by the Escrow Agent upon execution of this Tank Agreement. Accordingly: a. TCRP shall execute and deliver the Tank Site Deed to Stewart Title as Escrow Agent, together with a Request for Partial Release of Deed of Trust executed by Laramie Participations, Inc., the original Promissory Note and the original Deed of Trust recorded June 1, 2009 at Reception No. 200910538; the Request for Partial Release of Deed of Trust shall be submitted immediately to the Public Trustee by the Escrow Agent with the Promissory Note and original Deed of Trust for processing and recording by the Public Trustee; the Tank Site Deed shall be recorded by the Escrow Agent upon Construction Acceptance of the Tank and Tank Site by the Authority. b. TCRP and the Authority shall execute and deliver to the Escrow Agent the Easement Agreement in substantially the form attached hereto as Exhibit F, granting a non-exclusive easement to the Authority for use of the Realigned Access Road to be constructed by TCMD, or TCLLC or TCRP or the Developer Affiliates as described therein for ingress and egress to the Tank Site; the Easement Agreement shall be recorded by the Escrow Agent upon Construction Acceptance of the Tank and Tank Site by the Authority. c. TCRP shall grant to the Authority at no cost to the Authority, such non-exclusive easements as may reasonably be required within the Realigned Access Road and right-of-way or elsewhere on the Property, or which are otherwise specifically described in Exhibit F, to connect the Storage Tank to existing water lines and electric lines at locations anywhere on the Property to be mutually agreed upon by TCRP and the Authority in the Easement Agreement, Exhibit F, including any pumping station and facilities reasonably necessary to the operations of the Storage Tank. 12. Construction and Ownership of Storage Tank. TCRP agrees to commence construction of the Tank Project as soon as possible, but in no event later than November 1, 2013. The Authority reserves to itself all rights to inspect and approve the construction of the Tank Project and to retain experts to monitor the construction of the Storage Tank and water pipeline in accordance with its customary practices and its Rules and Regulations, including, but not limited to Appendix C thereto, for the construction of infrastructure for its regional water distribution system, including the right to reject work which does not meet the requirements of the plans and specification or to require corrections to the Work. TCRP agrees to construct the Storage Tank and the MSE walls on the Tank Site in specific accordance with the Bid-Ready {00352651.DOC /} 15 Plans completed by the Authority, including any modifications to the Bid-Ready Plans that are submitted to and approved by the Authority in advance of construction. TCRP agree that before executing any construction contract for the valve vault and the pipeline to the Tank Site, the plans and specifications for that Work and any other variances from the Bid-Ready Plans shall be presented to the Authority for review and approval or for any modifications to the plans and specifications as requested by the Authority in its sole and absolute discretion. Upon completion of the Tank Project and all required testing, TCRP shall present for Construction Acceptance by the Authority, all of the work and improvements completed on the Tank Site, together with the pipeline and all other appurtenances as required to make the Storage Tank operational, including a two-year warranty from the contractors for such facilities commencing on the date of Construction Acceptance of such facilities by the Authority. The Authority reserves all rights to inspect the Storage Tank, the MSE Walls, the valve vault and the pipeline prior to acceptance, including any requirements for inspection and testing by third parties, and to reject any portions of the Work which fail to meet the requirements of the plans and specifications as finally approved by the Authority. The assignment and conveyance of the improvements to the Tank Site and the pipeline shall include all permits required and obtained from the Colorado Department of Public Health and the Environment, the U.S. Army Corps of Engineers for the Tank Site and the Town of Avon. Once these facilities have been accepted, the Authority shall own the Storage Tank and all capacity therein for treated water storage and shall provide all operation and maintenance services for the Storage Tank and the Tank Site at its sole cost and expense. The Parties acknowledge that the Tank Project anticipates and has been designed to accommodate and connect to future water storage tank(s) to be located uphill from the Storage Tank. The Authority shall have absolutely no responsibility for the design, construction, financing, oversight or approval of the construction of the Realigned Access Road as now proposed by TCRP, except as that design and construction may impact the location of the permanent easement required to be granted to the Authority for the installation, construction, maintenance, repair and replacement of the water main serving the Tank and as that water main may be installed. 13. Effect of Prior Agreements; No Cross-Defaults. Except to the extent that Section 2(b) and Section 5 of the Service Agreement are amended and/or superseded by the express terms of this Tank Agreement, the Service Agreement and any other agreement referenced in this Tank Agreement (not including the 2012 Tank Agreement) that was executed prior to the Effective Date (“Prior Agreement(s)”) shall continue in effect in accordance with such agreements’ terms, and the parties thereto shall maintain all of their rights, duties and obligations set forth therein. Notwithstanding the foregoing, and notwithstanding anything to the contrary in any Prior Agreement, no default under this Tank Agreement shall be construed to be a default under any Prior Agreement and no default under any Prior Agreement shall be construed to be a default under this Tank Agreement. The 2012 Tank Agreement shall become null and void immediately upon the Effective Date of this Tank Agreement and any rights or obligations of the Parties created by the 2012 Tank Agreement shall immediately and irrevocably terminate and extinguish, and the Parties agree that such termination and extinguishment shall take effect on the Effective Date of this Tank Agreement and shall survive and continue in effect against and for the benefit of all Parties hereto even if the Implementation Date does not occur. 14. Default; Remedies; Rights of Limited Parties and Intended Beneficiaries. {00352651.DOC /} 16 a. Default of a Party. A default by a Party is a failure by such Party to fully perform any of its duties and obligations set forth in this Tank Agreement. b. Default of either Limited Party. The obligations of BNP and VMD under this Tank Agreement are expressly limited to those set forth in Section 9.a above, and BNP and VMD shall have no liability arising pursuant to this Tank Agreement to any Party or any Intended Beneficiary except to the extent of BNP’s or VMD’s failure to fully perform their respective duties and obligations as expressly set forth in Section 9.a above. c. Cure Period. Default will not occur until a non-defaulting Party provides the defaulting Party thirty (30) days written notice describing the default, and the defaulting Party is given the opportunity during such time to cure the default. d. Remedies. i. Parties and Limited Parties. Upon the occurrence and continuance of an uncured default, any non-defaulting Party and/or any non-defaulting Limited Party shall, except to the extent limited by an express provision of this Tank Agreement, be entitled to enforce the provisions and any remedy provided in this Tank Agreement at law or in equity, and relief in the nature of injunctive relief, mandamus, specific performance (if allowed by law against any local government that is a Party or Limited Party) or damages or a combination thereof may be awarded. The remedies available shall include, but not be limited to, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions and actions for specific performance (if allowed by law against any local government that is a Party or Limited Party) of the defaulting Party’s or Limited Party’s obligations and/or damages. All of the remedies permitted or available under this Tank Agreement, at law, by statute or in equity shall be cumulative and not in the alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Additionally, in consideration of this Tank Agreement constituting an intergovernmental agreement by and among Avon, the Authority, TCMD and VMD, each such governmental or quasi-governmental entity expressly affirms its intent that the obligations of each such governmental or quasi-governmental entity are to be enforced in accordance with their terms. ii. Intended Beneficiaries. 1. The Developer Affiliates shall have the right to enforce the Authority’s obligations pursuant to Section 8, together with the right to enforce any right of Master Developer and pursue any {00352651.DOC /} 17 remedy available to Master Developer in the event of a default by another of the Parties. 2. Except with respect to those expressly stated rights the Intended Beneficiaries have under this Tank Agreement, no Developer Affiliate is subject to any obligation nor has it acquired any enforcement right or remedy arising solely under this Tank Agreement. 15. Assignment. Any Party or Limited Party may assign its rights, duties and obligations under this Tank Agreement upon the prior written consent of the other Parties and the Limited Parties, such consent not to be unreasonably withheld, conditioned or delayed. In addition, the assignor shall provide the other Parties and Limited Parties with copies of all relevant documentation of such assignment. 16. No Waiver; Governmental Immunity; Annual Appropriation. Any Party’s or Limited Party’s waiver of, or failure to pursue any available remedy for, a breach of any term or provision of this Tank Agreement shall not operate or be construed as a waiver of any subsequent breach by any Party or Limited Party. Additionally, and notwithstanding any provision of this Tank Agreement to the contrary, no term or condition of this Tank Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protection provided to TCMD, VMD, the Authority and Avon under the Colorado Governmental Immunity Act, §§ 24-10-101 et seq., C.R.S. The obligations of the Authority and Avon hereunder are subject to the annual appropriation of funds necessary for the performance thereof, which appropriations shall be made in the sole discretion of the Authority’s Board of Directors or the Avon Town Council as applicable. 17. Amendment; Modification. This Tank Agreement may be modified only by the signed, written agreement of the Parties or their respective agents, successors and assigns. The prior written consent of the Limited Parties shall not be required except to the extent the proposed modification directly and expressly affects a right or obligation of the Limited Parties, and such consent shall not be unreasonably withheld, conditioned or delayed. Additionally, the Parties and the Limited Parties acknowledge that the TCMD Bond Reissue documentation is anticipated to preclude TCMD and/or VMD from entering into any modification of this Tank Agreement without the prior written consent of BNP, which consent BNP shall not unreasonably withhold, condition or delay. 18. Further Cooperation. The Parties and Limited Parties shall reasonably cooperate with one another to effectuate the intent of the Parties and Limited Parties as described herein, including without limitation, executing any and all further instruments and documents, and doing and performing such further and additional acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Tank Agreement. 19. Proper Authority. The Parties and the Limited Parties represent and warrant that they have full right and capacity to enter into this Tank Agreement and have taken any and all actions required and have any and all necessary approvals to enter into this Tank Agreement. {00352651.DOC /} 18 20. Attorneys’ Fees. The prevailing Party or Limited Party in any action concerning the enforcement or interpretation of this Tank Agreement shall be awarded, in addition to any damages or other form of relief awarded, all reasonable costs incurred in connection therewith, including attorneys’ fees and costs through all appeals. 21. Governing Law. This Tank Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Any action brought to enforce this Tank Agreement or arising out of this Tank Agreement shall be brought in the State of Colorado, Eagle County District Court, as the exclusive venue and forum. 22. Severability. If any term, provision, covenant or condition of this Tank Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Tank Agreement shall, unless amended or modified as provided in Section 17 above, continue in full force and effect so long as enforcement of the remaining provisions would not deprive the Party(ies) or Limited Parties against whom they are being enforced of a material benefit of the bargain under this Tank Agreement or otherwise be inequitable to such Party or Limited Party under the facts and circumstances then pertaining. 23. Entire Agreement. From and after the Implementation Date, this Tank Agreement shall be construed to constitute the entire agreement between the Parties and Limited Parties with respect to the matters set forth herein and to supersede all previous oral or written communications, representations, understandings, undertakings, or agreements between the Parties and Limited Parties, except as otherwise stated herein, specifically including Section 3 of the Term Sheet except as it pertains to the 1041 Permit. 24. Counterpart Execution. This Tank Agreement may be signed in multiple counterparts, with facsimile signatures permitted, and each counterpart when taken with the other executed counterpart shall constitute a binding agreement among the Parties and the Limited Parties as of the Effective Date (with respect to those provisions that are effective as of the Effective Date) or as of the Implementation Date (with respect to those provisions that are effective only upon occurrence of the Implementation Date). 25. Notices. All approvals, consents, notices, objections, and other communications (a “Notice” and, collectively, “Notices”) under this Tank Agreement shall be in writing and shall be deemed properly given and received when personally delivered, or sent by overnight courier, or by email (pdf), or by registered or certified United States mail, postage prepaid, addressed to the respective Parties, Limited Parties or Intended Beneficiaries at their respective addresses as set forth below. Notices shall be deemed effective: (i) if personally delivered, when actually given and received; or (ii) if by overnight courier service, on the next business day following deposit with such courier service; or (iii) if by email (pdf), on the same day if sent before 5:00 P.M. Mountain Time, or on the next business day if sent after 5:00 P.M. Mountain Time; or (iv) if by registered or certified United States mail, postage prepaid, three (3) business days after mailed. All Notices shall be addressed as follows (or to such other address as may be subsequently specified by Notice given in accordance herewith): {00352651.DOC /} 19 To the Authority: Upper Eagle Regional Water Authority 846 Forest Road Vail, CO 81657 Attention: General Manager Telephone: (970) 477-5444 Email: lbrooks@erwsd.org With a required copy to: Collins, Cockrel & Cole, P.C. 390 Union Boulevard, Suite 400 Denver, Colorado 80228-1556 Attn: Jim Collins Telephone: (303) 986-1551 Email: jcollins@cccfirm.com To Avon: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Manager Telephone: (970) 748-4452 Email: vegger@avon.org With a required copy to: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attn: Town Attorney To TCMD: Traer Creek Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: {00352651.DOC /} 20 McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com To Master Developer: Traer Creek LLC P.O. Box 9429 0101 Fawcett Road, Suite 210 Avon, CO 81620 Attn: Marcus Lindholm, Manager Telephone: (970) 949-6776 Email: marcuslindholm@traercreek.com With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com To Traer Creek-RP LLC: c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com To the Limited Parties: The Village Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 {00352651.DOC /} 21 Email: ljacoby@sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com BNP Paribas Value Preservation Group 787 Seventh Avenue, 9th Floor New York, NY 10019 Attn: Barbara Eppolito Telephone: (212) 841-3607 Email: Barbara.eppolito@bnpparibas.com With a required copy to: Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203-4532 Attn: Brandee Caswell Telephone: (303) 607-3826 Email: Brandee.caswell@faegrebd.com To the Intended Beneficiaries: Developer Affiliates c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] 26. Escrow; Escrow Instructions. As quickly as is practicable after the Parties’ and Limited Parties’ mutual approval and execution of this Tank Agreement, each Party and the Limited Parties will deposit a signed original of such documents as each is required to deposit in the Escrow subject to the Escrow Instructions. 27. Rights Upon Occurrence of Outside Date. If the Outside Date occurs without the Implementation Date having occurred, this Tank Agreement shall be deemed void ab initio and of no further force or effect; provided, however, to the extent the failure of the Implementation Date to occur results from a failure of a Party or Limited Party to perform (whether by action or inaction) an obligation of such Party or Limited Parties that arose under this Tank Agreement as of the Effective Date, the other Parties, Limited Parties and any applicable Intended Beneficiary may pursue all of their respective remedies under this Tank Agreement with respect to such {00352651.DOC /} 22 breach, which remedial rights the Parties and the Limited Parties expressly intend to survive and be legally enforceable notwithstanding this Tank Agreement being otherwise deemed inoperative under the circumstance described above. 28. Successors and Assigns. This Tank Agreement shall be binding upon the Parties, the Limited Parties and upon their heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and by the Limited Party as of the Effective Date. [Separate Signature Pages Follow ] THE AUTHORITY: THE UPPER EAGLE REGIONAL WATER AUTHORITY, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Title: {00352651.DOC /} 23 AVON: THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado By: Name: Title: {00352651.DOC /} 24 TCMD: TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President Attest: Secretary {00352651.DOC /} 25 MASTER DEVELOPER: TRAER CREEK LLC, a Colorado limited liability company By: Name: _________ Lindholm Title: Manager {00352651.DOC /} 26 TCRP: TRAER CREEK-RP LLC, a Colorado limited liability company By: TRAER CREEK LLC, a Colorado limited liability company, its Manager By: Name: ___________ Lindholm Title: Manager {00352651.DOC /} 27 VMD: THE VILLAGE METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President Attest: ____________________________________ Secretary {00352651.DOC /} 28 BNP: BNP PARIBAS, a financial institution organized under the laws of the Republic of France By: _________________________ Name: _______________________ Title: ________________________ By: _________________________ Name: _______________________ Title: ________________________ {00352651.DOC /}1007365.7 Exhibit A Legal Description of the Property [Source: Exhibit A to Service Agreement, May 15, 1997] {00352651.DOC /}1007365.7 {00352651.DOC /}1007365.7 {00352651.DOC /}1007365.7 {00352651.DOC /}1007365.7 Exhibit B Special Warranty Deed to the Tank Site {00352651.DOC /}1007365.7 {00352651.DOC /}1007365.7 {00352651.DOC /}1007365.7 Exhibit C Design Costs Agreement {00352651.DOC /}1007365.7 {00352651.DOC /}1007365.7 D-1 Exhibit D-1 Special Warranty Deed TCMD to Avon {00352651.DOC /}1007365.7 D-2 {00352651.DOC /}1007365.7 D-3 {00352651.DOC /}1007365.7 D-4 {00352651.DOC /}1007365.7 D-5 {00352651.DOC /}1007365.7 D-6 {00352651.DOC /}1007365.7 D-7 {00352651.DOC /}1007365.7 D-8 {00352651.DOC /}1007365.7 D-9 Exhibit D-2 Special Warranty Deed Avon to Authority {00352651.DOC /}1007365.7 D-10 {00352651.DOC /}1007365.7 D-11 {00352651.DOC /}1007365.7 D-12 {00352651.DOC /}1007365.7 D-13 {00352651.DOC /}1007365.7 D-14 {00352651.DOC /}1007365.7 D-15 {00352651.DOC /}1007365.7 D-16 {00352651.DOC /} F-1 Exhibit E Pledge Agreement {00352651.DOC /} F-2 Exhibit F Easement Agreement {00352850.DOCX /}/} 1 AMENDED AND RESTATED TRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT THIS AMENDED AND RESTATED TRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT (“Tank Agreement”) is made and entered into as of this ____ day of __________, 201__ (“Effective Date”), by and among the following entities (collectively, the “Parties”): the UPPER EAGLE REGIONAL WATER AUTHORITY, a political subdivision of the State of Colorado (the “Authority”); the TOWN OF AVON, a home rule municipal corporation of the State of Colorado (“Avon”); the TRAER CREEK METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (“TCMD”); TRAER CREEK LLC, a Colorado limited liability company (“TCLLC”); TRAER CREEK-RP LLC, a Colorado limited liability company (“TCRP”); and only for those limited purposes expressly set forth below, BNP PARIBAS, a financial institution organized under the laws of the Republic of France (“BNP”) and The Village Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado (“VMD”) (together, BNP and VMD may be referred to as a “Limited Party” or the “Limited Parties”). RECITALS This Tank Agreement is made with respect to the following facts: WHEREAS, Avon, TCMD, Master Developer (defined below) and other entities were parties to that certain litigation (consolidated civil action Case No. 2008CV385, Eagle County District Court), and have entered into that certain Settlement Term Sheet dated October 7, 2011 (the “Term Sheet”), to resolve various disputes at issue in the litigation; and WHEREAS, Section 3 of the Term Sheet includes provisions regarding financing and constructing the Tank Project (defined below) within The Village (at Avon) real estate development (the “Property”), the legal description of which is attached hereto as Exhibit A; and WHEREAS, except for certain smaller parcels owned by third parties (as such interests appear of record as of the Effective Date), fee ownership of the bulk of the Property is held by TCRP, EMD Limited Liability Company (“EMD”), Traer Creek Plaza LLC, Traer Creek-HD LLC and Traer Creek-WM LLC (collectively, together with any other entity with respect to {00352850.DOCX /}/} 2 which TCLLC is the managing member and which acquires title to any portion of the Property after the Effective Date, the “Developer Affiliates”); and WHEREAS, for ease of administration and in recognition of the fact that ownership of the Property has and will continue to become diverse as further development occurs, the Developer Affiliates have designated TCLLC to act on its and their behalf for all purposes in connection with this Tank Agreement, including but not limited to negotiation and execution of this Tank Agreement and any future amendments hereto (in such capacity, TCLLC being “Master Developer”); and WHEREAS, TCRP is the fee owner of the bulk of the undeveloped portion of the Property, including that portion of the Property legally described as Tract J, THE VILLAGE (at AVON) FILING 4 according to the plat recorded December ___, 2012,______________, 201__, at Reception No. _____, COUNTY OF EAGLE, STATE OF COLORADO (the “Tank Site”) upon which the Tank Project is to be constructed and operated; and WHEREAS, the Parties previously executed the Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service Agreement, with an effective date of December 26, 2012 (the “2012 Tank Agreement”); WHEREAS, due to certain regulatory changes and changed circumstances, the plans and specifications previously completed to date by the Developer Affiliates and TCMD (the “2005 Plans”) require certain updates and modifications in order to be readywere updated and modified by the Authority (the “Bid-Ready Plans”) for bidding and construction by the Authority; and WHEREAS, TCMD has agreed to contributecontributed the total sum of $ 211,585.00 to the Authority toward the costs of updating the 2005 Plans to bethat have been completed by the Authority in accordance with the terms and conditions of thisthe 2012 Tank Agreement (as updated, the “Bid-Ready Plans”);; and WHEREAS, the Bid-Ready Plans willprepared for the Authority incorporate all design, engineering and construction drawing criteria required to bid and construct the following improvements as depicted, described and/or specified in the Bid-Ready Plans (collectively, the “Tank Project”): • a 2.0 million gallon treated water storage tank, together with related site grading, retaining walls and similar site improvements (collectively, the “Storage Tank”); and • a year-round all-weather road between the Storage Tank site and the nearest dedicated public road which shall provide year-round all-weather access to the Storage Tank site, portions of which arewere intended to provide general public access after it is dedicated to Avon and portions of which are intended to be restricted from general public use (the “Access Road”); and {00352850.DOCX /}/} 3 • those water lines, electric lines and other utilities required to be installed and connected to provide service to the Tank Site and to connect the Storage Tank to existing water lines, electrical lines and related utilities. WHEREAS, the Authority has agreed to undertakeundertook and performperformed the following services in accordance with the terms and conditions of thisthe 2012 Tank Agreement: • coordinatingcoordinated preparation of the Bid-Ready Plans; and • securing all made application for required permitting from the Colorado Department of Public Health and Environment and the U.S. Army Corps of Engineers for construction of the Tank Project in accordance with the Bid-Ready Plans; and • contractingcompleted a public bidding process for construction of the Tank Project in accordance with the Bid-Ready Plans; and • completed required preparations through its bond counsel, including the negotiation and completion of the Pledge Agreement, for financing the construction of the Tank Project in the name of and under the Authority’s credit through the sale of its Tank Project Bonds (as defined in Section 9.b below); and. • providing construction management services for the Tank Project; and • making the Storage Tank an operational facility; and • all ongoing operations and maintenance of the Storage Tank and that portion of the Access Road which is within or provides the Authority with private access to the Tank Site and which is not intended to be or has not been dedicated to and accepted by Avon. WHEREAS, the Authority was unable to award construction contracts for the Tank Project because sufficient funding would not have been available to the Authority from the $500,000 annual Pledge Amount provided for in the 2012 Tank Agreement; efforts by the Authority, TCMD, TCLLC and TCRP to reduce the costs were not sufficient to close the funding gap that existed and the Authority’s Board of Directors has now authorized the issuance of a notice of rejection of all Bids received, termination of all preparations for the Authority to issue bonds to finance the Tank Project, and close-out of all contracts and release of all contractors and consultants previously utilized by the Authority for the Engineering & Design Work for the Tank Project; and WHEREAS, TCRP has requested that all responsibility for completion of the Tank Project be transferred to it, including finalization of the plans and specifications to construct an alternative Access Road as designed at its request by Marcin Engineering and making such modifications to the facilities to be constructed on the Tank Site as necessary to accommodate the “Realigned Access Road;” funding and /or financing all of the construction costs without any {00352850.DOCX /}/} 4 contributions from the other Parties; obtaining all necessary permits for construction of the Tank Project; and contracting for completion of the construction of the Tank Project with contractors that TCRP determines are capable of completing the Tank Project by June 30, 2015, subject to approval by the Authority of all final plans and specifications for the Tank Project, specifically including any and all modifications to the Bid-Ready Plans completed by the Authority, inspection and testing of the facilities constructed as determined to be necessary by the Authority, and Final Acceptance of the Tank and improvements on the Tank Site, together with the water main and related utilities and appurtenances necessary to make the Tank operational and functional within the Authority’s regional water distribution system, all in accordance with the Requirements for Final Acceptance set forth in Chapter 10, Appendix C of the Authority’s Rules and Regulations; and WHEREAS, certain of the Parties, or their predecessors in interest, and the Eagle-Vail Metropolitan District (“EVMD”) entered into a Water Service Agreement, dated May 15, 1997, as amended by First Amendment to Water Service and Tap Fee Allocation Agreement dated June 22, 1999, (collectively, as so amended, the “Service Agreement”), in which Section 5, titled Construction of Water Service Facilities, provided for construction of a water storage tank by TCMD or a predecessor of Master Developer; and WHEREAS, the Parties intend this Tank Agreement to amend Section 2 of the Service Agreement as it provides for the Lease of Water Rights and to amend Section 5 of the Service Agreement as it provides for construction of the Storage Tank; and WHEREAS, TCRP has agreed to provide Tank Project Financing (as now provided in “Tank Project Financing” is defined in the ServiceConsolidated, Amended and Restated Annexation and Development Agreement, for the Village (at Avon is the successor in interest to )) dated October 22, 2013 (the rights, obligations, agreements and benefits of EVMD and, therefore, in accordance with Section 13(c) of the Service“Development Agreement Avon is fully authorized to approve and execute the amendments to the Service Agreement effected by this Tank Agreement such that the approval or consent of EVMD is not required; and WHEREAS,”) and TCMD has agreed to pledge and assign certain of its revenues to support the TCMD Bond ResissueTank Project Financing and the Pledge Agreement (as such terms are defined in Section 9.a below); and WHEREAS, VMD has agreed to pledge and assign certain of its revenues to support the TCMD Bond ReissueTank Project Financing and the Pledge Agreement (as such terms are defined in Section 9.a below), and is executing this Tank Agreement for the sole and limited purpose of setting forth its obligations, which are limited to those expressly set forth in Section 9.a of this Tank Agreement, and its rights and remedies, which are limited to those expressly set forth in Sections 8, 9, 10.b and 14 of this Tank Agreement; and WHEREAS, as now provided in the Service Agreement, Avon is the successor in interest to the rights, obligations, agreements and benefits of EVMD and, therefore, in accordance with Section 13(c) of the Service Agreement, Avon is fully authorized to approve {00352850.DOCX /}/} 5 and execute the amendments to the Service Agreement effected by the Tank Agreement such that the approval or consent of EVMD is not required; and WHEREAS, as between the Authority, Avon, TCMD and VMD, this Tank Agreement constitutes an intergovernmental agreement pursuant to C.R.S. §§ 29-1-204 and 29-20-105 and Article XIV, Section 18(2) of the Colorado Constitution and each such governmental or quasi- governmental entity is specifically entitled to seek and be awarded the remedy of specific performance (if allowed by law against any local government that is a Party) of each such governmental or quasi-governmental entity’s obligations arising under this Tank Agreement; and WHEREAS, the Developer Affiliates have undertaken and will undertake certain obligations and certain investments in reliance on the Authority’s commitment to provide water service to and issue taps for development of the Property; and WHEREAS, BNP as a Limited Party has executed this Tank Agreement to affirm BNP’s approval of and consent to TCMD and VMD undertaking and performing their respective obligations as described in Section 9.a of this Tank Agreement regarding the TCMD Bond Reissue and as set forth in the Pledge Agreement and its consent to the Pledge Agreement in the form attached as Exhibit E hereto; and WHEREAS, the Developer Affiliates (the “Intended Beneficiaries”) are intended to be express third-party beneficiaries of the Authority’s and Avon’s obligations under this Tank Agreement with rights of direct enforcement of such obligations as more particularly set forth in Section 14 of this Tank Agreement; and WHEREAS, implementation of the settlement contemplated in the Term Sheet will require the satisfaction of various mutually dependantdependent conditions, including but not limited to closing of the TCMD2013 Bond Reissue, such that all documents and instruments required to be formally delivered and/or recorded to implement the Term Sheet (except for this Tank Agreement) will be deposited, pursuant to a master escrow agreement (“(the “Escrow Agreement”), into escrow (the “Escrow”) with Stewart Title as escrow agent (the “Escrow Agent”) prior to closing of the TCMD2013 Bond Reissue; and WHEREAS, the Escrow Agreement shall generally provide for the deposit of all documents and instruments required to implement the settlement subject to instructions for formal delivery and/or recording on the date when closing of the TCMD2013 Bond Reissue occurs (such date being the “Implementation Date”), or return of all such documents and instruments without formal delivery or recording, such documents and instruments to be void ab initio and of no legal effect if the TCMD2013 Bond Reissue has not occurred by a date certain to be specified in the Escrow Agreement (the “Outside Date”); and WHEREAS, certain of the Parties’ obligations are to be performed prior to the Implementation Date and other of the Parties’ obligations are to be performed after the Implementation Date such that certain provisions of this Tank Agreement are intended to beshall become legally effective and binding on the Parties as of the with regard to terminating and extinguishing the rights and obligations of the Parties set forth in the 2012 Tank Agreement upon {00352850.DOCX /}/} 6 the Effective Date while other provisions of this Tank Agreement are intended to be legally effective and binding on the Parties only upon the occurrence of the Implementation Dateas stated in Section 13 below. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties agree that this Tank Agreement shall replace and supersede the 2012 Tank Agreement in its entirety and that no Party thereto shall have any further rights or obligations as set forth in the 2012 Tank Agreement, and the Parties hereby agree to the terms of this Tank Agreement as follows: AGREEMENT TERMS 1. Settlement Term Sheet; Effective Date; Implementation Date. The terms and provisions of this Tank Agreement are intended to implement, and as of the Implementation Date shall be deemed to have implemented, the terms of Section 3 of the Term Sheet. Certain rights, obligations, waivers and releases of the Parties to this Tank Agreement are described as arising with reference to the Effective Date and/or by their terms are necessarily to be performed prior to the Implementation Date in order to enable the Implementation Date to occur. Such matters attach, are operative and are legally binding on the Parties as of the Effective Date. Certain rights, obligations, waivers and releases of the Parties to this Tank Agreement are described as arising with reference to the Implementation Date and/or by their terms are necessarily capable of being performed only from and after the Implementation Date. Such matters shall be deemed to have attached, become operative and legally binding on the Parties only upon the occurrence of, and shall be of no force or effect prior to, the Implementation Date. Accordingly, this Tank Agreement shall not be required to be deposited into the Escrow, although the executed Pledge Agreement shall be required to be deposited into the Escrow as provided in Section 9.a below. 2. Service Agreement. From and after the Implementation Date, the terms and provisions of this Tank Agreement amend the following terms of the Service Agreement: a. Section 2(b) as the terms of Section 2(b) apply to the ownership of the water rights to be used to service the Property; and b. Section 5 as it provides for construction of the Storage Tank. 3. Bid-Ready Plans. a. Prior to the Effective Date, TCMD and the Authority executed and delivered the Agreement for Payment of Costs of Water Storage Tank Design, dated March 2, 2012, attached as Exhibit C hereto and incorporated herein by this reference to the 2012 Tank Agreement (the “Design Costs Agreement”).”), together with three (3) Addendums thereto effective on December 20, 2012, January 31, 2013 and March 2, 2013. Pursuant to the Design Costs Agreement and the Addendums thereto and subject to the terms and conditions thereof, TCMD has transferred to the Authority the total sum of $66211,585.00. The Using such funds, the Authority shall have the obligation {00352850.DOCX /}/} 7 to contractcontracted for and causecaused completion of the Bid- Ready Plans, and. As of July 10, 2013, the Authority shall be responsible for payment of any costs thereof that exceed $66,585.00 at such time as this Tank Agreement is fully executed and delivered to the Authority. To had expended all of the extent such expenses can be incorporated into the Tank Project Bonds without exceeding the Annual Debt Service Pledge Amount (as defined in Section 9.a.i below) the Authority shall first be entitledfunds provided by TCMD in the amount of $196,585.00 in accordance with the terms of the Design Costs Agreement, as amended. b. Pursuant to the terms of the First Addendum, TCMD provided $15,000.00 “to pay costs incurred by the Authority for the engineering of a mechanically stabilized earth retention wall using soil nail techniques (“Additional Improvements”) at the site on which the Storage Tank will be constructed (“Additional Engineering & Design Work”).” This Work was completed by the Authority at a cost of $4,294.00 which has been expended by the Authority from the Restricted Account for the purposes described above. The Authority shall retain the remaining $10,706.00 which it holds in this Restricted Account to pay a portion of the remaining unpaid expenses for the Engineering and Design Work as incurred by the Authority in the amount of $36,831.22. c. Authority hereby waives all rights, if any, it had under the 2012 Tank Agreement to reimbursement for its costs incurred in obtaining completion of the Bid- Ready Plans pursuant to Section 9.b below. Thereafter, to the extent such expenses can be incorporated into the Tank Project Bonds without exceeding the Annual Debt Service Pledge Amount (as defined in Section 9.a.i below), TCMD shall be entitled. a.d. TCMD hereby waives all rights it had, if any, under the 2012 Tank Agreement to reimbursement for its expenses up, specifically including, but limited to $66the $215,585.00 incurred in obtainingit advanced for completion of the Bid-Ready Plans pursuant to Section 9.b below. . b. As soon as practicable after the Effective Date, the Authority shall secure completion of the Bid-Ready Plans by causing updates to the 2005 Plans to be completed, In consideration of and shall cause deliveryin complete satisfaction of such completed Bid-Ready Plans to BNP,the funds so advanced by TCMD and Master Developer. c.e. Upon the earlier to occur of commencement of construction of the Tank Project or the date on which closing of the Tank Project Bonds occurs, Master Developer and TCMD , the Authority shall assign to the AuthorityTCMD or its designee, without any representationrepresentations or warranty, all of theirits right, title and interest in and to the Bid-Ready Plans and any and all work product resulting therefrom. TCMD agrees to re-assign the Bid-Ready {00352850.DOCX /}/} 8 Plans to the Authority on January 2, 2016 on the same basis if the Tank Project has not been completed or if for any reason Construction Acceptance of the Tank by the Authority has not occurred by such date as hereinafter provided. 4. Obligation to Prepare Construction Cost Estimates and to Bid the Tank Project; Contract Award. After completion and delivery of the Bid-Ready Plans as provided in Section 3 above, which shall include construction cost estimatesAll Parties hereto acknowledge and agree that the Authority fully satisfied its obligations under the 2012 Tank Agreement to obtain a Construction Cost Estimate for the Tank Project based on the Bid-Ready Plans, which the Authority may thereafter, in its solecompleted. All Parties further agree and absolute discretion, solicit bids onacknowledge that the Tank Project. The Authority shall follow, following its normal bidding practices or may utilize an “integrated project delivery” (Design/Build) process for all or portions of the Tank Project as is customary for the Authority. Prior to awarding any contracts with respect to the Tank Project, the Implementation Date shall have occurred and the Authority shall provide to TCMD, BNP and Master Developer at least ten (10) business days to review and comment upon all bid proposals. The Authority shall be solely responsible for contracting for the construction of the Tank Project and shall not be required to secure the approval of any other Party of the bid or the contract(s), solicited bids from pre-qualified contractors for the Tank Project. TCMD, BNP and Master Developer shall determine to their satisfaction and then confirm in writing to the Authority that the Tank Project Bonds can be serviced without exceeding the $500,000 per year maximum Annual Debt Service Pledge Amount (as definedMay 2013 and provided TCMD, BNP and the Master Developer the opportunity to review and comment on the bids received in Section 9.a.i below). In furtherance of Section 9.b, the Authority shall provide written notice to BNP and TCMDJune 2013 as provided in the 2012 Tank Agreement. All Parties further agree and acknowledge that it is satisfiedhas not been, nor can it be confirmed that the Authority’s Tank Project Bonds canto be issued to pay the costs of construction could be serviced without exceeding the $500,000 per year maximum Annual Debt Service Pledge Amount (as defined in Section 9.a.i below) as, a condition precedent to the Implementation Date and the release of the Pledge Agreement from Escrow. In making the foregoing determination, all “Mandatory Costs” (as defined in Section 9.b below) shall be incorporated, together with such “Discretionary Costs” (as defined in Section 9.b below), if any, determined pursuant to Sections 3 and 9.b to be desirable and capable of being financed through the Tank Project Bonds. 5. Tank Site, Access Road, Permits and Landscaping. FromAll Parties agree and after the Effective Date,acknowledge that the Authority shall be solely responsiblemade application for securing allthe permits for the construction of the Tank Project, except any 1041 Permit Avon chooses to require or to issue, including any permit required byfrom the Colorado Department of Public Health and Environment (including without limitation any and all stormwater discharge permits), and shall have access to any information previously provided to permitting authorities by TCMD or Master Developer. The Authority shall not be required to include a 1041 Permit in the scope of work for any contract for any Engineering & Design Work for the Tank Projectand the U.S. Army Corps of Engineers for the construction of the Tank Project, which applications shall either be withdrawn or assigned by the Authority to TCMD, TCLLC or TCRP. No new or additional studies shall be required by Avon for the Tank Project. {00352850.DOCX /}/} 9 Avon also shall waive all fees, including review fees, for any and all permits it may require for the Tank Project. Avon shall permit the AuthorityTCRP to construct the Tank Project on the Tank Site and shall not require a subdivision improvement agreement with respect to the Tank Project. Avon shall not require the posting of any collateral, bond or other form of assurance of completion with respect to the Tank Project, other than this Tank Agreement. Avon’s waiver of financial security for the Tank Project shall not extend or apply to any future water storage tank project which is pursued if this Tank Agreement expires or is terminated without completion of the Storage Tank, nor shall such waiver apply to any additional tanks that may be required to serve higher elevations of the Property. If portions of the Realigned Access Road are improved as a public road, such portions shall be dedicated to Avon and accepted by Avon for maintenance immediately following completion of the same to Avon’s standards for dedication of a public street then in effect, but neither the Authority nor Avon shall have any responsibility to improve the Access Road to such standards. The Authority shall have no further responsibility for the physical condition of the Realigned Access Road after two (2) years from the date the Authority accepts the Tank Project after the completion of construction. Pending dedication to and acceptance by Avon of the Realigned Access Road, the owner or owners of the property upon which the Realigned Access Road is constructed shall be responsible for maintenance of the Realigned Access Road so long as it remains closed to use by the general public; such maintenance shall not include snow removal, but must be sufficient to permit continued access to the Storage Tank by the Authority for operation and maintenance of the Storage Tank. Any Party who uses the Realigned Access Road at a time when snow is present shall be responsible to plow the snow as necessary to permit ingress and egress so long as the Realigned Access Road remains closed to use by the general public. The AuthorityTCRP shall be solely responsible for approving all progress payments and disbursements to the contractor or contractors for the Tank Project. Any inspections of construction by Avon shall be in its discretion and at its sole cost and expense. The landscaping requirements set forth in the Bid-Ready Plans supersede all previously adopted landscaping requirements and the AuthorityTCRP shall only be responsible to perform and install those landscaping improvements set forth in the Bid-Ready Plans, to warrant the same until expiration of two complete growing seasons, and to thereafter maintain all such landscaping improvements that are installed within the Tank Site. Master Developer shall, to the extent required by applicable requirements of The Village (at Avon) Design Review Board, be responsible to obtain such board’s approval of the landscape requirements set forth in the Bid-Ready Plans. Any additional landscaping that a Party desires within the Tank Site shall be allowed at the sole expense of such Party, subject to the Authority’s reasonable determination that such additional landscaping improvements will not impair or interfere with the Authority’s operation and maintenance of the Storage Tank, and further subject to review and approval by The Village (at Avon) Design Review Board. 6. Wetlands Mitigation. The AuthorityTCRP shall be solely responsible for obtaining and maintaining any wetland permits required in order to complete the Tank Project, including the Access Road. If the Bid-Ready Plans include the switchback design of the Access Road to the Storage Tank which affords the opportunity for wetlands mitigation unrelated to the Tank Project that may be completed by Master Developer or TCMD, the actual wetlands mitigation vegetation replanting for such wetlands mitigation unrelated to the Tank Project shall not be required of the Authority and shall not be part of the Authority’s permit obligations or construction contract or included in the construction costs to be financed by the Tank Project {00352850.DOCX /}/} 10 Bonds. The Authority shall have no responsibility for permits or wetlands mitigation requirements for the Property which are unrelated to the Tank Project and not incorporated in the Bid-Ready Plans.Realigned Access Road. 7. Conveyance of Water Rights. Section 2(b) of the Service Agreement provided for the lease by Master Developer’s predecessor to Avon for sublease without cost to the Authority certain water rights sufficient to replace the consumptive use associated with the development of the Property as ultimately decreed by the Water Court. By the terms of a Water Lease, dated November 4, 2002, certain TCMD water rights (Exhibit 2 thereto), certain historic consumptive use credits dedicated to the plan for augmentation approved in Case No. 97CW306 (Exhibit 3 thereto), and 10.8 acre-feet of Wolford Mountain Reservoir contract water were leased by TCMD to Avon. By the terms of a Water Sublease, dated November 4, 2002, Avon subleased the same water rights to the Authority. In consideration of the undertakings of the Authority pursuant to this Tank Agreement, on the Effective Date the following instruments have been or shall be executed for depositand deposited to the Escrow: a. TCMD shall assign and convey to Avon by Special Warranty Deed in substantially the form attached hereto as Exhibit D-1, all of its right, title and interest in and to the water rights described therein (collectively, the “Water Rights”), free and clear of all liens and encumbrances, together with all diversion ditches, pipelines, headgates and structures, pumps, casings and other improvements and easements associated or used in connection with the Water Rights as becomes necessary from time to time in order for the Authority to provide municipal water service to the Property (“Appurtenances”), reserving unto TCMD all rights of access and use of the Appurtenances to the extent not required to provide municipal water service for the Property. Prior to the execution of this Special Warranty Deed and its delivery to the Escrow, TCMD shall also provideprovided to the Authority and to Avon a written Title Opinion in a form acceptable to the Authority concerning the Water Rights and Appurtenances conveyed by this Special Warranty Deed which indicatesindicated that TCMD owns title to the Water Rights and the land underlying the Appurtenances free and clear of all liens and encumbrances, subject only to the Water Lease dated November 4, 2002, from TCMD to Avon and the Water Sublease dated November 4, 2002, from Avon to the Authority. This written Title Opinion shall be updated prior to the release from Escrow and recording of the Special Warranty Deeds identified in this Section 7 and the recording of the Special Warranty Deeds shall be completed prior to any rescission of the moratorium as provided in Section 8 hereof. The commencement date of the record title search of the Water Rights under the Title Opinion shall be the date of the decree in Division No. 5 Case No. 97CW306 or the date of conveyance of the Water Rights and Appurtenances to TCMD, whichever date is earlier. b. Concurrently with the conveyance described in subparagraph 7.a above, Avon shall assign and convey by Special Warranty Deed in substantially the form attached hereto as Exhibit D-2, the Water Rights and Appurtenances to the Authority, subject to a right of reverter to Avon in the event the Authority fails to {00352850.DOCX /}/} 11 provide water service to the Property (excepting temporary cessation of water service due to reasonable maintenance requirements or emergency conditions or actions by the Authority as authorized by its Rules and Regulations). c. TCMD and Master Developer shall, without further action or documentation, be deemed to have waived any ownership interest in the thirty (30) acre-feet of Eagle Park Reservoir water previously obtained by the Authority in its name using funds provided by TCMD. d. Any obligation to lease water rights to Avon or the Authority and any obligation of TCMD or Master Developer to construct a water storage tank to serve approximately 2,800 SFEs (single family equivalents) under the terms of the Service Agreement, the Water Lease or the Water Sublease shall be considered satisfied in full once the Water Rights and Appurtenances have been conveyed to the Authority as provided herein and once the Storage Tank has been constructed and is fully operational as provided herein. However, the obligation to fund the construction of the Storage Tank and all appurtenant facilities shall continue until the Tank Project Bonds are paid in full and the Pledge Agreement has been terminated. . This paragraph shall not be construed to relieve TCMD, Master Developer, or any other owner of the Property, or portion thereof, from the obligation to provide additional water rights to serve development on the Property in excess of what is approved by the decree of the District Court in and for Water Division No. 5 in Case No. 97CW306. e. The Authority shall undertake the ongoing responsibility for any Water Court filings necessary to continue and/or to make absolute the Metcalf Ditch Headgate and Raw Water Booster Pump conditional rights decreed in Case No. 97CW306. TCMD and the Authority shall continue to cooperate with each other in all Water Court matters involving the rights decreed in Case No. 97CW306. The Authority shall file any application necessary to maintain and/or make absolute the Metcalf Ditch Headgate and Raw Water Booster Pump. In the sole and absolute discretion of the Authority, the Authority may require TCMD to file as a co- applicant. f. In connection with the development of the Property, the Parties acknowledge that the Appurtenances may need to be modified, piped, buried or otherwise improved at TCMD’s or Master Developer’s sole cost and discretion. The instruments effecting the foregoing assignment and conveyance of the Water Rights and Appurtenances (the “Water Instruments”) shall be deposited into the Escrow not later than thirty (30ten (10) days after the Effective Date of this Tank Agreement, but shall not be deemed legally effective or operative until formally delivered and/or recorded onby the Implementation DateEscrow Agent. 8. Moratorium. For a number of years the Authority has imposed a moratorium upon further water service within the Property. From and after recording of the Water Instruments, and formal delivery fromto the Escrow of the Water Instruments, the Special Warranty Deed to {00352850.DOCX /}/} 12 the Tank Site, and the Easement Agreement and to be held in Escrow pending completion of the Pledge Agreement onTank and Construction Acceptance by the Implementation DateAuthority: a. the moratorium shall be rescinded on the Implementation Date by Resolution adopted by the Board of Directors of the Authority, effective upon release of the Pledge Agreement, the Deeds and the Easement Agreement from thedelivery to Escrow; and b. the Authority, without need of further action, legally binds itself to: i.a. construct the Storage Tank as soon as practicable after the Authority has completed the issuance of the Tank Project Bonds and given Notice to Proceed to the of fully executed construction contracts, Performance and Payment Bonds in amounts equal to the contract amount, for each contractor for the Tank Project; thereafter, no delay between TCMD and/or problem (foreseenTCLLC or unforeseen) in completing construction of the Storage Tank shall relieve the Authority of its obligation to provide potable water service to the Property pursuant to its Rules and Regulations and any delayTCRP and each contractor, together with a deposit to the Escrow in completing the amount of $ < TBD > , (the “Tank Escrow Amount”), that is sufficient to pay 100% of the costs of construction of the Storage Tank shall not be a basis for re-imposing the moratorium rescinded pursuant to Section 8.a hereof, except if the Authority is delayed in completing construction of the Storage Tank by the acts or omissions of the other Parties or Limited Parties; andTank, the MSE retaining walls on the Tank Site and all of the costs for materials and installation of the water main to the Storage Tank, properly connected to the Authority’s water distribution system, tested and made operational; and b. the Escrow Agent is hereby instructed to open an account in the name of the Escrow Agent in a regulated financial institution with its home office in the United States of America as selected by the Escrow Agent to which the full Tank Escrow Amount shall be transferred and deposited by or for TCLLC or TCRP (“Tank Escrow Account”) under the sole control of the Escrow Agent; and Escrow Agent is hereby authorized to make all cash disbursements therefrom by checks drawn by the Escrow Agent sufficient to make all disbursements for progress payments and final payments to any contractor or subcontractor for TCMD, TCLLC or TCRP for work performed that has been inspected and approved by the Authority and approved for payment by Marcin Engineering; if any change orders are approved or cost increases occur which increase the amount of the payments required in excess of the Tank Escrow Amount, TCMD, TCCLC or TCRP shall transfer and deposit to the Tank Escrow Account funds sufficient for the Escrow Agent to make all progress and final payments for the work on the Tank Site and the water main serving the Tank; or, in the alternative, TCMD, TCLLC or TCRP may provide, in lieu of a deposit to the Tank Escrow Account or in addition to a minimum cash deposit of $3,250,000.00, an irrevocable letter of credit (“ILOC”) from a US financial institution with an office or offices in {00352850.DOCX /}/} 13 Colorado in an amount equal to the Tank Escrow Amount provided above, or equal to the difference between the Tank Escrow Amount and $3,250,000.00, which authorizes the Escrow Agent as the named beneficiary of the ILOC, in its sole and absolute discretion, authority to draw upon the ILOC in such amounts as are necessary to make all progress and final payments for the work on the Tank Site and the water main serving the Tank; the expiration date for any ILOC so provided shall not be earlier than January 5, 2016; the Escrow Agent is hereby authorized to draw first on the ILOC to make progress payments up to the full amount of the ILOC before disbursing any portion of the cash in the Tank Escrow Account; and c. the Authority is hereby fully released from any and all obligations it had under the 2012 Tank Agreement to construct the Storage Tank, to issue Tank Project Bonds and to give Notice to Proceed to any contractor or contractors; all other provisions of Section 8.b.i of the 2012 Tank Agreement are hereby deleted in their entirety and shall be of no further force and effect; and ii.d. the Authority shall provide potable water service to the Property, subject to the terms of the decree of the District Court in and for Water Division No. 5, Case No. 97CW306, up to a maximum of 106.3 consumptive acre feet per year, and further subject to the improvements to be constructed, or improvements previously constructed, within the area of the Property physically capable of being served by the Storage Tank (at elevations one-hundred-forty (140) feet below the base of the Storage Tank, or above such elevation upon construction of additional pumping and/or tank storage capacity above such elevation); and iii.e. the Authority shall issue taps for potable water service as described in subparagraph 8.b.iie above upon payment of any applicable fees, compliance with generally applicable engineering/technical requirements for connection to the Authority’s water distribution system and compliance with the conditions for service as set forth in the Authority’s Rules and Regulations; and c.f. any development within the Property located at an elevation higher than the property that can be served by the Storage Tank will require additional treated water storage to be constructed by someone other than the Authority or Avon at elevations higher than the Storage Tank elevation if such development is to be served by the Authority; and d.g. the Authority’s commitment to provide potable water service pursuant to the terms of the decree in Case No. 97CW306 up to 106.3 consumptive acre feet per year and to issue taps therefore as set forth in this Section 8 shall inure to the benefit of TCMD; and e.h. as of the Effective Date of this Tank Agreement, an SFE is equivalent to 714 gallons of treated water storage and if TCMD wants the Authority to provide water service to more than 2,800 SFEs, TCMD will have to provide additional {00352850.DOCX /}/} 14 treated water storage; or, if water service is proposed to development located above the service area of the Storage Tank, TCMD shall be required to construct and dedicate an additional water storage tank or tanks to the Authority; however, this provision shall not be construed to imply that the decree in Case No. 97CW306 permits service to approximately 2,800 SFEs, and shall not modify the provisions of subparagraph 8.fi set forth below; and f.i. if any Party wants the Authority to provide service in excess of what is authorized by the decree in Case No. 97CW306, the Party first needs to provide additional water rights and pay all costs incurred by the Authority to adjudicate the necessary water rights to provide the increased level of service; and j. if TCMD and/or the Developer Affiliates fail to deliver a completed Tank, pipeline and all necessary appurtenances for an operational water storage tank for “Construction Acceptance” and operation by the Authority on or before June 30, 2015, the Authority may either extend the deadline for Construction Acceptance by the Authority if it is satisfied that reasonable progress has been and is being made in correcting any deficiencies that have been identified by the Authority, or, not earlier than December 31, 2015, the Authority reserves the right to reinstate the moratorium until Construction Acceptance of the Tank and all related facilities by the Authority is completed; and g.k. each Party and Limited Party shall have direct rights to enforce the terms and conditions of this Section 8. 9. Public Financing of the Tank Project Financing. The Tank Project public financingFinancing shall be accomplished by the following actions ofTCRP, BNP, TCMD, the Authority and Avon: VMD as follows: a. Pledge; TCMD2013 Bond Reissue. As soon as practicable after the Effective Date, but in any event prior to the Implementation Date, the AuthorityTCRP, BNP, TCMD and VMD shall mutually execute and deposit into the Escrow a pledge agreement in substantially the form attached hereto as Exhibit E and incorporated herein by this reference (the “Pledge Agreement”). The Pledge Agreement shall, in accordance with its terms and conditions, become legally operative and binding on each party thereto only upon formal delivery from the Escrow on the Implementation Date. From and after the Effective Date, TCMD and VMD shall coordinate with BNP to cause the reissue of TCMD’s existing bonded indebtedness on the Implementation Date (the “TCMD2013 Bond Reissue”) so as to enable performance of TCMD’s and VMD’s obligations under the Pledge Agreement. Without limiting of the terms of the TCMD2013 Bond Reissue documents or the Pledge Agreement, the terms and conditions of which shall control over any descriptive language herein (which shall not be used to interpret or modify the terms and conditions of the Pledge Agreement in any manner whatsoever): {00352850.DOCX /}/} 15 i. The Pledge Agreement sets forth the pledge of TCMD and VMD to pay to the AuthorityTCRP $500,000 or such lesser amount as may be necessary to fully to pay the annual debt service on the Tank Project BondsFinancing (as defined in the Pledge Agreement, the “Annual Debt Service Pledge Amount”). If such amount is not sufficient to fully pay the annual debt service on the Tank Project Bonds, the Authority Obligation”). The Annual Debt Service Obligation shall not be required to issue the Bonds or construct the Tank and the Authority include payment of Deferred Reimbursement. The Pledge Agreement shall be released from such obligations and BNP shall be released from any also incorporate the definition, calculation and repayment obligation it may have to cause the TCMD Bond Reissue to occurof Deferred Reimbursement as defined in Section 5.5(b) of the Development Agreement. ii. The term of the Pledge Agreement (and of the obligation to remit the Annual Debt Service Pledge AmountObligation) shall commence not later than the issue dateupon completion and construction acceptance of the Tank Project Bondsby the Authority, and shall terminate on the date on which the Tank Project Bonds are paid in full.30th anniversary of such date. iii. During the term of the Pledge Agreement, the Pledged Revenue (as “Pledged Revenue” is defined in the Pledge Agreement) shall be applied to payment of the Annual Debt Service Pledge Amount Obligation on a periodic basis on the terms and conditions set forth in the Pledge Agreement. b. Tank Project Bonds. Concurrently with the closing of the TCMD Bond Reissue, the Authority shall issue bonds to finance construction of the Tank Project (as defined in the Pledge Agreement, the “Tank Project Bonds”). The Tank Project Bonds will be issued (i) in a par amount sufficient to pay the “Mandatory Costs” described in this Section below and (ii) with annual debt service which can be fully paid by the Annual Debt Service Obligation payable by the Districts pursuant to the Pledge Agreement. The par amount of the Tank Project Bonds will be increased to include as much of the “Discretionary Costs” described in this Section below as possible without increasing the annual debt service on the Tank Project Bonds above the Annual Debt Service Obligation payable by the Districts in the Pledge Agreement. For purposes of this Section 9.b, “Mandatory Costs” means: (iii) the estimated costs (including construction costs, contingencies and the cost of construction management services to be provided by the Authority) of the Tank Project, plus (iv) the costs of issuance of and reserve requirements for the Tank Project Bonds. For purposes of this Section 9.b, “Discretionary Costs” means the following costs: (v) $134,119.23 presently due to the Authority from TCMD as described in Section 10 below, and (vi) as described in Section 3 above, the Authority shall first be entitled to reimbursement for its costs incurred in obtaining completion of the Bid-Ready Plans and thereafter TCMD shall be {00352850.DOCX /}/} 16 entitled to reimbursement for its expenses up to $66,585.00 incurred in obtaining completion of the Bid-Ready Plans (with all such TCMD reimbursed expenses to utilized for payment of debt service to BNP). Once the Authority has completed the issuance of the Tank Project Bonds and given Notice to Proceed to the contractor for the Tank Project, the Authority shall proceed to complete the Storage Tank and make it operational as soon as possible. b. Tank Project Financing. TCRP shall provide sufficient funds to fully fund the Tank Escrow Account as provided for and required by the terms and provision os Section 8 of this Tank Agreement for completion of the Tank Project by June 30, 2015. The Authority shall have no obligation to provide any financing or funding for the Tank Project. c. Avon Actions. In consideration of the undertakings of the other Parties to this Tank Agreement and other benefits to Avon from implementation of the Term Sheet, as of the Effective Date and without the requirement of further action, Avon: (i) waives and releases any claim to revenues of TCMD and VMD required to pay the Annual Debt Service Pledge AmountObligation; (ii) covenants that it will exercise the right of reverter set forth in the Water Instruments upon a triggering event as described in Section 7 above; and (iii) covenants that it will undertake and be responsible for the provision of water service to the Property in the event of a dissolution of the Authority or otherwise upon exercising the right of reverter described in Section 7 above. 10. Other Consideration. a. Immediately upon formal delivery of the Pledge Agreement on the Implementation Date, and without the requirement of any further action, the Authority shall be deemed to have irrevocably released TCMD from any obligation to pay the sum of $20,387.22 due for the remainder of the Authority’s professional fees incurred in adjudicating a plan for augmentation and exchange to allow the Authority to use 10.8 acre-feet of storage in Wolford Mountain and Ruedi Reservoirs acquired from the Traer Creek entities. b. If the amount presently due to the Authority ($134,119.23) from TCMD pursuant to the Agreement dated November 4, 2002, is paid in full or in part by TCMD or Master Developer (Master Developer having no legal obligation to make such payment), or if the amount due is able to be refinanced (in whole or in part) as part ($124,728.64 after application of the Tank Project Bonds, immediately upon such payment or refinancing and without the requirement of any further action the Authority shall be deemed to have irrevocably released TCMD to the extent of such payment or refinancing, or both, from the obligation to pay that portion of the obligation to the Authority. If the amount due is not paid in full or cannot be fully re-financed as part of the Tank Project Bonds, TCMDpayment due on September 16, 2012), shall continue to make be paid by TCMD in the form of annual payments to the Authority indue on September 16th of each year in the {00352850.DOCX /}/} 17 amount of $11,880 .24, including interest at the rate of 5.45% per annum through September 16, 2028, or until the $134,119.23full amount of this obligation is satisfied in full. The Authority hereby agrees no other professional fees are owed to it by TCMD, VMD or Master Developer and the Authority hereby expressly releases any other such claims for fees through the Effective Date. 11. Conveyance of the Tank Site; Easement Agreement. The Storage Tank shall be financed and constructed andby TCRP. None of the other Parties shall have any financial responsibility for the costs of construction or financing of the Tank Project. Upon completion and Construction Acceptance of the Storage Tank by the Authority, the Storage Tank shall be operated by the Authority on the Tank Site. The Tank Site shall be conveyed to the Authority by TCRP by Special Warranty Deed in substantially the form attached hereto as Exhibit B, free and clear of all monetary liens and other encumbrances (the “Tank Site Deed”) which shall include all areas required for ingress and egress, temporary construction easements, maintenance, repairs or replacement of facilities, retaining walls, slope maintenance and snow storage and otherwise meeting the minimum requirements of the Avon Municipal Code. TCRP agreesstates that it has or will submitsubmitted and obtained approval of the Final Plat for the Tank Site tofrom Avon for approval as a minor subdivision as soon as possible and Avon agrees to process and approve such application in a timely mannerthe Final Plat shall be delivered to and recorded by the Escrow Agent upon execution of this Tank Agreement. Accordingly: a. By the Effective Date, TCRP and the Authority shall execute and deposit the Tank Site Deed into the Escrow pursuant to the Escrow Agreement. a. By the Effective Date, TCRP shall execute and deliver the Tank Site Deed to Stewart Title as Escrow Agent, together with a Request for Partial Release of Deed of Trust executed by Laramie Participations, Inc., the original Promissory Note and the original Deed of Trust recorded June 1, 2009 at Reception No. 200910538; the Request for Partial Release of Deed of Trust shall be submitted immediately to the Public Trustee by the Escrow Agent with the Promissory Note and original Deed of Trust for processing and recording by the Public Trustee; the Tank Site Deed shall be recorded by the Escrow Agent upon Construction Acceptance of the Tank and Tank Site by the Authority. b. TCRP and the Authority shall execute and depositdeliver to the Escrow Agent the Easement Agreement in substantially the form attached hereto as Exhibit F, granting a non-exclusive easement to the Authority for construction and use of the Access Road as described therein.use of the Realigned Access Road to be constructed by TCMD, or TCLLC or TCRP or the Developer Affiliates as described therein for ingress and egress to the Tank Site; the Easement Agreement shall be recorded by the Escrow Agent upon Construction Acceptance of the Tank and Tank Site by the Authority. c. TCRP shall grant to the Authority at no cost to the Authority, such non-exclusive easements as may reasonably be required within the Realigned Access Road alignment and right-of-way or elsewhere on the Property, or which are otherwise {00352850.DOCX /}/} 18 are specifically described in Exhibit F, to connect the Storage Tank to existing water lines and electric lines at locations anywhere on the THE VILLAGE (at AVON) FILING 4 platProperty to be mutually agreed upon by TCRP and the Authority in the Easement Agreement, Exhibit F, including any pumping station and facilities reasonably necessary to the operations of the Storage Tank. d. TCRP shall grant to the Authority at no cost to the Authority, temporary construction easements and staging areas at a site or sites specifically described in Exhibit F or at the Stolport (in the area recently used as a construction staging area by Xcel Energy and/or near the current recycling area) and/or at a location or locations adjacent to the Access Road as designated by the Authority or its contractor for a staging area or areas, and for all utilities being installed by the Authority to serve the Tank Project. 12. Construction and Ownership of Storage Tank. The Authority TCRP agrees to commence construction of the Tank Project as soon as possible after the Implementation Date, except if circumstances beyond , but in no event later than November 1, 2013. The Authority reserves to itself all rights to inspect and approve the construction of the Tank Project and to retain experts to monitor the construction of the Storage Tank and water pipeline in accordance with its customary practices and its control limit its ability to issue or preclude the issuance of the Tank Project Bonds, or to bidRules and Regulations, including, but not limited to Appendix C thereto, for the construction of infrastructure for its regional water distribution system, including the right to reject work which does not meet the requirements of the plans and specification or to require corrections to the Work. TCRP agrees to construct the Tank Project.Storage Tank and the MSE walls on the Tank Site in specific accordance with the Bid- Ready Plans completed by the Authority, including any modifications to the Bid-Ready Plans that are submitted to and approved by the Authority in advance of construction. TCRP agree that before executing any construction contract for the valve vault and the pipeline to the Tank Site, the plans and specifications for that Work and any other variances from the Bid-Ready Plans shall be presented to the Authority for review and approval or for any modifications to the plans and specifications as requested by the Authority in its sole and absolute discretion. Upon completion of the Tank Project and all required testing, TCRP shall present for Construction Acceptance by the Authority, all of the work and improvements completed on the Tank Site, together with the pipeline and all other appurtenances as required to make the Storage Tank operational, including a two-year warranty from the contractors for such facilities commencing on the date of Construction Acceptance of such facilities by the Authority. The Authority reserves all rights to inspect the Storage Tank, the MSE Walls, the valve vault and the pipeline prior to acceptance, including any requirements for inspection and testing by third parties, and to reject any portions of the Work which fail to meet the requirements of the plans and specifications as finally approved by the Authority. The assignment and conveyance of the improvements to the Tank Site and the pipeline shall include all permits required and obtained from the Colorado Department of Public Health and the Environment, the U.S. Army Corps of Engineers for the Tank Site and the Town of Avon. Once these facilities have been accepted, the Authority shall own the Storage Tank and all capacity therein for treated water storage and shall provide all operation and maintenance and operation services for the Storage Tank and the Tank Site at its sole cost and expense. The Parties acknowledge that the Tank Project anticipates and {00352850.DOCX /}/} 19 will behas been designed to accommodate and connect to future water storage tank(s) to be located uphill from the Storage Tank. The Authority shall have absolutely no responsibility for the design, construction, financing, oversight or approval of the construction of the Realigned Access Road as now proposed by TCRP, except as that design and construction may impact the location of the permanent easement required to be granted to the Authority for the installation, construction, maintenance, repair and replacement of the water main serving the Tank and as that water main may be installed. 13. Effect of Prior Agreements Not Fully Superseded; No Cross-Defaults. Except to the extent that Section 2(b) and Section 5 of the Service Agreement are amended and/or superseded by the express terms of this Tank Agreement, the Service Agreement and any other agreement referenced in this Tank Agreement (not including the 2012 Tank Agreement) that was executed prior to the Effective Date (“Prior Agreement(s)”) shall continue in effect in accordance with such agreements’ terms, and the parties thereto shall maintain all of their rights, duties and obligations set forth therein. Notwithstanding the foregoing, and notwithstanding anything to the contrary in any Prior Agreement, no default under this Tank Agreement shall be construed to be a default under any Prior Agreement and no default under any Prior Agreement shall be construed to be a default under this Tank Agreement. The 2012 Tank Agreement shall become null and void immediately upon the Effective Date of this Tank Agreement and any rights or obligations of the Parties created by the 2012 Tank Agreement shall immediately and irrevocably terminate and extinguish, and the Parties agree that such termination and extinguishment shall take effect on the Effective Date of this Tank Agreement and shall survive and continue in effect against and for the benefit of all Parties hereto even if the Implementation Date does not occur. 14. Default; Remedies; Rights of Limited Parties and Intended Beneficiaries. a. Default of a Party. A default by a Party is a failure by such Party to fully perform any of its duties and obligations set forth in this Tank Agreement. b. Default of either Limited Party. The obligations of BNP and VMD under this Tank Agreement are expressly limited to those set forth in Section 9.a above, and BNP and VMD shall have no liability arising pursuant to this Tank Agreement to any Party or any Intended Beneficiary except to the extent of BNP’s or VMD’s failure to fully perform their respective duties and obligations as expressly set forth in Section 9.a above. c. Cure Period. Default will not occur until a non-defaulting Party provides the defaulting Party thirty (30) days written notice describing the default, and the defaulting Party is given the opportunity during such time to cure the default. d. Remedies. i. Parties and Limited Parties. Upon the occurrence and continuance of an uncured default, any non-defaulting Party and/or any non-defaulting Limited Party shall, except to the extent limited by an express provision of {00352850.DOCX /}/} 20 this Tank Agreement, be entitled to enforce the provisions and any remedy provided in this Tank Agreement at law or in equity, and relief in the nature of injunctive relief, mandamus, specific performance (if allowed by law against any local government that is a Party or Limited Party) or damages or a combination thereof may be awarded. The remedies available shall include, but not be limited to, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions and actions for specific performance (if allowed by law against any local government that is a Party or Limited Party) of the defaulting Party’s or Limited Party’s obligations and/or damages. All of the remedies permitted or available under this Tank Agreement, at law, by statute or in equity shall be cumulative and not in the alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Additionally, in consideration of this Tank Agreement constituting an intergovernmental agreement by and among Avon, the Authority, TCMD and VMD, each such governmental or quasi-governmental entity expressly affirms its intent that the obligations of each such governmental or quasi-governmental entity are to be enforced in accordance with their terms. ii. Intended Beneficiaries. 1. The Developer Affiliates shall have the right to enforce the Authority’s obligations pursuant to Section 8, together with the right to enforce any right of Master Developer and pursue any remedy available to Master Developer in the event of a default by another of the Parties. 2. Except with respect to those expressly stated rights the Intended Beneficiaries have under this Tank Agreement, no Developer Affiliate is subject to any obligation nor has it acquired any enforcement right or remedy arising solely under this Tank Agreement. 15. Assignment. Any Party or Limited Party may assign its rights, duties and obligations under this Tank Agreement upon the prior written consent of the other Parties and the Limited Parties, such consent not to be unreasonably withheld, conditioned or delayed. In addition, the assignor shall provide the other Parties and Limited Parties with copies of all relevant documentation of such assignment. 16. No Waiver; Governmental Immunity; Annual Appropriation. Any Party’s or Limited Party’s waiver of, or failure to pursue any available remedy for, a breach of any term or provision of this Tank Agreement shall not operate or be construed as a waiver of any subsequent breach by any Party or Limited Party. Additionally, and notwithstanding any provision of this Tank Agreement to the contrary, no term or condition of this Tank Agreement {00352850.DOCX /}/} 21 shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protection provided to TCMD, VMD, the Authority and Avon under the Colorado Governmental Immunity Act, §§ 24-10-101 et seq., C.R.S. The obligations of the Authority and Avon hereunder are subject to the annual appropriation of funds necessary for the performance thereof, which appropriations shall be made in the sole discretion of the Authority’s Board of Directors or the Avon Town Council as applicable. 17. Amendment; Modification. This Tank Agreement may be modified only by the signed, written agreement of the Parties or their respective agents, successors and assigns. The prior written consent of the Limited Parties shall not be required except to the extent the proposed modification directly and expressly affects a right or obligation of the Limited Parties, and such consent shall not be unreasonably withheld, conditioned or delayed. Additionally, the Parties and the Limited Parties acknowledge that the TCMD Bond Reissue documentation is anticipated to preclude TCMD and/or VMD from entering into any modification of this Tank Agreement without the prior written consent of BNP, which consent BNP shall not unreasonably withhold, condition or delay. 18. Further Cooperation. The Parties and Limited Parties shall reasonably cooperate with one another to effectuate the intent of the Parties and Limited Parties as described herein, including without limitation, executing any and all further instruments and documents, and doing and performing such further and additional acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Tank Agreement. 19. Proper Authority. The Parties and the Limited Parties represent and warrant that they have full right and capacity to enter into this Tank Agreement and have taken any and all actions required and have any and all necessary approvals to enter into this Tank Agreement. 20. Attorneys’ Fees. The prevailing Party or Limited Party in any action concerning the enforcement or interpretation of this Tank Agreement shall be awarded, in addition to any damages or other form of relief awarded, all reasonable costs incurred in connection therewith, including attorneys’ fees and costs through all appeals. 21. Governing Law. This Tank Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Any action brought to enforce this Tank Agreement or arising out of this Tank Agreement shall be brought in the State of Colorado, Eagle County District Court, as the exclusive venue and forum. 22. Severability. If any term, provision, covenant or condition of this Tank Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Tank Agreement shall, unless amended or modified as provided in Section 17 above, continue in full force and effect so long as enforcement of the remaining provisions would not deprive the Party(ies) or Limited Parties against whom they are being enforced of a material benefit of the bargain under this Tank Agreement or otherwise be inequitable to such Party or Limited Party under the facts and circumstances then pertaining. {00352850.DOCX /}/} 22 23. Entire Agreement. From and after the Implementation Date, this Tank Agreement shall be construed to constitute the entire agreement between the Parties and Limited Parties with respect to the matters set forth herein and to supersede all previous oral or written communications, representations, understandings, undertakings, or agreements between the Parties and Limited Parties, except as otherwise stated herein, specifically including Section 3 of the Term Sheet except as it pertains to the 1041 Permit. 24. Counterpart Execution. This Tank Agreement may be signed in multiple counterparts, with facsimile signatures permitted, and each counterpart when taken with the other executed counterpart shall constitute a binding agreement among the Parties and the Limited Parties as of the Effective Date (with respect to those provisions that are effective as of the Effective Date) or as of the Implementation Date (with respect to those provisions that are effective only upon occurrence of the Implementation Date). 25. Notices. All approvals, consents, notices, objections, and other communications (a “Notice” and, collectively, “Notices”) under this Tank Agreement shall be in writing and shall be deemed properly given and received when personally delivered, or sent by overnight courier, or by email (pdf), or by registered or certified United States mail, postage prepaid, addressed to the respective Parties, Limited Parties or Intended Beneficiaries at their respective addresses as set forth below. Notices shall be deemed effective: (i) if personally delivered, when actually given and received; or (ii) if by overnight courier service, on the next business day following deposit with such courier service; or (iii) if by email (pdf), on the same day if sent before 5:00 P.M. Mountain Time, or on the next business day if sent after 5:00 P.M. Mountain Time; or (iv) if by registered or certified United States mail, postage prepaid, three (3) business days after mailed. All Notices shall be addressed as follows (or to such other address as may be subsequently specified by Notice given in accordance herewith): To the Authority: Upper Eagle Regional Water Authority 846 Forest Road Vail, CO 81657 Attention: General Manager Telephone: (970) 477-5444 Email: lbrooks@erwsd.org With a required copy to: Collins, Cockrel & Cole, P.C. 390 Union Boulevard, Suite 400 Denver, Colorado 80228-1556 Attn: Jim Collins Telephone: (303) 986-1551 Email: jcollins@cccfirm.com To Avon: {00352850.DOCX /}/} 23 Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Manager Telephone: (970) 748-4452 Email: vegger@avon.org With a required copy to: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attn: Town Attorney To TCMD: Traer Creek Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com To Master Developer: Traer Creek LLC P.O. Box 9429 0101 Fawcett Road, Suite 210 Avon, CO 81620 Attn: Marcus Lindholm, Manager Telephone: (970) 949-6776 Email: marcuslindholm@traercreek.com With a required copy to: {00352850.DOCX /}/} 24 Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com To Traer Creek-RP LLC: c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey@ottenjohnson.com To the Limited Parties: The Village Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987-0835 Email: ljacoby@sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202-1214 Attn: Mary Jo Dougherty Telephone: (303) 592-4380 Email: mjdougherty@mcgeadysisneros.com Email: mjdougherty@mcgeadysisneros.com BNP Paribas Value Preservation Group 787 Seventh Avenue, 9th Floor New York, NY 10019 Attn: Barbara Eppolito Telephone: (212) 841-3607 Email: Barbara.eppolito@bnpparibas.com {00352850.DOCX /}/} 25 Email: Barbara.eppolito@bnpparibas.com With a required copy to: Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203-4532 Attn: Brandee Caswell Telephone: (303) 607-3826 Email: Brandee.caswell@faegrebd.com To the Intended Beneficiaries: Developer Affiliates c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] 26. Escrow; Escrow Instructions. As quickly as is practicable after the Parties’ and Limited Parties’ mutual approval and execution of this Tank Agreement, each Party and the Limited Parties will deposit a signed original of such documents as each is required to deposit in the Escrow subject to the Escrow Instructions. 27. Rights Upon Occurrence of Outside Date. If the Outside Date occurs without the Implementation Date having occurred, this Tank Agreement shall be deemed void ab initio and of no further force or effect; provided, however, to the extent the failure of the Implementation Date to occur results from a failure of a Party or Limited Party to perform (whether by action or inaction) an obligation of such Party or Limited Parties that arose under this Tank Agreement as of the Effective Date, the other Parties, Limited Parties and any applicable Intended Beneficiary may pursue all of their respective remedies under this Tank Agreement with respect to such breach, which remedial rights the Parties and the Limited Parties expressly intend to survive and be legally enforceable notwithstanding this Tank Agreement being otherwise deemed inoperative under the circumstance described above. 28. Successors and Assigns. This Tank Agreement shall be binding upon the Parties, the Limited Parties and upon their heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and by the Limited Party as of the Effective Date. PARTIES: [Separate Signature Pages Follow ] THE AUTHORITY: 1013284.6 - Interim INTERIM ADD-ON RETAIL SALES FEE COLLECTION SERVICES AGREEMENT THIS INTERIM ADD-ON RETAIL SALES FEE COLLECTION SERVICES AGREEMENT (this “Agreement”) dated as of October 22, 2013 (“Effective Date”), is entered into by and among SPECIAL DISTRICT MANAGEMENT SERVICES, INC., a Colorado corporation (“SDMS”); THE VILLAGE (AT AVON) COMMERCIAL PUBLIC IMPROVEMENT COMPANY, a Colorado nonprofit corporation (“Commercial PIC”); THE VILLAGE (AT AVON) MIXED-USE PUBLIC IMPROVEMENT COMPANY, a Colorado nonprofit corporation (“Mixed-Use PIC”); and the TOWN OF AVON, a home rule municipal corporation of the State of Colorado (“Town”). RECITALS This Agreement is made with reference to the following facts: A. Capitalized terms used in this Agreement have the meanings set forth in Exhibit A. Each of the Exhibits to this Agreement are incorporated into and made a part of this Agreement. B. Pursuant to the Commercial Declaration (i) Commercial Declarant has imposed a Retail Sales Fee on certain sales, provision of goods or services, construction activities and certain other transactions occurring within the Commercial Property; and (ii) the Retail Sales Fee consists of two components, the Credit Retail Sales Fee (as defined in the Commercial Declaration) and the Add-On Retail Sales Fee. C. Pursuant to the Mixed-Use Declaration (i) Mixed-Use Declarant has imposed a Retail Sales Fee on certain sales, provision of goods or services, construction activities and certain other transactions occurring within the Mixed-Use Property; and (ii) the Retail Sales Fee consists of two components, the Credit Retail Sales Fee (as defined in the Mixed-Use Declaration) and the Add-On Retail Sales Fee. D. The Commercial PIC, the Mixed-Use PIC, the Town and certain other Persons previously have entered into the Annexation and Development Agreement; however, such Annexation and Development Agreement is not yet effective and the Parties desire that the Add- On RSF is imposed, collected and remitted to the Town on an interim basis until the Annexation and Development Agreement is effective or this Agreement is earlier terminated. E. The Town’s and the Commercial PIC’s receipt of and use of the Add-On RSF Revenues derived from the Commercial Property are subject to the terms and conditions of the Commercial Declaration. F. The Town’s and the Mixed-Use PIC’s receipt of and use of the Add-On RSF Revenues derived from the Mixed-Use Property are subject to the terms and conditions of the Mixed-Use Declaration. G. The PIC s wish to appoint SDMS, and SDMS wishes to accept such appointment, as their agent to collect, receive, disburse and account for all Add-On RSF Revenues, if any, in 2 1013284.6 - Interim accordance with the terms and conditions of, as applicable, the Commercial Declaration and the Mixed-Use Declaration as set forth in this Agreement, and the Town wishes to consent to such appointment. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual agreements, promises and covenants herein contained, the Parties mutually undertake, promise, and agree for themselves, their respective representatives, successors and assigns, as follows: SECTION 1 Add-On RSF Collection Agent Functions 1.1. Appointment of SDMS as Agent of the PICs and the Town. (a) Appointment and Acceptance. The PICs hereby appoint SDMS as their and the Town’s agent, the Town hereby consents to such appointment, and SDMS hereby accepts such appointment, for purposes of (i) receiving, collecting, accounting for and administering all Add-On RSF Revenues paid by Add-On RSF Obligors, and (ii) remitting and disbursing all Add-On RSF Revenues to the Commercial PIC, the Mixed-Use PIC and the Town, during the term of and subject to the terms and conditions of this Agreement. By the execution of this Agreement, SDMS accepts the responsibility of receiving the Add-On RSF Revenues from Add-On RSF Obligors and depositing such Add-On RSF Revenues in the PIC Add-On RSF Account, and the Town Add-On RSF Account, as applicable, not later than the first business day of the month following the month of receipt thereof, subject to the terms and conditions of this Agreement. (b) Agency Relationship. SDMS is not the agent of any Person other than the PICs and the Town and will have only those responsibilities expressly set forth in this Agreement. (c) Ownership of Add-On RSF Revenues. Notwithstanding the appointment of SDMS as the PICs’ and the Town’s agent for the purposes and subject to the limitations set forth in this Agreement, (i) the Commercial PIC and the Town are the lawful beneficiaries of the Add-On RSF Revenues derived from the Commercial Property in accordance with the terms of the Commercial Declaration; and (ii) the Mixed-Use PIC and the Town are the lawful beneficiaries of the Add-On RSF Revenues derived from the Mixed-Use Property in accordance with the terms of the Mixed-Use Declaration. SDMS hereby acknowledges that, as more fully set forth in this Agreement, the Add-On RSF Revenues collected pursuant to this Agreement are the property of the PICs and the Town and that SDMS will distribute the Add-On RSF Revenues to the PICs and the Town (or as otherwise required pursuant to this Agreement) in accordance with the terms of this Agreement. 1.2. Notification to SDMS of Add-On RSF Obligors. The Commercial PIC and the Mixed-Use PIC will employ commercially reasonable efforts to provide SDMS with prior written notice of each new Add-On RSF Obligor engaging or intending to engage in Add-On RSF Retail Activities of which the Commercial PIC and/or Mixed-Use PIC, as applicable, has 3 1013284.6 - Interim knowledge, such notice to be delivered before the initial Fee Remittance Date applicable to such Add-On RSF Obligor. Additionally, SDMS will coordinate with the Director of Finance to obtain notification from the Town of each new Sales Tax license or business license issued to an Add-On RSF Obligor within the Property. SDMS will maintain a written list of each active Add-On RSF Obligor within the Commercial Property and the Mixed-Use Property (a “Add-On RSF Obligor List”). SDMS will include a current copy of the Add-On RSF Obligor List within each Monthly Add-On RSF Report, and will coordinate with the Director of Finance to ensure that the Add-On RSF Obligor List is updated to reflect each Add-On RSF Obligor which then holds a valid Sales Tax license or business license issued by the Town. In preparing and updating the Add-On RSF Obligor List, SDMS will be entitled to rely exclusively on the information provided by the PICs and the Director of Finance with no independent obligation of SDMS to investigate or verify the information. 1.3. Remittance of Add-On RSF Revenues to SDMS. In performing its obligations under this Agreement, SDMS will be entitled to rely on all reports furnished pursuant to this Section 1.3 without any obligation to investigate or independently verify the information in such reports. For so long as the Add-On Retail Sales Fee is imposed pursuant to the terms and conditions of the Commercial Declaration, each Add-On RSF Obligor is obligated to: (i) calculate the Add-On Retail Sales Fee amount due and payable on Add-On RSF Retail Activities conducted by such Add-On RSF Obligor during the relevant Reporting Period; (ii) complete and submit to SDMS an Add-On RSF Reporting Form covering all transactions occurring during the applicable Reporting Period and setting forth the amount of Add-On RSF Revenues due for such Reporting Period; and (iii) remit such Add-On RSF Revenues to SDMS, together with the corresponding Add-On RSF Reporting Form, on or before the Fee Remittance Date applicable to such Reporting Period. For so long as the Add-On Retail Sales Fee is imposed pursuant to the terms and conditions of the Mixed-Use Declaration, each Add-On RSF Obligor is obligated to: (i) calculate the Add-On Retail Sales Fee amount due and payable on Add-On RSF Retail Activities conducted by such Add-On RSF Obligor during the relevant Reporting Period; (ii) complete and submit to SDMS an Add-On RSF Reporting Form covering all transactions occurring during the applicable Reporting Period and setting forth the amount of Add-On RSF Revenues due for such Reporting Period; and (iii) remit such Add-On RSF Revenues to SDMS, together with the corresponding Add-On RSF Reporting Form, on or before the Fee Remittance Date applicable to such Reporting Period. 1.4. Deposit of Add-On RSF Revenues by SDMS. Not later than the first business day of the month following the month of receipt of any Add-On RSF Revenues from Add-On RSF Obligors, SDMS will deposit such Add-On RSF Revenues as follows: (a) Establishment of Accounts. 1. Town Add-On RSF Account. Initially, the Town Add-On RSF Account is or will be established with FirstBank, Avon branch, subject to the following: The Town Add-On RSF Account will be established by the Town upon such terms as it deems appropriate using the Town’s Federal Employer Identification Number. The Town’s authorized representative(s), or such designees as the Town in its discretion may authorize, will be the only signatories, and SDMS will not be a signatory on Town Add-On RSF Account or have authority to transfer funds from or draw checks on Town 4 1013284.6 - Interim Add-On RSF Account. The Town may move Town Add-On RSF Account from FirstBank to another bank or another branch location of FirstBank only upon providing SDMS with 30 days’ prior written notice thereof, together with written instructions for SDMS’ deposit of funds therein. The Town may designate its existing general fund account, also known as the cash concentration account, as the account which shall serve as the Town Add-On RSF Account. 2. PIC Add-On RSF Account. Initially, the PIC Add-On RSF Account is or will be established with Wells Fargo, Lakewood branch, subject to the following: The PIC Add-On RSF Account will be established by the PICs upon such terms as the PICs deem appropriate using the PICs’ Federal Employer Identification Numbers. Each of the PIC’s authorized representative(s), or such designees as each of the PIC s in its discretion may authorize, will be the only signatories, and SDMS will not be a signatory on the PIC Add-On RSF Account or have authority to transfer funds from or draw checks on the PIC Add-On RSF Account. The PICs may move the PIC Add-On RSF Account from Wells Fargo to another bank or another branch location of Wells Fargo only upon providing SDMS with 30 days’ prior written notice thereof, together with written instructions for SDMS’ deposit of funds therein. (b) Deposit. SDMS initially will deposit the Add-On RSF Revenues in a separate account from any other funds, including without limitation, the Credit Retail Sales Fee Revenues. Thereafter, SDMS will transfer the Add-On RSF Revenues from such segregated account and deposit the Add-On RSF Revenues as follows, and, upon depositing such funds, SDMS will have no further obligation with respect to such Add-On RSF Revenues (except with respect to the preparation, distribution and retention of relevant records, reports and audits as required by other provisions of this Agreement): 1. Town Add-On RSF Account. SDMS will deposit the Add-On RSF Revenues actually received by SDMS into the Town Add-On RSF Account on a monthly basis continuing through and including the date on which this Agreement is terminated. The PICs and the Town will deliver a Joint Notice of the occurrence of the termination (“Termination”) of this Agreement, which Joint Notice will specify the date that this Agreement is terminated. SDMS will be entitled to rely on the accuracy of the date of the Termination contained in the Joint Notice without obligation to investigate or independently verify such date. 1.5. Fidelity Bond. Upon receiving a written request therefor from the Commercial PIC and/or the Mixed-Use PIC, SDMS will obtain and thereafter maintain in full force for so long and in such amount as set forth in such written request, a fidelity bond in a form and from an issuer approved by the PICs. The cost of the fidelity bond will be a reimbursable expense of SDMS to be paid by the PICs. SECTION 2 Preparation and Disbursement of Reports; Audits 2.1. Preparation and Delivery of Monthly Add-On RSF Reports by SDMS. For each calendar month or portion thereof within the term of this Agreement, SDMS will prepare a 5 1013284.6 - Interim Monthly Add-On RSF Report containing all information required therein with respect to all Add- On RSF Revenues received within such month. SDMS will retain the original of each Monthly Add-On RSF Report for a minimum of three years after the last day of the relevant calendar year. On or before the 15th calendar day following the last day of the preceding calendar month, SDMS will deliver a copy of each Monthly Add-On RSF Report to the PICs and the Town. 2.2. Reliance on Add-On RSF Obligors’ Reports. In preparing the Monthly Add- On RSF Reports, SDMS will be entitled to rely on the accuracy of the information contained in the Add-On RSF Reporting Forms received from Add-On RSF Obligors from time to time without obligation to investigate or independently verify the information contained therein. 2.3. Provision of Add-On RSF Information. Within 10 days after receipt of written notice from the Commercial PIC and/or the Mixed-Use PIC, and on or before January 1 of each calendar year, SDMS will provide each Add-On RSF Obligor listed on the Add-On RSF Obligor List with (i) all then-current Information or policies and procedures adopted by the Commercial PIC or Mixed-Use PIC , as applicable, regarding the calculation, payment and reporting of Add- On RSF Revenues, and (ii) all then-current Add-On RSF Reporting Form(s), procedures and other instructions concerning the collection and remittance of Add-On RSF Revenues to SDMS, including all information required under the Commercial Declaration or the Mixed-Use Declaration, as applicable. In performing the foregoing obligation, SDMS will be entitled to rely on information supplied to it by the PICs and the Director of Finance, and will coordinate with the PICs and the Director of Finance to update all Information and relevant forms prior to distributing them to Add-On RSF Obligors. If the PICs change such reporting forms, procedures or other instructions, the PICs promptly will communicate such changes to SDMS and the Town, and SDMS will provide notice thereof to all RSF Add-On Obligors then listed on the Add-On RSF Obligor List. It is the intent of the Parties hereto that all forms, reports and instructions will be substantially similar in form to those used or required by the Town for remittance of Sales Taxes. SDMS will function as the primary contact for Add-On RSF Obligors with respect to Information and other forms, procedures and instructions pertinent to collection and remittance of Add-On RSF Revenues, and will coordinate with the PICs and the Town with respect thereto. 2.4. Delinquency Notices for Retail Fee Obligors. (a) First Delinquency Notices. Not later than the 15th day following the applicable Fee Remittance Date, SDMS will send a first delinquency notice by certified mail to any Add-On RSF Obligor that: (i) fails to remit Add-On RSF Revenues during the immediately preceding or any other prior Reporting Period; or (ii) SDMS has reasonably determined based solely on information contained in the Add-On RSF Obligor’s Add-On RSF Reporting Forms, without obligation to investigate or independently verify the accuracy of such information, to have remitted an incorrect amount for any prior Reporting Period. In making any such delinquency determination, SDMS will coordinate with the Director of Finance as reasonably necessary. Such delinquency notice will state that Delinquency Costs (as defined in the Commercial Declaration or Mixed-Use Declaration, as applicable) apply. SDMS will send copies of all first delinquency notices to the PICs and the Town, together with a report listing the name of each Add-On RSF Obligor to whom a first delinquency notice was sent, the 6 1013284.6 - Interim amount of such delinquency, and the period for which such Add-On RSF Obligors are delinquent. (b) Second Delinquency Notices. Not later than the 15th day following SDMS’ issuance of the first delinquency notice as required by Section 2.4(a), SDMS will send a second delinquency notice by certified mail to any Add-On RSF Obligor that has not paid any delinquent amount of Add-On RSF Revenues as specified in the first delinquency notice. SDMS will send copies of such second delinquency notices to the PICs and the Town, together with a report listing the name of each Add-On RSF Obligor to whom a second delinquency notice was sent, the amount of such delinquency, and the period for which such Add-On RSF Obligors are delinquent. SDMS will not be obligated to distribute additional delinquency notices to any Add-On RSF Obligor after the second delinquency notice. (c) Other Actions. In addition to the first and second delinquency notices provided for in Sections 2.4(a) and 2.4(b), SDMS will, upon receipt of a written request therefor by the Commercial PIC, Mixed-Use PIC or the Town, send a written notice to any Add-On RSF Obligor whom the Commercial PIC, Mixed-Use PIC or the Town believes has not fully complied with its obligations under the Commercial Declaration or Mixed-Use Declaration, as applicable, specifying the nature and extent of such Add-On RSF Obligor’s non-compliance and requesting that such Add-On RSF Obligor immediately remedy such non-compliance. The requesting Person will provide SDMS with information sufficient to enable SDMS to prepare and send such notice, and SDMS will provide a copy of all such notices to the PICs and the Town. In sending the notice required by this Section 2.4(c), SDMS may rely upon the information furnished by the Person requesting the notice without any obligation to investigate or independently verify such information. Other than the obligation to send the notices provided for in Sections 2.4(a) and 2.4(b) and this Section 2.4(c), SDMS will have no obligation to undertake any enforcement action of any nature. 2.5. Confidentiality of Add-On RSF Reporting Forms. Except to the extent required to be included in any report or to be made available for review and audit as required or permitted under the terms of this Agreement, SDMS will maintain in confidence all reports, information or data concerning Taxable Transactions or Add-On RSF Revenues received by SDMS from Add-On RSF Obligors unless otherwise required to be made public by law. All such information will be used only for purposes of collecting the Add-On RSF Revenues, enforcing Add-On RSF Obligors’ obligations under the Commercial Declaration and Mixed-Use Declaration, as applicable, monitoring compliance with the provisions of the Commercial Declaration and Mixed-Use Declaration, complying with SDMS’ reporting obligations under this Agreement to the PICs and the Town, or as otherwise may be authorized under the Commercial Declaration or Mixed-Use Declaration. 2.6. Audits. Within 30 calendar days after the end of each calendar year, SDMS will prepare and deliver to an auditor approved in writing by the PICs all materials necessary for preparation of an audit of SDMS’ accounting of all Add-On RSF Revenues received and disbursed in the immediately preceding calendar year, which audit procedures are generally described in Exhibit D. SDMS will exercise commercially reasonable efforts to cause the 7 1013284.6 - Interim auditor to provide to SDMS an annual audited report setting forth the Add-On RSF Revenues received and disbursed by SDMS for the preceding calendar year for delivery to the PICs and the Town within 90 calendar days after the end of the preceding calendar year. In compiling the information to be provided for the audit, SDMS may rely on information provided as required or permitted under this Agreement without any further obligation to investigate or independently verify the accuracy of such information. SDMS’ reasonable costs and expenses incurred in performing and delivering the annual audit, which reimbursement amount is a Collection Expense, will be paid from Add-On RSF Revenues. At reasonable times during regular business hours, the PICs and the Town are hereby authorized to audit, or cause audits to be conducted of, SDMS’ books and records with respect to the collection and disbursement of Add-On RSF Revenues. If an independent audit uncovers any deficiency in SDMS’ performance of its obligations under this Agreement, SDMS will promptly cure such deficiency and, to the extent such deficiency consists of SDMS’ failure to disburse Add-On RSF Revenues to the Commercial PIC, the Mixed-Use PIC and/or the Town, as applicable, due to the negligence or misconduct of SDMS, SDMS will, within 10 days after notice from the Commercial PIC, the Mixed-Use PIC and/or the Town, as applicable, deposit the full amount of such deficiency into the Asphalt Overlay Account, Town Add-On RSF Account and/or PIC Add-On RSF Account, as applicable, together with interest thereon at a rate equal to 2% above the prime rate published in the Wall Street Journal on the date of discovery of such deficiency and notice thereof to SDMS. The Party(ies) performing any such audit will bear the full costs and expense of performing such audit. SDMS’ reasonable costs and expenses incurred in connection therewith, which amount is a Collection Expense, will be paid from Add-On RSF Revenues; provided, however, that SDMS will be responsible for all costs and expenses of any audit which discloses a material deficiency in SDMS’ performance of its obligations under this Agreement to the extent such deficiency is due to the negligence or misconduct of SDMS. SECTION 3 General 3.1. Covenants of the Parties. (a) Representations and Warranties. Each Party hereby represents and warrants to and for the benefit of the other Parties: 1. That it has full power and legal authority to enter into this Agreement; 2. That it has taken or performed all acts or actions that may be required by statute or charter to confirm its authority to execute, deliver and perform each of its obligations under this Agreement; and 3. That neither the execution and delivery of this Agreement, nor compliance with any of the terms, covenants or conditions of this Agreement will result in a violation of or default under any other agreement or contract to which it is a party or by which it is bound. 8 1013284.6 - Interim (b) Information. Each Party will provide such information reasonably requested by the other Parties from time to time to allow such Parties to fulfill their respective obligations under this Agreement, the Commercial Declaration and the Mixed- Use Declaration, as applicable. (c) Cooperation. The Parties will cooperate with each other and will undertake any reasonably necessary action that is required to support or assist in the collection, remittance and reporting of all Add-On RSF Revenues payable by Add-On RSF Obligors pursuant to the Commercial Declaration and the Mixed-Use Declaration. 3.2. Nature of Add-On RSF. The Parties acknowledge and understand that: (i) the Add-On Retail Sales Fee is a charge imposed pursuant to the Commercial Declaration and the Mixed-Use Declaration for the benefit of the Commercial PIC and the Mixed-Use PIC, respectively, and other beneficiaries specified therein and not through the exercise of any power by the Town; (ii) the Add-On RSF Revenues are not tax revenues in any form; (iii) all Add-On RSF Revenues are the property of the PICs and the Town to be used for the purposes set forth in the Commercial Declaration and the Mixed-Use Declaration; and (iv) SDMS’ role in assisting the PICs to collect the Add-On RSF Revenues is derived through this Agreement and is limited by and will be exercised only in accordance with the terms of this Agreement. 3.3. Bankruptcy of Add-On RSF Obligors. If any Party receives actual notice in writing with respect to any action in the bankruptcy of any Add-On RSF Obligor, such Party will, as soon as practicable, give notice or convey copies of such notice which it received to the other Parties. 3.4. Limitation of SDMS Duties. The duties and responsibilities of SDMS are limited to those expressly and specifically stated in this Agreement. SDMS will not be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Agreement and made in compliance with the provisions hereof. SDMS will not be personally liable or responsible for any act which it may do or omit to do hereunder, while acting with commercially reasonable care, except for duties expressly imposed upon SDMS hereunder or as otherwise expressly provided herein. SDMS will neither be under any obligation to inquire into or be in any way responsible for the performance or nonperformance by the Commercial PIC, the Mixed-Use PIC or the Town of any of their respective obligations under this Agreement, the Commercial Declaration or the Mixed-use Declaration, nor will SDMS be responsible in any manner for the recitals, statements or provisions contained in this Agreement, the Commercial Declaration or the Mixed-Use Declaration, or in any proceedings taken in connection therewith, such recitals, statements and provisions being made solely by the Commercial PIC, the Mixed- Use PIC and the Town, as applicable. Nothing in this Agreement creates any obligation or liability on the part of SDMS to anyone other than the PICs and the Town. 3.5. Compensation. In consideration of SDMS’ performance of services under this Agreement, SDMS will receive the Collection Expenses as determined by the Parties and described in Exhibit E and elsewhere in this Agreement. The rates described in Exhibit E will be subject to annual adjustment by the written mutual consent of the PICs and the Town, which adjustment will not require an amendment to this Agreement. No new fee schedule will become effective until 30 days after SDMS has given the PICs and the Town written notice thereof. 9 1013284.6 - Interim Except with respect to specific matters expressly addressed in other provisions of this Agreement to the contrary, all Collection Expenses will be paid from Add-On RSF Revenues. No later than the 20th day of each calendar month, SDMS will submit to the PICs and the Town a billing statement of the total Collection Expenses incurred by SDMS during the prior calendar month (each, a “Monthly Fee Statement”). The PICs and the Town will have 20 days from receipt of the applicable Monthly Fee Statement to approve, reject or approve in part and reject in part the Monthly Fee Statement in writing to SDMS. If the PICs and the Town both fail to provide such written notice to SDMS on or before the expiration of such 20-day period, the Monthly Fee Statement will be deemed approved by both the PICs and the Town. If the PICs and the Town approve the applicable Monthly Fee Statement, SDMS may deduct, and is hereby expressly authorized to deduct, from the Add-On RSF Revenue the applicable Collection Expense as set forth in such approved Monthly Fee Statement. If the Commercial PIC, Mixed-Use PIC and/or the Town approve in whole or in part the applicable Monthly Fee Statement, SDMS may deduct, and is hereby expressly authorized to deduct, from the Add-On RSF Revenue the portion of the Collection Expenses set forth in such Monthly Fee Statement approved by the PICs and the Town, if any. With respect to resolution of any Collection Expenses rejected in whole or in part by the Commercial PIC, Mixed-Use PIC and/or the Town, the applicable Parties will proceed pursuant to Section 3.20. Without limitation of the foregoing: (a) Prior to and including the day of the Tax Credit Termination, the Town will be solely responsible for payment of SDMS’ Collection Expenses for administration of the Add-On RSF Revenues pursuant to this Agreement. (b) From and after the day after the occurrence of the Tax Credit Termination, the PIC will be solely responsible for payment of SDMS’ Collection Expenses for administration of the Add-On RSF Revenues pursuant to this Agreement. (c) The PICs will be solely responsible for payment of SDMS’ reasonable costs and expenses, including attorneys’ fees, incurred prior to execution of this Agreement for negotiation of this Agreement and for activities in furtherance of entering into this Agreement, such payment to be made within 30 days after receipt of SDMS’ invoice therefor. 3.6. Resignation; Removal. (a) General. Notwithstanding any provision to the contrary in this Agreement, SDMS’ obligation to remit to the PICs and the Town any and all Add-On RSF Revenues received by SDMS pursuant to the terms and conditions of this Agreement will survive any resignation or removal of SDMS pursuant to this Section 3.6 until all such Add-On RSF Revenues have been remitted to the PICs and/or the Town or control over such funds has been transferred to a successor Add-On RSF Collection Agent. No resignation or removal of SDMS will take effect until a successor Add-On RSF Collection Agent has been appointed by the PICs, with the consent of the Town; provided, however, if no successor is appointed by the end of 90 days after delivery of written notice to SDMS of such removal, SDMS may petition a court of competent jurisdiction to appoint a successor. 10 1013284.6 - Interim (b) SDMS Resignation. SDMS may resign as the PICs’ and the Town’s agent under this Agreement by submitting a written notice of resignation to the PICs and the Town, given not less than 90 days before the date upon which such resignation is intended to take effect. SDMS’ resignation will be effective on the resignation date set forth in such notice. Notwithstanding the foregoing, except in the event the Commercial PIC, Mixed-Use PIC and/or the Town have rejected Monthly Fee Statements in whole or in part pursuant to Section 3.5, if SDMS’ Collection Expenses have not been paid for a period of two consecutive months, SDMS may resign as the PICs’ and the Town’s agent under this agreement by submitting a written notice of resignation to the PICs and the Town, given not less than 30 days before the date upon which such resignation is intended to take effect and SDMS’ resignation will be effective on the resignation date set forth in such notice; provided, however, if the Commercial PIC, Mixed-Use PIC and/or the Town cure such default within such 30-day period, SDMS’ written notice of resignation will be deemed null and void and of no further force or effect. (c) SDMS Removal. The PICs, with prior written consent of the Town, may remove SDMS as the PICs’ and the Town’s agent for collection of the Add-On RSF Revenues at any time with or without cause. Any such removal action will be effective immediately upon delivery of written notice by the PICs of such removal to SDMS unless the notice specifies a later removal date. 3.7. Assignment; Binding Effect. Except for the collateral assignment of this Agreement by the Commercial PIC and/or the Mixed-Use PIC to any secured lender of the Commercial PIC or the Mixed-Use PIC, as applicable, which assignment will not require the consent of any other Party, this Agreement will not be assigned by any Party for any reason other than to a successor by operation of law or with the prior written consent of the other Parties. This Agreement will inure to the benefit of and will be binding upon the Parties and their duly authorized successors and assigns. Whenever in this Agreement the Commercial PIC, the Mixed-Use PIC, the Town or SDMS is named or is referred to, such provision is deemed to include any successor of the Commercial PIC, the Mixed-Use PIC, the Town or SDMS, respectively, immediate or intermediate, whether so expressed or not. Any corporation or other legal entity into which a Party may be merged or converted or with which a Party may be consolidated or any corporation or other legal entity resulting from any merger, conversion, sale, consolidation or transfer to which that Party may be a party or any corporation or other legal entity to which a Party may sell or transfer all or substantially all of its assets will be the successor to such Party without the execution or filing of any document or any further act, anything herein to the contrary notwithstanding. All of the stipulations, obligations, and agreements by or on behalf of and other provisions for the benefit of the Commercial PIC, the Mixed-Use PIC, the Town or SDMS contained in this Agreement (a) will bind and inure to the benefit of any such successor, and (b) will bind and inure to the benefit of any officer, board, council, agent, or instrumentality to whom or to which there will be transferred by or in accordance with law any relevant right, power, or duty of the Commercial PIC, the Mixed-Use PIC, the Town or SDMS, or of their respective successors. 3.8. Amendment. This Agreement may only be amended, changed, modified or altered by an instrument in writing duly executed by each Party. 11 1013284.6 - Interim 3.9. Computation of Time. In computing a period of days, the first day will be excluded and the last day will be included. If the last day of any period is not a business day, the period will be extended to include the next succeeding business day. If a number of months is to be computed by counting the months from a particular day, the period will end 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 will end on the last day of that month. 3.10. Payments Due on a Day other than a Business Day. 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 Agreement will be a day other than a business day, such payment may be made, or such act performed, or such right may be exercised on the next succeeding business day with the same force and effect as if done on the nominal date provided in this Agreement. 3.11. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof and this Agreement will be reformed to most completely effectuate the intent of the Parties as reflected in the Agreement prior to such severance, including the intent of the severed provision to the extent such provision may be so reformed to cure the invalidity or unenforceability. 3.12. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument. 3.13. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. 3.14. No Indemnification by SDMS. SDMS will have no obligation to indemnify, hold harmless or defend the PICs, the Town or any other Person for any purpose whatsoever. 3.15. Indemnification by PICs and the Town. The PICs, by execution of this Agreement by its authorized representative, each hereby agrees to indemnify, defend and hold SDMS, its officers, directors, stockholders, and employees harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened under this Agreement arising from or out of any claim in connection with the performance of any of the obligations of SDMS to be performed under this Agreement (for purposes of this Section 3.15, collectively, “Liabilities”) except to the extent such Liabilities are caused by the negligence, willful misconduct or material breach of this Agreement by SDMS, its officers or employees. To the extent permitted by applicable law, the Town, by execution of this Agreement by its authorized representative, each hereby agrees to indemnify, defend and hold SDMS, its officers, directors, stockholders, and employees harmless from any and all Liabilities except to the extent such Liabilities are caused by the negligence, willful misconduct or material breach of this Agreement by SDMS, its officers or employees. 12 1013284.6 - Interim 3.16. Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provision or Section of this Agreement. 3.17. Time of the Essence. Time is of the essence in the performance of the obligations from time to time imposed upon SDMS by this Agreement. 3.18. Notice. Any notice or other information to be given hereunder will be delivered personally or mailed postage prepaid, return receipt requested, to the following addresses: If to SDMS: Special District Management Services, Inc. 141 Union Boulevard Suite 150 Lakewood, Colorado 80228 Attn: Lisa Jacoby With a required copy to: Krendl Krendl Sachnoff & Way, P.C. 370 17th Street, Suite 5350 Denver, Colorado 80202 Attn: Cathy S. Krendl If to Commercial PIC: The Village (at Avon) Commercial Public Improvement Company P.O. Box 9429 Avon, Colorado 81620 Attn: Dan Leary With required copy to: Otten Johnson Robinson Neff + Ragonetti PC 950 17th Street, Suite 1600 Denver, Colorado 80202 Attn: Munsey L. Ayers If to Mixed-Use PIC: The Village (at Avon) Mixed-Use Public Improvement Company P.O. Box 9429 Avon, Colorado 81620 Attn: Dan Leary With required copy to: Otten Johnson Robinson Neff + Ragonetti PC 950 17th Street, Suite 1600 Denver, Colorado 80202 Attn: Munsey L. Ayers 13 1013284.6 - Interim If to Town: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Manager With required copy to: Town of Avon P.O. Box 975 One Lake Street Avon, Colorado 81620 Attention: Town Attorney or such other address as a Party may, by written notice to the other Party or Parties, hereafter specify. Any notice will be deemed to be given upon mailing. The Parties may also specify, in writing, a different method for conveying notices or information. 3.19. Dispute Resolution. Any dispute arising under this Agreement that is not resolved by the applicable Parties, within 45 days or such other period as may be specifically set forth in this Agreement may be submitted by any of the Parties, including SDMS, for binding arbitration to a single arbiter of the Judicial Arbiter Group, 1601 Blake Street, Suite 400 Denver, Colorado 80202, utilizing a trial to the court model under streamlined rules and procedures to be mutually agreed upon by the applicable Parties or, if the Parties are not able to agree, as directed by the arbiter. The arbiter’s decision will be final and non-appealable to the courts. Except to the extent such fees and costs are caused by the negligence, willful misconduct or material breach of this Agreement by SDMS, its officers or employees, all of SDMS’ reasonable attorneys’ fees and costs arising from an arbitration, which is a Collection Expense, will be paid from Add-On RSF Revenues. 3.20. Termination. Notwithstanding any other provision in this Agreement, this Agreement shall automatically terminate and shall be superseded and replaced by the Add-On Retail Sales Fee Services Collection Agreement dated _______, entered into by the Parties as part implementation of the Annexation and Development Agreement and as contemplated by the Receipt and Escrow Agreement Pertaining to the Village (at Avon) Settlement Implementation (“Receipt and Escrow Agreement”) upon the occurence of the Implementation Date as defined in the Receipt and Escrow Agreement. The Commercial PIC or the Mixed-Use PIC may terminate this Agreement at any time by providing written notice to the Parties. Any Add-On RSF Revenues arising from the imposition of the Add-On RSF prior to the date of Termination of this Agreement shall be remitted to the Town when received by SDMS, less Collection Expenses, even if such Add-On RSF Revenues are received after Termination of this Agreement or if remittance of such Add-On RSF Revenues would not be consistent with the terms of the Annexation and Development Agreement or the Add-On Retail Sales Fee Services Collection Agreement dated _______. [Signature Pages Follow This Page] 14 1013284.6 - Interim IN WITNESS WHEREOF, the Commercial PIC, the Mixed-Use PIC, the Town and SDMS have caused this Agreement to be executed as of the day and year first above written. COMMERCIAL PIC: THE VILLAGE (AT AVON) COMMERCIAL PUBLIC IMPROVEMENT COMPANY, a Colorado nonprofit corporation By: Name: Title: 15 1013284.6 - Interim MIXED-USE PIC: THE VILLAGE (AT AVON) MIXED-USE PUBLIC IMPROVEMENT COMPANY, a Colorado nonprofit corporation By: Name: Title: 16 1013284.6 - Interim TOWN: TOWN OF AVON, a home rule municipal corporation of the State of Colorado By: Name: Title: Approved as to legal form by: Eric J. Heil, Esq., Town Attorney 17 1013284.6 - Interim SDMS: SPECIAL DISTRICT MANAGEMENT SERVICES, INC., a Colorado corporation By: Name: Title: A-1 1013284.6 EXHIBIT A Definitions For purposes of the attached Add-On RSF Collection Services Agreement, the following terms have the following meanings, unless the context requires otherwise. Further, unless the context requires otherwise, the singular of any term includes the plural, and any reference to a Section or Exhibit is to a Section or Exhibit of the attached Add-On RSF Collection Services Agreement. 1. Add-On Retail Sales Fee. In accordance with the Declarations, the component of the Retail Sales Fee (as defined in the Declarations), which is set at rate(s) to be established by the Commercial PIC and the Mixed-Use PIC, as applicable, as declarant under the Commercial Declaration and the Mixed-Use Declaration, respectively, in accordance with the terms, limitations and conditions of the Commercial Declaration or the Mixed-Use Declaration, as applicable, and which will be applied to Taxable Transactions (retail sales transactions only and no other Taxable Transactions) initiated, consummated, conducted, transacted or otherwise occurring from or within any portion of the Property, but which is not offset by a credit against the Sales Tax. For purposes of communications to Add-On RSF Obligors and/or the general public, the PICs may designate the Add-On Retail Sales Fee as the “Retail Sales Fee” or “RSF” or such other term as the PICs may determine and designate in writing to SDMS, in which case the applicable forms will be modified to reflect the desired terminology and the term Add-On Retail Sales Fee as used in this Agreement will be construed in all instances to refer to such term as the PICs have designated from time to time. 2. Add-On RSF Collection Agent. The entity engaged by the PICs and the Town as the collecting agent for disbursement and accounting of the Add-On RSF Revenues pursuant to this Agreement as in effect from time to time. 3. Add-On RSF Obligor List. As defined in Section 1.2. 4. Add-On RSF Obligor(s). Any Person(s) who, by virtue of being the seller in an Add-On RSF Retail Activity transaction is obligated to collect and remit an Add-On Retail Sales Fee pursuant to the terms of the Commercial Declaration or Mixed-Use Declaration, as applicable. 5. Add-On RSF Reporting Form. A report of Add-On RSF Revenues payable by each Add-On RSF Obligor, in substantially the form set forth in Exhibit B (or as otherwise required by the Information from time to time, a copy of which form is delivered to SDMS by the PICs in advance of its effective date) which, together with remittance of the Add-On RSF Revenues payable and a copy of the corresponding Town Sales Tax report, is to be prepared by each Add-On RSF Obligor and delivered to SDMS on or before each Fee Remittance Date for the immediately preceding Reporting Period. 6. Add-On RSF Retail Activity(ies). The following retail sales transactions which are subject to the Add-On Retail Sales Fee pursuant to the Declarations: any exchange of goods or services for money or other media of exchange that is a Taxable Transaction (retail sales A-2 1013284.6 transactions only and no other Taxable Transactions) and is initiated, consummated, conducted, transacted or otherwise occurs from or within any portion of the Property. 7. Add-On RSF Revenues. The revenues generated from imposition and collection of the Add-On Retail Sales Fee pursuant to the terms of the Declarations, together with all interest earned thereon while on deposit with SDMS. 8. Agreement. As defined in the introductory paragraph, this Add-On Retail Sales Fee Collection Services Agreement between the Parties, as amended and supplemented from time to time. 9. Annexation and Development Agreement. The Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) dated as of _____________, 20____ and entered into by and among the Town, Traer Creek Metropolitan District, Traer Creek LLC and, with respect to certain portions of the Property, EMD Limited Liability Company, all as parties, and Avon Urban Renewal Authority, the PICs and, with respect to certain portions of the Property, EMD Limited Liability Company, all as limited parties, and recorded in the Records on or about even date herewith, as amended from time to time. 10. Collection Expense. Any and all fees (including without limitation, Stand-By Fees), costs, expenses, compensation, reimbursements (including without limitation, dispute resolution costs and charges for out-of-pocket expenses such as postage, facsimiles, letterhead, envelopes, printing, etc. for which a receipt is submitted with the applicable Monthly Fee Statement) and other charges due and owing to SDMS in connection with and pursuant to the terms of this Agreement. 11. Commercial Declarant. Traer Creek-RP, LLC, a Colorado limited liability company, or any successor-in-interest or transferee who takes title to any portion of the Commercial Property for the purpose of development and/or sale and is designated as Declarant in an instrument recorded in the Records, as more particularly set forth in the Commercial Declaration. 12. Commercial Declaration. That certain Declaration of Covenants for The Village (at Avon) Commercial Areas made as of May 8, 2002 by Traer Creek LLC, a Colorado limited liability company, as declarant, and recorded in the Records on May 8, 2002 at Reception No. 795012, as amended by that certain First Amendment to Declaration of Covenants for The Village (at Avon) Commercial Areas recorded in the Records on June 10, 2008 at Reception No.200812111, as amended by that certain Second Amendment to Declaration of Covenants for The Village (at Avon) Commercial Areas recorded in the Records on _________, 20___ at Reception No. ____________, as amended, supplemented or replaced from time to time in accordance with the terms and conditions set forth therein. 13. Commercial PIC. As defined in the introductory paragraph of this Agreement. 14. Commercial Property. The property defined as the “Property” in the Commercial Declaration and legally described in Exhibit A to the Commercial Declaration, upon which the Commercial Declarant and its affiliates are developing and intend to further develop a phased, commercial and retail development. A-3 1013284.6 15. Credit Retail Sales Fee. As defined in Recital B and Recital C, as applicable. 16. Credit RSF Revenues. The revenues generated from the imposition of the Credit Retail Sales Fee (as defined in the Declarations). 17. Declarations. Collectively, the Commercial Declaration and the Mixed-Use Declaration. 18. Director of Finance. The director of finance for the Town, provided that if there is no director of finance for the Town at any time for whatever reason, the “Director of Finance” for all purposes under this Agreement will refer to the Town Manager or the person designated by the Town Manager in writing to the PICs and SDMS. 19. Effective Date. As defined in the introductory paragraph of this Agreement. 20. Exhibits. Individually, one of the following Exhibits to this Agreement and/or, collectively, all of the following Exhibits to this Agreement, as the context dictates, which Exhibits are incorporated into and made a part of this Agreement: Exhibit A: Definitions Exhibit B: Form of Add-On RSF Reporting Form Exhibit C: Form of Monthly Add-On RSF Report Exhibit D: Audit Procedures Exhibit E: SDMS Fee Schedule 21. Fee Remittance Date. With respect to Add-On RSF Revenue payments to be made by Add-On RSF Obligors, the date on which the corresponding Sales Tax amount is due and payable to the Town. 22. Information. Any written information or guidelines, as amended and supplemented from time to time, prepared by the PICs and the Town, with the approval of the Commercial Declarant and the Mixed-Use Declarant, regarding the calculation, payment and reporting of the Add-On Retail Sales Fee. 23. Joint Notice. As defined in Section 1.4(b)1(B) of this Agreement. 24. Mixed-Use Declarant. Traer Creek LLC, a Colorado limited liability company, or any successor-in-interest or transferee who takes title to any portion of the Mixed-Use Property for the purpose of development and/or sale and is designated as Declarant in an instrument recorded in the Records, as more particularly set forth in the Mixed-Use Declaration. 25. Mixed-Use Declaration. That certain Declaration of Covenants for The Village (at Avon) Mixed-Use Areas made as of May 8, 2002 by Traer Creek LLC, a Colorado limited liability company, as declarant, and recorded in the Records on May 8, 2002 at Reception A-4 1013284.6 No. 795013, as amended by that certain First Amendment to Declaration of Covenants for The Village (at Avon) Mixed-Use Areas recorded in the Records on __________, 20___ at Reception No. ______________, as amended, supplemented or replaced from time to time in accordance with the terms and conditions set forth therein. 26. Mixed-Use PIC. As defined in the introductory paragraph of this Agreement. 27. Mixed-Use Property. The property defined as the “Property” in the Mixed-Use Declaration and legally described in Exhibit A to the Mixed-Use Declaration, upon which the Mixed-Use Declarant and its affiliates are developing and intend to further develop a phased, mixed-use development. 28. Monthly Add-On RSF Report. The written report that SDMS is required under the terms of this Agreement to prepare for each calendar month during the term of this Agreement and distribute to the PICs and the Town, which report will be substantially in the form and contain the information set forth in Exhibit C. 29. Monthly Fee Statement. As defined in Section 3.5 of this Agreement. 30. Party(ies). Individually, a signatory to this Agreement and, collectively, all signatories to this Agreement. 31. Person. Any individual, partnership, corporation, limited liability company, association, trust or other type of entity or organization. 32. PIC Add-On RSF Account. The bank account established or to be established for the benefit of the PICs for the purpose of SDMS depositing, in accordance with the requirements of Section 1.4, Add-On RSF Revenues received from Add-On RSF Obligors who have engaged in Add-On RSF Retail Activities within the Property within the applicable Reporting Period. 33. PICs. Collectively, the Commercial PIC and the Mixed-Use PIC. 34. Property. Collectively, the Commercial Property and the Mixed-Use Property. 35. Records. The real property records of the Clerk and Recorder for Eagle County, Colorado. 36. Reporting Period. Pursuant to applicable Town regulations, the period of time (which may be monthly, quarterly or such other frequency as the applicable regulations may require) with respect to which a Sales Tax obligor is required to file a periodic report of Taxable Transactions and remit Sales Taxes thereon. 37. Retail Sales Fee or RSF. Is defined in the Declarations. 38. Sales Tax(es). The tax levied by the Town pursuant to the Sales Tax Regulation. A-5 1013284.6 39. Sales Tax Regulation. Chapter 3.08 of the Town Municipal Code, and any regulations promulgated pursuant thereto, as such chapter may be amended, restated or replaced from time to time. 40. SDMS. As defined in the introductory paragraph of this Agreement, Special District Management Services, Inc., a Colorado corporation, together with its successors and any of its assigns as permitted under the terms and conditions of this Agreement, which, pursuant to this Agreement, is the Add-On RSF Collection Agent. 41. Stand-By Fees. As defined in Exhibit E. 42. Taxable Transaction. Any transaction by which a Person acquires for any consideration or uses within the Town any tangible personal property or service that is subject to the Sales Tax or would be subject to the Sales Tax but for any credit of such tax the Town may make pursuant to the Annexation and Development Agreement and, in addition, any other transaction for, or the use of, any personal property or service that the Commercial PIC and/or the Mixed-Use PIC may designate from time to time as a Taxable Transaction. If the Town stops levying the Sales Tax generally, the term “Taxable Transaction” will mean any transaction by which a Person acquires for any consideration or uses within the Town any tangible personal property or service that would have been subject to the version of the Sales Tax last in effect and, in addition, any other transaction for, or the use of, any personal property or service that the Commercial PIC and/or Mixed-Use PIC may designate from time to time as a Taxable Transaction. 43. Town. As defined in the introductory paragraph of this Agreement. 44. Town Add-On RSF Account. The bank account established or to be established for the benefit of the Town for the purpose of SDMS depositing, in accordance with the requirements of Section 1.4, Add-On RSF Revenues received from Add-On RSF Obligors who have engaged in Add-On RSF Retail Activities within the Property within the applicable Reporting Period. B-1 1013284.6 EXHIBIT B Form of Add-On RSF Reporting Form C-1 1013284.6 EXHIBIT C Form of Monthly Add-On RSF Report D-1 1013284.6 EXHIBIT D Audit Procedures • Obtain listing of all Sales Tax and business licenses obtained by businesses within the Property from the Director of Finance and obtain the Add-On RSF Obligor List as of the end of the applicable calendar year required to be maintained by SDMS and perform the following: ¤ Compare the businesses reflected on the listing provided by the Director of Finance to the businesses included on the Add-On RSF Obligor List; and ¤ Compare the dates of the business licenses that were obtained for each business according to the Town’s records to those dates provided on the Add-On RSF Obligor List. • Randomly select a sample of Add-On RSF Reporting Forms from each Add-On RSF Obligor submitted to SDMS and perform the following: ¤ Determine if each Add-On RSF Reporting Form and related Add-On RSF Revenues were submitted on or before the Fee Remittance Date for the applicable Reporting Period; ¤ Determine, if the Add-On RSF Reporting Forms were not remitted on or before the Fee Remittance Date, SDMS sent a first delinquency notice by certified mail to the Add-On RSF Obligor not later than the 15th day following the applicable Fee Remittance Date; ¤ Mathematically recalculate the Add-On Retail Sales Fee amounts due and payable based on the Add-On RSF Retail Activities reported by each Add-On RSF Obligor for each Add-On RSF Reporting Form; ¤ Reconcile the Add-On RSF Revenues remitted by each Add-On RSF Obligor to bank deposit receipts prepared by SDMS; and ¤ Review the bank deposit slips prepared by SDMS for evidence that the Add-On RSF Revenues were correctly deposited in the Asphalt Overlay Account, the Town Add-On RSF Account and the PIC Add-On RSF Account, as applicable, not later than the seventh business day after receipt of any Add-On RSF Revenues from Add-On RSF Obligors. E-1 1013284.6 EXHIBIT E SDMS Fee Schedule For performance of services SDMS fees are billed monthly. The current hourly rate as of the Effective Date is $130.00 per hour. For so long as SDMS is performing collection services with respect to the Credit RSF Revenues pursuant to a separate agreement, SDMS will not charge an hourly rate or other Collection Expense rates (excluding third-party invoices paid by SDMS that are reimbursable as a Collection Expense) under this Agreement that exceeds such rates charged by SDMS for its services under the agreement pertaining to collection of the Credit RSF Revenues. A minimum monthly charge of two hours will be billed as a stand-by fee (“Stand-By Fee”), provided that the Stand-by Fee will be waived to the extent of actual hours billed. The hourly rate will increase annually on the anniversary date of the Effective Date in accordance with the Denver/Boulder Consumer Price Index. TOWN COUNCIL REPORT To: Honorable Mayor Rich Carroll and Avon Town Council From: Virginia Egger, Town Manager / Patty McKenny, Asst. Town Manager Date: October 18, 2013 Topic: Intergovernmental Agreement between Town of Avon and ERWSD for Leased Office Space at the Swift Gulch Modular Building Town of Avon staff and the Eagle River Water and Sanitation District have negotiated an annually renewable 5-year lease for a portion of the administrative offices in the Swift Gulch Modular Building. The space will be used by District field personnel. The proposed Intergovernmental Agreement is attached. Highlights of the terms are as follows: Term: One year lease beginning December 1, 2013, with an automatic renewal, on same terms and conditions for up to five additional one-year terms. Premises: The premises include 1,700 square feet within the Modular Building at Swift Gulch, formerly used by Public Works and Transit personnel who are moving into the new I-70 ROTF November 1st. The lease allows the Town to continue using the office spaces, which are not leased to ERWSD or engage in the leasing of this residual space to other governmental agencies, including consulting with ERWSD to ensure compatible uses. Lease Amount: The lease amount was derived from current lease rates at the Season’s, $17/square foot, adjusted down for the location and condition of the building, for a recommended Year 1 lease of $15/square foot. Water, sewer and natural gas utility charges will be paid by ERWSD. Electricity is on a shared Town meter and will be paid by the Town. This lease amount was validated in a conversation with a local commercial broker, as being fair and consistent with the market on the north side of the highway. The lease amount may be adjusted each year based upon current market rates. Termination: Either party may terminate the lease by providing written notice not later than June 1st of the next renewal term. Liability and Indemnification: As required by the Town Attorney Heil. Recommended Council Action: Motion and vote to approve an Intergovernmental Agreement between Town of Avon and ERWSD for Leased Office Space at the Swift Gulch Modular Building AVON-ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 1 of 6 INTERGOVERNMENTAL AGREEMENT FOR LEASED OFFICE SPACE AT THE SWIFT GULCH MODULAR BUILDING THIS INTERGOVERNMENTAL AGREEMENT (“IGA”) is entered into on__________, 2013, between the Eagle River Water & Sanitation District (“ERWSD”) of Eagle County, doing business as a Colorado Special District, located at 846 Forest Road, Vail, Colorado, and the Town of Avon (“Avon”), a Colorado Home rule municipality, located at One Lake Street, Avon, Colorado (individually at “Party” and collectively, the “Parties”). This IGA sets forth the terms and conditions for ERWSD to lease administrative office space and associated parking spaces from Avon in the Swift Gulch Modular Building (“Modular Building”), located at 500 Swift Gulch Road, Avon, Colorado. The Modular Building and parking spaces together constitute the Premises being leased (“Premises”). RECITALS WHEREAS, ERWSD staff have toured the Modular Building for the purpose of leasing administrative space to be used by District field personnel and understand the site and facility capacities and conditions for that purpose; and WHEREAS, the Parties anticipate that ERWSD will lease a portion of the Modular Building for administrative office space, as contemplated herein, throughout the period of time it takes to construct a ERWSD permanent facility at another site; and WHEREAS, the Parties have evaluated the parking needs of ERWSD for its District-owned vehicles and vehicles owned by its employees and found that adequate parking spaces are available to meet ERWSD parking needs; and WHEREAS, ERWSD understands Avon shall continue to use the space for Town storage and/or personnel, and WHEREAS, ERWSD understands Avon my wish to lease any uncommitted space to other governmental jurisdiction and will, in consultation with ERWSD, ensure the nature of the work of any other jurisdiction is compatible with the administrative uses of ERWSD; and WHEREAS, this IGA is authorized pursuant to §29-1-201 and §30-11-101, Colorado Revised Statutes, as amended, and Article XIV, Section 18, of the Colorado Constitution. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Avon and ERWSD, the Parties do hereby agree as follows: 1. Term. The term (“Term”) of this IGA shall be for one (1) year, commencing December 1, 2013 and ending November 30, 2014, unless earlier terminated as hereinafter provided. 2. Renewal Term. The Term of this IGA shall automatically renew on the same terms and conditions for up to five (5) additional one-year Terms, each Term commencing on AVON-ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 2 of 6 December 1 and ending on November 30 of the succeeding calendar year. ERWSD may elect to not renew this IGA by providing written notice to Avon no later than June 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance written notice). 3. Premises. 3.1 Modular Building. ERWSD shall lease 1,700 square feet of space within the Modular Building, as depicted on Exhibit A, for use as office and storage space for the Term of this IGA. ERWSD may reduce the square footage of space leased by giving written notice to Avon no later than June 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance written notice). The leased Premises of the building are located on the northern most portion of the Swift Gulch parcel, 500 Swift Gulch Road. In addition, ERWSD shall have access to and use of common areas, including and limited to: Men’s and Women’s restrooms, hallways, break room/kitchen/meeting room. ERWSD understands that Avon shall utilize other spaces in the Premises for its own use and that Avon will also use common areas. It is also understood by Parties that these other vacant office spaces may be leased by other governmental agencies, but only in consultation with ERWSD to ensure the nature of the work of any other jurisdiction is compatible with the administrative uses of ERWSD. 3.2 Parking. ERWSD owned vehicles and employee personal vehicles will use the upper parking lot on the northern side of the modular building. District vehicles may be kept at this location during the seven (7) day work week, but employee personal vehicles are allowed only during hours working for ERWSD. Avon will not provide engine heaters for ERWSD vehicles. 4. Parking at the site may be relocated as determined by the Avon Fleet Manager in order to manage and accommodate the various uses at the Swift Gulch site. 5. Lease Payment Amount. 5.1 Rent in Year 1 shall be calculated at the amount of $15.00 per square foot times the 1,700 square feet to be leased, or an annual amount of $25,500.00. Rent shall be due and payable on the first day of each month in twelve (12) monthly installments of $2,125.00. 5.2 Rent may be adjusted each subsequent year based upon market rates for office space on the north side of I-70, as determined by Avon. Avon shall present any proposed change to ERSWD not later than May 1st of each year for a subsequent year adjustment. Parties shall work together in a reasonable manner to reach agreement on any lease rate change. 5.3 The utility charges, including water, sewer and natural gas, will be transferred into the name of ERWSD and paid by ERSWD, except for the electricity charges which will be paid by Avon and is included in the monthly Rent in Section 5.1 above. 6. ERWSD shall make lease payment to Avon within thirty (30) days after receiving an invoice. AVON-ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 3 of 6 7. Budgeting and Appropriation. ERWSD’s obligations under this Agreement are subject to ERWSD’s annual right to budget and appropriate the sums necessary to lease the spaces provided herein. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of ERWSD within the meaning of any constitutional or statutory debt limitation. Notwithstanding anything to the contrary contained in this IGA, ERWSD shall have no obligations under this IGA with respect to any period after the end of the fiscal year in which funds have been appropriated. 8. Variable Use Charges. The following commodities and services are also available on-site for purchase by ERWSD on a variable quantity or “per use” basis. ERWSD shall pay Avon for use or consumption of these commodities that are available within thirty (30) days after receiving an invoice. The unit price or mark-up rate listed herein for these variable use items sets the cost for 2013/2014. Avon reserves the right to adjust these prices in future years by providing six (6) months prior written notice to ERWSD, which adjustment shall constitute an amendment to this IGA. 8.1 Diesel and Gasoline Fuel – at cost plus $0.10 per gallon (requires a card key specific to each vehicle to access dispensers). 8.2 Vehicle Fluids/Wash – Avon operates an enterprise fund for the vehicle fluids and wash bay and reserves the right to annually adjust vehicle wash prices each year. The initial rates are as follows: Vehicles 35’ or larger at $66 per wash and small vehicles at $29 per wash. Vehicle washing/fluids and interior cleaning are included in these rates. 8.3 Fleet Maintenance Service Discount – At the option of ERWSD, vehicles which are designated and stored at the Premises will receive a 7% per hour labor only discount. Fleet maintenance services include mechanical, electrical and body work. Avon’s hourly rates for fleet maintenance services may be amended from time to time to reflect increases in labor costs. 8.4 Billing for Services - Payment is due in full within thirty (30) days of receipt of the invoice. 9. Payment Location. Lease Payment and Variable Use Charges shall be tendered at the Avon Town Hall, One Lake Street, Avon, CO 81620, or may be mailed to Town of Avon, P.O. 975, Avon, CO 81620, attention Director of Finance. 10. Limits on Use. No other services by Avon are included other than those explicitly listed herein. Other uses of the Premises are not permitted without Avon’s written consent and will be considered a breach of this IGA. The following additional limitations on use apply: 10.1 ERWSD agrees that use of the Premises is “at your own risk”. 10.2 Office spaces shall be those designated by Avon in accordance with this IGA. 10.3 All vehicles parked on the Premises included under this IGA shall be maintained in full running order. Avon reserves the right to remove from the Premises, at ERWSD’s cost, any vehicle that has not been restored to full running order by ERWSD or their assigns for a period of more than thirty (30) days . AVON-ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 4 of 6 10.4 ERWSD agrees to keep the leased portion of the Premises clean, sanitary, and in good condition and, upon termination of the IGA, vacate the Premises to Avon in a condition equivalent to the condition that existed when the ERWSD initiated site use, except for ordinary wear and tear. 10.5 ERWSD agrees to immediately notify Avon of any defects or dangerous conditions in and about the Premises of which ERWSD becomes aware. ERWSD agrees to reimburse Avon, upon demand by Avon, for the cost of repairing any damage to the Premises caused by acts or omissions of ERWSD. 11. Premises. Avon represents that its facilities are adequately equipped to offer the services described herein. 12. Termination. ERWSD or Avon may terminate this IGA without cause by providing at by providing written notice to Avon not later than June 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance written notice). In the event of any material breach of this IGA by either Party, the other Party may terminate this IGA upon thirty (30) days written notice unless the breach is cured within the thirty (30) day period. 13. Indemnification. To the fullest extent permitted by law, the ERWSD agrees to indemnify and hold harmless the Town of Avon, and its officers and its employees, from and against all liability, claims, and demands, on account of any injury, loss, or damage, which arise out of or are connected with the _leasing of offices and parking spaces, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the ERWSD, or any officer, employee, or agent of the ERWSD, or any other person for whom the ERWSD is responsible. The ERWSD shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, and demands, and to bear all other costs and expenses related thereto, including court costs and attorneys' fees. ERWSD indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by the act, omission, or other fault of the Town of Avon. 14. Insurance Requirements. At all times during the term of this Agreement, ERWSD shall carry and maintain in full force, at ERWSD's expense, the following insurance coverage. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Avon of substantial change or cancellation of coverage or insurance policies. General Comprehensive Liability insurance in an amount of $1,000,000 per person and $2,000,000 per occurrence, including the following coverage: property damage; underground explosion and collapse hazard; and personal injury. Comprehensive Automobile Liability insurance on all owned vehicles used in connection with the services in an amount of $1,000,000 per person and $2,000,000 per occurrence combined single limits for bodily injury and property damage. 15. Relationship of the Parties. The relationship between the Parties is that of independent contractor, and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or ownership interest in the real property. 16. No Waiver of Governmental Immunity. Nothing in this IGA shall be construed to waive AVON-ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 5 of 6 limit, or otherwise modify any governmental immunity that may be available by law to Avon or ERWSD, its respective officials, employees, contractors, or agents, or any other person acting on behalf of Avon or ERWSD, 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. 17. Notice. Any notice, demand, or other communication required or permitted to be given by any provision of the Lease shall be given in writing, delivered personally or sent by certified or registered mail, postage prepaid and return receipt requested, or by overnight courier, with shipping charges prepaid, address as follows: To Avon: Town of Avon Attn: Town Clerk One Lake Street P.O. Box 975 Avon, CO 81620 Phone: 970-748-4000 To ERWSD: Eagle River Water & Sanitation District Attn: General Manager 846 Forest Road Vail, CO 81657 Phone: 970-476-7480 18. No Third-Party Beneficiaries. Nothing contained in this IGA 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 Avon or Eagle River Water & Sanitation District. Absolutely no third-party beneficiaries are intended by this IGA. Any third-party receiving a benefit from this IGA is an incidental and unintended beneficiary only. // Signature Page Follows // AVON-ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 6 of 6 IN WITNESS WHEREOF, the Parties hereto have executed this IGA the day and year first above written. TOWN OF AVON TOWN OF AVON, STATE OF COLORADO, By and through its Mayor ATTEST: ____________________________________ By: ________________________________ Patty McKenny, Town Clerk Rich Carroll, Mayor Date: ______________________________ EAGLE RIVER WATER & SANITATION DISTRICT EAGLE RIVER WATER & SANITATION DISTRICT, By and through its General Manager ATTEST: ____________________________________ By: _____________________________ Clerk to the Board of Directors Linn Brooks General Manager Date: ______________________________ TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, OCTOBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET Avon Council Meeting 13.10.08 Minutes Page 1 1. CALL TO ORDER & ROLL CALL Mayor Carroll called the meeting to order at 5 PM. A roll call was taken and Council members present were Dave Dantas, Chris Evans, Jennie Fancher, Todd Goulding, and Jake Wolf. Buz Reynolds was absent. Also present were Town Manager Virginia Egger, Town Attorney Eric Heil, and Assistant Town Manager/Town Clerk Patty McKenny, as well as members from the public. 2. APPROVAL OF AGENDA Mayor Carroll noted that public comment would be heard both before and after executive sessions. 3. PUBLIC COMMENT Amy Phillips, Avon resident, requested that a discussion about “conflicts of interest” be made during the Urban Renewal Authority meeting. This was noted because the taxing districts include more than just Avon, i.e. school district, ambulance district, etc. as well since there are different boundaries other than town’s boundaries. She encouraged that this discussion should occur around conflicts on any potential future projects that would occur as a result of the authority’s actions. She also requested consideration be given to ensuring that Channel 5 is filming prior to moving with discussions on agenda items. And finally, she asked that staff provide updates to those waiting in the hallway about estimated timeframes on executive sessions. 4. EXECUTIVE SESSION (THIS MEETING IS NOT OPEN TO THE PUBLIC) Councilor Wolfe moved to convene into Executive Session for purposes noted below; Councilor Dantas seconded the motion and the executive session began at 5:10 pm. 4.1. Meet with Town Attorney for the purpose of receiving legal advice pursuant to Colorado Revised Statute §24-6-402(4)(b) related to settlement matters regarding Town of Avon v Traer Creek Metropolitan District, 2008 CV 0385 and Traer Creek, LLC, et.al. v Town of Avon 2010 CV 3 4.2. Meet Pursuant to Colorado Revised Statute §24-6-402(4) (f) for the purpose of discussing personnel matters related to the annual performance review of the Town Manager Mayor Carroll noted that the discussion would be confined only to the purposes of the executive session as stated and that if at any time during the executive session anyone believes that the discussion does not concern the topic and purpose of the executive session, to please raise your objection immediately. The following people were present during the executive session: Mayor Rich Carroll, Councilor Dave Dantas, Councilor Chris Evans, Councilor Jennie Fancher, Mayor Pro Tem Todd Goulding, Councilor Jake Wolf, Town Attorney Eric Heil, Town Manager Virginia Egger and Assistant Town Manager/Town Clerk Patty McKenny for agenda item 4.1. Only council members were present for discussion on agenda item 4.2 (Councilor Buz Reynolds was not present). The Executive Session adjourned at 7 pm and Mayor Carroll noted that regular meeting reconvened and asked if any Council member believed that any discussion in Executive Session was inappropriate and not related to the topic and purpose of the Executive Session to please state their objection at this time. There were no objections stated at this time. TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, OCTOBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET Avon Council Meeting 13.10.08 Minutes Page 2 5. PUBLIC COMMENT Michael Caccioppo, noted two concerns to be addressed 1) damaged signage at the pedestrian way at intersection of Avon Road/Hurd Lane; it always seems to be knocked over, 2) requested that the pothole issues at the recycling center location be repaired. 6. BUDGET WORK SESSION 6.1. Review and Recommendation for Funding 2014 Requests from Outside Agencies - Agency Representatives will be present to answer questions (Virginia Egger, Town Manager) Town Attorney Eric Heil spoke about “conflict of interest” and “appearance of impropriety” related to the review process for funding requests. There was an overview that was presented by Town Manager Virginia Egger who explained the detail of the memo presented in the packet, noting the process, ratings, and recommendations. Representatives from the various groups addressed the Town Council at this time. Chris Romer, VVP EGE Air Alliance: Tim Baker Eagle Valley Alliance for Sustainability: Kim Langmaid Bravo! Vail: Caitlan Murray Red White Brews: Jen Reid Vail Valley Charitable Fund: Michele Maloney Eagle Valley Land Trust: Jason Denhart Walking Mountains: Doug Doosenbury Speak up Reach Out: Molly Fiore Eagle River Youth Coalition: Lucy Cummings Youth foundation: Katie Santambrogio Red Ribbon Project: Denise Kipp Early childhood Partners: Julia Kozusko Eagle County Downpayment Assistance: Tori Franks Augustan Care: Doris Duton Some of the comments for this work session included the following: • Councilor Evans noted that he leases space in his building to Eagle Valley Alliance for Sustainability group in order to be transparent with any appearances of a conflict of interest. The Town Attorney, Eric Heil, indicated that this would be noted and noted that he should not vote on this particular funding request. Councilor Evans also noted that the Eagle River Youth Coalition would be receiving their company’s contribution from money raised from their “Kickball Classic” event. • There was consensus to review the proposal from Augustana Care at another council meeting in November. • Comments from Michael Caccioppo about his concerns with the idea of block voting on the funding requests, noting that this was a bad idea and each should be voted on separately. • Comments about whether or not Council Wolf has the “appearance of a conflict of interest” in light of his employment with Eagle County School District and voting on programs that occur at Avon Elementary School where he is employed. • Council feedback was provided on the funding requests with some suggested amounts that would be included in the final budgets, both general and water fund budgets. TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, OCTOBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET Avon Council Meeting 13.10.08 Minutes Page 3 A short break was taken from 9:45 pm until 9:55 pm. 7. VILLAGE AT AVON UPDATE Eric Heil, Town Attorney, presented an updated on the memo provided in council packet that address the status of finalizing the settlement of litigation related to Village at Avon. Both Linn Brooks, ERWSD and Mike Lindholm, Traer Creek LLC, were present to answer questions. Two issue areas were noted 1) BNP Bank comments related to language about the “call protection” related to the bond issuance, and 2) the amount of escrow required by water authority for storage tank. There have been discussions about scheduling the closing and how that works with attorneys’ schedule over the next couple of months. There was discussion about the timeline that should be in place for executing the final documents, and whether or not a scenario would exist that would request the need to extend the deadline date of November 13th. There was consensus for a preference that would require the other parties to have executed the documents before any extension would be approved. 7.1. Review of 2014 Budget Recommendation (Virginia Egger, Town Manager) Virginia Egger, Town Manager, introduced the budget for 2014 noting that this review is to obtain some direction and support for the budgets presented in the council packet memos. 7.1.1. Affordable Housing Fund (Scott Wright, Finance Director) There was some discussion about reviewing this fund and future programs in 2014. 7.1.2. Equipment Replacement Fund (Scott Wright, Finance Director) The 2014 budget for this fund was reviewed with some highlights as follows:  Replaces town equipment with funding through each department  This fund collects resources to make the larger purchases  Department directors develop this budget together  List of what will be replaced included in the packet  Auction on internet for public agencies  Include police public works and rec equipment & IT related purchases 7.1.3. Capital Projects Fund /Facilities Replacement Fund/Community Enhancement Fund (Justin Hildreth, Town Engineer) A review of the 2014 CIP Fund was made with some of the following highlights:  Update on revenues sources  If ballot proposal passes, then a budget amendment would be presented to adjust the CIP budget  Proposed projects included some of the following 1) E mail projects: 2) 2014 ski town improvements 3) street maintenance  No longer identifying discretionary vs non discretionary projects  Asking only to approve the 2014 projects There was also a review of the Community Enhancement Fund with discussion about funding a stage in the park and other kinds of projects for the town. 7.1.4. Water Fund (Justin Hildreth, Town Engineer) There was a review of the Water Fund 2014 Budget made with highlights as follows:  Revenues resources  Proposal to include the ability to restrict fund balances  Proposed increase in fees to offset costs of ditch maintenance  Proposal from Water Authority to increase fees TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, OCTOBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET Avon Council Meeting 13.10.08 Minutes Page 4  Funding of some community groups that support and monitor water quality programs There was some support to adjust the general fund public works work plan to try to include the ditch maintenance or possibly impose the rate increase temporarily. 7.1.5. Debt Service Fund (Scott Wright, Finance Director) There was a review presented for the proposed Debt Service Fund 2014 budget. Detail and highlights were reviewed as follows:  Property Tax Levied for Town’s Series of 20014 General obligation Refunding Bonds  Assess Valuation Review  Final Maturity on Series of 1999 Sale Tax Revenue Refunding Bonds  Ending Fund Balances 8. URBAN RENEWAL AUTHORITY MEETING BEGAN AT 11:15 PM AND ADJOURNED AT 11:25 PM; MINUTES SEPARATE 9. ACTION ITEMS 9.1. CONSENT CALENDAR 9.1.1. Renewal/Approval of Eagle County Animal Control IGA (Bob Ticer, Police Chief) 9.1.2. Sex Offender Tracking and Registration (SOTAR) Data Base IGA with Douglas County Sheriff (Bob Ticer, Police Chief) 9.1.3. Agreement for Legal Services for the Town of Avon with Attorney Eric Heil 9.1.4. Agreement for Legal Services of Client Attorney for Prosecutor Elizabeth Pierce-Durance 9.1.5. Minutes from September 24, 2013 and Councilor Evans moved to approved items 9.1.1 through 9.1.5; Councilor Fanchers seconded the motion and it passed unanimously by those present (Reynolds absent) 9.1.6. Minutes from October 2, 2013 Meetings Councilor Wolf moved to approved October 2, 2013 minutes; Councilor Dantas seconded and they were approved by those voting and present (Goulding and Evans abstained; Reynolds absent). Councilor Wolf commented in support of Avon Police Department with their efforts in the community. 10. COMMITTEE MEETING UPDATES: COUNCILORS AND MAYOR 10.1. Upper Eagle Regional Water Authority Board Meeting (Todd Goulding, Mayor Pro Tem) There was an update about several topics such as 1) flooding on the front range, 2) the Authority Agreement update, 3) 2014 budget progress, with more information to come on #2 & #3 later. Town Manager Virginia Egger presented some informational updates about the November 5, 2013 ballot issue 2A regarding the fact that there was not an effort by anyone at this time to form a committee to support the proposal. However some staff efforts have been made on personal time. The town’s website does have factual information on the proposal and ballot question. Mayor Carroll noted the October 16th meeting with District 5 State Senator Gail Schwartz. TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, OCTOBER 10, 2013 AVON TOWN HALL, ONE LAKE STREET Avon Council Meeting 13.10.08 Minutes Page 5 There being no further business to come before the Council, the regular meeting adjourned at 11:40 PM. RESPECTFULLY SUBMITTED: _________________________________ Patty McKenny, Town Clerk APPROVED: Rich Carroll ________________________________ Dave Dantas ________________________________ Chris Evans ________________________________ Jennie Fancher ________________________________ Todd Goulding ________________________________ Albert “Buz” Reynolds ________________________________ Jake Wolf ________________________________ Avon Town Council Work Session: October 22, 2013 TOWN OF AVON, COLORADO 2014 PROPOSED BUDGET & FIVE‐YEAR CAPITAL IMPROVEMENTS PLAN 2014 Budget Work Session – General Fund & Other Town Funds Page 1 of 6 Town Council Report To: Honorable Mayor Rich Carroll and Avon Town Council From: Scott Wright, Finance Director Kelly Huitt, Budget Analyst Virginia Egger, Town Manager Date: October 16, 2013 Re: 2014 Budget Work Session – General Fund & Other Town Funds COUNCIL DIRECTION Council is asked at Tuesday’s meeting to provide direction for final preparation of the 2014 budget, which is scheduled for public hearing and adoption on November 26, 2013. SUMMARY OF BUDGET WORK SESSIONS & DIRECTION September 10th: Situational Analysis, Revenue Projections, Fund Balances and Reserves Council Direction: Supportive of the revenue projections, with direction to more fully review proposed increase of monthly water fees to support ditch maintenance – can the work be done without an increase. - 2014 Proposed Budget: Revenues as presented except for the $1.35/SFE in the Water Fund. Ditch maintenance “catch-up” improvement funded: $60,000 in General Fund (reduced contingency) & $60,000 in Water Fund for a total for Wildridge ditches of $120,000 in 2014 contract labor. September 24th: Special Counsel Budgets and Employee Compensation Council Direction: Council voiced general support regarding the revised market ranges and step program. Majority supported the Economic Recovery Payment. Direction was given to maintain and not increase the employee/Council contribution to health insurance. - 2014 Proposed Budget: Includes new market salaries (updated from 2009 levels), Economic Recovery Payment and sustained 2013 employee/Council health insurance contribution. October 8th: Outside Agency Requests Direction given on recommended amounts and, for some applicants, additional research - 2014 Proposed Budget: See Exhibit 1 2014 Budget Work Session General Fund & Fleet, Transit & Town Center West Funds Page 2 of 6 Water Fund: Direction was given to not increase the monthly charge for ditch maintenance and to fund for existing Town revenues. - 2014 Proposed Budget: See above – September 10th Capital Projects Fund: Direction to identify funding for a performance stage in Nottingham Park - 2014 Proposed Budget: No change – See Exhibit 2 Affordable Housing Fund: Direction given to develop a program for use of the funds. Equipment Replacement Fund: No change. Facilities Reserve Fund: No change – merge with Capital Projects Fund Community Enhancement Fund: Consider funding stage versus restroom renovation. Debt Fund: No change. URA Fund: No change. WORK SESSION: OCTOBER 22, 2013 Focus of the Work Session & Presentation: Town Council has received the 2014 Proposed Budget, prepared in accordance with the Town Charter and all applicable Town ordinances. As summarized above, the Council has already reviewed and given direction on certain funds and elements of the budget. The October 22nd work session staff presentation will focus on the remaining funds of the Town’s budget, but, obviously, staff seeks continued review and direction on the complete Proposed Budget. Similar to how staff presented the Capital Projects, Affordable Housing and other funds at the October 8th meeting, an overview of the budgets will be presented, with a PowerPoint presentation of the major initiatives funding in the budgets and significant variances from 2013. Department Heads will be present at the Work Session to answer questions, but will not be making department-by-department presentations as has been done in previous years. GENERAL FUND Priority–Based Budget: We are joined, with Town staff, in presenting the General Fund budget which represents the first year effort in developing a priority-based budget. - Department budgets still provided line item detail, but budget narratives now describe the specific activities and/or operations which occur within the Department. - Each operation is then quantified in terms of estimated personnel and nonpersonnel costs providing a total cost for the operation. It must be noted, that estimates are generally best knowledge estimates and not quantified based upon historic data. 2014 Budget Work Session General Fund & Fleet, Transit & Town Center West Funds Page 3 of 6 - This manner of organizing Department functions is intended to better assess where resources are being deployed so that priority spending can be considered. This first year’s work, is an initial step to building over the next couple of budget years more information so that the relative importance of individual programs and services can be prioritized within and across departments. Performance Metrics: In addition to the budgets being now described and quantified as activities and operations, staff has developed “performance metrics” for each of the operations. Performance metrics are constructed to encourage performance improvement, effectiveness, efficiency, and appropriate levels of internal controls. The results are intended to help all Departments incorporate "best practices” into each operation. The incorporation of performance metrics is, likewise, a first time delineation of how Department effectiveness will be quantified. The metrics and the use of the results are expected to evolve as Avon municipal government becomes more adept in defining, using and amending these measurements. Reserve Policy: As previously discussed with Town Council, the General Fund summary includes a GASB 54 allocation of reserved and unreserved fund balances based on staff’s recommendation of a 25% minimum reserve balance for the General Fund and recognition of a component of unreserved fund balance in the form of a stabilization designation. In addition, there are two assignments of 2014 fund balances: $225,000 for Special Events; and $200,000 for the 2015 World Alpine Ski Championships. General Fund Budget: 2013 2014 Total General Fund Revenues: $ 12,680,499 $ 12,642,863 Total General Fund Expenditures: $ 12,052,717 $ 12,638,733 - 2013 – Economic Recovery Payment - $52,700 - 2014 - Step Program and Market Ranges for Salaries - $151,551 Detailed Expenditures by Department General Government 2014 Proposed Budget $ 1,772,268 2013 Revised Budget $ 1,631,444 Total Change $ 140,824 - Town Council – Community contributions and all investments in economic development, which are provided to outside organizations and jurisdictions, have been aggregated into the Town Council budget. (See Line items 64902 & 64903, respectively). This “accounting” change explains the increase in the 2014 budget over 2013. - Economic Recovery Payment – In 2013, one-time payment to Town staff who worked with the 2009- 2012 furlough ($51,000) - Town Attorney fees have been reduced from estimated 2013 expenditures of $240,000 to $155,000 in 2014 as Traer Creek Settlement work is expected to be significantly reduced. Finance Department 2014 Proposed Budget $ 777,400 2013 Revised Budget $ 712,434 Total Change $ 64,966 2014 Budget Work Session General Fund & Fleet, Transit & Town Center West Funds Page 4 of 6 - 2014 Budget includes increased investments in electronic software to improve efficiency in budgeting, collection and analysis of business fees, sales and accommodations taxes and time/attendance recording. Information Technology Department 2014 Proposed Budget $ 340,306 2013 Revised Budget $ 320,894 Total Change $ 19,412 - Purchase of Wireless Controller and Access Points for internet access and network security purposes. Community Development Department 2014 Proposed Budget $ 478,797 2013 Revised Budget $ 577,018 Total Change ($ 98,221) - Planning/GIS payroll reduction with migration to GIS contract services w/ Eagle County. - SunGard software upgrade and training for land use and permitting modules of $13,651. - Economic Development Program, formerly under General Government, moved to Community Development. New position, Director of Economic Initiatives, included in new budget. Also included is new MUNIRevs Tourism Tracker program. MTRiPS Destimetrics, branding, and contributions to the Vail Valley Foundation all have been moved to Town Council budget. Police Department 2014 Proposed Budget $2,716,008 2013 Revised Budget $2,582,788 Total Change $ 133,220 - Budget includes Vail Dispatch/800 Mhz fee increase of $29,371, based on standard regional formula. - In 2013, patrol vacancies throughout the year reduced regular full-time salaries but increased overtime. - In 2014, Sergeant Dammen salary was moved from Patrol to Investigations to more accurately reflect his responsibilities. Road and Bridge 2014 Proposed Budget $1,434,574 2013 Revised Budget $1,359,840 Total Change $ 74,734 - Changes in personnel: reduced Department by 1 FTE, repositioned Road & Bridge Supervisor to Operator II position, reduced overtime with new snowplow schedule. - 2014 budget includes contract fees of $60,000 for ditch maintenance catch-up on Wildridge. An additional $60,000 is in the Water Fund, for a total of $120,000. 2014 Budget Work Session General Fund & Fleet, Transit & Town Center West Funds Page 5 of 6 Engineering 2014 Proposed Budget $ 269,478 2013 Revised Budget $ 220,630 Total Change $ 48,848 - Part-time engineering wages of $40,000 were eliminated in the 2013 budget, and added back for 2014; use depends on 2014 capital projects work demand. Parks & Recreation Department 2014 Proposed Budget $ 3,938,091 2013 Revised Budget $ 3,885,880 Total Change $ 52,211 - Includes $100,005 for basketball court resurfacing, new picnic tables, renovation of the Parks Break Room, and furniture for Community Development. - Budget reductions in 2013 reflect changes in organizational structure with Acting Recreation Director and also the merger of Recreation with Parks and Facilities Maintenance (now Parks and Grounds and Buildings and Facilities). FLEET FUND The Fleet Enterprise Fund narrative is also organized into operations with performance metrics. Due to the location of the new Wash Bay within the I70 Regional Transportation Facility, the 2014 budget will be established within the Transit Enterprise Fund. 2014 Total Revenues $1,449,935 2014 Proposed Budget $ 1,544,942 2013 Revised Budget $ 1,535,243 Total Change $ 9,699 TRANSIT FUND The Transit Enterprise Fund narrative is also organized into operations with performance metrics. Transit operations, management of the I70 Regional Transit Facility and wash bay revenues and expenditures are budgeted within the Transit Enterprise Fund. 2014 Total Revenues $1,634,883 2014 Proposed Budget $ 1,694,061 2013 Revised Budget $ 1,091,311 Total Change $ 602,750 - The total General Fund transfer to support operations is $825,000. This compares to $776,000 in 2013. The difference is largely made up of equipment replacement charges and operating costs for the new facility. 2014 Budget Work Session General Fund & Fleet, Transit & Town Center West Funds Page 6 of 6 - Best estimates have been calculated for operations costs, including utilities, for the new bus facility in the 2014 budget; these estimated costs will be monitored and updated to better budget in 2015 - One (1) new FTE has been added for bus/vehicle washing. - $82,000 of Fund Balance is planned in 2014 as the 20% match on a FTA bus grant (35’/38 passengers). Additional grant funding has been secured from FTA for used for bus/bus related capital items through 2016, including two additional buses. Three (3) depreciated buses will be sold in 2013/14. - A smaller 20 passenger bus was acquired in late 2013 and will be used in summer. - New bus advertising contract with Street Media out of Ft. Collins to roll out by Christmas of 2013. This contract will be a “pilot” program to collaborate with the current ECO Transit contract with Street Media for one year duration. Revenue generated from this new contract is estimated to be $12,750. - New late night dispatch operations handled by ECO staff for Avon Transit routes servicing guests after 7:00 p.m. daily. TOWN CENTER WEST MAINTENANCE FUND The Town Center West Maintenance Fund (TCW) receives revenue from the both the General Fund and the Avon Urban Renewal Fund for the summer and winter maintenance of the “pedestrian mall”. In 2014, revenue transferred to the (TCW) is reduced to $200,000 from the Urban Renewal Fund. This reduction is expected to continue into future years. Uses of the monies are accounted for in the General Fund’s Parks & Recreation Department. 2014 Total Revenues $ 245,000 2014 Proposed Budget $ 245,089 2013 Revised Budget $ 301,040 Total Change ($ 55,951) Page 1 of 6 Page 1 of 6 Exhibit 1 2013-14 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 3 Re q u e s t e d 20 1 4 Co u n c i l D i r e c t i o n Oc t o b e r 8 t h Bu d g e t 20 1 4 2014 Proposed Funding Notes ECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Vail Valley Partnership DestiMetrics (formerly Mtrips) $ 13,895 $ - $ 13,895 $ 13,895 Staff will work with lodges to determine value and whether one year transition funding is desired. This will be completed prior to the November 26th public hearing. Vail Valley Partnership Sports & Events Coalition/ Econ Plan $ 15,000 $ 20,000 $ 15,000 $ 15,000 Vail Valley Foundation FIS Women's Birds of Prey $ 35,000 na na $ - Vail Valley Foundation FIS Men's Birds of Prey $ 40,000 $ 50,000 $ 40,000 $ 40,000 *Vail Valley Foundation 2015 World Ski Championships $ 50,000 $ 50,000 $ 50,000 $ 50,000 EGE Air Alliance Regional Air Service $ 6,000 $ 30,000 $ 30,000 $ 30,000 $ 159,895 $ 150,000 $ 148,895 $ 148,895 SUB-TOTAL: ECONOMIC DEVELOPMENT - REGIONAL PROGRAMS Use of Funds: Subsidized by TOA - data provides past loding accommodations data and projections for the next six (6) months. Use of Funds: Regional Economic Development Plan Implementation. Business recruitment and retention, and special event promotion. Use of Funds: General operations and marketing of the event Use of Funds: General operations and marketing of the event Use of Funds: General operations and marketing of the event Use of Funds: Subsidize Houston-Eagle/Vail Airport direct flight in summer 2014. Explore new route(s). ECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Page 2 of 6 Page 2 of 6 Exhibit 1 2013-14 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 3 Re q u e s t e d 20 1 4 Co u n c i l D i r e c t i o n Oc t o b e r 8 t h Bu d g e t 20 1 4 2014 Proposed Funding Notes Eagle Valley Alliance (EVAS) Sustainable Community Film Series $ - $ 1,500 $ 2,500 $ 2,500 Bravo! Vail Music on the Move, Little Listeners, Petting Zoo, Free Concert in Park $ - $ 12,500 $ 12,500 $ 12,500 Wondergrass, LLC Winter Wondergrass $ 25,000 $ 60,000 $ 25,000 $ 25,000 NOTE: This is the funding approved for the 2014 Festival; $50,000 in two payments; this is the second payment. 2015 Festival support will be considered from $225,000 "Seeding" Fund. Radiate Live Reds, White, & Brews $ 10,000 $ 25,500 $ 15,000 $ 15,000 IceCastles.com Ice Castles $ - $ 75,000 $ - $ - Will study water availability and logistics. $ 35,000 $ 174,500 $ 55,000 $ 55,000 Use of Funds: Construct interactive drip ice feature SUB-TOTAL: ECONOMIC DEVELOPMENT: SPECIAL EVENTS IN AVON - MUSIC & FILM ECONOMIC DEVELOPMENT: OUTSIDE PRODUCERS: SPECIAL EVENTS IN AVON - MUSIC & FILM & ICE Use of Funds: Management, film procurement, screening costs, marketing & materials. Use of Funds: General operations and marketing of the event including Avon name recognition Use of Funds: Programming, artist fees & marketing including Avon logo/name recognition on event signage. Use of Funds: General operations and marketing of the event including Avon name recognition Page 3 of 6 Page 3 of 6 Exhibit 1 2013-14 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 3 Re q u e s t e d 20 1 4 Co u n c i l D i r e c t i o n Oc t o b e r 8 t h Bu d g e t 20 1 4 2014 Proposed Funding Notes Vail Valley Charitable Fund Bec Tri Triatholon $ 2,500 $ 2,500 $ 2,500 $ 2,500 Team Evergreen Triple Bypass Bike Ride $ 3,220 $ 2,500 $ 2,500 $ 2,500 2013 support of $2500 cash and $720 in OT charges; Beaver Creek XTERRA $ 2,500 $ 2,500 $ 2,500 $ 2,500 Beaver Creek Rodeo $ 2,500 $ 2,500 $ 2,500 $ 2,500 Tough Mudder LLC Tough Mudder $ 2,500 $ - $ - $ - USPCC US. Pro Cycling Bicycle Challenge $ 10,000 $ - $ 10,000 $ - Appropriate from Fund Balance if race returns to area 23,220$ 10,000$ 20,000$ 10,000$ SUB-TOTAL: ECONOMIC DEVELOPMENT: SPECIAL EVENTS IN AVON - SPORTS ECONOMIC DEVELOPMENT: OUTSIDE PRODUCERS: SPECIAL EVENTS IN AVON - SPORTS Use of Funds: General event operations - race starting point Use of Funds: Six evenings in high summer Use of Funds: General event operations for local community Use of Funds: General event operations - generates overnight accommodation stays Use of Funds: Beaver Creek based Use of Funds: Internationally recognized event Page 4 of 6 Page 4 of 6 Exhibit 1 2013-14 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 3 Re q u e s t e d 20 1 4 Co u n c i l D i r e c t i o n Oc t o b e r 8 t h Bu d g e t 20 1 4 2014 Proposed Funding Notes Town of Avon Fire & Ice $ 42,909 $ - $ - $ - Town of Avon Dunk-n-Dash $ 8,850 $ 10,000 $ 10,000 $ 10,000 Town of Avon Icing in the Park $ 4,970 $ 6,000 $ 6,000 $ 6,000 Town of Avon Salute to the USA $ 132,200 $ 116,000 $ 116,000 $ 116,000 Town of Avon Mini Madness $ 9,800 $ - $ - $ - $ 198,729 $ 132,000 $ 132,000 $ 132,000 416,844$ 466,500$ 355,895$ 345,895$ SUB-TOTAL: ECONOMIC DEVELOPMENT: TOWN OF AVON SPECIAL EVENTS ECONOMIC DEVELOPMENT: TOWN OF AVON PRODUCED SPECIAL EVENTS SUB-TOTAL: ALL ECONOMIC DEVELOPMENT Use of Funds: Not Applicable. Use of Funds: Organize, market and implement event geared towards residents/local athletes Use of Funds: Not Applicable Use of Funds: Organize, market and implement event geared towards residents and winter visitors Use of Funds: Organize, market and implement event geared towards residents and summer/holiday guest Page 5 of 6 Page 5 of 6 Exhibit 1 2013-14 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 3 Re q u e s t e d 20 1 4 Co u n c i l D i r e c t i o n Oc t o b e r 8 t h Bu d g e t 20 1 4 2014 Proposed Funding Notes Eagle Valley Land Trust (EVLT) Land Preservation Efforts $ - $ 5,000 $ - No Council consensus: Funding in 2014 on West Avon Trails & Signage = $17,000 in 2014 Budget Walking Mountains Science School Programs $ - $ 20,000 $ 20,000 $ 17,500 Part of application is for film program; Town providing $2,500 to EVAS for film series $ - $ 25,000 $ 20,000 $ 17,500 SUB-TOTAL: REGIONAL ENVIRONMENTAL Use of Funds: Operating expenses for K-12 field studies, interpretive programs, hikes, speaker & film series. Use of Funds: Support "Village East" annexation and preservation, & other 'mid-valley' conservation projects and programs. REGIONAL ENVIRONMENTAL PROGRAMS Page 6 of 6 Page 6 of 6 Exhibit 1 2013-14 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 3 Re q u e s t e d 20 1 4 Co u n c i l D i r e c t i o n Oc t o b e r 8 t h Bu d g e t 20 1 4 2014 Proposed Funding Notes SpeakUp ReachOut Suicide Prevention Coalition $ - $ 5,000 $ 5,000 $ 5,000 Town provides significant in-kind staff support through the Police Department Eagle River Youth Coalition Parent Education and Outreach $ - $ 2,000 $ 2,000 $ 2,000 No other municipal contributions solicited; no indication of how many parents will be reached with budget contribution. Youth Foundation PwrHrs' afterschool & Summer Program $ - $ 10,000 $ - $ - Additonal information received on 10/15 - will review prior to October 22nd meeting. Red Ribbon HIV/AIDS awareness $ - $ 750 $ 750 $ 750 Recommended Funding Condition: Monies to be used for additonal classes at Avon Elementary School Early Childhood Partners Coaching & Consulation $ - $ 11,850 $ 1,000 $ 1,000 Participation in $10,800 "Local Municipalities" budget line item. Eagle County Down Payment Assistance $ 1,700 $ 15,000 $ - $ - Work at staff level to collaborate on employee housing program; prioritize emergency personnel in Avon; use TOA Affordable Housing Fund, as appropriate. $ 1,700 $ 44,600 $ 8,750 $ 8,750 $ 418,544 $ 536,100 $ 384,645 $ 372,145 TOTAL 2014 FUNDING REQUESTS & RECOMMENDATION SUB-TOTAL: HEALTH & HUMAN SERVICES Use of Funds: Staff Instructor compensation (hourly rate & mileage) HEALTH & HUMAN SERVICES Use of Funds: Incredible Years Parenting Class in Avon Use of Funds: Administrative costs for regional (ECO) housing down-payment assistance program. Use of Funds: Train Avon residents/businesses suicide awareness in youth, Question, Persuade, Refer ("QPR") marketing and materials Use of Funds: Increased marketing efforts to support parent education & outreach initiatives Use of Funds: To support programming held at Avon Elementary with Avon name recognition. 2014 Budget Work Session Exhibit 2 Page 1 of 1 EXHIBIT 2 FUNDING FOR A PERFORMANCE STAGE NOTTINGHAM PARK The 2014 Proposed Budget does not include monies for design or construction of a stage in 2014. The Town’s Five-Year Capital Improvements Program has $650,000 programmed in 2017. In 2010, $200,000 of the Community Enhancement Funds was budgeted for a music and performance stage in the Nottingham Park Pavilion project. The proposed location was at Town Hall, just off the northwest side. A total of $40,000 was spent on the design and for bidding the project. The low bid was $573,000, and construction was not finalized due to the cost and continuing debate about the right location for a permanent stage. The design is most likely useable for the original location or elsewhere in Nottingham Park, with some location-specific modifications. The $650,000 construction estimate, includes estimated design update costs. The 2014 Proposed Budget presented has the following fund balances. These reserves are not designated for any use in the current year and reserved for future projects and/or maintained as reserves for unforeseen events such as the economic downturn of 2008. The Council has adopted policy about reserve requirements in certain funds and those are noted. Fund balances, totaling $10,021,603 , however, could be allocated for a stage in 2014 at Council’s discretion. Funds - Town Revenue Sources General Fund $4,195,186 Currently unassigned but used to meet 35% reserve policy and 3% TABOR Emergency Reserve Community Enhancement Fund $333,330 Restricted, but a stage meets one of the qualifications (park enhancement); requires approval of Holy Cross. Capital Projects Fund $1,215,769 $1,500,00 is staff’s recommendation for minimum fund balance Transit Fund $476,885 Currently unassigned but used to meet 35% reserve policy Fleet Maintenance $209,820 Currently unassigned but used to meet 35% reserve policy Equipment Replacement Fund $2,729,246 Reserved for future equipment replacement. No fund balance policy. Sub-Total $9,160,236 Funds - Town Revenue - Developer Paid - Committed Uses Affordable Housing Fund $715,294 No fund balance policy Water Fund $146,073 After Mtn. Star Tap Fees Sub-Total $861,367 TOTAL FUND BALANCES $10,021,603 Funds - Restricted Urban Renewal Fund Town Center West Fund Debt Service Fund i TOWN OF AVON 2014 PROPOSED BUDGET TABLE OF CONTENTS Introduction Table of Contents ......................................................................................................................................................... i-iv Organizational Chart………………………………………………………………………………………………………….. v I. Financial Overview Total Budget – All Funds ........................................................................................................................... 1 Total Budget – By Fund ............................................................................................................................. 2-3 A. Revenues – Graphs – To be included in November 26th Final Budget B. Operating Expenses – Graphs – To be included in November 26th Final Budget C. Capital Projects Narrative…………………………………………………………………………… ................................ 1 Fund Summary .............................................................................................................................. . 2 Capital Projects 5-Year Plan .................................................................................................... . 3-7 Project Descriptions ................................................................................................................... . 8-20 D. General Fund Fund Summary .............................................................................................................................. 1 Revenue Detail .............................................................................................................................. 2-4 Department Expenditure Summaries.................................................................................. 5-6 II. Fund Summaries Special Revenue Funds Town Center West Maintenance Fund Narrative.......................................................................................................................................... 1 Fund Summary .............................................................................................................................. 2 Avon Urban Renewal Authority Fund Narrative…………………………………………………………………………… ................................ 3 Fund Summary – All Funds ...................................................................................................... . 4 AURA Expenditure Detail………………………………………………………….......................... . 5-6 Fund Summary – Debt Service……………………………………………………. ...................... . 7 Fund Summary – Capital Projects………………………………………………… .................... . 8 Community Enhancement Fund Narrative.......................................................................................................................................... 9 Fund Summary .............................................................................................................................. 10 Water Fund Narrative.......................................................................................................................................... . 11 Fund Summary .............................................................................................................................. . 12 Water Utilities Line Item Detail....………………………………………………… .................... . 13-14 TOWN OF AVON 2014 PROPOSED BUDGET TABLE OF CONTENTS (CONTINUED) ii Affordable Housing Fund Narrative……………………………………………………………………………. ............................... . 15 Fund Summary .............................................................................................................................. .. 16 Affordable Housing Line Item Detail……………………………………………..... ................. 17-18 Facilities Reserve Fund Narrative…………………………………………………………………………… ................................ . 19 Fund Summary .............................................................................................................................. . 20 Debt Service Funds Narrative………………………………………………………………………………….......................... 21 Debt Service Fund Summary ................................................................................................... . 22 Enterprise and Internal Service Funds Transit Enterprise Fund Narrative…………………………………………………………………………… ................................ .. 23-25 Fund Summary .............................................................................................................................. . 26 Revenue Detail .............................................................................................................................. . 27 Fleet Maintenance Enterprise Service Fund Narrative…………………………………………………………………………... ................................. . 28-29 Fund Summary .............................................................................................................................. . 30 Revenue Summary ...................................................................................................................... . 31 Equipment Replacement Internal Service Fund Narrative…………………………………………………………………………… ................................ . 32 Fund Summary .............................................................................................................................. . 33 Revenue Detail .............................................................................................................................. . 34 Fleet and Heavy Equipment Expenditure Detail ............................................................. . 35 Recreation Center Equipment Expenditure Detail ........................................................ . 36 Computer and Office Equipment Detail .............................................................................. . 37 III. Department Summaries and Line Item Detail A. General Administration General Administration Narrative ........................................................................................ 1-3 Mayor and Town Council .......................................................................................................... 4-6 Boards and Commissions ......................................................................................................... 7-8 Town Attorney .............................................................................................................................. 9-10 Town Clerk ..................................................................................................................................... 11-12 Municipal Court ............................................................................................................................ 13-14 Town Manager .............................................................................................................................. 15-16 Human Resources ........................................................................................................................ 17-18 Community Relations…………………………………………………………… ............................. 19-20 Nondepartmental ......................................................................................................................... 21-23 TOWN OF AVON 2014 PROPOSED BUDGET TABLE OF CONTENTS (CONTINUED) iii B. Finance Department Finance Narrative ........................................................................................................................ 1-3 Finance ............................................................................................................................................. 4-7 Information Systems .................................................................................................................. 8-10 C. Community Development Community Development Narrative .................................................................................... 1-3 Administration .............................................................................................................................. 4 Planning ........................................................................................................................................... 5-7 Building Inspection ..................................................................................................................... 8-9 Economic Development…………………………………………………………………………….... 10-11 D. Police Department Police Narrative ............................................................................................................................ 1-2 Administration .............................................................................................................................. 3-6 Patrol… ............................................................................................................................................. 7-10 Investigations ................................................................................................................................ 11-12 E. Public Works Road and Bridge Narrative ...................................................................................................... 1-2 Administration .............................................................................................................................. 3-4 Roads and Streets ........................................................................................................................ 5-9 Facility Maintenance................................................................................................................... 10-11 Parks… ……………………………………………………………………………. ................................... 12-13 F. Engineering Engineering Narrative ............................................................................................................... 1-2 Engineering .................................................................................................................................... 3-5 G. Transportation Transportation Narrative ......................................................................................................... 1-3 Fund Summary………………………………………………………………………………………… .. 4 Administration .............................................................................................................................. 5-6 Operations ...................................................................................................................................... 7-10 Wash Bay…………………………………………………………………………………………………… 11-12 H. Fleet Maintenance Fleet Maintenance Narrative ................................................................................................... 1-2 Fund Summary………………………………………………………………………………………….. 3 Fleet Maintenance ....................................................................................................................... 4-8 Washbay .......................................................................................................................................... 9 TOWN OF AVON 2014 PROPOSED BUDGET TABLE OF CONTENTS (CONTINUED) iv I. Recreation Department Recreation Narrative .................................................................................................................. 1-5 Special Events ................................................................................................................................ 6-9 Administration .............................................................................................................................. 10-13 Adult Programs ............................................................................................................................. 14-15 Aquatics ........................................................................................................................................... 16-17 Child Care ........................................................................................................................................ 18-19 Fitness ............................................................................................................................................. 20-21 Guest Services ............................................................................................................................... 22-23 Maintenance ................................................................................................................................... 24-25 Youth Programs ............................................................................................................................ 26-28 Cabin…… .......................................................................................................................................... 29-30 Parks and Grounds…………………………………………………………………………………… .. 31-35 Buildings and Facilities………………………………………………………………………………. 36-40 Town Center West Maintenance…………………………………………………………………. 41-44 IV. Other Information Position Classifications and Salary Ranges – Full-time Employees ........................................ 1-2 Part-time, Temporary and Seasonal Employee Pay Schedule .................................................. 3 Personnel Schedule – Full-time Employees ...................................................................................... 4-5 Section I, Page 1 TOTAL - ALL FUNDS Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Taxes 11,614,670$ 11,793,748 12,220,275$ 12,441,894$ Licenses and Permits 207,670 311,600 325,100 172,500 Intergovernmental 2,899,407 8,527,854 8,514,809 2,594,199 Charges for Services 3,040,132 3,658,088 3,689,949 3,653,333 Fines and Forfeitures 151,533 177,750 107,275 110,275 Investment Earnings 37,827 71,525 37,914 27,775 Other Revenue 397,195 409,180 508,123 435,130 Total Operating Revenues 18,348,434 24,949,745 25,403,445 19,435,106 Other Sources Sales of Fixed Assets 70,400 11,000 26,500 3,500 Capital Lease Proceeds 217,004 179,608 179,608 188,062 Bond and Loan Proceeds - - 6,605,000 - Transfers-In From Other Funds 2,776,071 3,482,237 3,431,672 3,699,639 Total Other Sources 3,063,475 3,672,845 10,242,780 3,891,201 TOTAL REVENUES 21,411,909 28,622,590 35,646,225 23,326,307 EXPENDITURES General Government and Finance 2,960,061 2,668,761 2,665,722 2,885,824 Community Development 549,983 578,020 577,018 478,797 Public Safety 2,551,489 2,598,206 2,582,788 2,716,008 Public Works, Engineering and Utilities 3,192,764 2,309,700 2,133,002 2,142,938 Transportation and Fleet Maintenance 2,703,355 2,608,171 2,626,554 3,239,003 Recreation and Culture 2,148,410 3,650,969 3,584,840 3,693,002 Total Operating Expenditures 14,106,062 14,413,827 14,169,924 15,155,572 Debt Service 1,754,077 1,765,791 7,634,421 1,983,970 Capital Improvements and Equipment Replacement 4,634,769 13,804,615 12,738,659 5,588,162 Contingency - - - 210,000 Other Uses Transfers-Out To Other Funds 2,776,071 3,682,237 3,431,672 3,699,639 TOTAL EXPENDITURES 23,270,978 33,666,470 37,974,676 26,637,343 NET SOURCE (USE) OF FUNDS (1,859,069) (5,043,880) (2,328,451) (3,311,036) FUND BALANCES, Beginning of Year 19,327,991 17,627,603 17,468,922 15,140,470 FUND BALANCES, End of Year 17,468,922$ 12,583,723$ 15,140,470$ 11,829,435$ TOWN OF AVON Financial Overview Section I, Page 2 Town Urban Community Affordable General Center Renewal Enhancement Water Housing Fund West Fund Fund Fund Fund REVENUE Taxes 9,513,185$ -$ 738,187$ -$ -$ -$ Licenses and Permits 172,500 - - - - - Intergovernmental 964,199 - - - - - Charges for Services 1,312,576 - - - 165,000 - Fines and Forfeitures 110,275 - - - - - Investment Earnings 15,000 - 1,461 - - 1,311 Other Revenue 308,569 - - 75,000 - 2,429 Total Operating Revenues 12,396,304 - 739,648 75,000 165,000 3,740 Other Sources Sales of Fixed Assets - - - - - - Capital Lease Proceeds - - - - - - Bond and Loan Proceeds - - - - - - Transfers-In From Other Funds 246,559 245,000 - - - - TOTAL REVENUES 12,642,863 245,000 739,648 75,000 165,000 3,740 EXPENDITURES General Government, Housing and Finance 2,884,874 - 950 - - - Community Development 478,797 - - - - - Police 2,716,008 - - - - - Public Works, Engineering and Utilities 1,704,052 245,089 - - 193,797 - Transportation and Fleet Maintenance - - - - - - Recreation and Culture 3,693,002 - - - - - Total Operating Expenditures 11,476,733 245,089 950 - 193,797 - Debt Service - - 566,612 - - - Capital Expenditures - - - - - - Contingency 60,000 - - - - - Other Uses Transfers-Out To Other Funds 1,102,000 - 950,000 275,000 - - TOTAL EXPENDITURES 12,638,733 245,089 1,517,562 275,000 193,797 - NET SOURCE (USE) OF FUNDS 4,130 (89) (777,914) (200,000) (28,797) 3,740 FUND BALANCES, Beginning of Year 4,191,056 59,938 1,407,110 533,330 774,870 711,554 FUND BALANCES, End of Year 4,195,186$ 59,849$ 629,196$ 333,330$ 746,073$ 715,294$ TOTAL - BY FUND Special Revenue Funds TOWN OF AVON Financial Overview TOWN OF AVON Financial Overview Section I, Page 3 Debt Service Internal Facilities Fund Capital Service Percent Reserve Bond Projects Transit Fleet Equipment of Fund Redemption Fund Fund Maintenance Replacement Total Total -$ 550,523$ 1,600,000$ 39,999$ -$ -$ 12,441,894$ 64.02% - - - - - - 172,500 0.89% - - 1,302,000 328,000 - - 2,594,199 13.35% - - - 312,252 1,299,935 563,570 3,653,333 18.80% - - - - - - 110,275 0.57% - 1,000 9,003 - - - 27,775 0.14% - - 1,500 47,632 - - 435,130 2.24% - 551,523 2,912,503 727,883 1,299,935 563,570 19,435,106 100.00% - - - - - 3,500 3,500 - - - - - 188,062 188,062 - - - - - - - - 712,829 1,438,251 907,000 150,000 - 3,699,639 - 1,264,352 4,350,754 1,634,883 1,449,935 755,132 23,326,307 - - - - - - 2,885,824 19.04% - - - - - - 478,797 3.16% - - - - - - 2,716,008 17.92% - - - - - - 2,142,938 14.14% - - - 1,694,061 1,544,942 - 3,239,003 21.37% - - - - - - 3,693,002 24.37% - - - 1,694,061 1,544,942 - 15,155,572 100.00% - 1,264,352 153,006 - - - 1,983,970 - - 5,128,760 - - 459,402 5,588,162 - - 150,000 - - - 210,000 413,251 - 959,388 - - - 3,699,639 413,251 1,264,352 6,391,154 1,694,061 1,544,942 459,402 26,637,343 (413,251) - (2,040,400) (59,178) (95,007) 295,730 (3,311,036) 413,251 518,787 3,256,169 536,063 304,827 2,433,516 15,140,470 -$ 518,787$ 1,215,769$ 476,885$ 209,820$ 2,729,246$ 11,829,435$ Enterprise Funds TOTAL - BY FUND TOWN OF AVON Financial Overview TOWN OF AVON Financial Overview Section I, Page 4 THIS PAGE INTENTIONALLY LEFT BLANK Section I, Page C-1 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Proposed Budget 2014 Ca p i t a l P r o j e c t s F u n d Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY SEE LINE ITEM DETAIL Fund: Capital Projects The Capital Projects Fund is primarily funded with a 2% real estate transfer tax (RETT). Projected revenues reflect the current real estate market and new development, including the Wyndham timeshare project. The projects recommended in the Fund were selected based on several criteria including major maintenance of the Town’s existing facilities, preparation for the 2015 World Cup Skiing Championships, and projects identified has high priorities in adopted planning documents such as the H.A. Nottingham Park Master Plan, Comprehensive Transportation Plan and the Recreation Trails Master Plan. The Town prepares a Five-Year Capital Improvements Program, which is important to the long-term planning of infrastructure development and maintenance. The Capital Projects Fund is administered by the Town Engineer. Two engineers in the Engineering Department spend approximately 45% of each position's time on planning and implementation of the Fund and Five-Year Program. Proportional monies for the engineer's salary are transferred to the General Fund. Section I, Page C-2 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Taxes 1,707,648$ 1,500,000$ 1,500,000$ 1,600,000$ Intergovernmental 1,707,114 7,520,473 7,470,473 1,302,000 Investment Earnings 11,018 15,000 15,000 9,003 Other Revenue 694 1,500 1,500 1,500 Total Operating Revenues 3,426,474 9,036,973 8,986,973 2,912,503 Other Sources: Operating Transfers-In 648,273 1,400,000 1,300,000 1,438,251 Total Other Sources 648,273 1,400,000 1,300,000 1,438,251 TOTAL REVENUES 4,074,747 10,436,973 10,286,973 4,350,754 EXPENDITURES Debt Service: Capital Leases - - - 153,006 Capital Improvements: Facilities 3,110,537 9,103,307 9,172,987 300,000 Land and Land Improvements 575 1,086,800 1,086,800 345,000 Roads and Streets 230,403 531,533 649,640 4,348,760 Utilities 43,521 55,000 - - Water Fund Projects 648,274 1,400,000 1,300,000 - Communications and Technology - 92,265 92,265 135,000 Strategic Planning - 840,000 - - Total Capital Improvements 4,033,310 13,108,905 12,301,692 5,281,766 Contingency - - - 150,000 Other Uses Operating Transfer-Out - General Fund 217,204 227,571 201,006 246,559 Operating Transfer-Out - Debt Service Fund 710,594 714,666 714,666 712,829 - Total Other Uses 927,798 942,237 915,672 959,388 TOTAL EXPENDITURES 4,961,108 14,051,142 13,217,364 6,391,154 NET SOURCE (USE) OF FUNDS (886,361) (3,614,169) (2,930,391) (2,040,400) FUND BALANCE, Beginning of Year 7,072,921 6,186,560 6,186,560 3,256,169 FUND BALANCE, End of Year 6,186,560$ 2,572,391$ 3,256,169$ 1,215,769$ MUNICIPAL SERVICES Capital Projects Fund #41 APPENDIX A CAPITAL PROJECTS FUND 5-YEAR PLAN Section I, Page C-3 Proposed Current Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 2015 2016 2017 2018 REVENUES Real Estate Transfer Tax:1,707,648$ 1,500,000$ 1,500,000$ 1,600,000$ 3,825,312$ 3,318,080$ 3,190,368$ 2,000,000$ Interest Earnings 11,018 15,000 15,000 9,003 5,471 7,586 12,256 14,630 Intergovernmental: Federal/State: FTA 90 SGR 1,118,012 6,360,876 6,360,876 - - - - - FTA 84 BBF 155,342 - - - - - - - FTA / CDOT - ARRA - 523,000 523,000 - - - - - FHWA / CDOT Hwy 6 Trail Project - - - - - - - - CDOT FASTER 414,403 586,597 586,597 - - - - - GOCO Grant - Eagle Valley Trail Bridge - - - 497,000 - - - - CDOT - Eagle Valley Trail - Avon Rd. to Eaglebend - - - 655,000 - - - - Other State Grants - Water Wheel 19,357 - - - - - - - Local Government: Eagle County Trails Grant - Eagle Valley Trail Bridge - 50,000 - 50,000 - - - - Eagle County Trails Grant - Eaglebend. to Stonebridge - - - 100,000 420,000 - - - Other Revenues: Fireplace Fees - 1,500 1,500 1,500 1,500 1,500 1,500 1,500 Nonclassified 694 - - - - - - - Total Operating Revenues 3,426,474 9,036,973 8,986,973 2,912,503 4,252,283 3,327,166 3,204,124 2,016,130 Other Sources: Transfer in from the AURA - Pedestrian Mall Improvements - - - 750,000 - - - - Transfer in from Community Enhancement Fund - 2014 Restroom Improvements; - 2015 Powerline Undergrounding for Eagle Valley Trail - - - 275,000 100,000 - - - Transfer in from Facilities Reserve Fund - Consolidation with Capital Projects Fund - - - 413,251 - - - - Transfer in from Water Fund - Metcalf Drainage 648,273 Transfer in from Water Fund - Lake Liner - 1,400,000 1,300,000 - - - - - Total Other Sources 648,273 1,400,000 1,300,000 1,438,251 100,000 - - - Total Revenues and Sources of Funds 4,074,747$ 10,436,973$ 10,286,973$ 4,350,754$ 4,352,283$ 3,327,166$ 3,204,124$ 2,016,130$ Projected APPENDIX A CAPITAL PROJECTS FUND 5-YEAR PLAN Section I, Page C-4 Proposed Current Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 2015 2016 2017 2018 Projected EXPENDITURES Capital Improvements: Facilities 3,110,537 9,103,307 9,172,987 300,000 120,000 80,000 - 375,000 Land and Land Improvements 575 1,086,800 1,086,800 345,000 700,000 400,000 650,000 - Roads and Streets 230,403 531,533 649,640 4,348,760 2,796,679 1,310,950 1,451,143 1,150,000 Utilities 43,521 55,000 - - - - - - Water Fund Projects 648,274 1,400,000 1,300,000 - - - - - Communications and Technology - 92,265 92,265 135,000 - - - - Strategic Planning - 840,000 - - - - - - Debt Service: Capital Leases - - - 153,006 94,986 94,986 94,986 94,986 Total Expenditures 4,033,310 13,108,905 12,301,692 5,281,766 3,711,665 1,885,936 2,196,129 1,619,986 Contingency - 2014 Only - - - 150,000 - - - - Other Uses: Operating Transfer Out - General Fund Engineering Department Salary and Operations 217,204 227,571 176,006 221,559 228,206 235,052 242,104 249,367 Operating Transfer Out - General Fund ( 2014 Winter Wondergrass Festival)- - 25,000 25,000 - - - - Operating Transfer Out - Debt Service Fund - 2010 Certificates of Participation Notes 248,481 250,081 250,081 247,581 248,831 249,931 250,881 251,331 Operating Transfer Out - Debt Service, Town Hall & Parking Facility 450,000 450,000 450,000 Operating Transfer Out - Debt Service Fund 1999 Rev Bnds 462,113 464,585 464,585 465,248 - - - - Total Other Uses 927,798 942,237 915,672 959,388 477,037 934,983 942,985 950,698 Total Expenditures and Uses of Funds 4,961,108 14,051,142 13,217,364 6,391,154 4,188,702 2,820,919 3,139,114 2,570,684 Net Source (Use) of Funds (886,361) (3,614,169) (2,930,391) (2,040,400) 163,581 506,247 65,011 (554,554) Fund Balance, Beginning of Year 7,072,921 6,186,560 6,186,560 3,256,169 1,215,769 1,379,351 1,885,598 1,950,609 Fund Balance, End of Year 6,186,560$ 2,572,391$ 3,256,169$ 1,215,769$ 1,379,351$ 1,885,598$ 1,950,609$ 1,396,055$ TOWN OF AVON CAPITAL PROJECTS INVENTORY 5-YEAR PLAN Section I, Page C-5 Proposed Current Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 2015 2016 2017 2018 ID CAPITAL IMPROVEMENT PROJECTS Facilities: General Government Facilities: F1 IT Server Room HVAC Upgrades - 15,000 15,000 - - - - - Transit / PW Facilities Improvement Project: F3 Public Works Improvements, (On-site and Lot 5)400,347 313,865 313,865 - - - - - F4 Final Design /Engineering Servisces (Grant #84)73,393 - - - - - - - F5 Final Design /Engineering Servisces (Grant #90)650,817 414,742 414,742 - - - - - F6 Transit Facility Construction (Grant #90)1,325,508 6,956,380 6,956,380 - - - - - F7 Transit Facility Construction (FASTER Grant)575,560 795,320 795,320 - - - - - F8 Transit Facility Construction (ARRA Grant)- 523,000 523,000 - - - - - Public Works Facilities F9 Cinder De-icer Storage - - - - - - - 200,000 F10 Large Vehicle Storage - - - - - - - 100,000 Transportation Facilities F11 Fuel Spill Cleanup 84,912 5,000 5,000 - - - - - F12 Fleet Maintenance Wash Bay Lift Replacement - - - 140,000 - - - - F13 Fleet Maintenance Lift Rebuild (2)- - - - 120,000 - - - F14 Fleet Maintenance EPDM Roof Replacement - - - - - 80,000 - - F15 Transit Bus Stop Improvements - - - - - - - 75,000 Cultural and Recreational Facilities: F16 Recreation Center EPDM Replacement - 80,000 149,680 - - - - - F17 Recreation Center - Showers & Pool Deck - - - 60,000 - - - - F18 Recreation Center - Water Slide Replacement (FR Fund)- - - 100,000 - - - - Land and Land Improvements: L1 Forest Service Land Acquisition 575 1,001,800 1,001,800 - - - - - H.A. Nottingham Park Improvements L2 Nottingham Park Capital Improvements 2013 Program - 85,000 85,000 - - - - - L3 Nottingham Park Zone C Improvements - Playground - - - 70,000 700,000 - L4 Nottingham Park - Remodel Restrooms (CEF)- - - 275,000 - - - - L5 Upper Athletic Field Replacement - - - - - 350,000 - - L6 Nottingham Park Stage - - - - - - 650,000 - L7 Pumphouse Remodel - - - - - 50,000 - - Projected TOWN OF AVON CAPITAL PROJECTS INVENTORY 5-YEAR PLAN Section I, Page C-6 Proposed Current Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 2015 2016 2017 2018 ID CAPITAL IMPROVEMENT PROJECTS Projected Roads and Streets: Street Improvements: R1 Annual Paving/Road Improvements 230,369 471,533 471,533 763,760 1,796,679 935,950 626,143 750,000 R2 Stonebridge Deck Repair and Overlay - 50,000 50,000 - - - - - R3 US Hwy 6 Shoulder Widening Contribution - - - 50,000 - - - - R4 Buck Creek Road Bridge Approach Slab Repair - - - - - 100,000 - - Streetscape Improvements R5 Avon Rd. UPRR Bridge Façade - - 98,107 - - - - - R6 Avon Road Monument Sign (2015 WC)- - - 100,000 - - - - R7 Avon Rd./I70 Overpass Pedestrian Improvements - - - - - 100,000 - - R8 2014 Mall Improvements - - - 1,600,000 - - - - R9 Metcalf Road - Retaining Wall Stabilization - - - - - 100,000 - - R10 Avon Rd. Streetscape Update - - - 200,000 - - - - R11 W. B/C Blvd. Streetscape Improvements (Lake St./Avon Rd.)- - - - - 75,000 750,000 - R12 E. Beaver Creek Blvd Streetscape - Avon Rd to BC Place - - - - - - 25,000 250,000 Multi-Modal/Alternative Mobility: R13 US Hwy 6 Trail Project: Avon Rd. - Stonebridge (CDOT)34 - - 900,000 900,000 - - - R14 US Hwy 6 Trail Project Undergrounding (CEF)- - - - 100,000 - - - R15 US Hwy 6 Eagle River Ped./Bike Bridge (GOCO)- - - 725,000 - - - - R16 Beaver Creek Overlook Trail Improvements - 10,000 30,000 - - - - - Recreational Trails Program: R17 Nottingham Trail-Buck Creek Trail connector - - - - - - 50,000 - R18 Buck Creek Trail Improvements - - - - - - - 150,000 R19 West Avon Access Improvements - - - 10,000 - - - - Utilities Waste Heat Recovery System Project: U1 Heat Recovery System Construction 13,521 - - - - - - - U2 Heat Recovery Expansion Study 30,000 - - - - - - - U3 Heat Recovery Expansion Design - 55,000 - - - - - - TOWN OF AVON CAPITAL PROJECTS INVENTORY 5-YEAR PLAN Section I, Page C-7 Proposed Current Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 2015 2016 2017 2018 ID CAPITAL IMPROVEMENT PROJECTS Projected Water Fund Projects W1 Metcalf Road Drainage - Phase 1 638,297 - - - - - - - W2 Nottingham Lake Liner Replacement 9,977 1,400,000 1,300,000 - - - - - Communications and Technology Communications: C1 UHF Radio System and Repeater - 34,800 34,800 - - - - - C2 Enterprise-wide Security Camera System Upgrade - 30,515 30,515 - - - - - e-Gov.: C3 Digital Ticketing - - - 60,000 - - - - C4 Paperless Packets - 26,950 26,950 - - - - - C5 CityVision Budgeting and BPM Software - - - 40,000 - - - - C6 Timekeeping Software and Peripheral Devices - - - 35,000 - - - - Strategic Planning Planning and Consulting: S1 Economic Development - 750,000 - - - - - - S2 Feasibility Study - Town Center West Lots B&C - 30,000 - - - - - - S3 Town Facilities Planning Study - 30,000 - - - - - - S4 Parking and Transportation Study - 30,000 - - - - - - Total Capital Improvement Projects 4,033,310$ 13,108,905$ 12,301,692$ 5,128,760$ 3,616,679$ 1,790,950$ 2,101,143$ 1,525,000$ 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-8 CAPITAL PROJECT DESCRIPTIONS IN ORDER OF SPREADSHEET ROWS F1 - Town Hall Server Room HVAC Project Description: The current server room is prone to overheating when the power goes out or the air condition units fail which will damage the servers. The project includes fail-over protection with another air conditioning unit on a different circuit, UPS protection for electrical spikes and surges, UPS fail notification system for IT staff and shut down of servers, new environmental monitors, and improved venting and circulation of the rack systems. Budget: 2013 $15,000 ---------------------------------------------------------------------------- F2, F3 - Relocating Public Works Operations Description: Public Works operations and modular building will be relocated at the existing site located at 500 Swift Gulch Road to make way for new bus storage building. The proposed improvements consist of relocating the existing modular office facility and accessory structures 500 feet north on the site. Also, the project includes installing improvements such as fencing and landscaping at 375 Yoder Avenue so that some Public Works operations can be located there. The office furniture for the bus storage facility and mezzanine that is not grant eligible is included with this project. Status: The project started in June 2012 and will be completed in 2013. Budget: 2012 $400,347 2013 $313,865 --------------------------------------------------------------------------- F4, F5, F6, F7, F8 - I-70 Regional Transportation Operations Facility (I70-RTOF) Project Description: The I-70 RTOF project consists of improvements to site infrastructure, construction of a 24- stall bus storage and maintenance facility and relocation of the public works modular building. The project is funded with $2,100,000 of Town Funds, $7,500,000 Federal Transit Administration Grant, $1,000,000 Colorado Department of Transportation FASTER Grant and $523,000 American Resource and Recovery Act Grant. Status: The project construction started in June 2012 and will be completed in Fall of 2013. Budget: 2011 $413,314 2012 $2,625,277 2013 $8,686,442 -------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-9 F-9 – Cinder and De-icer Storage Description: The uncovered cinder pile leaches deicer into the soil and drainage ways when it rains or snows on the pile. Also the cinders regularly freeze into large clumps making it difficult to load into the snowplows. The structure will prevent snow from landing on the pile and causing these issues thus improving snowplowing efficiency and mitigating environmental impacts. A dome-style structure would be constructed where the existing pile is located and will be partially obstructed from public view. 2018 $200,000 -------------------------------------------------------------------------------- F10 – Large vehicle storage for the Road and Bridge Department Description: When snow accumulates in the V-Box located on the back of the snow plow, it will freeze the auger that discharges the cinders onto the road. It takes up to 4-hours to defrost the cinders and auger in a garage. This lowers the reliability and efficiency of the snowplowing operations. A covered, non-heated structure will prevent snow from landing in the V-Box. 2018 $100,000 -------------------------------------------------------------------------------- F11 - Fuel Spill Clean-up Description: The clean-up of a fuel spill that was discovered during excavation for the I-70 ROTF around the oil water separators. Budget: 2012 $85,912 2013 $5,000 -------------------------------------------------------------------------------------- F12 - Fleet Wash Bay Lift Description: The fleet wash bay lift is no longer operational and needs to be replaced. The lift is used by fleet mechanics to clean vehicle undercarriages before repairing the vehicle. Currently, the mechanics are either not cleaning the undercarriages or doing it by hand. Budget: 2015 $140,000 ----------------------------------------------------------------------------------------- F13 - Rebuild Fleet Lifts Description: The existing fleet lifts are a core component of the fleet operations and almost 20-years old. These lifts are recommended to be rebuilt to ensure the safety of the mechanics and the reliability of fleet operations. Budget: 2015 $120,000 ----------------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-10 F14 - Fleet EPDM Roof Replacement Description: EPDM roofs have an expected life span of 20-years and the existing room will reach its expected life in 2016. This project will replace the EPDM roof with a similar material. Budget: 2016 $80,000 ------------------------------------------------------------------------------------ F15 - Transit Stop Improvements Description: Most of the existing transit stops have minimal signage, seating and no shelters. This project would improve the signage and add seating or shelters to improve the bus riding experience. Budget: 2014 $75,000 2018 $75,000 ------------------------------------------------------------------- F16 - Recreation Center EPDM Flat Roof Replacement Description: The existing flat EPDM roofs are approaching the end of their 20-year life span. The roofs frequently leak during rain events and snowmelt events, particularly in the aerobic room. This project will replace the existing EPDM on the three flat roofs on the recreation center. Budget: 2013 $80,000 ---------------------------------------------------------------------------------- F17 - Recreation Center Showers and Pool Floor Remodel (2015 WC) Description: The existing showers in the recreation center are nearly 20-years old and are due for an upgrade. The showers will be re-tilled, new plumping fixtures installed, and shower stalls replaced. The concrete slabs around the pool deck have settled causing a trip hazard and need to be repaired. The project is recommended to occur in 2014 in order spruce up the recreation center for the 2015 World Ski Championships. Budget: 2014 $60,000 ----------------------------------------------------------------- F18 - Recreation Center Waterslide Replacement Description: The Waterslide is scheduled for replacement in time for the 2015 Alpine World Championships. This is two years ahead of its useful life, however, the slide is deteriorated and sits as an important visual amenity in the Recreation Center. Budget: 2014 $100,000 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- L1 - Forest Service Land Acquisition Description: Participation with the US Forest Service, Eagle County, the Colorado State Land Board, and the Eagle Valley Land Trust, in a series of land exchanges that will permanently protect 2,140 acres of public lands. Status: The land acquisition closed on May 9th, 2013. Budget: 2013 $1,001,800 ---------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-11 L2 - 2013 Nottingham Park Improvements Description: The scope of these improvements in the park includes upgrading the playground equipment to meet current standards, resurfacing the tennis courts and replacing some park benches. Status: The improvements will be installed in the summer of 2013. Budget: 2013: $85,000 ---------------------------------------------------------------------------------------- L3 - Nottingham Park –New Playground Description: This project will replace the existing playground equipment with a new facility in its current location. The Park Master Plan recommended moving the playground to the current location of the restrooms. The location is recommended to be changed due to funding constraints. The new playground will be designed in 2014 for construction in 2016. Staff will seek out grant opportunities in 2015 to assist with funding the playground. Budget: 2014 $70,000 2015 $700,000 -------------------------------------------------------------------------------------- L4 - Nottingham Park – Remodel Restrooms Description: The existing restrooms are due for a remodel because of their location in the park and the on-going vandalism that occurs in the facility. The remodel will incorporate vandalism resistant fixtures and security features. The restrooms will be designed in 2016 for 2017 construction. Budget: 2014 $275,000 ------------------------------------------------------------------------------------- L5 - Nottingham Park – Athletic Field Replacement Description: The replacement of the irrigation system and athletic field turf are much needed and overdue. There are gaps in the irrigation coverage that lead to dormant turf or thin turf areas that can cause the field to play less consistently during a sports event and looks poorly. This leads to having to overwater some areas of the field in order to get sufficient water to the areas that need it. The French drain in the field is also not functioning properly which causes standing water to form under normal rainfall or irrigation events. The replacement of the 15-year old turf is also overdue. Most sand based athletic fields have a life span of 10-15 years under normal wear and tear and with yearly maintenance (aeration, fertilizing, top-dressing and over-seeding). Due to wear and tear from events such as Lacrosse, Soccer, Pond Hockey, Snowball, etc., the turf has been replaced in sections causing thin spots which have an impact on athletic play as well as overall aesthetics. Also, athletic field technology has advanced in the last 15 years to the point that sand based fields are no longer recommended. The new standard is for a sand/soil hybrid which better stands up to use. Budget: 2016 $350,000 ----------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-12 L6 – Nottingham Park – Stage Description: Construct a permanent stage in H.A. Nottingham Park near the upper athletic field to house numerous type of events including music, and stage. The performing arts pavilion will require a minimum stage size of approximately 25 feet by 35 feet, a roof, back of house space and electrical service. The stage can be constructed so that it will not encroach into the existing field by constructing the back of house operations to the side of the stage. The performing arts pavilion will be large enough to support the bands playing the Salute to the USA event, although additional equipment may have to be rented to accommodate such a large event. Budget: $650,000 ----------------------------------------------------------------------- L7 - Nottingham Park – Pump House Remodel Description: The Nottingham Park Irrigation Pump-house needs several improvements that will help improve efficiency and extend pump life. Currently, the pumps are not the same size. Upsizing the smaller pump to match the primary pump will allow the pumps to alternate on a weekly basis, which will extend the life of both pumps by more evenly matching working hours. The addition of new pump monitors (ie., low flow alarms, high flow or break alarms, and a flow meter) will help to conserve water by allowing the irrigation system to monitor watering use and adjust flow based on local weather data and type of landscaping. A VFD drive will lessen the impacts of the startup process by slowly bring the systems flow and pressure online based on demand, thus reducing breaks and damage to the system. Budget: 2016 $50,000 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- R1 - Annual Paving/Road Improvements Description: The Town’s annual street resurfacing and pavement maintenance program generally consists of asphalt overlays, slurry seals and related surface treatments such as curb and gutter, storm drainage repair, ADA Ramp updates and guardrail replacement or adjustment. New to this program is the addition of slurry seals to residential roads and rural roads in the Town. The slurry seals will extend the life of the asphalt by 4 to 5 years and is used in neighboring communities, including Vail and Eagle. The cost-benefit is significant because slurry seals cost 10% of what a road overlay costs resulting in a 2.5 return on investment. The slurry seal extends the life by preventing moisture from entering the road structure and reducing deterioration of the asphalt by ultra-violet radiation. The goal of the program is to start a 5-year slurry seal rotation and 20-year rebuild rotation for the roads. The paving locations are determined annually based on the Asphalt Paving Association rating system. Budget: 2014 $763,760 2015 $1,796,679 2016 $935,950 2017 $626,143 2018 $750,000 ----------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-13 R2 - Stonebridge Road Bridge Deck Description: Repair the existing concrete deck on the Stonebridge Road bridge and then add a 2” thick asphalt overlay. Budget: 2013 $50,000 ------------------------------------------------------------------------------------ R3 - U.S. Hwy. 6 Shoulder Widening Description: Contribution to CDOT to widen the shoulders along Hwy. 6 near Avon. This a partnership with CDOT, Eagle County, Edwards Community Authority, and Edwards Metro District to widen the shoulders to at least 4 feet to improve bicyclist safety. Budget: 2014 $50,000 --------------------------------------------------------------------------------- R4 - Buck Creek Road bridge approach slabs Description: Replace the existing approach slabs of the lower bridge with a different slab to prevent the excessive heaving. The slab heaving creates a drivability issue and makes snowplowing difficult. Budget: 2016 $100,000 ----------------------------------------------------------------------------------- R5 - Avon Road/Railroad Bridge Façade Update Description: The railroad bridge over Avon Road has a façade that is owned by the Town of Avon. The design and color scheme has not changed since the bridge was constructed in 1994. The project will update the color scheme, repair damage and add design features that will update the aesthetic look. This project is a priority for the 2015 World Cup Ski Championships. Budget: 2014 $98,107 _____________________________________ R6 - Avon Road Monument Sign Description: Construct a Welcome to Avon Monument Sign along Avon Road to improve the place making experience for the 2015 World Ski Championships. There are several potential locations including north side of roundabout one or northwest corner of roundabout 3. Budget: 2014 $100,000 -------------------------------------------------------------------------------- R7 - Avon Road/I-70 Interchange Pedestrian Improvements Description: The pedestrian experience along Avon Road underneath I-70 is important because it connects the Nottingham Road trail, Swift Gulch Road trail and the Nottingham Road neighborhood with the Town Core. It has poor connectivity, light poles in the way, and winter icing issues. The project will widen the path to the west separating it from traffic, replace the lighting and improve the safety in the area. Budget: 2016 $ 100,000 -------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-14 R8 - 2014 Pedestrian Mall Improvements in West Town Center: Description: The project scope will Start at the roundabout intersection of West Benchmark Road and Avon Road, extending west past the ‘old’ transit stop and thereafter following the existing pedestrian mall to the Prater Lane Day Care at intersection with Benchmark Road. Lettuce Shed Lane, between the Seasons and Lot 61 is also included in the study area. The project goals are to enhance the overall pedestrian experience of the mall, by improving landscape, paving, site furnishings, signage, and lighting and establish better spatial relationships with surrounding properties including office and residential buildings, restaurants, shops, businesses, civic services and parking lots. The overarching goal is to elevate the setting, image and appeal of Town Center by and establishing a more successful pedestrian connection between Avon Road with the civic area of town to west, which includes Nottingham Park, the Recreation Center, and Library. Budget: 2014 $1,600,000 ------------------------------------------------------------------------------- R9 - Metcalf Road Cliff Stabilization Description: The sandstone cliff above Metcalf Road just prior to the upper switchback was not stabilized during its original construction. The cliff is made up of loose sandstone that is steadily eroding and causing the lot immediately above to gradually erode toward the existing structure’s foundations. This project will install a retaining wall to prevent further erosion of the steep slope. Status: The condition of the slope does not present an immediate concern. Therefore, the design and construction of the project has been budgeted for 2015. Budget: 2015 $ 100,000 --------------------------------------------------------------------------- R10 - Avon Road Streetscape Update Description: The landscaping and streetscape was installed in 1998 and is showing signs of wear. Also, some of the landscaping is not compatible with the high traffic environment and needs to be replaced with hardier species. The project will repair and update the streetscape and modify the landscaping plan to include drought tolerant species that are compatible with a high traffic environment. Budget: 2014 $200,000 --------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-15 R11 - West Beaver Creek Boulevard Streetscape Improvements (Lake St. to Avon Rd.) Description: The existing West Beaver Creek Boulevard design is based on outdated projected traffic volumes because it was built prior to construction of the Post Boulevard interchange and the Eagle-Vail half-diamond interchange. The existing design is wider than required and is not pedestrian focused. The lack of development on Lot B also resulted in discontinuous sidewalk and the lack of a proper pedestrian crossing at Sun Road. This project will reduce the amount of vehicular lanes, add landscaping, additional lighting, median islands, and crosswalks to enhance pedestrian mobility and safety from Avon Road to Lake Street. An asphalt overlay will also be included as part of this project scope. Budget: 2016 $75,000 2017 $750,000 --------------------------------------------------------------------------- R12 - East Beaver Creek Boulevard Streetscape Improvements (Avon Rd. to BC Place) Description: East Beaver Creek Boulevard was constructed based on higher traffic volumes than exist today and what will occur at build-out. This has resulted in an asphalt width larger than necessary and a vehicular orientated design. This project will reduce the amount of vehicle lanes, add median islands with landscaping, and incorporate traffic calming measures. Status: The $25,000 programmed for 2016 includes design and the $250,000 programmed from 2017 includes construction of the improvements from approximately Avon Road to Beaver Creek Place. Budget: 2017 $25,000 2018 $250,000 ----------------------------------------------------------------- R13, R14 - Eagle Valley Trail – Avon Road to Stonebridge Description: The Town of Avon, and the ECO Trails Department partnered to obtain a grant to construct a trail on the north side of US 6 from Avon Road to Stonebridge Road. The entities received a $355,000 grant from CDOT for the project from the enhance grant program. The ECO Trails Department has committed $520,000 for construction of the project and paid for the design. This is the first part of a four phase project. The first phase was to construct the trail from Post Blvd to the Eagle-Vail half diamond and was completed in 2012. The second phase is to extend the trail from Stonebridge Road to Post Blvd and is scheduled for construction this year. The third phase is to construct the trail across the Eagle River and Beaver Creek near Avon Road. This is the final phase and will connect the trail from Beaver Creek to Stonebridge Road. The above-ground electric lines will be placed underground along the route and will be paid for out of the community enhancement fund. Budget: 2014 $900,000 2015 $900,000 ____________________________________ 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-16 R15 - Eagle Valley Trail - Eagle River Bridge at Avon Road Description: Construct a bridge for a pedestrian and bicycle trail across the Eagle River adjacent to Avon Road. The trail will connect the existing Eagle Valley Trail on the north side of the river with the trail to be constructed along the north side of Hwy. 6 in 2015. The project is a partnership with the ECO trail committee, which is committing $53,000 for the construction and paid for the design. Both parties obtained GOCO grant in the amount of $497,000. Budget: 2014 $725,000 ---------------------------------------------------------------------------------- R16 - Beaver Creek Overlook Trail Improvements Description: This project includes adding 6 stall parking lot across the street from Town owned property to alleviate neighborhood impacts of the trailhead. The project is included with the 2013 Street Improvement program. Budget: 2013 $30,000 ----------------------------------------------------------------------------- R17 - Nottingham Trail-Buck Creek Trail Connector Description: This spur trail will connect the existing Nottingham Road Bike Path to the Buck Creek Road/Nottingham Road intersection. The scope includes a paved trail from path to Nottingham Road, pedestrian improvements at the intersection, and pedestrian improvements from the intersection to the Buck Creek Trailhead. A portion of this scope was originally proposed as part of the postponed Nottingham Road improvement project. Status: This project is scheduled for implementation in 2017 and is dependent on available funding. Budget: 2017 $50,000 --------------------------------------------------------------------------- R18 - Buck Creek Trail Improvements Description: Construction of a gravel surface trail on the east side of Buck Creek from Swift Gulch Road north to the existing Buck Creek trailhead. The easement for this project was dedicated to the Town as part of the Buck Creek PUD. Budget: 2018 $150,000 ----------------------------------------------------------------------------- R19 – West Avon Preserve Access Improvements Description: Currently, there is only single-track bike access to the south east entrance to the West Avon Preserve. This project will provide for several on-street parking spaces, improved signage and obtaining CDOT permits to formally allow access to the West Avon Preserve across CDOT, I70 right-of-way. ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-17 U1 – Heat Recovery Project Description: The Heat Recovery system extracts heat from the Eagle River Water and Sanitation District Sewer effluent, transfers the heat energy to a closed loop that is then used to heat the Recreation Center Pools. Wind energy is used to operate the system, thus providing for a carbon neutral way to heat the recreation center pools. Budget: 2010 – 2012: $3,797,963 ----------------------------------------------------------------------------- U2 - Heat Recovery Expansion Study Description: Examine the feasibility of expanding the heat recovery system to the Avon Transit Center and the Mall Improvement project. This involves extending a heat loop from the heat distribution building east of the recreation center to the existing snowmelt tubing at the Avon Transit Center and to the future mall improvements. Budget: 2013 $50,000 -------------------------------------------------------------------------- U3 - Heat Recovery Expansion Design Description: Design and prepare construction documents to extend the heat recovery system to the Avon Transit Center and the Mall Improvement project. The project has been put on hold pending a decision on the expansion of the recreation center. Budget: $0 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- W1 – Metcalf Road Drainage Improvements Description: The Project consists of the installation of twin 66” x 51” culverts, twin 24” culverts, and two separate 18” culverts for a total four crossings of Metcalf Road. Associated concrete headwalls and wingwalls, boulder walls, and erosion control measures are included in the scope of work. Budget: 2011 – 2012 - $925,640 ----------------------------------------------------------------------------- W2 - Benchmark Lake at Nottingham Park Lake Liner Replacement Description: Benchmark Lake was constructed in 1978 with a PVC liner that has an expected 15 year life span. The liner has not been replaced since it was originally installed and has deteriorated to the point where it leaks approximately 2 to 3 cfs of water. The liner will be replaced with a more durable liner material and accumulated sediment. Also, several other improvements are planned for the lake including improving the beach area, grading a shallow area for figure skating, replacement of irrigation intake structure, cleaning the sediment pond and replacing several inlet pipes. Status: Construction will occur in August through November 2013, after the summer season ends. Budget: 2012 $50,000 2013 $1,250,000 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-18 C1 - UHF Radio System and Repeater Description: The Town currently uses Sprint / Nextel push to talk technology to communicate among departments without the need to place a cell phone call when they need to talk to another employee. This technology is changing in the summer of 2013 and our testing to date has not proven to be a satisfactory communication solution for the departments. The affected groups are recreation special events, police department, parks, fleet and public works. The Town owns a private UHF radio band that can be accessed via an antenna being placed within the Town. Each department would need to purchase radios so they would have the necessary number to cover shifts and special events. The Nextel / Sprint push to talk phones that are used only for that function would go away, saving the Town an estimated $8,900 per year in cell phone costs. Once the radios are purchased and the tower and antenna are installed, there are no monthly fees associated with operation of the radio system. Status: This is a budget estimate based on one quote the Town has received to date. A full project RPF will be performed early in 2013 to have this completed before the Nextel / Sprint system is changed over in the summer. Budget: 2013 $34,800 ------------------------------------------------------------------------ C2 - Enterprise-wide Security Camera System Upgrade Description: Upgrade of the existing security camera system in the Recreation Center, as well as an upgrade to the existing system in the Police Department. This will create one central system that can be used in the Municipal Building, the Recreation Center and the Cabin. Other locations can be added to this system in the future. Many of the cameras in the Recreation Center are not operational and they are all very old technology and poor quality. This would include adding a few more cameras throughout the Municipal Building as well as replacing all existing cameras in the Recreation Center and the Cabin with new Ethernet networked cameras that can be viewed from any Town of Avon network computer. This new system will also provide the Town with video data capture for up to 30 days at a time for historical purposes Status: This will allow the Town to have a centralized security camera system that the Town of Avon Police Department is already trained and familiar with the operation and use of. Budget: 2013 $30,515 ---------------------------------------------------------------------------------- 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-19 C3 – Digital Ticketing Description: Currently all tickets issued by the police department are manually written out by the officer at the time the ticket is issued. The ticket is then manually entered into the Intergraph system that the police department uses for ticket tracking purposes. The ticket is then also manually entered into the Sleuth court system so the ticket can be tracked in the Avon Municipal Court application. An electronic ticketing solution would allow officers to scan the driver’s license and all of that data would be captured electronically to a handheld device. The officer can complete the ticket on the device, print out a hard copy to give to the citizen and they are done. The electronic information can then be downloaded from the hand held device and automatically interfaced to the Integraph and Sleuth Court system which would eliminate all of the duplication of effort that exists today in both systems. Status: This project is scheduled for a 2014 installation Budget: 2014 $60,000 ---------------------------------------------------------------------------------- C4 - Paperless Packets Description: There is a desire to reduce the amount of paper that is generated for each Town Council and Planning and Zoning Commission meetings. This will allow the Town to be more efficient in the packet preparation as well as reduce the use of paper and supplies and reduce costs associated with generating the paper packets. This will also require the Town to purchase 14 laptops to provide to members. We will upgrade our existing Laserfiche environment to allow members of each group to remotely access completed electronic packets in a secure manner. The upgrade will also feature the use of the Laserfiche workflow product which will automatically route the electronic files that complete the packets and have staff members sign off on each document as it progresses through the process. Status: Proposed time line is 2013 budget. After this upgrade the automatic workflow process will allow for greater efficiency in the packet generation as well as delivery of the packet securely to Town Council and Planning and Zoning members. Budget: 2013 $26,950 C5 – City Vision Software Description: City Vision is an affordably priced integrated budgeting, analysis and reporting solution that streamlines and simplifies the overall budgeting process. Budget: 2014 - $40,000 ------------------------------------------------------------------------------ C6 – Timekeeping Software and Peripheral Devices Description: The timekeeping software assists in monitoring employee time and attendance, control labor costs, help minimize compliance risks and improve workforce productivity through data collection. Budget: 2014 - $35,000 2014 CIP, Water Fund & CEF October 03, 2013 Appendix F Section 1, Page C-20 S1 – Economic Development Description: This CIP budget item did not have a specific project identified. The goal was to reserve funds for seed money to promote economic development. This project has been removed from the CIP budget. ------------------------------------------------------------------------------------- S2 - Feasibility Study – Town Center West Lot B and C Description: Hire a consultant to examine the feasibility of using tax increment financing and other government subsidies to stimulate the development of Lot B and C, Avon Center. Budget: 2013 $30,000 ------------------------------------------------------------------------------------ S3 – Town Facilities Planning Study Description: An analysis of the different available options for the public facilities in the Town Center including Town Hall, Recreation Center, Fire Station and Parking. Project removed because it was performed by Town Staff. -------------------------------------------------------------------------------------- S4 - Parking Study – Town Center Description: Develop a parking study that will analyze the recently adopted plans for the Town Center area, update parking numbers, evaluate locations for structured parking facilities and develop financing scenarios for the parking facilities. Budget: 2013 $50,000 ---------------------------------------------------------------------------------------- Section I, Page D-1 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Taxes 8,561,561$ 8,953,370$ 9,380,036$ 9,513,185$ Licenses and Permits 207,670 311,600 325,100 172,500 Intergovernmental 886,942 918,883 953,842 964,199 Charges for Services 1,268,889 1,372,071 1,387,690 1,312,576 Fines and Forfeitures 151,533 177,750 107,275 110,275 Investment Earnings 21,155 50,000 15,000 15,000 Other Revenue 269,714 306,180 285,550 308,569 Total Operating Revenues 11,367,464 12,089,854 12,454,493 12,396,304 Other Sources Capital Lease Proceeds - 25,000 25,000 - Transfer-In From Capital Projects Fund 217,204 227,571 201,006 246,559 Total Other Sources 217,204 252,571 226,006 246,559 TOTAL REVENUES 11,584,668$ 12,342,425$ 12,680,499$ 12,642,863$ EXPENDITURES General Government 2,844,361$ 2,666,111$ 2,664,772$ 2,884,874$ Community Development 549,983 578,020 577,018 478,797 Public Safety 2,551,489 2,598,206 2,582,788 2,716,008 Public Works 2,780,096 1,868,379 1,702,299 1,704,052 Recreation and Culture 2,148,410 3,650,969 3,584,840 3,693,002 Total Operating Expenditures 10,874,338 11,361,685 11,111,717 11,476,733 Contingency - - - 60,000 Other Uses Transfers-Out to Town Center West Fund 15,000 15,000 15,000 45,000 Transfers-Out to Transit 810,000 755,000 776,000 907,000 Transfers-Out to Fleet Maintenance 100,000 95,000 150,000 150,000 Total Other Uses 925,000 865,000 941,000 1,102,000 TOTAL EXPENDITURES 11,799,338 12,226,685 12,052,717 12,638,733 NET SOURCE (USE) OF FUNDS (214,670) 115,740 627,782 4,130 FUND BALANCES, Beginning of Year 3,777,944 3,563,274 3,563,274 4,191,056 FUND BALANCES, End of Year 3,563,274$ 3,679,014$ 4,191,056$ 4,195,186$ FUND BALANCES: Restricted For: 3% TABOR Emergency Reserve 428,947$ 428,947$ 428,947$ 450,000$ Assigned For: Special Events - - - 225,000 2015 World Alpine Ski Championships - - - 200,000 Unassigned: 25% Minimum Reserve Balance 2,949,835 3,056,671 3,013,179 3,159,683 Stabilitzation Balance 184,492 193,396 748,929 160,503 TOTAL FUND BALANCES 3,563,274$ 3,679,014$ 4,191,056$ 4,195,186$ MUNICIPAL SERVICES General Fund #10 Section I, Page D-2 Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 Taxes: 51101 General Property Tax 1,640,438$ 1,628,008$ 1,628,008$ 1,475,738$ 51102 General Property Tax - Delinquent Collections (14,351) 50 654 500 51103 General Property Tax - Interest 2,375 1,000 1,000 1,000 51104 General Property Tax - Abatements 1,323 - (152) - 51201 Specific Ownership Tax 92,105 100,000 100,000 100,000 51301 Sales Tax 5,585,224 5,891,352 6,255,450 6,505,668 51302 Utility Tax 127,060 135,000 110,000 110,000 51303 Accommodation Tax 733,397 792,960 880,076 915,279 51304 Penalties and Interest 18,340 15,000 15,000 15,000 51305 Sales Tax Audit Assessments 3,596 5,000 5,000 5,000 51402 Franchise Fees 372,054 385,000 385,000 385,000 51000 Total Taxes 8,561,561 8,953,370 9,380,036 9,513,185 Licenses and Permits: 52101 Liquor Licenses 10,030 10,000 10,000 10,000 52102 Business Licenses 19,885 20,000 23,000 23,000 52103 Contractor's Licenses 10,785 10,500 10,500 10,500 52201 Building Permits 126,615 250,000 260,500 107,900 52205 Road Cut Permits 40,355 21,000 21,000 21,000 52206 Other Licenses and Permits - 100 100 100 52000 Total Licenses and Permits 207,670 311,600 325,100 172,500 Intergovernmental: Federal Grants: 53106 Click It or Ticket 2,900 5,000 5,000 5,000 53107 Ballistic Vests 884 1,800 1,800 1,400 53199 Other Federal Grants 3,824 - - - State Grants 53204 High Visibility/LEAF 27,835 36,000 36,000 36,000 Local Government/Other Agency 53402 Eagle County- Special Events Contribution - 6,000 6,000 - 53402 Eagle County- Trail Safety and Repair 7,340 - - - 53900 Eagle River Youth Coalition 5,048 8,500 8,500 8,500 Subtotal: Grants 47,831 57,300 57,300 50,900 Revenue Detail MUNICIPAL SERVICES General Fund Section I, Page D-3 Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 Revenue Detail MUNICIPAL SERVICES General Fund State/County Shared Revenue: 53301 Conservation Trust 61,748 65,000 65,000 65,000 53302 Motor Vehicle Registration 22,681 22,000 22,000 22,000 53303 Highway User's Tax 182,527 187,615 187,615 187,615 53304 Cigarette Tax 42,576 47,000 47,000 47,000 53305 County Sales Tax 376,760 383,968 418,927 435,684 53306 Road & Bridge Fund 151,240 153,000 153,000 153,000 53308 State Severance Tax 1,579 3,000 3,000 3,000 Subtotal: Shared Revenue 839,111 861,583 896,542 913,299 53000 Total Intergovernmental 886,942 918,883 953,842 964,199 Charges for Services: General Government: 54101 Sales of Map and Publications - 100 100 100 54102 Photocopying Charges 40 300 300 300 54103 License Hearing Fees 150 100 100 100 54104 Other Fees and Charges 2,331 1,250 1,250 1,250 54201 Plan Check Fees 68,835 137,000 169,000 58,100 54202 Subdivision Review Fees 1,959 1,000 1,000 1,000 54203 Design Review Fees 18,871 20,000 20,000 20,000 54204 Animal Control Fees 640 1,000 1,000 1,000 54205 Abatement Services 6,435 5,500 5,500 5,500 54206 Fire Impact Fee Administration Fees 672 5,000 2,500 2,500 54301 Police Reports 785 600 600 600 54302 Police Extra Duty 14,155 12,600 12,600 12,600 54303 Fingerprinting Fees 5,292 4,000 4,000 4,000 54304 VIN Inspection Fees 12,585 12,500 12,500 12,500 54305 False Alarm Fees/Misc Police Dept Fees 6,665 4,500 4,500 4,500 54306 National Night Out 400 500 500 500 54399 DUI Reimbursement 12,127 3,000 3,000 3,000 Subtotal: General Govern.151,942 208,950 238,450 127,550 Recreation Facility: 54601 Admission Fees 738,277 790,000 790,000 802,226 54602 Program Fees 41,713 40,000 40,000 40,000 54603 Rentals 20,859 22,000 40,000 40,000 54604 Merchandise Sales 7,792 8,000 8,000 8,000 54605 Childcare 8,346 9,000 9,000 9,000 54606 Rec Center Services 15,038 15,000 15,000 15,000 54607 Fitness Program Revenues 47,539 40,000 40,000 40,000 Section I, Page D-4 Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 Revenue Detail MUNICIPAL SERVICES General Fund Other Recreation: 54651 Adult Program Revenues 8,261 12,000 12,000 12,000 54652 Cabin Equipment Rentals 28,885 28,000 28,000 28,000 54653 Athletic Field Rentals 4,488 4,465 4,465 5,000 54654 Cabin Concessions 4,135 5,000 5,000 5,000 54655 Youth Program Revenues 97,843 109,000 109,000 109,000 54676 Sponsorships 34,115 65,000 37,500 44,250 54678 Event Fees 59,656 15,656 11,275 12,550 54679 Special Event Admission Fees - - - 15,000 Subtotal: Recreation 1,116,947 1,163,121 1,149,240 1,185,026 54000 Total Charges for Services 1,268,889 1,372,071 1,387,690 1,312,576 Fines and Forfeitures: 55101 Court Fines - Traffic 105,300 125,000 57,000 60,000 55102 Court Fines - Criminal 18,527 25,000 25,000 25,000 55103 Court Fines - Parking 3,835 5,000 5,000 5,000 55105 Court Costs 10,013 10,000 10,000 10,000 55106 Jury Fees - 150 150 150 55107 Bond Forfeitures - 500 500 500 55109 Miscellaneous Court Revenues - 100 100 100 55110 Police Training Surcharge 11,133 12,000 8,250 8,250 55120 Police Forfeiture Revenue 2,725 - 1,275 1,275 55000 Total Fines and Forfeitures 151,533 177,750 107,275 110,275 Investment Earnings: 57101 Interest 21,155 50,000 15,000 15,000 57000 Total Investment Earnings 21,155 50,000 15,000 15,000 Other Revenues: 58101 Recreational Amenity Fees 209,187 205,000 214,450 214,450 58109 Bond Issuance Fees 10,472 10,100 10,100 10,100 58201 Lease of Town-Owned Property 6,300 42,500 21,000 44,019 58996 Miscellaneous Reimbursements - 8,580 - - 58999 Miscellaneous Nonclassified Revenues 43,755 40,000 40,000 40,000 58000 Total Other Revenues 269,714 306,180 285,550 308,569 50000 TOTAL REVENUES 11,367,464$ 12,089,854$ 12,454,493$ 12,396,304$ Section I, Page D-5 Department Expenditure Summaries Original or Final Prev. Amend.Revised Proposed Dept./Div.Actual Budget Budget Budget Number Description 2012 2013 2013 2014 General Government: Legislative: 111 Mayor and Town Council 174,669$ 177,734$ 180,710$ 455,975$ 112 Boards and Commissions 11,938 15,307 15,307 15,307 113 Town Attorney 553,562 250,000 240,000 155,000 Total Legislative 740,169 443,041 436,017 626,282 Judicial: 121 Municipal Court 134,934 115,054 111,763 106,996 Administration: 131 Town Manager 385,752 262,907 261,569 221,401 115 Town Clerk 102,781 107,410 107,654 176,293 132 Human Resources 228,956 272,385 281,409 243,728 133 Community Relations 108,674 117,085 95,031 135,346 149 Nondepartmental 277,694 325,087 338,001 262,222 Total Administration 1,103,857 1,084,874 1,083,664 1,038,990 Finance Department: 141 Finance 618,056 704,588 712,434 772,300 143 Information Systems 247,345 318,554 320,894 340,306 Total Financial Administration 865,401 1,023,142 1,033,328 1,112,606 Total General Government 2,844,361 2,666,111 2,664,772 2,884,874 Community Development: 211 Administration 41,813 46,502 46,402 - 212 Planning 266,558 237,158 235,236 236,923 213 Building Inspection 112,762 126,485 127,505 129,398 214 Economic Development 128,850 167,875 167,875 112,476 Total Community Development 549,983 578,020 577,018 478,797 Police Department: 311 Administration 541,191 529,769 526,995 533,151 312 Patrol 1,915,284 1,960,107 1,945,406 1,964,998 313 Investigations 95,014 108,330 110,387 217,859 Total Police 2,551,489 2,598,206 2,582,788 2,716,008 MUNICIPAL SERVICES General Fund Section I, Page D-6 Department Expenditure Summaries Original or Final Prev. Amend.Revised Proposed Dept./Div.Actual Budget Budget Budget Number Description 2012 2013 2013 2014 MUNICIPAL SERVICES General Fund Public Works: 411 Administration 66,861 - - - 412 Engineering 221,099 259,859 220,630 269,478 413 Roads and Streets 1,371,021 1,608,520 1,481,669 1,434,574 414 Facilities Maintenance 333,342 - - - 415 Parks 787,773 - - - Total Public Works 2,780,096 1,868,379 1,702,299 1,704,052 Recreation and Culture: 513 Special Events 293,092 334,892 304,177 260,665 514 Administration 381,620 263,219 254,007 319,848 515 Adult Programs 27,344 35,505 34,705 32,785 516 Aquatics 406,727 469,896 468,686 424,757 517 Childcare 35,990 40,761 40,889 38,685 518 Fitness 131,527 135,747 135,752 152,715 519 Front Desk 203,151 232,795 225,909 249,355 520 Maintenance 511,061 - - - 521 Youth Programs 124,460 133,209 132,209 127,186 522 Cabin 33,438 52,033 10,534 43,647 551 Parks and Grounds - 912,009 951,833 1,041,229 571 Buildings and Facilities - 1,040,903 1,026,139 1,002,130 Total Recreation and Culture 2,148,410 3,650,969 3,584,840 3,693,002 TOTAL OPERATING EXPENDITURES 10,874,338$ 11,361,685$ 11,111,717$ 11,476,733$ Section II, Page 1 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 To w n C e n t e r W e s t M a i n t e n a n c e F u n d SEE THE GENERAL FUND - PARKS & RECREATION DEPARTMENT Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY Fund: Town Center West Maintenance Fund The Town Center West Maintenance Fund receives fund transfers in from the General and Urban Renewal Funds. Monies are used for maintenance of the "pedestrian mall", including summer landscaping and winter snow removal. The Director of Parks and Recreation oversees the Fund uses, which are accounted for in the Parks and Recreation Department. Section II, Page 2 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Other Revenue: Insurance Proceeds -$ -$ -$ -$ Miscellaneous Nonclassified Revenues - - - - Total Operating Revenues - - - - Other Sources Transfers In - General Fund 15,000 15,000 15,000 45,000 Transfers In - Urban Renewal Authority 275,000 275,000 275,000 200,000 TOTAL REVENUES 290,000 290,000 290,000 245,000 EXPENDITURES Public Works: Main Street Maintenance 295,815 300,700 301,040 245,089 Total Operating Expenditures 295,815 300,700 301,040 245,089 TOTAL EXPENDITURES 295,815 300,700 301,040 245,089 NET SOURCE (USE) OF FUNDS (5,815) (10,700) (11,040) (89) FUND BALANCES, Beginning of Year 76,793 26,773 70,978 59,938 FUND BALANCES, End of Year 70,978$ 16,073$ 59,938$ 59,849$ MUNICIPAL SERVICES Town Center West Maintenance Fund #21 Section II, Page 3 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services Commodities Contract Services 700 700 700 Other Operating Costs 250 250 250 Capital Outlay Total -$ 950$ 950$ 950$ Department Expenditures by Program Av o n U r b a n R e n e w a l F u n d Fund: Avon Urban Renewal Fund Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY SEE CAPITAL PROJECTS & TOWN CENTER WEST MAINTENENANCE FUND Proposed Budget 2014 The Urban Renewal Fund's main source of funding is property tax increment revenues for Urban Renewal Plan areas within the Town. The Town Center West Urban Renewal Plan Area was created in 2008, and is the only plan area within Avon; it has a 25-year life of increment finance. Property tax increment revenues for 2014 are based upon an increment of $12,092,700 and an overlapping mill rate of 61.044, representing a 3.3% decrease for 2014. Refinance of the existing Vectra Bank loan, in the amount of $6,0125,000, at an estimated fixed rate of 4%, is included in the 2013 budget. Funds from the refinance and available surplus balances will provide $750,000 to the Capital Project Fund for the Mall Improvement in 2014. In 2014, funds transferred to the Town Center West Maintenance Fund, are reduced to $200,000. The Urban Renewal Fund is administered by the Finance Director. Section II, Page 4 FUND SUMMARY Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Taxes 743,212$ 753,921$ 742,412$ 738,187$ Investment Earnings 4,378 5,525 5,525 1,461 Total Operating Revenues 747,590 759,446 747,937 739,648 Other Sources Transfers In - General Fund - - - - Loan Proceeds - - 6,605,000 - TOTAL REVENUES 747,590 759,446 7,352,937 739,648 EXPENDITURES Current: General Government - 950 950 950 Capital Improvements 53,773 358,743 100,000 - Debt Service: Principal 270,000 280,000 6,015,000 280,000 Interest 193,565 195,985 183,777 263,466 Debt Issuance Costs - - 150,000 - Treasurer Fees 28,829 28,000 22,618 22,146 Fiscal Charges 1,000 - 1,000 1,000 Other Uses Transfers Out - Capital Projects Fund - - - 750,000 Transfers Out - Town Center West Mtc. Fund 275,000 275,000 275,000 200,000 TOTAL EXPENDITURES 822,167 1,138,678 6,748,345 1,517,562 NET SOURCE (USE) OF FUNDS (74,577) (379,232) 604,592 (777,914) FUND BALANCES, Beginning of Year 877,095 1,170,387 802,518 1,407,110 FUND BALANCES, End of Year 802,518$ 791,155$ 1,407,110$ 629,196$ FUND BALANCES: Restricted For: Debt Service 552,525$ 552,525$ 620,200$ 620,200$ Capital Improvements 104,970 - 750,000 - Urban Renewal 145,023 238,630 36,910 8,996 TOTAL FUND BALANCES 802,518$ 791,155$ 1,407,110$ 629,196$ AVON URBAN RENEWAL AUTHORITY Summary Section II, Page 5 Function: General Government/Financial #140 Department: Finance #140 Program: Avon Urban Renewal Authority #148 Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Account Description 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries -$ -$ -$ -$ 61301 FT Pension - - - - 61303 Wellness - - - - 61304 Employee Assistance Program - - - - 61401 FICA/Medicare - - - - 61501 Group Health and Life Insurance - - - - 61505 Long-term Disability Insurance - - - - 61507 Dental Insurance - - - - 61509 Worker's Compensation - - - - 61510 Unemployment Insurance - - - - 61000 Total Personnel - - - - Commodities: 62905 Books and Periodicals - - - - 62999 Office Supplies and Materials - - - - 62000 Total Commodities - - - - Contract Services: 63101 Legal Services - 500 500 500 63203 Printing and Reproduction - 200 200 200 63000 Total Contract Services - 700 700 700 Other Operating Costs: 64901 Advertising/Legal - 250 250 250 64000 Total Other Operating Costs - 250 250 250 60000 Total Expenditures -$ 950$ 950$ 950$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section II, Page 6 Department:Finance Program:Avon Urban Renewal Authority Account 2014 Number Account Name Justification Budget 63101 Legal Services AURA General Counsel Services 500$ 500 63230 Printing and Reproduction Printing 200 200 63000 Total Contract Services 700$ 64901 Advertising and Legal Legal Notices 250$ 250 64000 Total Other Operating Costs 250$ Section II, Page 7 Debt Service Summary Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 DEBT SERVICE 931 Series 2009, Vectra Bank Loan: 64303 Treasurer Fees 28,829 28,000 22,618 22,146 65101 Principal 270,000 280,000 6,015,000 280,000 65102 Interest 193,565 195,985 183,777 263,466 65103 Fiscal Charges 1,000 - 1,000 1,000 65104 Debt Issuance Costs - - 150,000 - 60000 Sub-total 493,394 503,985 6,372,395 566,612 60000 TOTAL DEBT SERVICE 493,394 503,985 6,372,395 566,612 AVON URBAN RENEWAL AUTHORITY Debt Service Section II, Page 8 CIP Projects Inventory Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 CAPITAL IMPROVEMENT PROJECTS Roads and Streets: Street Improvements: 32012 Lake Street Realignment Design -$ -$ -$ -$ 32013 Lake Street Construction - - - - 32014 Main Street Design - - - - 32015 Main Street Easements - - - - 32016 Main Street Construction 53,773 358,743 100,000 - 32017 Benchmark Road Design - - - - Total Capital Improvement Projects 53,773$ 358,743$ 100,000$ -$ AVON URBAN RENEWAL AUTHORITY Capital Projects Section II, Page 9 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Fund: Community Enhancement Proposed Budget 2014 Co m m u n i t y E n h a n c e m e n t F u n d Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY SEE CAPITAL PROJECTS FUND The Community Enhancement Fund (CEF) originates from the Franchise Agreement the Town of Avon has with Holy Cross Energy to sell electricity to the Town. 1% of the revenue generated by Holy Cross Energy in the Town of Avon is placed in the Community Enhancement Fund and is restricted to the following uses: Beautification Projects, Energy Conservation Projects, Equipment and Technology Upgrades for Schools, Scholarship Funds, Acquisition of open space and/or park land and development, Sponsorship of Special Community Events, Undergrounding of Overhead Electric and Other Utility Lines. The CEF generates $75,000/year and there is $533,330 currently in the CEF Fund Balance. Projects in the CIP proposed to be funded by the CEF include the remodel of the restrooms in H.A. Nottingham Park ($275,000) in 2014 and undergrounding of the power lines along the Eagle Valley Trail between Eaglebend Apartments and Stonebridge Drive. The Town Engineer administers the Community Enhancement Fund. Section II, Page 10 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Other Revenue: Community Enhancement Fees 72,862$ 75,000$ 75,000$ 75,000$ Total Operating Revenues 72,862 75,000 75,000 75,000 Other Sources Transfers In - General Fund - - - - TOTAL REVENUES 72,862 75,000 75,000 75,000 EXPENDITURES Public Works: Community Enhancement - - - - Total Operating Expenditures - - - - Other Uses Transfers Out - Capital Projects Fund - 350,000 - 275,000 TOTAL EXPENDITURES - 350,000 - 275,000 NET SOURCE (USE) OF FUNDS 72,862 (275,000) 75,000 (200,000) FUND BALANCES, Beginning of Year 385,468 460,468 458,330 533,330 FUND BALANCES, End of Year 458,330$ 185,468$ 533,330$ 333,330$ FUND BALANCES: Restricted For: Community Enhancement Projects 458,330$ 185,468$ 533,330$ 233,330$ Assigned For: US Hwy 6 Trail Project Undergrounding - - - 100,000 TOTAL FUND BALANCES 458,330$ 185,468$ 533,330$ 333,330$ MUNICIPAL SERVICES Community Enhancement Fund #23 Section II, Page 11 Fund: Water Department: Water Utilities Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 48,720$ 52,971$ 42,013$ 43,047$ Commodities - - - - Contract Services 41,233 62,500 62,500 122,500 Other Operating Costs 26,900 25,150 25,150 28,250 Capital Outlay - - - - Total 116,853$ 140,621$ 129,663$ 193,797$ Department Expenditures by Program Water Utilities 116,853$ 140,621$ 129,663$ 193,797$ Total 116,853$ 140,621$ 129,663$ 193,797$ 1. Construction bid and management of Nottingham Lake liner replacement. 2. Implementation of wetland enhancement into the Lake liner replacement. 3. Advancement of Mountain Star water tank and fire flow evaluations. Estimated Personnel Time 90% Estimated Nonpersonnel Costs 135,675$ Total Activity Cost 174,417$ Performance Metric(s)Projects completed on time and on budget Estimated Personnel Time 10% Estimated Nonpersonnel Costs 15,075$ Total Activity Cost 19,380$ Performance Metric(s)Community Survey DEPARTMENT OPERATIONS Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS Wa t e r F u n d The Water Fund collects revenues, which are restricted to water related projects and expenses. Revenues are generated by a $4,000 per Single Family Equivalent (SFE) water tap fee and a $3.25/SFE/month fee on the water bill. Expenditures in the Water Fund include engineering and construction of projects, water attorney fees and irrigation ditch maintenance. The 2014 ditch maintenance reflects significant work to catch-up on deferred maintenance . In addition, revenues are contributed to third parties for water quality monitoring, river clean-up and associated projects. The Water Fund is administered by the Town Engineer. Approximately 15% of the Engineer's total administration time is charged to the Water Fund. Management of Capital Water Projects: Includes accounts payable and payroll processing and general accounting; revenue collection, compliance, licensing and administration; procurement compliance and fixed asset inventory; internal control structure and asset safekeeping; and preparation of the Town's comprehensive annual financial report. Long-range Planning: Includes oversight of water rights and work on the resolution of issues with the Water Authority as identified in the 2013-14 Strategic Plan. Section II, Page 12 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Charges for Services: Water Surcharges 148,233$ 145,000$ 145,000$ 145,000$ Tap Fees 49,485 252,000 265,220 20,000 Tap Fees - Mountain Star 6,945 - 13,677 - Total Charges for Services 204,663 397,000 423,897 165,000 Other Revenues Nonclassified Revenues 1,233 - - - TOTAL REVENUES 205,896$ 397,000$ 423,897$ 165,000$ EXPENDITURES Water Utilities 116,853 140,621 129,663 193,797 Total Operating Expenditures 116,853 140,621 129,663 193,797 Other Uses Transfers Out - Capital Projects Fund 648,273 1,250,000 1,300,000 - TOTAL EXPENDITURES 765,126 1,390,621 1,429,663 193,797 NET SOURCE (USE) OF FUNDS (559,230) (993,621) (1,005,766) (28,797) FUND BALANCES, Beginning of Year 2,339,866 1,663,063 1,780,636 774,870 FUND BALANCES, End of Year 1,780,636$ 669,442$ 774,870$ 746,073$ FUND BALANCES: Restricted For: Water Projects 1,780,636$ 669,442$ 774,870$ 146,073$ Assigned For: Mountain Star Water Tank Contribution - - - 600,000 TOTAL FUND BALANCES 1,780,636$ 669,442$ 774,870$ 746,073$ MUNICIPAL SERVICES Water Fund #24 Town of Avon Line Item Detail Section II, Page 13 Function: Utilities Department: Public Works Program: Water Utilities #424 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 21,817$ 27,336$ 35,148$ 39,325$ 30,857$ 31,667$ 61106 Paid Out Leave - - 1,750 378 292 304 61111 FT Bonuses - - 1,250 - - - 61121 PTS Wages 842 - - - - - 61122 PTS Bonuses 58 - - - - - 61151 Overtime 68 62 40 - - - 61201 Automobile Allowance 612 612 930 552 900 900 61301 FT Pension 1,384 2,264 4,130 4,367 3,368 3,517 61302 PTS Pension 49 - - - - - 61304 Employee Assistance Program 6 8 10 11 8 8 61401 FICA/Medicare 335 390 572 584 457 477 61501 Group Health and Life Insurance 1,810 3,267 3,604 6,368 4,952 4,957 61505 Long-term Disability Insurance 126 160 179 226 171 176 61506 Short-term Disability Insurance 92 123 149 - - - 61507 Dental Insurance 165 290 333 567 441 441 61509 Worker's Compensation 181 332 509 472 472 501 61510 Unemployment Insurance 48 80 116 121 95 99 61000 Total Personnel 27,593 34,924 48,720 52,971 42,013 43,047 Contract Services: 63101 Legal Service 38,857 13,607 23,388 25,000 25,000 45,000 63102 Audit and Accounting Services 1,500 1,500 1,500 1,500 1,500 1,500 63104 Engineering Services 2,888 2,058 2,926 3,000 3,000 1,000 63999 Other Contract Services 4,704 65,152 13,419 33,000 33,000 75,000 63000 Total Contract Services 47,949 82,317 41,233 62,500 62,500 122,500 Other Operating Costs: 64902 Financial Donations & Contributions 6,000 6,200 26,650 24,900 24,900 28,000 64905 Insurance Premiums 186 164 250 250 250 250 64000 Total Other Operating Costs 6,186 6,364 26,900 25,150 25,150 28,250 60000 Total Water Utilities 81,728$ 123,605$ 116,853$ 140,621$ 129,663$ 193,797$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section II, Page 14 Department:Public Works Program:Water Utilities Account 2014 Number Account Name Justification Budget Water Engineers and Water Attorney 63101 Legal Services Services for Water Rights Filing 45,000$ 45,000 63102 Audit and Accounting Services 2013 Audit 1,500 1,500 63104 Engineering Services Miscellaneous Engineering Services 1,000 1,000 Ditch Maintenance 60,000 63999 Other Contract Services Restoration of south face of dam 15,000 75,000 63000 Total Contract Services 122,500$ Discretionary Funding: Watershed Council 4,000$ Urban Runoff Group Projects 10,000 Financial Support, Donations ERWSD & USGS 13,000 64902 and Contributions Eagle River Cleanup 1,000 28,000 64905 Insurance Premiums Commercial and Umbrella Coverage 250 250 64000 Total Other Operating Costs 28,250$ Section II, Page 15 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Proposed Budget 2014 Af f o r d a b l e H o u s i n g F u n d Fund: Affordable Housing Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY NO EXPENDITURES ARE PROVIDED IN THE 2014 BUDGET. A PROGRAM FOR USE OF THE MONIES WILL BE DEVELOPED IN EARLY 2014. The Affordable Housing Fund was established to receive payment from two developments: *846,000 from the Westin Riverfront development, and $100,000 from the original Gates Development (now known as The Ascent). The exactions were paid in full satisfaction of the employee housing impact fee and mitigation requirements. Monies in the Fund may be used for any purpose deemed appropriate by the Town Council. The Town Manager administers the Affordable Housing Fund. Section II, Page 16 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Investment Earnings 319$ -$ 1,389$ 1,311$ Other Revenue: Nonclassified Revenues 36,144 - 137,727 2,429 Total Operating Revenues 36,463 - 139,116 3,740 Other Sources Transfers In - General Fund - - - - Total Other Sources - - - - TOTAL REVENUES 36,463 - 139,116 3,740 EXPENDITURES General Government: Affordable Housing 115,700 1,700 - - Total Operating Expenditures 115,700 1,700 - - TOTAL EXPENDITURES 115,700 1,700 - - NET SOURCE (USE) OF FUNDS (79,237) (1,700) 139,116 3,740 FUND BALANCES, Beginning of Year 651,675 535,975 572,438 711,554 FUND BALANCES, End of Year 572,438$ 534,275$ 711,554$ 715,294$ MUNICIPAL SERVICES Affordable Housing Fund #25 Town of Avon Line Item Detail Section II, Page 17 Function: General Government/Executive #130 Department: N/A Program: Affordable Housing #193 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64501 Down Payment Assistance - - 114,000 - - - 64902 Financial Support, Donations, & Cont.- 1,700 1,700 1,700 - - 64903 Econcomic Development - - - - - - 64000 Total Other Operating Costs - 1,700 115,700 1,700 - - 60000 Total Expenditures -$ 1,700$ 115,700$ 1,700$ -$ -$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section II, Page 18 Department:General Government/Executive Program:Affordable Housing Account 2014 Number Account Name Justification Budget Discretionary Funding: Financial Support, Donations - Eagle County Loan Fund Down 64902 and Contributions Payment Assistance Program - - 64000 Total Other Operating Costs - Section II, Page 19 Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW Fund: Facilities Reserve Fund Fa c i l i t i e s R e s e r v e F u n d The Facilities Reserve Fund (FRF) was originally established to accumulate funds to maintain major Town of Avon equipment that have a limited useful life and will need refurbishment or replacement such as elevators, air handlers, and vehicle lifts. The Town has not budgeted monies for the FRF since 2009. These expensive pieces of equipment also are appropriate to fund, depending on magnitude of cost and expected useful life, from the CIP Fund or the General Fund. To reduce duplicate purposes, and to better identify funding priorities, the balance of the FRF has been consolidated into the 2014 CIP Fund revenues. Section II, Page 20 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Other Revenue -$ -$ -$ -$ Total Operating Revenues - - - - Other Sources Transfers In - General Fund - - - - TOTAL REVENUES - - - - EXPENDITURES Public Works: Facilities Maintenance - - - - Total Operating Expenditures - - - - Other Uses Transfers Out - Capital Projects Fund - - - 413,251 TOTAL EXPENDITURES - - - 413,251 NET SOURCE (USE) OF FUNDS - - - (413,251) FUND BALANCES, Beginning of Year 413,251 413,251 413,251 413,251 FUND BALANCES, End of Year 413,251$ 413,251$ 413,251$ -$ MUNICIPAL SERVICES Facilities Reserve Fund #26 Section II, Page 21 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Fund: Debt Service Proposed Budget 2014 De b t S e r v i c e F u n d Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY SEE FUND SUMMARY The Debt Service fund is used to account for the accumulation of resources for the payment of principal and interest on the Town's debt not accounted for in any other fund. Property taxes are levied to pay the Town's Series 2004 General Obligation Refunding bonds, which were issued to finance the Town's roundabouts in 21996. A decline of 9.13% in assessed valuation from the previous year, will increase the mill rate from 3.027 to 3.341 to generate the amount of property taxes necessary to meet the debt service requirements. Also included in the fund, are the Series 1999 Sales Tax Revenue Refunding Bonds, with a maturity of 2014. Funding for these bonds in 2004 is provided from revenues in the Capital Projects Fund. The Series 2010, Certificates of Participation are also accounted for in the Debt Service Fund, including the $510,285 held in trust for the certificates. The Finance Director administers the Debt Service Fund. Section II, Page 22 Fund Summary Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 REVENUES Taxes: 51101 General Property Taxes 569,156$ 546,140$ 557,510$ 550,523$ 51102 Property Tax - Delinquent (5,044) - - - 51103 Property Tax - Interest & Penalties 195 - - - 51104 Property Tax - Abatement (2,090) - - - 51000 Total Taxes 562,217 546,140 557,510 550,523 Investment Earnings: 57101 Investment Earnings 957 1,000 1,000 1,000 Other Sources: 59201 Transfers-In from Capital Projects Fund 710,594 714,666 714,666 712,829 59000 Total Other Sources 710,594 714,666 714,666 712,829 50000 TOTAL REVENUES 1,273,768 1,261,806 1,273,176 1,264,352 EXPENDITURES Debt Service: 919 Series 1999, Sales Tax Revenue Refunding Bonds 65101 Principal 405,000 425,000 425,000 445,000 65102 Interest 58,012 39,585 39,585 20,248 922 Series 2004, G.O. Refunding Bonds 65101 Principal 445,000 455,000 455,000 475,000 65102 Interest 90,397 73,710 73,710 58,013 924 Series 2010, Certificates of Participation 65101 Principal 120,000 125,000 125,000 125,000 65102 Interest 128,481 126,081 126,081 123,581 911 64303 County Treasurer Fees 11,293 10,930 11,150 11,010 65103 Fiscal Agent Fees 2,500 6,500 6,500 6,500 Total Debt Service 1,260,683 1,261,806 1,262,026 1,264,352 60000 TOTAL EXPENDITURES 1,260,683 1,261,806 1,262,026 1,264,352 NET SOURCE (USE) OF FUNDS 13,085 - 11,150 - FUND BALANCES, Beginning of Year 494,552 494,552 507,637 518,787 FUND BALANCES, End of Year 507,637$ 494,552$ 518,787$ 518,787$ MUNICIPAL SERVICES Debt Service Fund #31 Section II, Page 23 Fund: Transit Dept: Transportation Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 441,503$ 410,092$ 413,152$ 492,103$ Commodities 97,458 104,675 104,675 111,582 Contract Services 24,602 18,767 18,767 74,517 Other Operating Costs 324,876 376,524 379,980 544,539 Debt Service 60,220 60,220 60,220 60,220 Capital Outlay 378,044 112,023 114,517 411,100 Total 1,326,703$ 1,082,301$ 1,091,311$ 1,694,061$ Department Expenditures by Program Administration 88,601$ 48,222$ 51,678$ 205,485$ Operations 1,238,102 1,034,079 1,039,633 1,286,737 Wash Bay - - - 201,839 Total 1,326,703$ 1,082,301$ 1,091,311$ 1,694,061$ Authorized Positions Transit Director 0.35 --- Transit Superintendent 1 1 1 1 Bus Driver 3 3 3 3 Total 4.35 4 4 4 1. Participated in key decisions in finalizing finishes and improvements in the new Avon Regional Transportation Facility. 2. Initiated service to Buffalo Ridge apartments. 3. Negotiated lease agreement with ECO for bus storage. Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW Tr a n p o r t a t i o n D e p a r t m e n t ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS The Transportation Department is the singular department of the Transit Fund and is responsible for all transportation related activities for the Town of Avon. The Department's core responsibilities consist of developing and sustaining effective, safe, and consistent community transportation programs for the residents and guests of the Town of Avon. The Transit Fund operates as an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Transit Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Transportation Department is administered by the Transit Superintendent who coordinates both the operational and administrative areas; with operational oversight greater is the winter and general non- operational duties heavier in the summer. Section II, Page 24 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:89,968$ Total Activity Cost:205,485$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:67% Estimated Nonpersonnel Costs:669,040$ Total Activity Cost:862,114$ Performance Metric(s):Winter cost per rider per route Winter on time performance Community Survey Estimated Personnel Time:33% Estimated Nonpersonnel Costs:329,527$ Total Activity Cost:424,623$ Performance Metric(s):Summer cost per rider per route Summer on time performance Community Survey Proposed Budget 2014 PROGRAM ACTIVITIES AND OPERATIONS Tr a n s p o r t a t i o n D e p a r t m e n t Administration: The Transit Superintendent oversees the day-to-day bus service routes, transit program development, strategic planning, funding allocations, establishes performance goals, pursues coordination strategies, develops a passenger feedback systems, designs and implements advertising and promotion, completes annual reports, budgets, ADA certification and compliance, drug/alcohol program, vehicle procurement, Federal Transit Administration, Region VIII/Colorado Department of Transportation grant solicitation/management, and Intergovernmental Agreement/Third Party contract execution. The Transit Superintendent occasionally fills in for drivers on sick leave or during hiring transitions. Route Operations: Includes service design/service implementation schedule and policy, system safety and security, fleet management, customer (guest) service protocols, employee standards, seasonal employee recruitment, training, and certification, performance metric(s), and day to day field operational supervision. Winter Service: Three (3) route operations occur during the winter months: The Black Line serving the Avon Core and residential areas other than Wildridge, a Skier Shuttle, supported with funding from Beaver Creek, and evening Restaurant Shuttle. Hours and route frequency are summarized in the table below. The Town provides in-kind bus service for The Birds of Prey World Cup, running additional buses. Summer Service: The seven-day per week Black Line Route operates occur during the summer months: The Black Line serves the Avon Core and residential areas other than Wildridge. In 2014, a smaller 25- seat shuttle van will operate the route to meet the lower demand. Hours and route frequency are summarized in the table below. Winter Winter Winter Loop Winter Summer Summer Summer Loop Summer Annual Route Op Hrs Frequence # Buses Time Serv. Hr.Op Hrs Frequence # Buses Time Serv. Hr.Cost Black Line 6:30-6:30 30 Min 1 30 Min 2,279 7:00-6:30 30 1 30 3,161 $442,979 Skier Shuttle 8:00-6:00 15 -30 Min 2 30 Min 2,913 $237,206 Restaurant Shuttle 6:00-10:00 30 Min 1 30 Min 625 $50,894 $0 Total Service Hrs 5,817 Total Service Hrs 3,161 $731,079 Grand Total Service Hours 8,978 Section II, Page 25 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:113,423$ Total Activity Cost:201,839$ Performance Metric(s):Internal Survey Cost Recovery Tr a n s p o r t a t i o n D e p a r t m e n t Proposed Budget 2014 Wash Bay: Located in the Bus Storage Facility, a wash bay is sized for large buses and smaller vehicles and equipment. The bay also includes a service station for checking fluids and daily checklists. Charges are estimated each year based upon the operational and maintenance costs of operating the wash bay, including staff time for servicing vehicles. Section II, Page 26 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Taxes 40,032$ 40,317$ 40,317$ 39,999$ Intergovernmental 305,351 88,498 90,494 328,000 Charges for Services 87,969 90,000 90,594 312,252 Other Revenues 3,172 26,500 7,636 47,632 Total Operating Revenues 436,524 245,315 229,041 727,883 Other Sources Transfers In from General Fund - Operating 810,000 755,000 776,000 825,000 Transfers In from General Fund - Capital - - - 82,000 Total Other Sources 810,000 755,000 776,000 907,000 TOTAL REVENUES 1,246,524 1,000,315 1,005,041 1,634,883 EXPENDITURES Transportation 1,326,703 1,082,301 1,091,311 1,694,061 TOTAL EXPENDITURES 1,326,703 1,082,301 1,091,311 1,694,061 NET SOURCE (USE) OF FUNDS (80,179) (81,986) (86,270) (59,178) FUND BALANCES, Beginning of Year 702,512 622,333 622,333 536,063 FUND BALANCES, End of Year 622,333$ 540,347$ 536,063$ 476,885$ MUNICIPAL SERVICES Transit Enterprise Fund #52 Section II, Page 27 Revenue Detail Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 Taxes: Property Taxes 51101 Property Tax/ Gates GID 39,999 40,317 40,317 39,999 51103 Current & Delinquent interest 33 - - - 51000 Total Taxes 40,032 40,317 40,317 39,999 Intergovernmental: Federal Grants: 53104 FTA Grant 305,351 88,498 90,494 328,000 53000 Total Intergovernmental 305,351 88,498 90,494 328,000 Charges for Services: Transportation: 54501 Beaver Creek 78,000 90,000 90,000 90,000 54502 Charter/Special Event Revenues- Snowball 9,969 - - - 54507 Wash Bay Services- External - - 594 144,870 54902 Wash Bay Services- Internal - - - 77,382 54000 Total Charges for Services 87,969 90,000 90,594 312,252 Other Revenues: 58201 Lease of Town-owned Property - 22,500 3,636 43,632 58995 Bus Advertising Revenues 3,172 4,000 4,000 4,000 58999 Miscellaneous Nonclassified Revenues - - - 58000 Total Other Revenues 3,172 26,500 7,636 47,632 Other Sources: 59201 Transfers In from General Fund - Operating 810,000 755,000 776,000 825,000 59201 Transfers In from General Fund - Capital - - - 82,000 59000 Total Other Sources 810,000 755,000 776,000 907,000 50000 TOTAL REVENUES 1,246,524 1,000,315 1,005,041 1,634,883 MUNICIPAL SERVICES Transit Enterprise Fund #52 Section II, Page 28 Fund: Fleet Dept: Fleet Maintenance Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 537,932$ 640,077$ 634,799$ 649,526$ Commodities 405,144 410,823 416,173 434,384 Contract Services 61,805 69,626 93,176 67,280 Other Operating Costs 93,670 121,938 113,338 113,110 Debt Service 255,150 253,406 253,406 261,522 Capital Outlay 22,951 30,000 24,351 19,120 Total 1,376,652$ 1,525,870$ 1,535,243$ 1,544,942$ Department Expenditures by Program Fleet Maintenance 1,366,968$ 1,512,870$ 1,523,693$ 1,544,942$ Wash Bay 9,684 13,000 11,550 - Total 1,376,652$ 1,525,870$ 1,535,243$ 1,544,942$ Authorized Positions Fleet Director 0.25 --- Fleet Manager 1 1 1 1 Accounting Assistant II 1 1 1 1 Mechanic I-II 5 5 5 5 Mechanics Helper -1 1 1 Total 7.25 8 8 8 1. Met Cost Recovery Ratio and increased revenues to third parties by 30% over 2012 revenues. 2. Reorganized facility space to accommodate the Buildings Division. 3. Critically reviewed motor pool and reduced underused stock by 6 cars. Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW Fl e e t M a i n t e n a n c e D e p a r t m e n t ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS The Fleet Maintenance Fund is an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Fleet Maintenance Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Fleet Department is the only division in the Fund and provides vehicle and rolling stock service for Town of Avon as well as other third party governmental agencies. The Fleet Department is administered by the Fleet Manager who spends approximately 90% on general department administration, and the balance on mechanic training and hands-on support. Section II, Page 29 Fund: Fleet Dept: Fleet Maintenance Budget Summary Estimated Personnel Time:35% Estimated Nonpersonnel Costs:313,396$ Total Activity Cost:540,730$ Performance Metric(s):70% Cost Recovery Internal Survey Estimated Personnel Time:65% Estimated Nonpersonnel Costs:582,020$ Total Activity Cost:1,004,212$ Performance Metric(s):70% Cost Recovery Internal Survey Proposed Budget 2014 PROGRAM ACTIVITIES AND OPERATIONS Fl e e t M a i n t e n a n c e D e p a r t m e n t Town of Avon Vehicles and Rolling Stock: Town departments are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a billable total cost recovery of 70% from work through the year. Third Party Vehicles and Rolling Stock: Third party governmental agencies are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a cost recovery of 70% from total work through the year. Section II, Page 30 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Charges for Services 1,031,412$ 1,348,982$ 1,337,733$ 1,299,935$ Other Revenue 13,376 - 710 - Total Operating Revenues 1,044,788 1,348,982 1,338,443 1,299,935 Other Sources Transfers-In from General Fund 100,000 95,000 150,000 150,000 Capital Lease Proceeds - 30,000 30,000 - Total Other Sources 100,000 125,000 180,000 150,000 TOTAL REVENUES 1,144,788 1,473,982 1,518,443 1,449,935 EXPENDITURES Public Works: Fleet Maintenance 1,366,968 1,512,870 1,523,693 1,544,942 Washbay 9,684 13,000 11,550 - Total Operating Expenditures 1,376,652 1,525,870 1,535,243 1,544,942 TOTAL EXPENDITURES 1,376,652 1,525,870 1,535,243 1,544,942 NET SOURCE (USE) OF FUNDS (231,864) (51,888) (16,800) (95,007) FUND BALANCES, Beginning of Year 553,491 321,627 321,627 304,827 FUND BALANCES, End of Year 321,627$ 269,739$ 304,827$ 209,820$ MUNICIPAL SERVICES Fleet Maintenance Enterprise Fund #61 Section II, Page 31 Revenue Summary Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 Charges for Services: 54806 3rd Party Fleet Maintenance Charges 624,518$ 722,814$ 722,814$ 722,814$ 54901 Departmental Fleet Maintenance Chrgs 356,522 555,870 559,621 557,121 54902 Wash Bay Charges 41,235 45,298 45,298 - 54903 Sales of Fuel 9,137 25,000 10,000 20,000 54000 Total Charges for Services 1,031,412 1,348,982 1,337,733 1,299,935 Other Revenues: 58205 Insurance Reimbursements 7,931 - - - 58999 Miscellaneous Nonclassified Revenues 5,445 - 710 - 58000 Total Other Revenues 13,376 - 710 - Other Sources: 59201 Transfers In - General Fund 100,000 95,000 150,000 150,000 59303 Capital Lease Proceeds - 30,000 30,000 - 59000 Total Other Sources 100,000 125,000 180,000 150,000 50000 TOTAL REVENUES 1,144,788$ 1,473,982$ 1,518,443$ 1,449,935$ MUNICIPAL SERVICES Fleet Maintenance Enterprise Fund #61 Section II, Page 32 Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Fleet and Heavy Equipment 423,369 251,608 251,608 277,199 Recreation Center Equipment 49,236 45,944 45,944 104,703 Computer and Office Equipment 75,081 39,415 39,415 77,500 Total 547,686$ 336,967$ 336,967$ 459,402$ Fund: Equipment Replacement Fund Proposed Budget 2014 Eq u i p m e n t R e p l a c e m e n t F u n d Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY This fund is used to account for the rental of certain vehicles and equipment to other departments for the accumulation of funds for future replacements. The Equipment Replacement Fund is administered by the Finance Director with assistance from other department heads.. Section II, Page 33 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Charges for Services 447,199$ 450,035$ 450,035$ 563,570$ Total Operating Revenues 447,199 450,035 450,035 563,570 Other Sources Sales of Fixed Assets 70,400 11,000 26,500 3,500 Capital Lease Proceeds 217,004 124,608 124,608 188,062 Total Other Sources 287,404 135,608 151,108 191,562 TOTAL REVENUES 734,603 585,643 601,143 755,132 EXPENDITURES Capital Outlay: Fleet and Heavy Equipment 423,369 251,608 251,608 277,199 Recreation Center Equipment 49,236 45,944 45,944 104,703 Computer and Office Equipment 75,081 39,415 39,415 77,500 Machinery and Equipment - - - - TOTAL EXPENDITURES 547,686 336,967 336,967 459,402 NET SOURCE (USE) OF FUNDS 186,917 248,676 264,176 295,730 FUND BALANCES, Beginning of Year 1,982,423 2,169,340 2,169,340 2,433,516 FUND BALANCES, End of Year 2,169,340$ 2,418,016$ 2,433,516$ 2,729,246$ MUNICIPAL SERVICES Equipment Replacement Internal Service Fund #63 Section II, Page 34 Revenue Detail Original or Final Prev. Amend.Revised Proposed Account Actual Budget Budget Budget Number Description 2012 2013 2013 2014 Charges for Services: Equipment Rental Charges 54904 Town Manager 700$ 462$ 462$ 211$ 54904 Finance 398 382 382 381 54904 Information Systems 22,194 25,381 25,381 31,663 54904 Nondepartmental 12,396 13,753 13,753 13,510 54904 Comm Dev - Administration 743 234 234 - 54904 Comm Dev - Planning 1,904 1,621 1,621 1,855 54904 Comm Dev - Building Inspection 2,939 2,903 2,903 2,148 54904 Police - Administration 10,686 7,462 7,462 7,222 54904 Police - Patrol 80,675 81,871 81,871 82,762 54904 Police - Investigations 5,244 5,244 5,244 4,427 54904 Engineering 2,741 - 2,539 2,539 54904 Public Works - Administration - 2,539 - - 54904 Public Works - Roads and Streets 79,013 75,932 75,932 86,254 54904 Public Works - Parks 61,056 62,797 - - 54904 Town Center West 18,199 18,232 18,232 15,624 54904 Transit 2,476 2,476 2,476 39,838 54904 Wash Bay - - - 22,003 54904 Fleet Maintenance 4,575 4,559 4,559 4,021 54904 Parks & Recreation - Special Events 2,589 2,588 2,588 2,099 54904 Parks & Recreation - Administration 5,031 5,031 5,031 4,507 54904 Parks & Recreation - Aquatics 39,728 39,811 39,811 42,479 54904 Parks & Recreation - Fitness 54,725 54,870 54,870 56,670 54904 Parks & Recreation - Maintenance 35,739 38,143 - - 54904 Parks & Recreation - Youth Programs 221 209 209 209 54904 Parks & Recreation - Cabin 3,227 3,536 3,536 1,496 54904 Parks & Recreation - Parks and Grounds - - 62,797 63,028 54904 Parks & Recreation - Bldgs and Facilities - - 38,143 78,625 54000 Total Charges for Services 447,199 450,035 450,035 563,570 Other Sources: 59101 Sale of Fixed Assets 70,400 11,000 26,500 3,500 59303 Capital Lease Proceeds 217,004 124,608 124,608 188,062 59000 Total Other Sources 287,404 135,608 151,108 191,562 50000 TOTAL REVENUES 734,603$ 585,643$ 601,143$ 755,132$ MUNICIPAL SERVICES Equipment Replacement Internal Service Fund #63 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section II, Page 35 Department:N/A Program: Fleet and Heavy Equipment #811 Account 2014 Number Account Name Justification Budget EQUIPMENT REPLACEMENT: Fleet and Heavy Equipment General Administration- Nondepartmental: Hybrid Sedan 25,137$ Public Works - Road/Bridge: Pickup with Plow 31,500 Police Dept - Patrol: Chevrolet Tahoe (1), Replacement 66501 Automobiles and Light Duty Trucks for Units #327 32,500 89,137 Public Works - Road/Bridge: 66502 Heavy Trucks and Moving Equipment Plow Truck 188,062 188,062 66000 Total Capital Outlay 277,199$ Fleet and Heavy Equipment Going to Auction in 2014: #320 Chevrolet Tahoe TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section II, Page 36 Department:N/A Program:Recreation Equipment #812 Account 2014 Number Account Name Justification Budget EQUIPMENT REPLACEMENT: Recreation Center Fitness: Recumbent Bicycles (3)13,245$ Upright Bicycles (3)12,540 Seated Calf Station 3,211 Aerobics Dumbbells 3,600 Hip Abduction Station (2)6,422 Leg Press Station 3,011 Leg Curl 3,211 Leg Extension 3,211 Squat Rack 3,647 Chest Press/Olympic Bar 1,591 Cabin: Pedal Boats (10)22,000 66407 Athletic and Recreational Equipment Floating Dock 29,014 104,703 66000 Total Capital Outlay 104,703$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section II, Page 37 Department:N/A Program:Computers and Office Equipment #813 Account 2014 Number Account Name Justification Budget EQUIPMENT REPLACEMENT: Computers and Office Equipment Finance: Laptop Computer 1,500$ Information Systems: VM Host Server 45,000 Muni Application Server 25,000 66402 Computers and Peripherals Rec Center Switch 6,000 77,500 66000 Total Capital Outlay 77,500$ Section II, Page 38 THIS PAGE INTENTIONALLY LEFT BLANK Section III, Page A-1 Fund: General Dept: General Government Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 968,963$ 869,591$ 869,363$ 901,545$ Commodities 27,093 23,520 22,757 32,500 Contract Services 658,942 377,755 351,008 273,386 Other Operating Costs 319,484 369,903 386,516 563,737 Capital Outlay 4,478 2,200 1,800 1,100 Total 1,978,960$ 1,642,969$ 1,631,444$ 1,772,268$ Department Expenditures by Program Mayor and Town Council 174,669$ 177,734$ 180,710$ 455,975$ Boards and Commissions 11,938 15,307 15,307 15,307 Town Attorney 553,562 250,000 240,000 155,000 Municipal Court 134,934 115,054 111,763 106,996 Town Manager 385,752 262,907 261,569 221,401 Town Clerk 102,781 107,410 107,654 176,293 Human Resources 228,956 272,385 281,409 243,728 Community Relations 108,674 117,085 95,031 135,346 Nondepartmental 277,694 325,087 338,001 262,222 Total 1,978,960$ 1,642,969$ 1,631,444$ 1,772,268$ Authorized Positions Town Manager/Acting Town Manager 1 1 1 1 Assistant Town Manager/Director of Admin Services -1 1 1 HR Generalist 1 1 1 1 Personnel Assistant 1 1 1 1 Court Clerk / Planning Tech 1 1 1 1 Community Relations Officer 0.75 0.75 0.75 0.75 Total 4.75 5.75 5.75 5.75 Ge n e r a l G o v e r n m e n t Proposed Budget 2014 DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY Budget Summary The General Government Department includes the Mayor/Council budget plus the direct appointees of the Council, including the Town Manager, Town Attorney, Municipal Judge, Prosecutor and Planning and Zoning Commission. Duties of the Town Clerk's office are included in the Department, as well as a Nondepartmental budget, which accounts for the global expenditures of the General Fund. The Town Manager is the Chief Executive and Administrative Officer for the Town of Avon and oversees all operations and activities of the Town. The expenditures for the Town Manager, however, are accounted for entirely in General Government. The Assistant Town Manager is responsible for the duties of the Town Clerk and supervision of the Human Resources and Community Relations operations. Section III, Page A-2 Fund: General Dept: General Government Budget Summary 1. Development and implementation of the 2013-14 Town of Avon Strategic Plan. 2. Design and implementation of a Town-wide records management plan, including Laserfiche. 3. Negotiations and finalization of the Traer Creek Settlement Term Sheet, including commencement of the 4. Establishment of a Employee Benefit Committee; updating of the salary survey, and development of a salary step program and 360 performance evaluations. Estimated Personnel Time:100% Estimated Nonpersonnel Costs:286,305$ Financial Support Contributions:22,250 Economic Development Investments:238,825 Total Activity Cost:455,975$ Performance Metrics:Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:2,000 Total Activity Cost: $ 15,307 Performance Metrics:Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$24,145 Total Activity Cost: $ 106,996 Performance Metrics: Community Survey Estimated Personnel Time:Contract Services Estimated Nonpersonnel Costs:NA Total Activity Cost: $ 155,000 Performance Metrics:Internal Survey Community Survey Proposed Budget 2014 PROGRAM ACTIVITIES AND OPERATIONS .75% Add-on Retail Sales Fee on November 1st. Ge n e r a l G o v e r n m e n t 2013 MAJOR ACCOMPLISHMENTS Town Council: The Town Council elects the Mayor, and together the elected officials serve as the legislative body for the Town, setting policy and adopting and updating the Municipal Code, as needed. Contributions to outside agencies and investments for economic development, which are provided by other jurisdictions are approved by the Town Council. Planning & Zoning Commission: A seven (7) person board, the Commission implements as authorized the land use code regulations and leads long-range planning. Municipal Court: Avon’s Home Rule Charter Section 10.2 establishes the Municipal Court that has “exclusive original jurisdiction of all causes arising under the ordinances of the town as may be conferred by law”. The Town Council appoints the Town Prosecutor and the Municipal Judge, who presides over the Court to hear violations of the Town of Avon Ordinances. Town Attorney: The Town Attorney, appointed through an Agreement for Legal Services, serves as the legal representative of the Town , advising the Town Council and staff. Section III, Page A-3 Fund: General Dept: General Government Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$11,911 Total Activity Cost: $ 221,401 Performance Metrics:Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$11,520 Total Activity Cost: $ 176,293 Performance Metrics: Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$43,000 Total Activity Cost: $ 243,728 Performance Metrics: Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$74,620 Total Activity Cost: $ 135,346 Performance Metrics: Community Survey Proposed Budget 2014 Ge n e r a l G o v e r n m e n t Internal Survey Internal Survey Internal Survey Town Manager: Appointed by the Council and serving as the Chief Executive and Administrative Officer, the Manager, in addition to general administrative responsibilities, is tasked with enforcing the laws and ordinances of the Town, oversight of all Town personnel, the preparation and implementation of the annual budget, attending Council meetings and participating in discussions with the Council in an advisory capacity, and establishing a system of accounting and auditing for the Town. Town Clerk: The Town Clerk’s office is responsible for maintaining the Town’s official records and the minutes of all meetings, as well as providing notifications to the public per the Town’s Charter. The office is responsible for the administration of municipal elections and for the administration of business and liquor licenses. The Clerk’s office also responds to citizen inquiries concerning Town legislation and public records requests. Human Resources: Human Resources oversee organizational and employee related programs for the town, some of which functions include recruiting, hiring, retention, compensation and benefits administration, compliance with federal & state regulations, and risk management. Community Relations: The Community Relations office plays a primary role in communicating with the Town of Avon residents through the accurate and consistent flow of public information and promotion of special events to the media and the Town’s various constituencies. The “Communications Plan” adopted in 2010 outlines the Town’s communication goals, objectives, and tactics, and guides of how the town works to “build community through communications”. Town of Avon Line Item Detail Section III, Page A-4 Function: General Government/Legislative #110 Department: N/A Program: Mayor and Town Council #111 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61121 PTS Wages 51,000$ 51,000$ 51,000$ 51,000$ 51,000$ 51,000$ 61207 Telephone Allowance 480 480 480 480 480 480 61302 PTS Pension 1,913 1,913 1,913 1,913 1,913 1,913 61401 FICA/Medicare 717 654 371 774 774 774 61501 Group Health and Life Insurance 34,626 73,658 92,553 96,773 96,773 106,433 61507 Dental Insurance 4,600 10,872 10,851 7,560 8,820 8,820 61509 Worker's Compensation 13 80 83 96 96 96 61510 Unemployment Insurance 102 153 153 154 154 154 61000 Total Personnel 93,451 138,810 157,404 158,750 160,010 169,670 Commodities: 62801 Employee Recognition 881 - 1,056 - - 1,000 62000 Total Commodities 881 - 1,056 - - 1,000 Contract Services: 63203 Printing and Reproduction - 284 2,588 500 500 300 63303 Photography Services - 1,725 860 500 - 1,500 63999 Other Contract Services - - - - 1,800 1,800 63000 Total Contract Services - 2,009 3,448 1,000 2,300 3,600 Other Operating Costs: 64101 Travel, Training and Conference 50 81 - 500 500 300 64102 Dues, Licenses and Memberships 21,637 14,657 11,830 14,334 14,800 14,260 64104 Meeting Expense - 205 931 2,050 2,000 2,000 64902 Financial Support, Contributions - - - - - 26,250 64903 Economic Development - - - - - 238,895 64000 Total Other Operating Costs 21,687 14,943 12,761 16,884 17,300 281,705 Capital Outlay: 66402 Computers and Peripherals - - - 1,100 1,100 - 66000 Total Capital Outlay - - - 1,100 1,100 - 60000 Total Expenditures 116,019$ 155,762$ 174,669$ 177,734$ 180,710$ 455,975$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-5 Function:General Government/Legislative Program:Town Council Account 2014 Number Account Name Justification Budget 62801 Employee Recognition Gifts for Outgoing Council Members 1,000$ 1,000 62000 Total Commodities 1,000$ 63203 Printing and Reproduction Miscellaneous Printing and Brochures 300$ 300 63303 Photography Services Town Council Photos 1,500 1,500 63999 Other Contract Services Consulting 1,800 1,800 63000 Total Contract Services 3,600$ 64101 Travel, Training and Conference Miscellaneous Travel: CML Policy Committee 300$ 300 Vail Valley Partnership 575 I-70 Coalition 3,011 CAST 2,310 64102 Dues, Licenses and Memberships CML 8,364 14,260 64104 Meeting Expense Town Council Retreats 2,000 2,000 Regional Environmental Programs: Eagle Valley Land Trust - Walking Mountains Science Center 17,500 Health & Human Services: Eagle River Youth Coalition 2,000 Speak Up Reach Out - Suicide Prevention 5,000 Red Ribbon 750 64902 Financial Support, Donations, & Cont Early Childhood Partners 1,000 26,250 Economic Development: Regional Programs Branding - Consultant 25,000 DestiMetrics 13,895 VVP: Sports & Events Coalition 15,000 VVF - 2014 Men's Birds of Prey World Cup 40,000 VVF - 2015 World Alpine Championships 50,000 EGE Air Alliance 30,000 Economic Development: Outside Producers - Cultural Events Eagle Valley Alliance 2,500 Bravo! Vail 12,500 Winter Wondergrass 25,000 Reds, Whites, & Brews 15,000 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-6 Function:General Government/Legislative Program:Town Council Account 2014 Number Account Name Justification Budget Economic Development: Outside Producers - Sporting Events Vail Valley Charitable Foundation - Bec Tri 2,500 Team Evergreen - Triple Bypass 2,500 Beaver Creek - Xterra 2,500 64903 Economic Development Beaver Creek Rodeo 2,500 238,895 64000 Total Other Operating Costs 281,705$ Town of Avon Line Item Detail Section III, Page A-7 Function: General Government/Legislative #110 Department: N/A Program: Boards and Commissions #112 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Services: 61121 PTS Wages 9,675$ 8,550$ 9,450$ 12,600$ 12,600$ 12,600$ 61302 PTS Pension 363 321 354 473 473 473 61401 FICA/Medicare 146 129 142 190 190 190 61509 Worker's Compensation 3 3 4 6 6 6 61510 Unemployment Insurance 19 26 29 38 38 38 61000 Total Personnel 10,206 9,029 9,979 13,307 13,307 13,307 Other Operating Costs: 64104 Meeting Expenses 1,701 1,569 1,959 2,000 2,000 2,000 64000 Total Other Operating Costs 1,701 1,569 1,959 2,000 2,000 2,000 60000 Total Expenditures 11,907$ 10,598$ 11,938$ 15,307$ 15,307$ 15,307$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-8 Function:General Government/Legislative Program:Boards and Commissions Account 2014 Number Account Name Justification Budget 64104 Meeting Expenses Food, P & Z Meetings 2,000$ 2,000 64000 Total Other Operating Costs 2,000$ Town of Avon Line Item Detail Section III, Page A-9 Function: General Government/Legislative #110 Department: N/A Program: Town Attorney #113 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Contract Services: 63101 Legal Services 522,497 1,240,403 553,562 250,000 240,000 155,000 63203 Printing and Reproduction - - - - - - 63000 Total Contract Services 522,497 1,240,403 553,562 250,000 240,000 155,000 60000 Total Expenditures 522,497$ 1,240,403$ 553,562$ 250,000$ 240,000$ 155,000$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-10 Function:General Government/Legislative Program:Town Attorney Account 2014 Number Account Name Justification Budget Town Attorney General Legal Services 150,000$ 63101 Legal Services Other Legal Services 5,000 155,000 63000 Total Contract Services 155,000$ Town of Avon Line Item Detail Section III, Page A-11 Function: General Government/Legislative #110 Department: N/A Program: Town Clerk #115 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 64,405$ 62,850$ 64,558$ 48,718$ 49,126$ 105,097$ 61106 Paid-out Leave - - 1,287 462 462 1,011 61111 FT Bonuses - - 2,400 - - - 61121 PTS Wages - - - 12,319 12,319 24,219 61122 PTS Bonuses - - - 110 110 - 61151 Overtime Wages 123 60 1,045 18 18 - 61201 Automobile Allowance 1,440 1,440 1,278 1,440 1,440 2,700 61301 FT Pension 4,337 5,310 7,495 5,331 5,331 11,672 61302 PTS Pension - - 1,142 1,142 908 61304 Employee Assistance Program 19 19 17 10 10 23 61401 FICA/Medicare 933 877 1,027 1,181 1,181 1,942 61501 Group Health and Life Insurance 7,608 8,785 9,315 5,714 5,714 14,845 61505 Long-term Disability Insurance 421 397 339 223 223 518 61506 Short-term Disability Insurance 275 276 271 - - - 61507 Dental Insurance 763 955 904 504 504 1,197 61509 Worker's Compensation 79 102 473 147 147 242 61510 Unemployment Insurance 137 183 215 241 241 399 61000 Total Personnel 80,540 81,254 90,624 77,560 77,968 164,773 Commodities: 62801 Employee Recognition - - - - - 20 62905 Books and Periodicals 3,293 1,702 1,176 3,000 2,200 3,000 62999 Office Supplies and Materials 602 914 1,153 500 717 500 62000 Total Commodities 3,895 2,616 2,329 3,500 2,917 3,520 Contract Services: 63304 Computer Services and Support 480 630 480 750 480 480 63504 R&M - Office Equipment 330 - 75 250 100 100 63999 Other Contract Services 300 473 - 19,000 19,000 1,000 63000 Total Contract Services 1,110 1,103 555 20,000 19,580 1,580 Other Operating Costs: 64101 Travel, Training and Conference 1,212 611 36 1,700 669 1,000 64102 Dues, Licenses and Memberships 290 210 495 500 170 170 64103 Mileage Reimbursement - - - 100 - - 64201 Telephone 44 - - 100 - - 64301 Postage and Delivery 95 71 89 100 150 100 64302 Recording Fees 174 162 89 250 500 150 64305 Election and Registration Costs 2,335 1,426 3,665 - 2,500 2,500 64402 Equipment Replacement Charges 336 - - - - - 64901 Advertising and Legal Notices 2,534 2,271 3,376 2,500 2,500 2,500 64000 Total Other Operating Costs 7,020 4,751 7,750 5,250 6,489 6,420 Capital Outlay: 66402 Computers and Peripherals - 650 1,523 1,100 700 - 66000 Total Capital Outlay - 650 1,523 1,100 700 - 60000 Total Expenditures 92,565$ 90,374$ 102,781$ 107,410$ 107,654$ 176,293$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-12 Department:General Government/Legislative Program:Town Clerk Account 2014 Number Account Name Justification Budget 61121 PTS Wages $18.63/hr x 25 hrs/wk 24,219 24,219$ 62801 Employee Recognition $20 x 1 20$ 20 Codification of Ordinances and Records 62905 Books & Periodicals Retention Codification 3,000 3,000 62999 Office Supplies & Materials Office Supplies 500 500 62000 Total Commodities 3,520$ 63304 Computer Services and Support Municipal Code Hosting on Website 480$ 480 63504 R&M Office Equipment & Computers Printer Repairs and Maintenance 100 100 63999 Other Contract Services Records Retention 1,000 1,000 63000 Total Contract Services 1,580$ CML Clerks Institute or Fall Conference, 64101 Travel, Training and Conference Clerk Workshops 1,000$ 1,000 64102 Memberships & Dues IIMC and CO Municipal Clerks Assn Dues 170 170 64301 Postage & Delivery Fed Ex and UPS Charges 100 100 County Recording Fees and Motor Vehicle 64302 Recording Fees Registrations 150 150 64305 Election and Registration Costs Election for Candidates 2,500 2,500 64901 Advertising Public Notices 2,500 2,500 64000 Total Other Operating Costs 6,420$ Town of Avon Line Item Detail Section III, Page A-13 Function: General Government/Judicial #120 Department: N/A Division/Program: Municipal Court #121 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 58,337$ 57,398$ 59,115$ 47,834$ 48,548$ 40,718$ 61106 Paid-out Leave - - 242 458 458 392 61111 FT Bonuses - - 600 - - - 61121 PTS Wages 20,253 19,963 19,963 21,000 21,000 22,260 61151 Overtime Wages 12 47 -$ - - - 61201 Automobile Allowance 360 360 333 360 360 - 61301 FT Pension 3,897 4,882 6,759 5,292 5,292 4,522 61302 PTS Pension 759 720 777 788 788 835 61304 Employee Assistance Program 26 26 26 19 19 18 61401 FICA/Medicare 1,152 1,093 1,177 1,019 1,019 931 61501 Group Health and Life Insurance 11,974 16,352 21,268 11,230 11,230 11,547 61505 Long-term Disability Insurance 558 525 496 384 384 375 61506 Short-term Disability Insurance 256 255 260 - - - 61507 Dental Insurance 1,214 1,993 2,148 1,008 1,008 945 61509 Worker's Compensation 93 121 232 129 129 118 61510 Unemployment Insurance 166 224 248 208 208 190 61000 Total Personnel 99,057 103,959 113,644 89,729 90,443 82,851 Commodities: 62801 Employee Recognition - - - - - 20 62999 Office Supplies and Materials 211 519 524 500 500 500 62000 Total Commodities 211 519 524 500 500 520 Contract Services: 63101 Legal Services 11,830 16,005 15,819 18,500 16,000 18,000 63199 Other Professional Services 500 440 - 750 250 500 63202 Jury Fees - 220 - 250 250 250 63203 Printing and Reproduction Services 450 544 500 500 500 500 63304 Computer Services and Support 653 653 784 700 700 700 63999 Other Contract Services 2,778 2,943 3,504 3,500 3,100 3,100 63000 Total Contract Services 16,211 20,805 20,607 24,200 20,800 23,050 Other Operating Costs: 64101 Travel, Training and Conference 364 280 159 500 - 500 64102 Dues, Licenses and Memberships - 20 - 75 20 75 64201 Telephone 60 - - 50 - - 64000 Total Other Operating Costs 424 300 159 625 20 575 Capital Outlay 66402 Computers & Peripheral - 1,319 - - - - 66000 Total Capital Outlay - 1,319 - - - - 60000 Total Expenditures 115,903$ 126,902$ 134,934$ 115,054$ 111,763$ 106,996$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-14 Function:General Government/Judicial Program:Municipal Court Account 2014 Number Account Name Justification Budget 61121 PTS Wages Municipal Judge (full salary X 12 months)22,260 22,260$ 62801 Employee Recognition $20 x 1 20$ 20 62999 Office Supplies and Materials Supplies Specific to Court 500 500 62000 Total Commodities 520$ 63101 Legal Services Municipal Court Legal Services 18,000$ 18,000 63199 Other Professional Services Indigent Attorney Fees 500 500 63202 Juror and Witness Fees Jury Trial Requests 250 250 63203 Printing and Reproduction Court Forms 500 500 63304 Computer Services and Support Sleuth Maintenance 700 700 Translation Svc: 9 days X $200/day+$500 2,300 63999 Other Contract Services Archives, Miscellaneous Services 800 3,100 63000 Total Contract Services 23,050$ CAMCA; Sleuth Software Training 64101 Travel, Training and Conferences Colorado Assn. of Municipal Court Clerks 500$ 500 64102 Dues, Licenses and Memberships Colorado Assn of Municipal Court Clerks 75 75 64000 Total Other Operating Costs 575$ Town of Avon Line Item Detail Section III, Page A-15 Function: General Government/Executive #130 Department: N/A Program: Town Manager #131 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 171,260$ 174,601$ 201,532$ 181,926$ 181,926$ 145,638$ 61106 Paid-out Leave - - 80,590 5,587 5,587 1,400 61151 Overtime Wages 62 30 522 - - - 61201 Automobile Allowance 12,000 12,000 13,405 13,000 15,000 12,000 61204 Moving Expenses - - - - - 12,000 61301 FT Pension 11,967 15,138 31,709 20,497 20,497 16,174 61304 Employee Assistance Program 29 29 31 28 28 24 61401 FICA/Medicare 133 126 567 2,267 2,267 2,306 61501 Group Health and Life Insurance 12,834 16,520 15,226 17,677 17,677 15,769 61505 Long-term Disability Insurance 655 620 634 580 580 497 61506 Short-term Disability Insurance 654 660 721 - - - 61507 Dental Insurance 1,265 1,927 1,448 1,472 1,472 1,260 61509 Worker's Compensation 1,188 1,799 2,207 2,483 3,745 1,945 61510 Unemployment Insurance 350 505 583 878 878 477 61000 Total Personnel 212,397 223,955 349,175 246,395 249,657 209,490 Commodities: 62999 Office Supplies and Materials 142 199 728 200 100 100 62000 Total Commodities 142 199 728 200 100 100 Contract Services: 63999 Other Contract Services 6,732 38 25,473 5,000 750 2,500 63000 Total Contract Services 6,732 38 25,473 5,000 750 2,500 Other Operating Costs: 64101 Travel, Training and Conference 1,307 1,636 1,085 3,000 3,000 3,000 64102 Dues, Licenses, and Memberships 75 347 - 1,000 1,000 1,000 64104 Meeting Expenses 1,509 1,510 2,683 3,000 3,000 3,000 64201 Telephone 66 - - 250 - - 64206 Cellular and Paging 2,536 2,286 2,953 2,000 2,000 2,000 64301 Postage and Delivery Costs - 119 - 100 100 100 64402 Equipment Replacement Charges 244 448 700 462 462 211 64902 Financial Support, Donations, & Cont.- - - 1,500 1,500 - 64000 Total Other Operating Costs 5,737 6,346 7,421 11,312 11,062 9,311 Capital Outlay: 66402 Computers and Peripherals 361 717 2,955 - - - 66404 Furniture and Fixtures 5,076 526 - - - - 66000 Total Capital Outlay 5,437 1,243 2,955 - - - 60000 Total Expenditures 230,445$ 231,781$ 385,752$ 262,907$ 261,569$ 221,401$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-16 Function:General Government/Executive Program:Town Manager Account 2014 Number Account Name Justification Budget 62999 Office Supplies and Materials Various Office Supplies 100$ 100 62000 Total Commodities 100$ 63999 Other Contract Services Miscellaneous Contract Services 2,500$ 2,500 63000 Total Contract Services 2,500$ 64101 Travel, Training and Conference Miscellaneous Travel 3,000$ 3,000 64102 Dues, Licenses and Memberships CCMA 1,000 1,000 64104 Meeting Expenses Business Meetings 3,000 3,000 64206 Cellular & Paging Communications software/hardware 2,000 2,000 64301 Postage and Delivery Costs UPS/Fed Ex Delivery Charges 100 100 64402 Equipment Replacement Charges Annual Equipment Rental Charges 211 211 64000 Total Other Operating Costs 9,311$ Town of Avon Line Item Detail Section III, Page A-17 Function: General Government/Executive #130 Department: N/A Program: Human Resources #132 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 142,204$ 139,441$ 141,799$ 174,278$ 175,808$ 143,108$ 61106 Paid-out Leave - - 2,835 1,658 1,658 1,376 61111 FT Bonuses - - 11,793 - - - 61121 PTS Wages - - - 1,819 1,819 - 61122 PTS Bonuses - - - 110 110 - 61151 Overtime Wages 463 60 1,045 18 18 - 61201 Automobile Allowance 1,800 1,800 1,584 1,800 1,800 540 61301 FT Pension 9,531 11,797 16,496 19,151 19,151 15,893 61302 PTS Pension - - - 73 73 - 61304 Employee Assistance Program 46 46 43 60 60 52 61401 FICA/Medicare 2,024 1,903 2,290 2,580 2,580 2,103 61501 Group Health and Life Insurance 19,842 25,221 22,618 35,191 35,191 33,210 61505 Long-term Disability Insurance 1,033 976 878 1,166 1,166 1,034 61506 Short-term Disability Insurance 613 612 608 - - - 61507 Dental Insurance 1,978 2,948 2,195 3,150 3,150 2,709 61509 Worker's Compensation 172 223 710 327 327 268 61510 Unemployment Insurance 304 404 488 534 534 435 61000 Total Personnel 180,010 185,431 205,382 241,915 243,445 200,728 Commodities: 62801 Employee Recognition - - - - - 8,040 62905 Books and Periodicals 2,089 758 1,023 1,820 - 1,000 62999 Office Supplies and Materials 743 1,021 686 900 900 700 62000 Total Commodities 2,832 1,779 1,709 2,720 900 9,740 Contract Services: 63101 Legal Services - - 6,336 4,500 3,974 4,000 63203 Printing and Reproduction Services - - - 300 300 300 63205 Police Checks 2,930 2,157 1,696 2,500 2,000 2,000 63504 R&M - Office Equip & Computer 75 - 75 250 250 100 63999 Other Purchased and Contract Services 2,686 3,299 1,700 6,500 6,000 13,000 63000 Total Contract Services 5,691 5,456 9,807 14,050 12,524 19,400 Other Operating Costs: 64101 Travel, Training and Conference 708 2,093 978 2,500 1,000 2,000 64102 Dues, Licenses and Memberships 4,820 4,960 5,135 5,000 5,459 5,500 64103 Mileage Reimbursement - 221 137 200 - - 64104 Meetings 1,205 2,519 1,788 1,500 10,191 1,500 64201 Telephone 65 - - 200 - - 64206 Cellular and Paging 863 1,558 1,117 1,200 872 660 64301 Postage and Delivery Costs - - 132 100 100 100 64901 Advertising and Legal Notices 1,814 2,373 2,771 3,000 3,000 3,000 64906 Insurance Deductibles - - - - 3,918 - 64000 Total Other Operating Costs 9,475 13,724 12,058 13,700 24,540 12,760 Capital Outlay: 66402 Computers and Peripherals 1,396 409 - - - 1,100 66000 Total Capital Outlay 1,396 409 - - - 1,100 60000 Total Expenditures 199,404$ 206,799$ 228,956$ 272,385$ 281,409$ 243,728$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-18 Department:General Government/Executive Program:Human Resources Account 2014 Number Account Name Justification Budget June Staff Awards Picnic 2,100$ Employee Retirement Recognition 2,100 Winter Dinner 3,800 62801 Employee Recognition $20 x 2 40 8,040 Safety Publications/Training Materials Thompson Publications (online state & fed) 62905 Books and Publications HR & Safety Related Publications 1,000 1,000 62999 Office Supplies and Materials Office Supplies 700 700 62000 Total Commodities 9,740$ 63101 Legal Services Legal Counsel for HR Matters 4,000$ 4,000 63203 Printing and Reproduction Charges EE Handbooks, Policies, Benefits Mtls 300 300 63205 Police Checks Police Background Checks for All Depts.2,000 2,000 63504 R&M - Office Equipment and Computers Printer Repair and Maintenance 100 100 Wellness Program 11,000 63999 Other Contract Services Pre-employment Drug Screening 2,000 13,000 63000 Total Contract Services 19,400$ 64101 Travel, Training and Conference HR Training and SHRM Annual Conference 2,000$ 2,000 Society Human Resources Mgt 200 IPMA 200 High Country HR Assn 100 64102 Dues, Licenses and Memberships Mountain States Employer's Council 5,000 5,500 Town Wide Training 1,200 64104 Meetings Safetey Meetings 300 1,500 64206 Cellular and Paging Communications software/hardware 660 660 64301 Postage and Delivery Costs UPS/Fed Ex Delivery Charges 100 100 Vail Daily, La Tribuna, Vail Trail, Denver Post 64901 Advertising and Legal Notices Classified Advertising for Job Ads 3,000 3,000 64000 Total Other Operating Costs 12,760$ 66402 Computers & Peripherals Desktop Replacement (HR Generalist)1,100$ 1,100 66000 Total Capital Outlay 1,100$ Town of Avon Line Item Detail Section III, Page A-19 Function: General Government/Executive #130 Department: N/A Program: Community Relations #133 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries -$ -$ -$ -$ -$ 12,565$ 61106 Paid-out Leave - - - - - 121 61121 PTS Wages 39,258 40,006 39,776 39,000 32,000 41,168 61122 PTS Bonuses 386 599 629 659 659 709 61151 Overtime Wages - 458 11 - - - 61201 Automobile Allowance - - - - - 360 61301 FT Pension - - - - - 1,395 61302 PTS Pension 1,487 1,521 1,534 1,487 1,225 1,570 61304 Employee Assistance Program - - - - - 2 61401 FICA/Medicare 596 610 616 597 491 819 61501 Group Health and Life Insurance - - - - - 1,569 61505 Long-term Disability Insurance - - - - - 56 61507 Dental Insurance - - - - - 126 61509 Worker's Compensation 45 63 66 73 60 101 61510 Unemployment Insurance 81 122 123 119 98 165 61000 Total Personnel 41,853 43,379 42,755 41,935 34,533 60,726 Commodities: 62801 Employee Recognition - - - - - 20 62904 Software 29 - - - - - 62999 Office Supplies and Materials 131 26 103 100 100 100 62000 Total Commodities 160 26 103 100 100 120 Contract Services: 63203 Printing and Reproduction 1,969 1,414 1,189 5,300 4,000 2,300 63999 Other Contract Services 15,326 12,467 19,104 22,500 12,698 27,000 63000 Total Contract Services 17,295 13,881 20,293 27,800 16,698 29,300 Other Operating Costs: 64101 Travel, Training and Conference 550 25 187 1,100 - 500 64102 Dues, Licenses and Memberships 1,075 90 650 650 - - 64103 Mileage Reimbursement 124 48 96 100 - - 64201 Telephone 18 - 50 100 - - 64206 Cellular and Paging 142 102 240 1,000 400 400 64301 Postage and Delivery Costs 631 1,261 1,280 1,300 1,300 1,300 64901 Advertising and Legal Notices 625 - - 1,000 - - 64902 Financial Support 6,000 - - - - - 64903 Economic Development 43,500 90,000 - - - - 64904 Operating Fees, Assessments & Chgs 30,878 48,844 43,020 42,000 42,000 43,000 64000 Total Other Operating Costs 83,543 140,370 45,523 47,250 43,700 45,200 Capital Outlay: 66402 Computers and Peripherals - 2,082 - - - - 66404 Furniture and Fixtures 200 - - - - - 66000 Total Capital Outlay 200 2,082 - - - - 60000 Total Expenditures 143,051$ 199,738$ 108,674$ 117,085$ 95,031$ 135,346$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-20 Department:General Government/Executive Program:Community Relations Account 2014 Number Account Name Justification Budget 61121 PTS Wages 25 Hours X 52 Weeks X $31.67/hr 41,168$ 41,168 61122 PTS Bonuses 1 X $709 709 709$ 62801 Employee Recognition $20 x 1 20$ 20 62999 Office Supplies and Materials Office Supplies 100 100 62000 Total Commodities 120$ Printing/Photography 1,000$ 63203 Printing and Reproduction Avon Ambassador 2x/yr @ $650 1,300 2,300 Community Survey 15,000 63999 Other Contract Services Website Hosting, Adds and Changes 12,000 27,000 63000 Total Contract Services 29,300$ 64101 Travel, Training and Conference PIO Training/Conf., JIC Training for 2015 500$ 500 64206 Cellular and Paging Cell Phone Service 500 400 64301 Postage and Delivery Avon Ambassador 1,300 1,300 PEG Fee Grants 10,000 64904 Operating Fees, Assessments and Charges Channel 5 - 2% Franchise Fee Collections 33,000 43,000 64000 Total Other Operating Costs 45,200$ Town of Avon Line Item Detail Section III, Page A-21 Function: General Government/Finance & Administration #140 Department: N/A Program: Nondepartmental #149 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Commodities: 62401 Gasoline 1,160$ 1,322$ 745$ 1,500$ 1,500$ 1,500$ 62802 Food and Beverage 4,642 5,650 6,645 5,000 6,740 6,000 62999 Office Supplies and Materials 11,866 10,593 13,254 10,000 10,000 10,000 62000 Total Commodities 17,668 17,565 20,644 16,500 18,240 17,500 Contract Services: 63203 Printing and Reproduction Services 2,027 1,914 - 2,500 2,500 1,000 63504 R&M - Office Equipment 8,503 7,380 - 7,100 7,100 7,100 63603 Rental - Office Equipment 13,218 9,415 10,313 9,905 12,556 12,556 63999 Other Contract Services 16,429 16,592 14,884 16,200 16,200 18,300 63000 Total Contract Services 40,177 35,301 25,197 35,705 38,356 38,956 Other Operating Costs: 64104 Meeting Expenses 1,021 465 2,314 1,000 1,000 - 64201 Telephone 18,297 17,601 14,366 21,702 21,302 31,056 64206 Cellular and Paging 456 245 - - - - 64301 Postage 2,587 6,180 5,555 6,500 6,000 6,000 64303 Treasurer's Fees 43,618 43,325 32,563 32,560 32,560 29,515 64307 Bank Service Chgs & Credit Card Fees - - - 250 250 250 64401 Fleet Maintenance Charges 1,977 4,871 - - 1,500 1,500 64402 Equipment Replacement Charges 6,611 10,262 12,396 13,753 13,753 13,510 64403 Washbay Charges 936 936 - 1,040 1,040 1,488 64905 Insurance Premiums 144,776 125,893 110,494 113,077 121,000 122,447 64996 Bad Debt Expense - - 54,165 83,000 83,000 - 64999 Other Miscellaneous Operating Costs - - - - - - 64000 Total Other Operating Costs 220,279 209,778 231,853 272,882 281,405 205,766 Debt Service: 65201 Capital Lease Payments 17,238 17,238 - - - - 65000 Total Debt Service 17,238 17,238 - - - - 60000 Total Expenditures 295,362$ 279,882$ 277,694$ 325,087$ 338,001$ 262,222$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-22 Department:General Government Program:Nondepartmental Account 2014 Number Account Name Justification Budget 62401 Gasoline Fuel Charges on Motor Pool Vehicle 1,500$ 1,500 62802 Food & Beverage Town Meetings Food and Supplies 6,000 6,000 Town Wide Office Supplies 1,000 Xerox Copier/Print Charges 5,000 62999 Office Supplies & Materials Xerox Paper, Office Supply Inventory 4,000 10,000 62000 Total Commodities 17,500$ 63203 Printing & Reproduction Charges Town Stationary & Envelopes 1,000$ 1,000 63504 R&M - Office Equipment & Computers VoIP System Maintenance 7,100 7,100 Xerox 7675 Copier Lease ($864.27 x 12)10,371 63603 Rentals - Office Equipment Postage Meter Lease ($182.09 x 12)2,185 12,556 Laserfiche Annual Basic Services Support 8,700 Laserfiche Public Portal Maint Support 1,600 Employee Bus Passes 3,000 1st Aid Supplies 750 Water Cooler Service 150 FSA Fees 1,200 Flu Shots, Benefits Fair Health Assessment 2,400 63999 Other Contract Services Flowers, Picture Framing, Miscellaneous 500 18,300 63000 Total Contract Services 38,956$ Microtech-Tel PRI T-1 Line 6,408$ Microtech-Tel Long Distance 600 Swift Gulch T-1 Line 1,800 Fireworks Analog Line 576 Main TOA Fax Line 1,128 Backup DSL 1,584 Intrado E-911 Location Identification 360 64201 Telephone CenturyLink Metro Ethernet Muni Bldg and 18,600 31,056 64301 Postage & Delivery Costs General Admin Postage and Delivery Costs 6,000 6,000 64303 Treasurer's Fees 2% Eagle County Treasurer Collection Fee 29,515 29,515 64307 Bank Service Charges and Credit Card Fees Various Fees 250 250 64401 Fleet Maintenance Charges Annual Equipment Rental Charges 1,500 1,500 64402 Equipment Replacement Charges Annual Equipment Rental Charges 13,510 13,510 64403 Wash Bay Charges Annual Wash Bay Charges 1,488 1,488 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page A-23 Department:General Government Program:Nondepartmental Account 2014 Number Account Name Justification Budget CIRSA: Fiduciary Liability 2,600 Excess Crime 300 Boiler and Machinery 2,900 Treasurer's Bond - Scott Wright 400 Fuel Distribtors Bond 500 Volunteer Accident Medical Paln 300 64905 Insurance Premiums Property and Casualty (71%)115,447 122,447 64000 Total Other Operating Costs 205,766$ Section III, Page A-24 THIS PAGE INTENTIONALLY LEFT BLANK Section III, Page B-1 Fund: General Dept: Finance and Information Systems Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 700,797$ 785,508$ 792,648$ 816,438$ Commodities 20,078 60,714 68,674 80,099 Contract Services 101,330 132,037 127,973 153,935 Other Operating Costs 43,196 44,883 44,033 57,734 Capital Outlay - - - 4,400 Total 865,401$ 1,023,142$ 1,033,328$ 1,112,606$ Department Expenditures by Program Finance 618,056$ 704,588$ 712,434$ 772,300$ Information Technology 247,345 318,554 320,894 340,306 Total 865,401$ 1,023,142$ 1,033,328$ 1,112,606$ Authorized Positions Finance Director 1 1 1 1 Finance Manager 1 1 1 1 Budget Analyst 1 1 1 1 Payroll Specialist 1 1 1 1 Accounting Assistant II 2 2 2 2 IT Administrator 1 1 1 1 Help Desk Technician 1 1 1 1 Total 8 8 8 8 1. Implemented EFT program for accounts payable vendors. 2. No findings or questioned costs in 2012 Single Audit and A-133 Compliance Requirements. 3. Cell phone and UHF radio transition. 4. I-70 Regional Transportation Facility - IT and Telephony set up. 5. Laserfiche upgrade. 6. Metro Ethernet conversion 7. Completed three software evaluations for the 2014 budget 8. Assisted in ballot question effort for recreation center expansion. Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW Fi n a n c e D e p a r t m e n t ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS The Finance Department is responsible for all financial activities of the Town and maintaining its fiscal integrity. The Finance Department is also responsible for the Town's information technology systems including its enterprise-wide area network and telephony solutions. The Finance Department is administered by the Finance Director who spends approximately 35% of the time in finance administration, accounting and auditing, and another 40% in budgeting and long-range planning activities. The remainder of the time is split between debt administration, treasury management, and benefits administration. The finance division is managed on a day-to-day basis by the Finance Manager. The Information Technology division is managed by the Town's Information Technology Manager. Section III, Page B-2 Fund: General Dept: Finance and Information Systems Budget Summary Estimated Personnel Time:67% Estimated Nonpersonnel Costs:103,270$ Total Activity Cost:517,441$ Performance Metric(s):Internal Survey Auditor's Comments Estimated Personnel Time:23% Estimated Nonpersonnel Costs:35,451$ Total Activity Cost:177,629$ Performance Metric(s):Internal Survey Budget vs. Actual Deviations Estimated Personnel Time:6% Estimated Nonpersonnel Costs:9,248$ Total Activity Cost:46,338$ Performance Metric(s):None Estimated Personnel Time:4% Estimated Nonpersonnel Costs:6,165$ Total Activity Cost:30,892$ Performance Metric(s):Internal Survey PROGRAM ACTIVITIES AND OPERATIONS- FINANCEProposed Budget 2014 Fi n a n c e D e p a r t m e n t Accounting and Financial Reporting: Includes accounts payable and payroll processing and general accounting; revenue collection, compliance, licensing and administration; procurement compliance and fixed asset inventory; internal control structure and asset safekeeping; and preparation of the Town's comprehensive annual financial report. Budgeting and Long-range Planning: Includes establishing budgetary policies, coordination of the budget process and preparation of the annual budget document. Also includes the capital improvement program and preparing the 5-year capital improvement long-range plan, various other financial modeling, and gathering and reporting on economic and financial statistical information and analysis. Debt Administration and Treasury Management: Debt administration includes capital planning and analysis, debt issuance, meeting on-going disclosure and bond covenant requirements, maintaining credit ratings and investing bond proceeds. Treasury management includes establishing and reviewing cash controls, monitoring cash collection and disbursement procedures, forecasting, maintaining banking relations, cash management services, establishing investment policies and portfolio management. Benefits Administration: Includes financial analysis of self-insurance pools and renewals, reconciliation of departmental claims to premium invoices, reserve accounting and human resources support. Other responsibilities include retirement plan administration and support. Finance Director and Finance Manager serve on the retirement boards. Section III, Page B-3 Fund: General Dept: Finance and Information Systems Budget Summary Estimated Personnel Time:45% Estimated Nonpersonnel Costs:63,915$ Total Activity Cost:153,138$ Performance Metric(s):System Availability Estimated Personnel Time:50% Estimated Nonpersonnel Costs:71,017$ Total Activity Cost:170,153$ Performance Metric(s):Problem Resolution Performance; Internal Survey Estimated Personnel Time:5% Estimated Nonpersonnel Costs:7,102$ Total Activity Cost:17,015$ Performance Metric(s):Long-range IT Plan Fi n a n c e D e p a r t m e n t Proposed Budget 2014 PROGRAM ACTIVITIES AND OPERATIONS- INFORMATION TECHNOLOGY Network Administration: Includes maintaining the Town's computer network systems, telephone systems, servers, security, routine maintenance & upgrades of hardware and software, documentation & disaster recovery. Customer Service: Provides support and service to all Town computer and telephone users. Log calls, resolve issues, track requests for equipment, software and training. Technology Planning: Continuously evaluate new technologies that can assist the Town in being more efficient. Town of Avon Line Item Detail Section III, Page B-4 Function: General Government/Financial #140 Department: Finance #140 Program: Finance #141 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel Services: 61101 Regular Full-time Salaries 394,782$ 404,634$ 391,906$ 434,072$ 439,172$ 447,989$ 61105 STD Wages - - 372 - - - 61106 Paid-out Leave - - 4,792 4,121 4,121 4,308 61111 FT Bonuses - - 9,000 - - - 61151 Overtime Wages 1,546 1,166 2,554 1,500 1,500 1,500 61201 Automobile Allowance 3,600 3,600 3,600 3,600 3,600 3,600 61301 FT Pension 25,903 34,292 45,468 47,603 47,603 49,753 61304 Employee Assistance Program 136 144 136 144 144 144 61401 FICA/Medicare 4,493 4,452 4,783 5,050 5,050 5,238 61501 Group Health and Life Insurance 45,814 65,595 59,834 84,519 84,519 92,878 61505 Long-term Disability Insurance 3,080 3,084 2,750 2,983 2,983 2,984 61506 Short-term Disability Insurance 1,705 1,773 1,703 - - - 61507 Dental Insurance 4,336 7,164 5,711 7,560 7,560 7,560 61509 Worker's Compensation 478 644 729 803 803 840 61510 Unemployment Insurance 847 1,177 1,275 1,314 1,314 1,372 61000 Total Personnel Services 486,720 527,725 534,613 593,269 598,369 618,166 Commodities: 62801 Employee Recognition - - - - - 120 62903 Data Processing Supplies 2,064 1,900 885 2,000 2,000 2,000 62904 Software 1,419 253 255 1,500 750 14,401 62905 Books and Periodicals 2,053 2,398 2,319 2,014 2,014 2,200 62999 Office Supplies and Materials 1,007 731 2,025 2,250 2,000 2,850 62000 Total Commodities 6,543 5,282 5,484 7,764 6,764 21,571 Contract Services: 63102 Audit and Accounting Services 27,950 28,530 24,350 33,530 33,530 33,530 63199 Other Professional Services 7,170 83 4,039 8,500 3,500 5,500 63203 Printing and Reproduction Services 3,950 4,132 2,560 5,300 4,500 4,550 63304 Computer Services and Support 32,984 32,774 35,260 41,723 52,769 65,672 63504 R & M - Office Equipment - - - 700 350 700 63000 Total Contract Services 72,054 65,519 66,209 89,753 94,649 109,952 Other Operating Costs: 64101 Travel, Training and Conference 4,480 6,547 7,156 7,800 7,000 7,000 64102 Dues, Licenses and Memberships 1,125 1,444 1,323 1,395 1,395 1,495 64103 Mileage Reimbursement 666 571 359 600 600 - 64104 Meeting Expenses 664 582 749 750 750 750 64201 Telephone 218 - - 350 - - 64206 Cellular and Paging 370 347 717 700 700 660 64301 Postage and Delivery 56 105 19 250 250 250 64307 Bank Charges and Credit Card Fees - - - - - 6,100 64399 Other Administrative Fees 798 1,106 1,029 1,450 1,450 1,450 64402 Equipment Replacement Charges 299 429 398 382 382 381 64901 Advertising and Legal Notices - - - 125 125 125 64000 Total Other Operating Costs 8,676 11,131 11,750 13,802 12,652 18,211 Town of Avon Line Item Detail Section III, Page B-5 Function: General Government/Financial #140 Department: Finance #140 Program: Finance #141 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Capital Outlay: 66402 Computers and Peripherals 4,657 2,526 - - - 4,400 66404 Furniture and Fixtures 380 - - - - - 66000 Total Capital Outlay 5,037 2,526 - - - 4,400 60000 Total Expenditures 579,030$ 612,183$ 618,056$ 704,588$ 712,434$ 772,300$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page B-6 Department:Finance and Information Systems Program:Finance Account 2014 Number Account Name Justification Budget 61151 Overtime Wages Staff Overtime 1,500 1,500$ 62801 Employee Recognition $20 x 6 120$ 120 LaserJet Toner, Magnetic Ink Cartridges 1,750 62903 Data Processing Supplies Miscellaneous Data Processing Supplies 250 2,000 Sungard Upgrade and Training 13,651 62904 Software Financial Software & PC Computer Updates 750 14,401 GASB Pronouncements Subscription 275 GASB Codification 70 US Master Tax Guide 105 Governmental Update Newsletter 175 Govt. Reporting Illustrations and Trends 205 Guide to Single Audits 215 Guide to Audits of Local Governments 381 Grant Management Handbook 425 Kiplinger Letter 99 62905 Books and Publications Various Other Publications and Reports 250 2,200 Chairs (2 @ $300)600 Calculator Replacements 250 62999 Office Supplies and Materials Miscellaneous Supplies, Computer Paper 2,000 2,850 62000 Total Commodities 21,571$ Single Audit - McMahan & Assoc 5,000$ 63102 Audit and Accounting Services Annual Audit - McMahan & Assoc (SS)28,530 33,530 Sales Tax Audit Program 3,500 63199 Other Professional Services Financial Modeling and Advisory Services 2,000 5,500 AP & Payroll Checks and Envelopes 1,500 2015 Budget 2,000 2013 Audit 700 W-2's and 1099's 250 63203 Printing and Reproduction Charges Eagle County Sales Reports 100 4,550 Pentamation Software Maint. & Support 26,749 MUNIRevs Hosting Fee 15,276 Timekeeping 12,597 PowerPlan City Vision Budget Module 4,750 Sungard Scripts 10 x $100 1,000 Pentamation / WebEx Training 2,800 63304 Computer Services and Support Other Computer Services and Support 2,500 65,672 63504 R&M - Office Equipment and Computers Printer Maintenance & Repair 700 700 63000 Total Contract Services 109,952$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page B-7 Department:Finance and Information Systems Program:Finance Account 2014 Number Account Name Justification Budget Training Classes for Staff 1,325 CGFOA State Conference Registrations 1,390 GFOA Training Seminars (2)2,500 Western Slope Coalition, Webinars, etc.785 64101 Travel, Training and Conference Cont. Educ. for Director (20hrs@$50/hr.)1,000 7,000 CO Chapter APA 60 Sungaard Pentation Users Group 195 American Institute of CPAs 250 Government Finance Officers Assoc.470 Colorado Government Finance Officers 160 CO Secretary of State (Finance Authority)80 64102 Dues, Licenses and Memberships American Payroll Association 280 1,495 American Payroll Association Meetings 250 64104 Meeting Expenses Staff and Organizational Meetings 500 750 64201 Cellular and Paging Cellular Telephone Charges 660 660 64301 Postage and Delivery Postage and Delivery Costs 250 250 64307 Bank Service Charge & Credit Card Fees FirstBank Merchant Fees 6,100 6,100 RETT Recording Fees 1,000 64399 Other Administrative Fees GFOA Certificate of Achievement Program 450 1,450 64402 Equipment Replacement Charges Annual Equipment Rental Charges 381 381 Legal Notices-Budget & Unclaimed Property 64901 Advertising and Legal Notices Miscellaneous Advertising 125 125 64000 Total Other Operating Costs 18,211$ 4 Desktop Replacements (Judy, Joye, Beth, 66402 Computers & Peripherals and Kelly)4,400$ 4,400 66000 Total Capital Outlay 4,400$ Town of Avon Line Item Detail Section III, Page B-8 Function: General Government/Financial #140 Department: Finance #140 Program: Information Systems #143 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel Services: 61101 Regular Full-time Salaries 132,563$ 130,545$ 131,879$ 139,930$ 141,970$ 142,748$ 61106 Paid-out Leave - - 1,002 1,343 1,343 1,373 61151 Overtime Wages 93 304 - 1,000 1,000 1,000 61301 FT Pension 8,885 11,038 15,196 15,510 15,510 15,853 61304 Employee Assistance Program 48 48 48 48 48 48 61401 FICA/Medicare 1,913 1,804 1,986 2,059 2,059 2,104 61501 Group Health and Life Insurance 9,694 13,850 12,746 28,160 28,160 30,932 61505 Long-term Disability Insurance 1,094 1,030 976 981 981 991 61506 Short-term Disability Insurance 584 574 579 - - - 61507 Dental Insurance 768 1,152 1,124 2,520 2,520 2,520 61509 Worker's Compensation 159 206 234 262 262 268 61510 Unemployment Insurance 283 378 414 426 426 435 61000 Total Personnel Services 156,084 160,929 166,184 192,239 194,279 198,272 Commodities: 62801 Employee Recognition - - - - - 40 62903 Data Processing Supplies 3,839 7,111 5,452 9,850 4,850 27,000 62904 Software 26,767 26,038 9,010 42,000 55,960 30,388 62905 Books and Periodicals 452 - 40 750 750 750 62999 Office Supplies and Materials 302 56 92 350 350 350 62000 Total Commodities 31,360 33,205 14,594 52,950 61,910 58,528 Contract Services: 63304 Computer Services and Support 28,260 29,953 33,669 39,534 30,574 41,233 63504 R & M - Office Equipment and Computers 2,562 2,348 1,452 2,750 2,750 2,750 63000 Total Contract Services 30,822 32,301 35,121 42,284 33,324 43,983 Other Operating Costs: 64101 Travel, Training and Conference 3,292 1,970 6,755 5,100 4,000 6,300 64102 Dues and Licenses - - 300 600 300 300 64201 Telephone 351 43 - - - - 64206 Cellular and Paging 386 303 2,197 - 1,700 1,260 64402 Equipment Replacement Charges 24,801 24,448 22,194 25,381 25,381 31,663 64000 Total Other Operating Costs 28,830 26,764 31,446 31,081 31,381 39,523 Capital Outlay: 66402 Computers and Peripherals - 2,008 - - - - 66000 Total Capital Outlay - 2,008 - - - - 60000 Total Expenditures 247,096$ 255,207$ 247,345$ 318,554$ 320,894$ 340,306$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page B-9 Department:Finance Program:Information Systems Account 2014 Number Account Name Justification Budget 61151 Overtime Required Help Desk Overtime 1,000 1,000$ 62801 Gifts and Awards $20 x 2 40$ 40 Cisco Wireless Controller and Access Points 25,000 62903 Data Processing Supplies Parts, battery backups, memory 2,000 27,000 Microsoft Yearly Renewals 23,888 Entrust Certificate Renewals 2,500 62904 Software Miscellaneous Software 4,000 30,388 Books and CD Based training 500 62905 Books and Periodicals Misc Periodicals and Reference Materials 250 750 62999 Office Supplies and Materials Miscellaneous 350 350 62000 Total Commodities 58,528$ Total Smartnet Switches / Routers 9,170$ HP Server Care Packs 4,430 Symantec Backup Exec Maintenance 200 Symantec Anti-Virus Maintenance (75)3,225 Citrix Metaframe 250 Barracuda Backup Server 3,950 Data backup to the cloud 600 Barracuda Web Filter 1,000 SmartDraw Maintenance 500 VMWare Vsphere Maintenance Renewals 2,400 PEI 24x7x2 After-hours Tech Support 1,200 Total DSL Charges 5,533 Total Imagine T&M Charges 800 Aruba Wireless Maintenance Annual 675 APC UPS Maintenance (2)800 MailMarshal SMTP & McAfee 1,000 Technology Long Term Planning 2,000 63304 Computer Services and Support Consulting Services 3,500 41,233 63504 R&M - Office Equipment and Computers Computer Repairs and Hardware Replacement 2,750 2,750 63000 Total Contract Services 43,983$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page B-10 Department:Finance Program:Information Systems Account 2014 Number Account Name Justification Budget New Horizons 10774 Querying SQL Server 2,500$ New Horizons Security Course 2,500 State / Local Government IT Conference 750 Professional Development Excel Formulas 275 64101 Travel, Training & Conference Professional Development Excel Pivot Tables 275 6,300 64102 Dues and Licenses CGAIT Dues 300 300 64206 Cellular and Paging Cell Phone Service (2)1,260 1,260 64402 Equipment Replacement Charges Annual Equipment Rental Charges 31,663 31,663 64000 Total Operating Costs 39,523$ Section III, Page C-1 Fund: General Dept: Community Development Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 377,622$ 352,866$ 356,334$ 403,336$ Commodities 6,838 7,599 7,599 7,879 Contract Services 23,199 29,288 25,468 46,857 Other Operating Costs 141,346 187,667 186,667 20,725 Capital Outlay 978 600 950 - Total 549,983$ 578,020$ 577,018$ 478,797$ Department Expenditures by Program Administration 41,813$ 46,502$ 46,402$ -$ Planning/GIS 266,558 237,158 235,236 236,923 Building 112,762 126,485 127,505 129,398 Economic Development 128,850 167,875 167,875 112,476 Total 549,983$ 578,020$ 577,018$ 478,797$ Authorized Positions Senior Planner 1 1 1 1 Building Official 1 1 1 1 Planner II 1 1 1 1 Director of Economic Initiatives 0 0 0 1 Total 3 3 3 4 1. Updates of Avon Municipal Code 2. Initiated Economic Development Office and collaborated with local business community 3. Developed Town-owned Properties Concept Plan; Ballot Issue Completed for Recreation Ameities 4. Wyndham Resort: Entitlements to Building permit Proposed Budget 2014 Co m m u n i t y D e v e l o p m e n t D e p a r t m e n t DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT Budget Summary The Community Development Department takes the lead role in ensuring the Town’s built environment maintains and advances a livable community, one which meets the needs of the residents, businesses, and visitors. The Building Official provides permit and inspection services for residential and commercial development. In 2014, the Director of Economic Iniatives will take the lead role in implementing the Town's Economic Development program under the supervision of the Town Manager. The Community Development Department is administered by the Senior Planner, who spends approximately 50% of the position’s time in managing applications, Planning and Zoning Commission agendas and special project work. The remainder of the Senior Planner’s time is spent in hands-on project review and special project work. The Director of Economic Iniatives is managed by the Town Manager. Section III, Page C-2 Fund: General Dept: Community Development Budget Summary Estimated Personnel Time:10% Estimated Nonpersonnel Costs:4,175$ Total Activity Cost:23,692$ Performance Metric(s): Estimated Personnel Time:35% Estimated Nonpersonnel Costs:14,613$ Total Activity Cost:82,923$ Performance Metric(s):Community Survey Estimated Personnel Time:50% Estimated Nonpersonnel Costs:20,876$ Total Activity Cost:118,462$ Performance Metric(s):Community Survey Completion of Plan Estimated Personnel Time:5% Estimated Nonpersonnel Costs:2,088$ Total Activity Cost:11,846$ Performance Metric(s):None Estimated Personnel Time:100% Estimated Nonpersonnel Costs:12,940$ Total Activity Cost:129,398$ Performance Metric(s): PROGRAM ACTIVITIES AND OPERATIONS - BUILDING PERMITS AND INSPECTIONS Community Survey PROGRAM ACTIVITIES AND OPERATIONS - PLANNING Community Survey Proposed Budget 2014 Co m m u n i t y D e v e l o p m e n t D e p a r t m e n t Administration: Review all new applications and contractor registration applications at the front counter, including assisting the general public with inquiries. Current Planning / Land Use Applications: Review and process applications for land use under the rules and procedures of the Avon Municipal Code. Long-Term Planning: The Community Development Department is responsible for the development of long range planning for the Town of Avon. In the 2013-24 Strategic Plan, the development of a Parking and Transportation Plan, a Pedestrian and Bike Network Plan, and update of the 2006 Comprehesive Plan are scheduled. Policy work with the PZC (and Council) witll include evaluationg Retail Marijuana, evaluating East Avon Master Plan and additional code updates. GIS Mapping / Informational Serivces: Create and manage all mapping functions and associated data management for the Town. Supports special projects with geographical information as well as cartagraphy useful in land use decisions and Comprehensive Planning. Building Inspection: The Building Division provides all construction relatedservices in the Town. The division is responsible for the enforcement of the building, plumbing, and mechanical codes, and Title 15 of the Avon Municipal Code. On a day to day basis this division reviews and processes permit applications, performs inspections, and coordinates with other agencies that perform specialized inspections such as Eagle County Health, NWCCOG, and State Electrical Inspectors. Code enforcement matters are handled on an as-needed, or complaint driven basis. Section III, Page C-3 Fund: General Dept: Community Development Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:20,770 Total Activity Cost:112,476$ Performance Metric(s): Sales tax growth PROGRAM ACTIVITIES AND OPERATIONS - ECONOMIC DEVELOPMENT Community Survey Proposed Budget 2014 Co m m u n i t y D e v e l o p m e n t D e p a r t m e n t Economic Development: Implements the Town's Economic Development iniatives including Special Event development, retail and accommodation business assistance and regional representation. Special contracts for the Town of Avon Brand Development and Destitrips are included in this operational budget. Town of Avon Line Item Detail Section III, Page C-4 Function: Community Development #200 Department: Community Development #210 Program: Administration #211 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 111,984$ 110,583$ 11,813$ 15,429$ 15,429$ -$ 61106 Paid Out Leave - - 148 148 - 61121 PTS Wages 10,223 - 6,768 - - - 61151 Overtime - - 72 - - - 61201 Automobile Allowance 3,600 3,600 300 - - - 61301 FT Pension 7,425 9,391 1,737 1,714 1,714 - 61302 PTS Pension 418 - 257 - - - 61304 Employee Assistance Program 24 24 2 10 10 - 61401 FICA/Medicare 1,843 1,601 337 226 226 - 61501 Group Health and Life Insurance 5,037 7,116 547 5,581 5,581 - 61505 Long-term Disability Insurance 556 527 41 142 142 - 61506 Short-term Disability Insurance 478 474 40 - - - 61507 Dental Insurance 384 576 47 504 504 - 61509 Worker's Compensation 391 623 38 29 29 - 61510 Unemployment Insurance 260 321 68 47 47 - 61000 Total Personnel 142,913 134,836 22,067 23,830 23,830 - Commodities: 62905 Books and Periodicals - 20 - - - - 62999 Office Supplies and Materials 1,159 1,740 1,716 3,000 3,000 - 62000 Total Commodities 1,159 1,760 1,716 3,000 3,000 - Contract Services: 63203 Printing and Reproduction 423 325 120 500 500 - 63304 Computer Services and Support 6,271 6,271 6,271 6,400 6,400 - 63504 R&M - Office Equipment 2,080 1,115 2,109 1,700 1,700 - 63603 Rentals - Office Equipment 3,893 4,746 5,032 5,318 5,318 - 63999 Other Contract Services - - - - - - 63000 Total Contract Services 12,667 25,989 13,532 13,918 13,918 - Other Operating Costs: 64101 Travel, Training, and Conference 400 200 - 1,000 1,000 - 64102 Dues, Licenses and Memberships - - 400 400 400 - 64104 Meeting Expense 203 602 560 1,500 1,500 - 64201 Telephone 120 - - 100 - - 64206 Cellular 1,036 736 358 800 800 - 64301 Postage and Delivery Costs 249 279 390 520 520 - 64402 Equipment Replacement Charges 294 1,050 743 234 234 - 64901 Advertising and Legal Notices 298 496 1,069 1,200 1,200 - 64000 Total Other Operating Costs 2,600 3,363 3,520 5,754 5,654 - Capital Outlay 66402 Computers and Peripherals - - 978 - - - 66000 Total Capital Outlay - - 978 - - - 60000 Total Expenditures 159,339$ 165,948$ 41,813$ 46,502$ 46,402$ -$ Town of Avon Line Item Detail Section III, Page C-5 Function: Community Development #200 Department: Community Development #210 Program: Planning #212 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 248,091$ 186,323$ 168,577$ 155,289$ 157,737$ 138,848$ 61105 STD Wages 417 - 2,407 - - - 61106 Paid-out Leave - - 1,778 1,278 1,278 1,335 61111 FT Bonuses - - 8,318 - - - 61121 PTS Wages - - 6,768 - - - 61151 Overtime Wages - - 72 - - - 61301 FT Pension 16,668 15,523 19,741 17,222 17,222 15,420 61302 PTS Pension - - 257 - - - 61304 Employee Assistance Program 96 74 72 54 54 49 61401 FICA/Medicare 3,501 2,564 2,731 2,250 2,250 2,033 61501 Group Health and Life Insurance 31,516 30,086 32,162 33,932 33,932 31,605 61505 Long-term Disability Insurance 2,194 1,593 1,464 1,131 1,131 1,055 61506 Short-term Disability Insurance 1,095 784 764 - - - 61507 Dental Insurance 2,976 3,055 3,090 3,016 3,016 2,583 61509 Worker's Compensation 2,307 1,668 1,575 1,816 1,816 1,823 61510 Unemployment Insurance 534 540 584 470 470 421 61000 Total Personnel 309,395 242,210 250,360 216,458 218,906 195,172 Commodities: 62401 Gasoline - 47 35 - - - 62801 Employee Recognition - - - - - 40 62904 Software 2,571 2,276 3,349 3,349 3,349 3,349 62905 Books and Periodicals 128 - 240 250 250 250 62999 Office Supplies and Materials - - - - - 2,500 62000 Total Commodities 2,699 2,323 3,624 3,599 3,599 6,139 Contract Services: 63101 Legal Services - - 3,336 - 4,800 - 63199 Other Professional Services - - 5,631 10,620 2,000 10,000 63203 Printing and Reproduction Services 139 532 - 750 750 500 63304 Computer Services and Support - - - - - 11,339 63504 R&M - Office Equipment - - - - - 1,500 63603 Rentals - Office Equipment - - - - - 5,318 63501 R&M- Building and Facility - 448 - - - - 63000 Total Contract Services 139 980 8,967 11,370 7,550 28,657 Other Operating Costs 64101 Travel, Training and Conference 2,130 - 817 2,200 1,300 2,500 64102 Dues, Licenses and Memberships 1,122 681 773 1,310 1,310 650 64104 Meeting Expense 96 66 113 - - 500 64206 Cellular and Paging 2,935 209 - - - - 64301 Postage and Delivery Costs - - - - - 250 64402 Equipment Replacement Charges 236 1,163 1,904 1,621 1,621 1,855 64901 Advertising and Legal Notices - - - - - 1,200 64000 Total Other Operating Costs 6,519 2,119 3,607 5,131 4,231 6,955 Town of Avon Line Item Detail Section III, Page C-6 Function: Community Development #200 Department: Community Development #210 Program: Planning #212 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Capital Outlay 66402 Computers and Peripherals 1,314 1,944 - 600 950 - 66000 Total Capital Outlay 1,314 1,944 - 600 950 - 60000 Total Expenditures 320,066$ 249,576$ 266,558$ 237,158$ 235,236$ 236,923$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page C-7 Department:Community Development Program:Planning Account 2014 Number Account Name Justification Budget 62801 Employee Recognition $20 x 2 40$ 40 Trimble GPS Maintenance and Support 349 Arc GIS Desktop Primary Maint. and Support 1,500 Arc Pad Maintenance and Support 250 62904 Software Arc GIS Server Maintenance and Support 1,250 3,349 62905 Books and periodicals Reference Materials and Subscriptions 250 250 62999 Office Supplies Plotter and Office Supplies 2,500 2,500 62000 Total Commodities 6,139$ 63199 Other Professional Services GIS Contract Services 10,000$ 10,000 63203 Printing and Reproduction Services Printing Maps, Comp Plans, etc.500 500 63304 Computer Services and Support Sungard Upgrade, Training, & Support 11,339 11,339 63504 R&M - Office Equipment and Computers Copier Print Charges 1,500 1,500 63603 Rentals - Office Equipment WCP7535 Copier Lease ($443.16 x 12)5,318 5,318 63000 Total Contract Services 28,657$ APA State Conference for 2 Planners 64101 Travel, Training and Conference and Ski Town Research 2,500$ 2,500 APA & AICP Membership- Senior Planner 429 64102 Dues, Licenses, and Memberships APA Membership- Planner II 221 650 64104 Meeting Expense Special Meetings for Long Range Planning 500 500 64301 Postage and Delivery Postage 250 250 64402 Equipment Replacement Charges Annual Equipment Rental Charges 1,855 1,855 64901 Advertising and Legal Notices Public Notices 1,200 1,200 64000 Total Other Operating Costs 6,955$ Town of Avon Line Item Detail Section III, Page C-8 Function: Community Development #200 Department: Community Development #210 Program: Building Inspection #213 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 80,047$ 78,548$ 78,397$ 84,018$ 85,038$ 86,091$ 61106 Paid-out Leave 1,587 802 802 828 61121 PTS Wages 10,223 - - - - - 61122 PTS Bonuses 290 - - - - - 61151 Overtime Wages - - - - - - 61301 FT Pension 5,299 6,636 9,144 9,257 9,257 9,561 61302 PTS Pension 419 - - - - - 61303 Wellness - - - - - - 61304 Employee Assistance Program 24 24 24 24 24 24 61401 FICA/Medicare 1,332 1,106 1,201 1,220 1,220 1,260 61501 Group Health and Life Insurance 10,997 14,976 11,679 14,135 14,135 15,526 61505 Long-term Disability Insurance 556 527 497 497 497 497 61506 Short-term Disability Insurance 343 341 344 - - - 61507 Dental Insurance 1,104 1,812 1,123 1,260 1,260 1,260 61509 Worker's Compensation 572 821 950 1,113 1,113 1,150 61510 Unemployment Insurance 191 227 249 252 252 261 61000 Total Personnel 111,397 105,018 105,195 112,578 113,598 116,458 Commodities: 62401 Gasoline 530 630 517 650 650 650 62801 Employee Recognition - - - - - 20 62805 Clothing and Uniforms - - - - - - 62807 Consumable Tools/Small Equipment 38 - - 50 50 50 62903 Data Processing Supplies - - - - - - 62905 Books and Periodicals 208 139 981 300 300 300 62000 Total Commodities 776 769 1,498 1,000 1,000 1,020 Contract Services: 63199 Other Professional Services - 2,800 700 4,000 4,000 4,000 63999 Other Contract Services 100 - - - - - 63000 Total Contract Services 100 2,800 700 4,000 4,000 4,000 Other Operating Costs: 64101 Travel, Training and Conference 656 200 1,269 1,500 1,500 1,500 64102 Dues, Licenses and Memberships 250 250 125 250 250 250 64103 Mileage Reimbursement - - - 200 200 - 64104 Meeting Expenses - - - - - - 64206 Cellular & Pagers 1,091 883 412 600 600 360 64401 Fleet Maintenance Charges 1,107 2,463 - 2,414 2,414 2,414 64402 Equipment Replacement Charges 2,974 2,939 2,939 2,903 2,903 2,148 64403 Washbay Charges 936 936 624 1,040 1,040 1,248 64901 Advertising and Legal Notices - - - - - - 64000 Total Other Operating Costs 7,014 7,671 5,369 8,907 8,907 7,920 Capital Outlay 66402 Computers and Peripherals - 1,018 - - - - 66000 Total Capital Outlay - 1,018 - - - - 60000 Total Expenditures 119,287$ 117,276$ 112,762$ 126,485$ 127,505$ 129,398$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page C-9 Department:Community Development Program:Building Inspection Account 2014 Number Account Name Justification Budget 62401 Gasoline Vehicle Fuel 650$ 650 62801 Employee Recognition $20 x 1 20 20 62807 Consumable Tools/Small Equip Inspection Equipment 50 50 62905 Books and Periodicals 2015 ICC Draft Codes 300 300 62000 Total Commodities 1,020$ 63199 Other Professional Services Building Inspection Fees 4,000$ 4,000 63000 Total Contract Services 4,000$ 64101 Travel, Training and Conference IBC Certifications 1,500$ 1,500 64102 Dues, Licenses, and Memberships ICBO 250 250 64206 Cellular and Paging Cellular Phone Service 360 360 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 2,414 2,414 64402 Equipment Replacement Charges Annual Equipment Rental Charges 2,148 2,148 64403 Washbay Charges Annual Washbay Charges 1,248 1,248 64000 Total Other Operating Costs 7,920$ Town of Avon Line Item Detail Section III, Page C-10 Function: Community Development #200 Department: Community Development #210 Program: Economic Development #214 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries -$ -$ -$ -$ -$ 65,325$ 61106 Paid-out Leave - - - - - 628 61301 FT Pension - - - - - 7,255 61304 Employee Assistance Program - - - - - 24 61401 FICA/Medicare - - - - - 956 61501 Group Health and Life Insurance - - - - - 15,441 61505 Long-term Disability Insurance - - - - - 497 61507 Dental Insurance - - - - - 1,260 61509 Worker's Compensation - - - - - 122 61510 Unemployment Insurance - - - - - 198 61000 Total Personnel - - - - - 91,706 Commodities: 62801 Employee Recognition - - - - - 20 62905 Books and Periodical - - - - - 300 62999 Office Supplies and Materials - - - - - 400 62000 Total Commodities - - - - - 720 Contract Services: 63203 Printing and Reproduction Services - - - - - 200 63304 Computer Services and Support - - - - - 14,000 63000 Total Contract Services - - - - - 14,200 Other Operating Costs 64101 Travel, Training and Conference - - - - - 1,200 64104 Meeting Expense - - - - - 400 64301 Postage and Delivery - - - - - 250 64102 Dues, Licenses and Memberships - - - 550 550 - 64902 Financial Support, Donations and Cont.- - 38,850 42,325 42,325 - 64903 Economic Development - - 90,000 125,000 125,000 4,000 64000 Total Other Operating Costs - - 128,850 167,875 167,875 5,850 60000 Total Expenditures -$ -$ 128,850$ 167,875$ 167,875$ 112,476$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page C-11 Department:Community Development Program:Economic Development Account 2014 Number Account Name Justification Budget 62801 Employee Recognition $20 x 1 20$ 20 62905 Books and periodicals Misc Books and Periodicals 300 300 62999 Office Supplies and Materials Office Supplies 400 400 62000 Total Commodities 720$ 63203 Printing and Reproduction Services Misc Printing 200$ 200 MUNIRevs Tourism Tracker Implementation 5,000 63304 Computer Services and Support MUNIRevs Tourism Tracker Annual Fee 9,000 14,000 63000 Total Contract Services 14,200$ 64101 Travel, Training and Conference Misc Travel/Training 1,200$ 1,200 64101 Meeting Expense Meetings With Local Businesses 400 400 64301 Postage and Delivery Misc Mailings 250 250 64903 Economic Development Marketing- Logo Development, etc.4,000 4,000 64000 Total Other Operating Costs 5,850$ Section III, Page C-12 THIS PAGE INTENTIONALLY LEFT BLANK Section III, Page D-1 Fund: General Dept: Police Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 1,921,951$ 1,952,529$ 1,943,748$ 2,030,726$ Commodities 117,125 113,729 105,476 116,654 Contract Services 33,255 38,020 36,285 37,546 Other Operating Costs 466,511 483,928 487,279 513,682 Capital Outlay 12,647 10,000 10,000 17,400 Total 2,551,489$ 2,598,206$ 2,582,788$ 2,716,008$ Department Expenditures by Program Administration 541,191$ 529,769$ 526,995$ 533,151$ Patrol 1,915,284 1,960,107 1,945,406 1,964,998 Investigation 95,014 108,330 110,387 217,859 Total 2,551,489$ 2,598,206$ 2,582,788$ 2,716,008$ Authorized Positions Police Chief 1 1 1 1 Police Lieutenant 1 1 1 1 Sergeant 3 3 3 3 Administrative Services Officer 2 2 2 2 Investigator/Detective 1 1 1 1 Officer 12 12 12 12 Total 20 20 20 20 1. The Department has been accredited through CALEA and the Colorado Association of Chiefs of Police. 2. Successfully completed the 5th Annual Avon Police citizen's Academy. 3. Successfully completed the First Latino Eagle County Citizen's Academy. 4. All supervisors have completed the IACP Leadership in Police Organization (LPO) 3-week curriculum. 5. For the first six (6) months of 2013, crime rates and traffic crash rates continued to trend down and remain near record lows; with increases noted in theft, domestic violence, and traffic crashes. 6. Avon crime rates and traffic crash rates continue to trend downward with 2012 being the lowest rate since 2010. Between 2011 and 2012: There was a 63% reduction in burglaries, thefts fell 46% (160 to 87). Assaults and domestic violence cases decreased by 10% and 7%, respectively. DUI arrests were down 25% at 89 compared to 118 in 2011. Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS Proposed Budget 2014 Po l i c e D e p a r t m e n t The Avon Police Department is a full service municipal law enforcement agency responsible for 24/7 police protection in the Town of Avon. The Department consists of 18 sworn police officers and two (2) non-sworn employees. Avon Police employees focus attention to the Department’s Mission Statement and Goals on a day-to-day basis to ensure the safety and security of residents and visitors. The Police Department is administered by the Police Chief and is assisted by a Lieutenant and three (3) Sergeants. The Police Chief spends 90 % of the position’s time in general administration, with 10% contributed to the oversight of community policing programs, including time on law enforcement committees and organizations. The Lieutenant provides general administration approximately 95% of time, with the balance spent in the field. Each Patrol Sergeant oversees six (6) police officers, while the Detective Sergeant supervises the Detective and manages the Police Training Program and Police Volunteers. Section III, Page D-2 Fund: General Dept: Police Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:76,842$ Total Activity Cost:533,151$ Performance Metric(s):Internal Survey; Community Survey Estimated Personnel Time:93% Estimated Nonpersonnel Costs:551,072$ Total Activity Cost:1,827,448$ Performance Metric(s):Police response times by type of call and season Analysis of crime and traffic statistics/trends Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:15,890$ Total Activity Cost:217,860$ Performance Metric(s):Crime Clearance Rates Estimated Personnel Time:7% Estimated Nonpersonnel Costs:41,479$ Total Activity Cost:137,550$ Performance Metric(s):Internal Survey; Community Survey Proposed Budget 2014 Po l i c e D e p a r t m e n t PROGRAM ACTIVITIES AND OPERATIONS Administration: The Police Chief, Lieutenant, and two (2) Administrative Services Officers are responsible for the day-to-day operations of the Police Department, including interaction with Avon Town staff on projects such as budget and department liaisons. Administration is responsible for managing the front desk, customer service, accreditation, records management, outside government liaisons, evidence/property management, policy/procedure, training, and support for police operations. The Chief and Lieutenant also provide service to community outreach programs. Patrol Operations: Patrol Operations are staffed by two (2) sergeants and twelve (12) patrol officers. These teams are responsible for proactive patrol and response to emergencies and calls for service. Officers are responsible for investigation of crimes to property and persons, including traffic enforcement, education, traffic crash investigations and crime prevention/community outreach. Investigations: The Investigations Division is staffed by one (1) Detective Sergeant and one (1) Detective. The Detectives are responsible to support patrol operations, investigate major crimes, conduct background investigations, administer the police training program, and provide administrative support to the Town Clerk for licensing of businesses. Community Programs/Outreach: Community Policing is the philosophy of the Avon Police Department and each member is responsible to Make a Difference in the community during every shift. These programs include Community Outreach; Community Programs such as Citizens Academies/National Night Out; Neighborhood Watch; School Programs; Public Safety/Community Committees, Task Forces and Coalitions. Approximately 1,900 hours of Avon Police time is associated with community programs and outreach. Town of Avon Line Item Detail Section III, Page D-3 Function: Public Safety #300 Department: Police #310 Program: Administration #311 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 319,861$ 316,858$ 318,842$ 331,222$ 332,242$ 326,637$ 61,106 Paid-out Leave - - 2,285 3,163 3,163 3,141 61151 Overtime Wages 3,160 4,784 4,774 3,000 3,000 3,000 61301 FT Pension 22,336 27,146 36,663 36,528 36,528 36,276 61304 Employee Assistance Program 92 91 92 96 96 96 61401 FICA/Medicare 4,626 4,423 4,735 4,859 4,859 4,825 61501 Group Health and Life Insurance 42,115 56,583 75,009 56,522 56,522 62,033 61505 Long-term Disability Insurance 7,126 6,718 6,394 6,490 6,490 6,663 61506 Short-term Disability Insurance 1,270 1,341 1,347 - - - 61507 Dental Insurance 4,232 7,037 7,534 5,040 5,040 5,040 61509 Worker's Compensation 3,368 5,048 6,295 7,352 7,352 7,600 61510 Unemployment Insurance 668 929 1,014 1,005 1,005 998 61000 Total Personnel 414,854 430,958 464,984 455,277 456,297 456,309 Commodities: 62401 Gasoline 872 3,676 5,675 3,160 2,950 3,160 62801 Employee Recognition 828 142 341 500 535 500 62802 Food and Beverages 2,082 2,289 1,250 1,500 1,500 1,500 62805 Clothing and Uniforms 1,912 881 1,231 1,000 1,000 1,000 62807 Consumable Tools/Small Equipment 1,504 883 747 1,000 1,116 1,000 62808 Promotional, Informational, & Mkting Mtls.235 5,600 3,479 1,000 300 1,000 62901 Duplicating Supplies 634 91 122 600 300 600 62903 Data Processing Supplies 303 78 9 300 300 300 62904 Software 9,010 85 280 300 300 300 62905 Books and Periodicals 714 232 69 750 650 750 62999 Office Supplies and Materials 2,877 1,992 2,898 2,500 2,500 2,500 62000 Total Commodities 20,971 15,949 16,101 12,610 11,451 12,610 Contract Services: 63203 Printing and Reproduction Services 3,808 4,602 2,428 4,500 4,100 4,100 63301 Medical Services and Examinations 630 1,230 900 1,500 900 1,300 63302 Laboratory Services 875 2,375 415 1,500 1,300 1,300 63504 R&M - Office Equipment 1,629 4,006 2,143 1,285 1,285 1,285 63506 R&M - Radio and Communications Equip 61 - - 1,000 200 200 63603 Rentals - Office Equipment 6,275 5,881 5,995 5,535 5,800 5,535 63999 Other Contract Services 20,170 17,824 15,798 17,000 17,000 18,126 63000 Total Contract Services 33,448 35,918 27,679 32,320 30,585 31,846 Town of Avon Line Item Detail Section III, Page D-4 Function: Public Safety #300 Department: Police #310 Program: Administration #311 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 8,261 9,964 10,019 9,000 9,000 9,000 64102 Dues, Licenses and Memberships 2,464 2,437 2,440 2,000 2,000 2,000 64201 Telephone 1,052 - - 1,200 - - 64206 Cellular and Paging 3,802 4,329 4,047 2,300 2,300 1,260 64301 Postage and Delivery Costs 1,770 1,663 1,493 1,300 1,600 1,300 64401 Fleet Maintenance Charges 3,529 6,097 2,056 4,780 4,780 4,780 64402 Equipment Replacement Charges 4,435 8,637 10,686 7,462 7,462 7,222 64403 Washbay Charges 468 468 468 520 520 624 64901 Advertising and Legal Notices - - 280 1,000 1,000 1,000 64000 Total Other Operating Costs 25,781 33,595 31,489 29,562 28,662 27,186 Capital Outlay: 66402 Computers and Peripherals 2,265 1,061 938 - - 5,200 66000 Total Capital Outlay 2,265 1,061 938 - - 5,200 60000 Total Expenditures 497,319$ 517,481$ 541,191$ 529,769$ 526,995$ 533,151$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page D-5 Department:Police Program:Administration Account 2014 Number Account Name Justification Budget Victim Services, Evidence Call Out 61151 Overtime Wages Administration Overtime 3,000 3,000$ 62401 Gasoline Gasoline for Vehicles 3,160$ 3,160 62801 Employee Recognition Employee Incentives, Gifts 500 500 62802 Food and Beverages Seminars, Classes, and Meetings 1,500 1,500 62805 Clothing and Uniforms Administration Uniforms 1,000 1,000 62807 Consumable Tools/Small Equipment Miscellaneous Equipment 1,000 1,000 National Night Out, Calendars, Water Bottles, Pens, Pins, Crime Prevention 62808 Promotional and Marketing Materials Materials 1,000 1,000 62901 Duplicating Supplies Copier, Paper, Toner, Misc.600 600 62903 Data Processing Supplies Ink, Cartridges 300 300 62904 Software Software Applications 300 300 Muni. Codes, Traffic Codes 62905 Books and Periodicals Law Enforcement Periodicals 750 750 62999 Office Supplies and Materials Copier, CBI Computer, Paper 2,500 2,500 62000 Total Commodities 12,610$ Business Cards, Stationary, Manuals, 63203 Printing and Reproduction Services Pamphlets, Court Envelopes 4,100$ 4,100 Hepatitis/Drug Screens Annual Physicals 63301 Medical Services and Examinations Fitness Program 1,300 1,300 63302 Laboratory Services Pre-Employment Testing 1,300 1,300 63504 R&M - Office Equipment Copier, Computers, Printers, Shredder, Etc.1,285 1,285 63506 R&M - Radios and Communications Equip.Pagers, Radio, Cell Phone Repair & Maint.200 200 63603 Rentals - Office Equipment Copier Machine $461.24 x 12 5,535 5,535 Accreditation Fee 3,626 ECAC Contract 11,400 63999 Other Contract Services Vehicle Towing, Microfilm 3,100 18,126 63000 Total Contract Services 31,846$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page D-6 Department:Police Program:Administration Account 2014 Number Account Name Justification Budget Lieutenant Leadership and SWAT Training, Highway Safety Committee and Post CST Training, Records Certification, Evidence 64101 Travel, Training and Conference Certification and IACP Conference 9,000$ 9,000 International Chiefs of Police, Colorado Chiefs, Drug Recognition Expert Fees 64102 Dues, Licenses and Memberships Community partership w/ rotary, FBI NA 2,000 2,000 64206 Cellular and Paging Cellular 1,260 1,260 Postage and Cost of Delivery 64301 Postage and Delivery Costs of Evidence Items to CBI for Testing 1,300 1,300 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 4,780 4,780 64402 Equipment Replacement Charges Annual Equipment Rental Charges 7,222 7,222 64403 Washbay Charges Annual Washbay Charges 624 624 64901 Advertising and Legal Notices Recruit Advertising 1,000 1,000 64000 Total Other Operating Costs 27,186$ 2 Desktop Replacements (Bert & Krista)2,200$ 66402 Computers and Peripherals 2 Laptops (Bob & Greg) 3,000 5,200 66000 Total Capital Outlay 5,200$ Town of Avon Line Item Detail Section III, Page D-7 Function: Public Safety #300 Department: Police #310 Program: Patrol #312 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 930,115$ 867,089$ 872,856$ 879,043$ 859,513$ 852,203$ 61105 STD Wages 554 - - - - - 61106 Paid-out Leave - - - 10,704 18,353 8,194 61151 Overtime Wages 55,610 99,825 89,533 105,500 125,500 105,500 61156 Extra Duty Pay 6,377 31,279 12,013 12,000 12,000 12,000 61301 FT Pension 65,093 73,345 99,800 97,171 92,950 94,644 61304 Employee Assistance Program 371 348 356 362 344 336 61401 FICA/Medicare 14,459 13,842 14,334 14,532 14,223 14,180 61501 Group Health and Life Insurance 137,003 179,962 208,235 211,332 200,079 215,927 61505 Long-term Disability Insurance 25,163 19,940 20,075 20,362 19,310 19,943 61506 Short-term Disability Insurance 3,888 3,620 3,674 - - - 61507 Dental Insurance 13,348 22,113 20,493 18,962 17,923 17,640 61509 Worker's Compensation 15,400 23,303 28,125 29,675 28,691 28,946 61510 Unemployment Insurance 2,034 2,871 3,047 3,006 2,942 2,934 61000 Total Personnel 1,269,415 1,337,537 1,372,541 1,402,649 1,391,828 1,372,447 Commodities: 62101 Police Operating and Field Supplies 4,106 2,142 6,857 3,000 3,000 3,000 62102 Firearms and Weapons Supplies 7,960 19,440 10,881 15,275 18,275 17,000 62401 Gasoline 38,815 52,091 53,246 48,980 37,800 48,980 62804 Training Supplies 185 57 370 500 500 500 62805 Clothing and Uniforms 11,930 18,964 14,410 13,200 14,500 13,200 62806 Safety Materials and Supplies 8,871 5,937 10,188 11,000 12,000 12,400 62807 Consumable or Small Equipment Items 1,899 4,289 2,212 3,000 2,500 3,000 62809 Medical Supplies and 1st Aid 406 493 215 1,000 1,000 1,000 62902 Audio/Visual Supplies 10,242 471 - 150 150 150 62000 Total Commodities 84,414 103,884 98,379 96,105 89,725 99,230 Contract Services: 63199 Other Professional Services - - 214 - - - 63302 Laboratory Services 1,799 4,435 4,320 4,000 4,000 4,000 63549 R&M - Other Specialized Equipment 474 850 142 500 500 500 63999 Other Contract Services - 1,009 - - - - 63000 Total Contract Services 2,273 6,294 4,676 4,500 4,500 4,500 Town of Avon Line Item Detail Section III, Page D-8 Function: Public Safety #300 Department: Police #310 Program: Patrol #312 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 10,844 15,697 15,063 15,000 15,000 15,000 64103 Mileage Reimbursement 362 73 173 400 400 - 64206 Cellular and Paging 8,737 11,433 12,437 18,342 18,342 17,000 64401 Fleet Maintenance Charges 63,868 92,295 64,866 62,500 65,000 62,500 64402 Equipment Replacement Charges 73,933 70,835 80,675 81,871 81,871 82,762 64403 Washbay Charges 4,680 4,680 4,680 6,240 6,240 7,488 64901 Advertising and Legal Notices - - 50 500 500 500 64904 Operating Fees, Assessments and Charges 250,636 247,747 249,739 262,000 262,000 291,371 64906 Insurance Deductibles - - 1,239 - - - 64000 Total Other Operating Costs 413,060 442,760 428,922 446,853 449,353 476,621 Capital Outlay: 66402 Computers and Peripherals - 810 1,951 - - 2,200 66405 Radio & Communication Equipment 1,959 9,961 8,815 10,000 10,000 10,000 66000 Total Capital Outlay 1,959 10,771 10,766 10,000 10,000 12,200 60000 Total Expenditures 1,771,121$ 1,901,246$ 1,915,284$ 1,960,107$ 1,945,406$ 1,964,998$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page D-9 Department:Police Program:Patrol Account 2014 Number Account Name Justification Budget Grant Funded Duty Pay: Hi Vis/LEAF 36,000$ ERYC 8,500 Click It or Ticket 5,000 11.5 hr shifts-Straight time Hour Shifts 12,000 Special Events: St. Pat, Salute, NNO 5,000 61151 Overtime Wages Investigations, Court, Report Writing, Patrol 39,000 105,500 61156 Extra Duty Extra Duty Contracts 12,000 12,000$ Training Equipment, Film for Cameras, 62101 Police Operating and Field Supplies Intox Supplies and Taser Batteries 3,000$ 3,000 Firearm Supplies, Shotgun Shells, Bullets, Rifle Repairs, Cleaning Supplies, Targets, Less Than Lethal Forces Munitions 14,000 62102 Firearms and Weapons Supplies 2 New Rifles 3,000 17,000 62401 Gasoline Gas for Patrol Cars 48,980 48,980 62804 Training Supplies Training Supplies 500 500 Uniforms ($600 x17)10,200 62805 Clothing and Uniforms Misc. Uniforms, Leather Gear, Equipment 3,000 13,200 New/Replacement Ballistic Vests (50% grant funded) 62806 Safety Materials Flares, Cones, Safety Equipment 12,400 12,400 62807 Consumable Tools/ Small Equipment Narcotics Testing Eq, NIK Kits, Swabs 3,000 3,000 Blood and Urine Test Equipment 62809 Medical Supplies and First Aid Replace 1st Aid Supplies 1,000 1,000 62902 Audio/Visual Supplies Video Tapes, Supplies 150 150 62000 Total Commodities 99,230$ 63302 Laboratory Services Toxicology Testing, Blood & Urine Testing 4,000$ 4,000 63549 R&M - Other Specialized Equipment Radar 500 500 63000 Total Contract Services 4,500$ Academy Miscellaneous Training: Bike Patrol, Community Poliicing, SRO, Police Liability, 64101 Travel, Training and Conference Search and Seizure 15,000$ 15,000 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page D-10 Department:Police Program:Patrol Account 2014 Number Account Name Justification Budget Cellular Phone Service 12 x550/mo 6,600 Raids on Line, Evidence on Q, and Livescan 3,800 64206 Cellular and Paging Maintenance Contracts 6,600 17,000 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 62,500 62,500 64402 Equipment Replacement Charges Annual Equipment Rental Charges 82,762 82,762 64403 Washbay Charges Annual Washbay Charges 7,488 7,488 64901 Advertising and Legal Notices New Officer Recruitment Pamphlets 500 500 Crime Stoppers 500 COPS LINK 1,900 Clancy 3,120 Detox Facility 19,567 Boarding Prisoners 750 800 MHz System Fee 35,047 64904 Operating Fees, Assessments, and Charges Vail Dispatch Services 230,487 291,371 64000 Total Other Operating Costs 476,621$ 66402 Computers and Peripherals 2 Desktop Replacements (Lovins, Gray)2,200$ 2,200 66405 Radio and Communication Equipment Mobile Radios (2)10,000 10,000 66000 Total Capital Outlay 12,200$ Town of Avon Line Item Detail Section III, Page D-11 Function: Public Safety #300 Department: Police #310 Program: Investigations #313 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 54,114$ 57,715$ 57,472$ 58,618$ 59,638$ 132,979$ 61106 Paid-out Leave - - - 558 558 1,279 61151 Overtime Wages 2,216 4,310 3,157 9,000 9,000 9,000 61301 FT Pension 4,734 4,941 6,562 6,447 6,447 14,768 61304 Employee Assistance Program 18 24 24 24 24 48 61401 FICA/Medicare 818 867 895 980 980 2,077 61501 Group Health and Life Insurance 7,988 14,878 11,542 14,032 14,032 30,893 61505 Long-term Disability Insurance 1,690 1,722 1,494 1,509 1,509 3,457 61506 Short-term Disability Insurance 196 245 243 - - - 61507 Dental Insurance 808 1,812 1,119 1,260 1,260 2,520 61509 Worker's Compensation 872 1,438 1,729 1,972 1,972 4,517 61510 Unemployment Insurance 115 179 189 203 203 432 61000 Total Personnel 73,569 88,131 84,426 94,603 95,623 201,970 Commodities: 62101 Police Operating and Field Supplies 2,283 2,473 1,397 2,500 1,250 2,500 62401 Gasoline 985 1,207 1,142 1,264 2,000 1,264 62805 Clothing and Uniforms 460 212 - 600 400 400 62806 Safety Materials - - - 200 200 200 62807 Consumable Tools/Small Equipment 258 8 106 250 250 250 62902 Audio/Visual Supplies 60 116 - 200 200 200 62999 Office Supplies and Materials 337 - - - - - 62000 Total Commodities 4,383 4,016 2,645 5,014 4,300 4,814 Contract Services: 63301 Medical Services and Exams 1,293 3,018 900 1,200 1,200 1,200 63000 Total Contract Services 1,293 3,018 900 1,200 1,200 1,200 Other Operating Costs: 64206 Cellular and Paging - - - - 500 1,200 64401 Fleet Maintenance Charges 1,706 2,252 388 1,749 3,000 3,000 64402 Equipment Replacement Charges 4,376 - 5,244 5,244 5,244 4,427 64403 Washbay Charges 468 468 468 520 520 1,248 64000 Total Other Operating Costs 6,550 2,720 6,100 7,513 9,264 9,875 Capital Outlay: 66402 Computers and Peripherals - - 943 - - - 66000 Total Capital Outlay - - 943 - - - 60000 Total Expenditures 85,795$ 97,885$ 95,014$ 108,330$ 110,387$ 217,859$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page D-12 Department:Police Program:Investigations Account 2014 Number Account Name Justification Budget 61151 Overtime Wages Investigator's Overtime 9,000 9,000$ DUI Blood Storage Refrigerator 62101 Police Operating and Field Supplies Equipment, Investigative Supplies 2,500$ 2,500 62401 Gasoline Gasoline for vehicle 1,264 1,264 62805 Clothing and Uniforms Miscellaneous Uniforms 400 400 62806 Safety Materials Gloves, PPE, Decontamination Wipes 200 200 62807 Consumable Tools/Small Equipment Miscellaneous 250 250 62902 Audio/Visual Supplies Video & Audio Cassettes for Court 200 200 62000 Total Commodities 4,814$ 63301 Medical Services and Exams Sex Assault Medical Services 1,200$ 1,200 63000 Total Contract Services 1,200$ 64206 Cellular and Paging Cell Phones 1,200$ 1,200 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 3,000 3,000 64402 Equipment Replacement Charges Annual Equipment Rental Charges 4,427 4,427 64403 Washbay Charges Annual Washbay Charges 1,248 1,248 64000 Total Other Operating Costs 9,875$ Section III, Page E-1 Fund: General Dept: Road and Bridge Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 1,239,998$ 587,348$ 512,109$ 532,669$ Commodities 264,252 230,478 188,917 194,944 Contract Services 349,491 253,816 253,649 310,767 Other Operating Costs 500,672 387,199 377,315 393,994 Capital Outlay 24,613 27,850 27,850 2,200 Total 2,379,026$ 1,486,691$ 1,359,840$ 1,434,574$ Department Expenditures by Program Administration 66,861$ -$ -$ -$ Road and Bridge 1,371,021 1,608,520 1,481,669 1,434,574 Facility Maintenance 333,342 - - - Parks 787,773 - - - Total 2,558,997$ 1,608,520$ 1,481,669$ 1,434,574$ Authorized Positions Road and Bridge Superintendent 1 1 1 1 Maintenance Supervisor 1 1 1 - Operator II ---1 Operator I 5 5 5 5 Total 7 7 7 7 1. Reorganized structure with merger of Parks and Recreation Department. 2. Developed prioritized work plan. 3. Completed Phase 1 Post Boulevard clean-up. 4. Completed Segment 1 of Ditch Maintenance Catch-up. 4. Developed new snowplow schedule to reduce overtime, maximize CDL scheduling and increase service. Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT Ro a d a n d B r i d g e D e p a r t m e n t DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS The Road and Bridge Department is responsible for maintenance of over 60 lane miles of streets and roads, six bridges, two railraod overpasses, eight miles of sidewalk and the Town's major storm water infrastructure. The Department is managed on a day-to-day basis by the Road and Bridge Superintendent, who reports directly to the Town Manager. The Superintendents spends approximately 75% in general department administration, including developing work plans and work supervision. Right-of-way and snow removal permit administration and inspection of permits takes 20% of the position's time, with the balance working in the field. Section III, Page E-2 Fund: General Dept: Road and Bridge Budget Summary Estimated Personnel Time:95% Estimated Nonpersonnel Costs:-$ Total Activity Cost:102,362$ Performance Metric(s):Internal Survey Estimated Personnel Time:30% Estimated Nonpersonnel Costs:270,572$ Total Activity Cost:399,664$ Performance Metric(s):Cost per lane mile Community Survey Estimated Personnel Time:17% Estimated Nonpersonnel Costs:153,324$ Total Activity Cost:226,476$ Performance Metric(s):Cost per linear foot Estimated Personnel Time:50% Estimated Nonpersonnel Costs:450,953$ Total Activity Cost:666,106$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:3% Estimated Nonpersonnel Costs:27,057$ Total Activity Cost:39,966$ Performance Metric(s):95% working lights at all times Ro a d a n d B r i d g e D e p a r t m e n t PROGRAM ACTIVITIES AND OPERATIONSProposed Budget 2014 Administration: Includes management of ROW permit program, including inspections of construction sites, utility projects, budgetary planning and approval of travel, training and conferences. Manages contract work, locate requests and oversight of snow plow schedules and service levels and summer work programs, including ditch maintenance and noxious weed program. Assists Police Department with vehicular accident investigation. Snow Removal Operations: Snow and ice removal on all streets, roads and bridges. , including traffic enforcement, education, traffic crash investigations and crime prevention/community outreach. Ditch Maintenance: Maintenance of the Town's major storm water system, includes traffic control and cleaning of ditches and hauling of waste. General Road Maintenance: Work includes guardrail repair, utility locates, Special Event assistance, street sweeping, including cinder pick-up, street striping, sign production and maintenance, banner placement,and weed control. Street Light Maintenance: Includes contracts for outside electrical firms and materials for maintenance of the Town's exterior street lights and interior building lights. Personnel, other than 2% for Road and Bridge Supervisor is in the Parks and Recreation Budget. Town of Avon Line Item Detail Section III, Page E-3 Function: Public Works #400 Department: Public Works Department #410 Program: Administration #411 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 54,416$ 33,212$ 27,487$ -$ -$ -$ 61106 Paid-out Leave - - 5,053 - - - 61151 Overtime 886 - - - - - 61201 Automobile Allowance 1,080 1,080 900 - - - 61301 FT Pension 3,328 2,832 3,711 - - - 61304 Employee Assistance Program 11 7 6 - - - 61401 FICA/Medicare 497 471 483 - - - 61501 Group Health and Life Insurance 4,956 4,534 4,727 - - - 61505 Long-term Disability Insurance 246 158 124 - - - 61506 Short-term Disability Insurance 176 143 120 - - - 61507 Dental Insurance 513 544 467 - - - 61509 Worker's Compensation 270 359 390 - - - 61510 Unemployment Insurance 116 96 101 - - - 61000 Total Personnel 66,495 43,436 43,569 - - - Commodities: 62401 Gasoline 542 728 730 - - - 62802 Food and Beverages 1,725 1,288 1,562 - - - 62805 Clothing and Uniforms 48 410 85 - - - 62904 Software 89 175 - - - - 62905 Books and Periodicals 133 - 66 - - - 62999 Office Supplies and Materials 2,220 1,942 1,632 - - - 62000 Total Commodities 4,757 4,543 4,075 - - - Contract Services: 63504 R&M - Office Equipment and Computer - 767 - - - - 63506 R&M - Radios and Communications Equip.13,966 6,044 3,589 - - - 63603 Rentals - Office Equipment - 1,749 325 - - - 63999 Other Contract Services 483 425 123 - - - 63000 Total Contract Services 14,449 8,985 4,037 - - - Other Operating Costs: 64101 Travel, Training and Conference 1,585 841 510 - - - 64102 Dues, Licenses and Memberships 683 461 599 - - - 64104 Meeting Expense - - 189 - - - 64201 Telephone 1,294 1,147 1,235 - - - 64206 Cellular and Paging 6,395 10,121 10,964 - - - 64301 Postage and Delivery Costs 416 1,145 348 - - - 64401 Fleet Maintenance Charges 1,382 4,057 867 - - - 64402 Equipment Replacement Charges 600 - - - - - 64403 Washbay Charges - 429 468 - - - 64901 Advertising and Legal Notices 252 - - - - - 64000 Total Other Operating Costs 12,607 18,201 15,180 - - - Town of Avon Line Item Detail Section III, Page E-4 Function: Public Works #400 Department: Public Works Department #410 Program: Administration #411 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Capital Outlay 66401 Office Equipment - 312 - - - - 66402 Computers and Peripherals 2,162 - - - - - 66000 Total Capital Outlay 2,162 312 - - - - 60000 Total Expenditures 100,470$ 75,477$ 66,861$ -$ -$ -$ Town of Avon Line Item Detail Section III, Page E-5 Function: Public Works #400 Department: Public Works Department #410 Program: Roads and Bridge #413 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 383,330$ 355,400$ 321,848$ 361,280$ 318,470$ 326,837$ 61106 Paid-out Leave - - 2,292 3,457 7,194 3,143 61151 Overtime Wages 12,936 15,998 23,671 32,000 20,000 24,000 61301 FT Pension 25,731 30,637 36,998 39,627 34,754 36,032 61304 Employee Assistance Program 210 198 180 192 168 168 61401 FICA/Medicare 5,754 5,197 5,037 5,728 4,898 5,133 61501 Group Health and Life Insurance 92,858 122,376 115,818 111,827 97,832 107,558 61505 Long-term Disability Insurance 3,892 3,417 2,962 3,147 2,697 2,805 61506 Short-term Disability Insurance 1,710 1,574 1,453 - - - 61507 Dental Insurance 9,420 14,113 11,544 10,080 8,820 8,820 61509 Worker's Compensation 11,502 13,390 16,268 18,825 16,263 17,111 61510 Unemployment Insurance 843 1,081 1,082 1,185 1,013 1,062 61000 Total Personnel 548,186 563,381 539,153 587,348 512,109 532,669 Commodities: 62201 Street Repair & Maint. Mtls & Supplies 12,202 19,976 10,272 22,000 18,500 18,500 62202 Sand and Gravel 35,039 45,253 50,957 56,000 48,000 48,000 62203 Street Sign Materials and Supplies 26,828 25,819 18,064 28,800 25,500 25,400 62205 Plumbing & Electrical Supplies & Mtls 1,967 40,073 12,282 16,059 16,000 15,072 62305 Chemicals 23,581 21,061 - 23,300 18,640 22,500 62401 Gasoline 5,628 10,087 10,670 8,927 8,927 8,927 62402 Diesel 38,548 37,559 33,952 52,332 37,000 40,000 62801 Employee Recognition - - - - - 140 62802 Food and Beverage 652 695 531 2,500 1,075 1,605 62804 Training Supplies 401 100 - 600 200 200 62805 Clothing and Uniforms 3,814 4,001 3,968 4,400 2,500 3,200 62806 Safety Materials and Supplies 2,260 2,382 1,863 2,270 1,135 1,700 62807 Consumable Tools/Small Equipment 7,974 8,317 8,343 9,040 9,040 8,000 62899 Other Miscellaneous Operating Supplies 752 609 912 1,800 1,000 1,000 62904 Software - - - 500 500 - 62905 Books and Periodicals - - - 200 200 - 62999 Office Supplies and Materials - - - 1,750 700 700 62000 Total Commodities 159,646 215,932 151,814 230,478 188,917 194,944 Contract Services: 63301 Medical Services and Exams 260 10 555 1,764 1,000 1,000 63502 R&M - Streets 89,155 89,729 87,874 104,203 105,000 93,000 63504 R&M - Office Equipment and Computer - - - 882 882 1,000 63506 R&M - Radios and Communications Equip - - - 7,850 7,850 8,450 63603 Rentals - Office Equipment - - - 1,917 1,917 1,917 63608 Rentals - Machinery & Equipment 245 - 329 700 500 500 63999 Other Contract Services 130,995 124,605 145,834 136,500 136,500 204,900 63000 Total Contract Services 220,655 214,344 234,592 253,816 253,649 310,767 Town of Avon Line Item Detail Section III, Page E-6 Function: Public Works #400 Department: Public Works Department #410 Program: Roads and Bridge #413 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 2,697 3,672 4,255 9,175 459 7,700 64102 Dues, Licenses and Memberships - - - 1,068 390 338 64104 Meeting Expense - - - 120 - - 64201 Telephone - - - 1,300 1,300 1,300 64203 Electric 35,119 36,220 36,401 41,800 41,800 41,800 64206 Cellular and Paging - - - 4,200 5,100 1,488 64301 Postage and Delivery Costs - - - 300 30 150 64401 Fleet Maintenance Charges 195,167 259,791 114,783 208,200 208,200 208,200 64402 Equipment Replacement Charges 78,105 90,019 79,013 75,932 75,932 86,254 64403 Washbay Charges 7,008 7,008 7,008 8,104 8,104 10,764 64901 Advertising and Legal 248 - 235 1,000 - - 64902 Financial Support, Donations & Cont 23,883 35,099 23,796 36,000 36,000 36,000 64906 Insurance Deductibles - 236 - - - - 64000 Total Other Operating Costs 342,227 432,045 265,491 387,199 377,315 393,994 Debt Service: 65201 Capital Lease Payments 165,662 94,107 179,971 121,829 121,829 - 65000 Total Debt Service 165,662 94,107 179,971 121,829 121,829 - Capital Outlay: 66401 Office Equipment - - - 550 550 - 66402 Computers and Peripherals 1,834 1,018 - 200 200 2,200 66404 Furniture and Fixtures - - - 2,100 2,100 - 66499 Other Machinery & Equipment - - - 25,000 25,000 - 66000 Total Capital Outlay 1,834 1,018 - 27,850 27,850 2,200 60000 Total Expenditures 1,438,210$ 1,520,827$ 1,371,021$ 1,608,520$ 1,481,669$ 1,434,574$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-7 Department:Public Works Program:Roads & Streets Account 2014 Number Account Name Justification Budget 61151 Overtime Wages Overtime 24,000 24,000$ Street Paint 2,000$ Brick Sealer, Crosswalks 5,000 Asphalt/Cold Patch 3,000 Replenish Guard Rail Material 5,000 62201 Street Repair and Maint. Materials and Supp Pre-mark Street Striping 3,500 18,500 Cinders 42,000 62202 Sand and Gravel Shoulder Material 6,000 48,000 Delineators, Reflectors 6,000 Steel Posts 17 @ $200 3,400 Stains, Paints, Brushes 750 Replenish Cones and Barrels 1,500 Construction Signs (Vlg)500 Sign Materials 6,600 62203 Street Sign Materials and Supplies Wood Posts 100 @ $65 6,650 25,400 Ballasts 3,500 Bulbs 1,430 Hardware 2,120 62205 Plumbing and Electrical Supplies and Materials 6-Path Lights @ $1337 each/lot 5 fixture 8,022 15,072 Weed Killer 1,000 Neutralizer 500 62305 Chemicals Ice Slicer 21,000 22,500 62401 Gasoline Unleaded Fuel 8,927 8,927 62402 Diesel Diesel Fuel 40,000 40,000 62801 Employee Recognition $20 x 7 140 140 Coffee Service 750 Winter In-Service Meeting, End of Season 62802 Food and Beverage Lunch 855 1,605 62804 Training Supplies Video Rental, Safety Handouts 200 200 8 Coats @ $175 each 1,400 8 Bibs @ $125 each 1,000 62805 Clothing and Uniforms Uniforms, Hats, Shirts 8 @ $100 800 3,200 Personal Protective Equipment 8 @ $150 1,200 Barricade Lights 200 62806 Safety Materials and Supplies First Aid Supplies 300 1,700 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-8 Department:Public Works Program:Roads & Streets Account 2014 Number Account Name Justification Budget Electrical Field tools 2,000 Asphalt Tools/Crack Fill Specialty Tools 500 Hand Tools 800 Guardrail Attachment 1,000 Air Tools 1,260 (2) Weed Trimmers 1,440 62807 Consumable Tools/ Small Equipment Miscellaneous Hardware 1,000 8,000 Bracket Hardware 400 62899 Other Miscellaneous Operating Supplies Miscellaneous Hardware 600 1,000 Printer, Copier and Magazine 62999 Office Suppliles & Materials Misc. Flyers and Supplies 700 700 62000 Total Commodities 194,944$ Random Alcohol 350$ Random Drug 350 63301 Medical Services and Exams DOT Physicals 300 1,000 Miscellaneous Patch (potholes, sinkholes)20,000 Infra Red Patch 17,000 Storm Water System Maintenance 15,000 Crosswalk Brick Repairs (2)8,000 Guard Rail Repair 360 LF/yr @ $25/LF 9,000 63502 R&M - Streets Crack Fill Maintenance 24,000 93,000 63504 R&M - Office Equipment and Computer Copier Maintenance 1,000 1,000 800 MHz Radio Service 3,950 800 MHz Radio Replacement/Breakdown 3,500 Batteries 500 63506 R&M - Radios & Communications Equipment Repairs 500 8,450 63603 Rentals - Office Equipment 50% Copier Lease $319.57 x 12 months 1,917 1,917 63608 Rentals - Machinery and Equipment Miscellaneous Equipment Rentals 500 500 Ditch Maintenance 60,000 Electrical Outsourcing 12,000 Snow Removal/Hauling 30,000 Snow Removal/Handwork (Avon Rd)5,000 Street Striping 42,000 Sidewalk Repairs 8,000 Trash, Landfill (Includes Clean up Work)9,500 Vandalism 3,600 UNCC Charges (Locates, Tier 1)3,000 Paint RR Bridge Walls 6,800 Weed Mitigation 20,000 63999 Other Contract Services Paint Streetscape Lights 25 @ $200 5,000 204,900 63000 Total Contract Services 310,767$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-9 Department:Public Works Program:Roads & Streets Account 2014 Number Account Name Justification Budget Supervisor Training 800$ Equipment Operator Certification 4,500 64101 Travel, Training, and Conference ALTAP/APWA Training 2,400 7,700 APWA 238 64102 Dues, Licenses, and Memberships CO Weed Association 100 338 64201 Telephone and Long Distance PW Fax, Fire Alarm, Long Distance 1,300 1,300 W.BC Blvd. Streetlights 2,000 I-70 Sign 1,550 Christmas Lights #1 3,350 Christmas Lights #2 2,820 Street Lights - Avon Road 2,700 Path Lights - Avon Road 2,700 Path Outlets 7,700 Recreation Center Parking Lot 2,600 Riverfront Drive 1,600 Benchmark Road Street Lights 1,920 Avon Elementary 1,160 Village Streetlights 2,700 Village Earthlights 2,700 Hurd Lane Street Lights 1,700 West Beaver Creek Blvd Path Lights 2,600 64203 Electric Chapel Place Path Lights 2,000 41,800 Smartphone (1 x $54 x 12mo)648 Cellphone (1 x $30 x 12mo)360 64206 Cellular and Paging Internet for laptop (1 x $40 x 12mo)480 1,488 64301 Postage and Delivery Costs Postage 150 150 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 208,200 208,200 64402 Equipment Replacement Charges Annual Equipment Rental Charges 86,254 86,254 64403 Washbay Charges Annual Washbay Charges 10,764 10,764 64902 Financial Support, Donations Westin Riverfront Public Plaza 36,000 36,000 64000 Total Other Operating Costs 393,994$ 66402 Computers and Peripherals Desktop Repl -Operator II & Superintendent 2,200$ 2,200 66000 Total Capital Outlay 2,200$ Town of Avon Line Item Detail Section III, Page E-10 Function: Public Works #400 Department: Public Works Department #410 Program: Facility Maintenance #414 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 128,932$ 118,427$ 102,402$ -$ -$ -$ 61106 Paid-out Leave - - 935 - - - 61151 Overtime Wages 1,168 2,718 5,392 - - - 61301 FT Pension 8,949 9,858 12,376 - - - 61303 Wellness - - - - - - 61304 Employee Assistance Program 65 60 60 - - - 61401 FICA/Medicare 1,896 1,700 1,668 - - - 61501 Group Health and Life Insurance 29,405 38,189 32,322 - - - 61505 Long-term Disability Insurance 1,254 1,090 973 - - - 61506 Short-term Disability Insurance 556 500 467 - - - 61507 Dental Insurance 2,990 4,173 3,211 - - - 61509 Worker's Compensation 2,315 3,108 3,607 - - - 61510 Unemployment Insurance 276 351 354 - - - 61000 Total Personnel 177,806 180,174 163,767 - - - Commodities: 62205 Plumbing & Electrical Supplies & Materials 7,095 3,558 5,726 - - - 62401 Gasoline 2,656 2,522 2,665 - - - 62402 Diesel 1,783 1,018 989 - - - 62803 Janitorial, Custodial & Cleaning Supplies 9,826 8,103 7,505 - - - 62805 Clothing and Uniforms 331 723 721 - - - 62807 Consumable Tools/Small Equipment 494 1,306 955 - - - 62899 Other Miscellaneous Operating Supplies 920 458 460 - - - 62904 Software 175 - - - - - 62000 Total Commodities 23,280 17,688 19,021 - - - Contract Services: 63306 Security Services 500 - - - - - 63501 R&M - Buildings and Facilities 25,607 41,078 39,794 - - - 63599 Other Maintenance Services 12,851 14,136 15,527 - - - 63000 Total Contract Services 38,958 55,214 55,321 - - - Other Operating Costs: 64101 Travel, Training and Conference 884 1,324 1,842 - - - 64102 Dues, Licenses and Memberships 3,924 3,924 3,924 - - - 64201 Telephone - 1,647 645 - - - 64202 Gas 9,257 13,873 11,485 - - - 64203 Electric 44,281 41,710 43,806 - - - 64204 Water and Sanitation 9,614 9,018 9,192 - - - 64205 Trash and Recycling 11,167 7,448 5,936 - - - 64401 Fleet Maintenance Charges 12,647 8,188 8,881 - - - 64402 Equipment Replacement Charges 1,800 2,200 - - - - 64403 Washbay Charges 936 936 936 - - - 64000 Total Other Operating Costs 94,510 90,268 86,647 - - - Town of Avon Line Item Detail Section III, Page E-11 Function: Public Works #400 Department: Public Works Department #410 Program: Facility Maintenance #414 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Capital Outlay: 66202 Building Improvements 32,828 4,014 8,586 - - - 66402 Computers and Peripherals - 837 - - - - 66404 Furniture and Fixtures - - - - - - 66000 Total Capital Outlay 32,828 4,851 8,586 - - - 60000 Total Expenditures 367,382$ 348,195$ 333,342$ -$ -$ -$ Town of Avon Line Item Detail Section III, Page E-12 Function: Public Works #400 Department: Public Works Department #410 Program: Parks #415 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 247,860$ 253,177$ 258,489$ -$ -$ -$ 61106 Paid-out Leave - - 4,419 - - - 61121 PTS Wages 90,039 85,059 96,482 - - - 61122 PTS Bonuses 965 599 629 - - - 61151 Overtime Wages 8,106 8,492 11,074 - - - 61202 Ski Pass - - - - - - 61301 FT Pension 17,365 21,229 29,981 - - - 61302 PTS Pension 3,507 3,202 3,796 - - - 61303 Wellness - - - - - - 61304 Employee Assistance Program 123 135 135 - - - 61401 FICA/Medicare 5,087 4,919 5,527 - - - 61501 Group Health and Life Insurance 37,562 59,702 62,365 - - - 61505 Long-term Disability Insurance 2,412 2,424 2,368 - - - 61506 Short-term Disability Insurance 1,062 1,126 1,157 - - - 61507 Dental Insurance 3,530 7,439 6,034 - - - 61509 Worker's Compensation 5,089 7,724 9,905 - - - 61510 Unemployment Insurance 729 1,010 1,148 - - - 61000 Total Personnel 423,436 456,237 493,509 - - - Commodities: 62202 Sand and Gravel 1,422 1,334 1,377 - - - 62204 Construction, Maint. and Permanent Materials 5,988 4,731 4,738 - - - 62205 Plumbing and Electrical Supplies and Materials 20,103 15,608 13,702 - - - 62206 Landscaping and Plant Materials 12,157 10,676 12,124 - - - 62305 Chemicals 7,528 4,915 6,680 - - - 62401 Gasoline 6,815 8,447 9,158 - - - 62402 Diesel 5,867 7,390 7,794 - - - 62802 Food and Beverage 668 611 399 - - - 62803 Janitorial, Custodial and Cleaning Supplies 3,173 3,621 4,859 - - - 62804 Training Supplies 200 - 145 - - - 62805 Clothing and Uniforms 3,070 2,972 2,452 - - - 62806 Safety Materials and Supplies 4,305 5,611 4,446 - - - 62807 Consumable Tools/Small Equipment 6,117 6,130 3,701 - - - 62809 Medical Supplies and First Aid 614 469 75 - - - 62899 Other Miscellaneous Operating Supplies 15,970 17,508 17,692 - - - 62000 Total Commodities 93,997 90,023 89,342 - - - Contract Services: 63503 R&M - Parks and Athletic Facilities 5,138 18,070 - - - - 63608 Rentals - Machinery and Equipment - - 61 - - - 63999 Other Contract Services 34,767 30,026 55,480 - - - 63000 Total Contract Services 39,905 48,096 55,541 - - - Town of Avon Line Item Detail Section III, Page E-13 Function: Public Works #400 Department: Public Works Department #410 Program: Parks #415 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 4,427 3,290 4,001 - - - 64203 Electric 12,858 14,527 12,688 - - - 64204 Water and Sewer 11,795 3,998 3,349 - - - 64401 Fleet Maintenance Charges 81,308 112,978 47,208 - - - 64402 Equipment Replacement Charges 45,491 55,634 61,056 - - - 64403 Washbay Charges 5,442 5,052 5,052 - - - 64906 Insurance Deductibles - - - - - - 64000 Total Other Operating Costs 161,321 195,479 133,354 - - - Debt Service: 65201 Capital Lease Payments 4,657 2,648 - - - - 65000 Total Debt Service 4,657 2,648 - - - - Capital Outlay: 66402 Computers and Peripherals - - 788 - - - 66404 Furniture and Fixtures - - - - - - 66499 Other Machinery and Equipment - - 15,239 - - - 66804 Bike Paths - 7,000 - - - - 66000 Total Capital Outlay - 7,000 16,027 - - - 60000 Total Expenditures 723,316$ 799,483$ 787,773$ -$ -$ -$ Section III, Page E-14 THIS PAGE INTENTIONALLY LEFT BLANK Section III, Page F-1 Fund: General Dept: Engineering Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 202,007$ 239,740$ 200,511$ 246,241$ Commodities 3,227 4,640 4,640 3,690 Contract Services 8,486 7,650 7,650 8,200 Other Operating Costs 7,379 7,829 7,829 9,147 Capital Outlay - - - 2,200 Total 221,099$ 259,859$ 220,630$ 269,478$ Department Expenditures by Program Engineering 221,099$ 259,859$ 220,630$ 269,478$ Total 221,099$ 259,859$ 220,630$ 269,478$ Authorized Positions Town Engineer 1 1 1 1 Project Engineer 1 1 0 0 Engineer II 0 0 1 1 Total 3 3 3 4 1. Successful completion of the Avon Regional Transportation Facility, on time and on budget. 2. Restructure and implementation of the Street Improvement Program to include slurry seals. 3. Completed other capital projects, including Beaver Creek Point parking lot and Stone bridge deck repair. Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW En g i n e e r i n g D e p a r t m e n t ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS The Engineering Department provides and maintains public infrastructure, such as roads, drainage ways, and town facilities in a safe and well-designed manner. Department work includes the planning and managing construction of Town capital improvement projects, review of proposed construction documents, and assists in the planning for infrastructure needed to meet growth and development. The Engineering Department also supports other Town departments by providing technical review, project management and other support, as requested. The Engineering Department is administered by the Town Engineer who spends approximately 15% on general department administration, 25% managing the Water Fund, 15% on development review and subdivision and the remaining 45% on the Capital Improvement Program. The Engineer II spends the majority of the time on managing capital projects and assists with development review. Section III, Page F-2 Fund: General Dept: Engineering Budget Summary Estimated Personnel Time:85% Estimated Nonpersonnel Costs:19,751$ Total Activity Cost:229,056$ Performance Metric(s):Construction on time and on budget Estimated Personnel Time:15% Estimated Nonpersonnel Costs:3,486$ Total Activity Cost:40,422$ Performance Metric(s):Community Survey Proposed Budget 2014 PROGRAM ACTIVITIES AND OPERATIONS En g i n e e r i n g D e p a r t m e n t Capital Improvement Program: The Engineering Department implements the Capital Improvement Program by procuring engineering and architecture firms to design identified projects, preparing the contract documents, advertising and bidding out the projects, selecting the contractor and managing the projects through construction and warranty. Subdivision and Development Review: Assisting the Community Development Department with the review of all development applications, the Engineering Department ensures conformance with the Town’s adopted design guidelines, codes and standards. Town of Avon Line Item Detail Section III, Page F-3 Function: Public Works #400 Department: Public Works Department #410 Program: Engineering #412 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 243,612$ 188,711$ 132,198$ 146,827$ 147,762$ 150,783$ 61106 Paid Out Leave - - - 1,401 1,401 1,450 61111 FT Bonuses - - 3,750 - - - 61121 PTS Wages 3,713 - 29,428 37,097 - 37,097 61122 PTS Bonus 328 - - - - - 61201 Automobile Allowance 3,348 3,348 2,970 3,348 2,700 2,700 61301 FT Pension 16,163 15,921 15,052 16,183 16,183 16,746 61302 PTS Pension 236 - 1,104 1,391 - 1,391 61304 Employee Assistance Program 70 57 39 42 42 42 61401 FICA/Medicare 3,648 2,772 2,514 2,740 2,172 2,805 61501 Group Health and Life Insurance 20,494 23,806 10,224 24,736 24,736 27,171 61505 Long-term Disability Insurance 1,630 1,255 799 915 915 915 61506 Short-term Disability Insurance 1,045 832 564 - - - 61507 Dental Insurance 1,845 1,826 887 2,205 2,205 2,205 61509 Worker's Compensation 1,739 2,100 1,968 2,292 1,946 2,360 61510 Unemployment Insurance 528 570 510 563 449 576 61000 Total Personnel 298,399 241,198 202,007 239,740 200,511 246,241 Commodities: 62401 Gasoline 339 525 525 790 790 600 62801 Employee Recognition - - - - - 40 62802 Food and Beverages 451 809 704 500 500 250 62807 Consumable Tools/Small Equipment - - 219 250 250 250 62899 Other Miscellaneous Operating Supplies 87 459 68 750 750 750 62901 Duplicating Supplies 50 - 383 300 300 300 62904 Software 528 1,679 178 800 800 500 62905 Books and Periodicals - 81 430 250 250 250 62999 Office Supplies and Materials 721 154 720 1,000 1,000 750 62000 Total Commodities 2,176 3,707 3,227 4,640 4,640 3,690 Contract Services: 63199 Other Professional Services 6,600 - 6,000 6,000 6,000 6,000 63203 Printing and Reproduction Services 66 1,162 - 750 750 1,200 63504 R&M - Office Equipment 968 156 931 900 900 1,000 63603 Rentals - Office Equipment 5,047 5,026 1,555 - - - 63000 Total Contract Services 12,681 6,344 8,486 7,650 7,650 8,200 Town of Avon Line Item Detail Section III, Page F-4 Function: Public Works #400 Department: Public Works Department #410 Program: Engineering #412 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 100 76 896 1,000 1,000 3,500 64102 Dues, Licenses and Memberships 235 100 235 900 900 500 64201 Telephone 24 - - - - - 64206 Cellular and Pagers 2,711 1,925 1,624 2,250 2,250 1,260 64301 Postage and Delivery Costs 61 17 51 100 100 100 64401 Fleet Maintenance 1,549 2,570 1,208 - - - 64402 Equipment Replacement Charges 3,848 2,741 2,741 2,539 2,539 2,539 64403 Washbay Charges 936 936 624 1,040 1,040 1,248 64000 Total Other Operating Costs 9,464 8,365 7,379 7,829 7,829 9,147 Capital Outlay: 66402 Computers and Peripherals 3,409 - - - - 2,200 66000 Total Capital Outlay 3,409 - - - - 2,200 60000 Total Expenditures 326,129$ 259,614$ 221,099$ 259,859$ 220,630$ 269,478$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page F-5 Department:Public Works Program:Engineering Account 2014 Number Account Name Justification Budget 61121 PTS Wages Part-Time Summer Engineer 37,097 37,097$ 62401 Gasoline Gasoline Charges for Motor Pool Vehicles 600$ 600 62801 Employee Recognition $20 x 2 40 40 62802 Food and Beverages Coffee Supplies 250 250 62807 Consumable Tools/Small Equipment PDA, Field Measuring & Drafting Equipment 250 250 62899 Other Miscellaneous Operating Supplies Storage Supplies, Plotter Supplies 750 750 62901 Duplicating Supplies Paper & Toner (Large Format Copier/Plotter)300 300 AutoCAD, Adobe Upgrades 62904 Software Software & Upgrades 500 500 62905 Books and Periodicals Updated Reference Manuals 250 250 62999 Office Supplies and Materials Office, Graphic & Drafting Materials 750 750 62000 Total Commodities 3,690$ SIA Inspections, Surveying, Traffic Counts 63199 Other Professional Services Whitewater Park Monitoring 6,000$ 6,000 63203 Printing and Reproduction Services Map and Document Printing 1,200 1,200 63504 R&M - Office Equipment and Computers Printers, Plotter, Fax, etc.1,000 1,000 63000 Total Contract Services 8,200$ 64101 Travel, Training and Conference Professional Training Seminars 3,500$ 3,500 64102 Dues, Licenses and Memberships ASCE, PE 500 500 64206 Cellular and pager Cellular Service 1,260 1,260 64301 Postage and Delivery Federal Express/UPS Charges 100 100 64402 Equipment Replacement Charges Annual Equipment Rental Charges 2,539 2,539 64403 Washbay Charges Annual Washbay Charges 1,248 1,248 64000 Total Other Operating Costs 9,147$ 66402 Computers & Peripherals 2 Desktop Replacements (Justin & Jim)2,200$ 2,200 66000 Total Capital Outlay 2,200$ Section III, Page F-6 THIS PAGE INTENTIONALLY LEFT BLANK Section III, Page G-1 Fund: Transit Dept: Transportation Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 441,503$ 410,092$ 413,152$ 492,103$ Commodities 97,458 104,675 104,675 111,582 Contract Services 24,602 18,767 18,767 74,517 Other Operating Costs 324,876 376,524 379,980 544,539 Debt Service 60,220 60,220 60,220 60,220 Capital Outlay 378,044 112,023 114,517 411,100 Total 1,326,703$ 1,082,301$ 1,091,311$ 1,694,061$ Department Expenditures by Program Administration 88,601$ 48,222$ 51,678$ 205,485$ Operations 1,238,102 1,034,079 1,039,633 1,286,737 Wash Bay - - - 201,839 Total 1,326,703$ 1,082,301$ 1,091,311$ 1,694,061$ Authorized Positions Transit Director 0.35 --- Transit Superintendent 1 1 1 1 Bus Driver 3 3 3 3 Total 4.35 4 4 4 1. Participated in key decisions in finalizing finishes and improvements in the new Avon Regional Transportation Facility. 2. Initiated service to Buffalo Ridge apartments. 3. Negotiated lease agreement with ECO for bus storage. Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS Proposed Budget 2014 Tr a n p o r t a t i o n D e p a r t m e n t The Transportation Department is the singular department of the Transit Fund and is responsible for all transportation related activities for the Town of Avon. The Department's core responsibilities consist of developing and sustaining effective, safe, and consistent community transportation programs for the residents and guests of the Town of Avon. The Transit Fund operates as an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Transit Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Transportation Department is administered by the Transit Superintendent who coordinates both the operational and administrative areas; with operational oversight greater is the winter and general non- operational duties heavier in the summer. Section III, Page G-2 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:89,968$ Total Activity Cost:205,485$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:67% Estimated Nonpersonnel Costs:669,040$ Total Activity Cost:862,114$ Performance Metric(s):Winter cost per rider per route Winter on time performance Community Survey Estimated Personnel Time:33% Estimated Nonpersonnel Costs:329,527$ Total Activity Cost:424,623$ Performance Metric(s):Summer cost per rider per route Summer on time performance Community Survey Proposed Budget 2014 Tr a n s p o r t a t i o n D e p a r t m e n t PROGRAM ACTIVITIES AND OPERATIONS Administration: The Transit Superintendent oversees the day-to-day bus service routes, transit program development, strategic planning, funding allocations, establishes performance goals, pursues coordination strategies, develops a passenger feedback systems, designs and implements advertising and promotion, completes annual reports, budgets, ADA certification and compliance, drug/alcohol program, vehicle procurement, Federal Transit Administration, Region VIII/Colorado Department of Transportation grant solicitation/management, and Intergovernmental Agreement/Third Party contract execution. The Transit Superintendent occasionally fills in for drivers on sick leave or during hiring transitions. Route Operations: Includes service design/service implementation schedule and policy, system safety and security, fleet management, customer (guest) service protocols, employee standards, seasonal employee recruitment, training, and certification, performance metric(s), and day to day field operational supervision. Winter Service: Three (3) route operations occur during the winter months: The Black Line serving the Avon Core and residential areas other than Wildridge, a Skier Shuttle, supported with funding from Beaver Creek, and evening Restaurant Shuttle. Hours and route frequency are summarized in the table below. The Town provides in-kind bus service for The Birds of Prey World Cup, running additional buses. Summer Service: The seven-day per week Black Line Route operates occur during the summer months: The Black Line serves the Avon Core and residential areas other than Wildridge. In 2014, a smaller 25- seat shuttle van will operate the route to meet the lower demand. Hours and route frequency are summarized in the table below. Winter Winter Winter Loop Winter Summer Summer Summer Loop Summer Annual Route Op Hrs Frequence # Buses Time Serv. Hr.Op Hrs Frequence # Buses Time Serv. Hr.Cost Black Line 6:30-6:30 30 Min 1 30 Min 2,279 7:00-6:30 30 1 30 3,161 $442,979 Skier Shuttle 8:00-6:00 15 -30 Min 2 30 Min 2,913 $237,206 Restaurant Shuttle 6:00-10:00 30 Min 1 30 Min 625 $50,894 $0 Total Service Hrs 5,817 Total Service Hrs 3,161 $731,079 Grand Total Service Hours 8,978 Section III, Page G-3 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:113,423$ Total Activity Cost:201,839$ Performance Metric(s):Internal Survey Cost Recovery Proposed Budget 2014 Tr a n s p o r t a t i o n D e p a r t m e n t Wash Bay: Located in the Bus Storage Facility, a wash bay is sized for large buses and smaller vehicles and equipment. The bay also includes a service station for checking fluids and daily checklists. Charges are estimated each year based upon the operational and maintenance costs of operating the wash bay, including staff time for servicing vehicles. Section III, Page G-4 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Taxes 40,032$ 40,317$ 40,317$ 39,999$ Intergovernmental 305,351 88,498 90,494 328,000 Charges for Services 87,969 90,000 90,594 312,252 Other Revenues 3,172 26,500 7,636 47,632 Total Operating Revenues 436,524 245,315 229,041 727,883 Other Sources Transfers In from General Fund - Operating 810,000 755,000 776,000 825,000 Transfers In from General Fund - Capital - - - 82,000 Total Other Sources 810,000 755,000 776,000 907,000 TOTAL REVENUES 1,246,524 1,000,315 1,005,041 1,634,883 EXPENDITURES Transportation 1,326,703 1,082,301 1,091,311 1,694,061 TOTAL EXPENDITURES 1,326,703 1,082,301 1,091,311 1,694,061 NET SOURCE (USE) OF FUNDS (80,179) (81,986) (86,270) (59,178) FUND BALANCES, Beginning of Year 702,512 622,333 622,333 536,063 FUND BALANCES, End of Year 622,333$ 540,347$ 536,063$ 476,885$ MUNICIPAL SERVICES Transit Enterprise Fund #52 Town of Avon Line Item Detail Section III, Page G-5 Function: Transportation #430 Department/Division: Transportation #430 Program: Administration #431 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 53,933$ 36,991$ 26,934$ - - 82,380 61106 Paid-out Leave - - - - - 792 61151 Overtime Wages - - 5,895 - - - 61201 Automobile Allowance 1,800 1,260 1,050 - - - 61301 FT Pension 3,643 3,304 4,330 - - 9,149 61304 Employee Assistance Program 12 8 7 - - 24 61401 FICA/Medicare 820 549 563 - - 1,206 61501 Group Health and Life Insurance 5,568 5,291 5,515 - - 15,511 61505 Long-term Disability Insurance 278 184 145 - - 497 61506 Short-term Disability Insurance 240 167 140 - - - 61507 Dental Insurance 552 634 545 - - 1,260 61509 Worker's Compensation 401 419 455 - - 4,448 61510 Unemployment Insurance 117 112 118 - - 250 61000 Total Personnel 67,364 48,919 45,697 - - 115,517 Commodities: 62801 Employee Recognition - - - - - 100 62899 Other Miscellaneous Operating Supplies 915 - 418 500 500 500 62901 Duplicating Supplies 226 311 214 600 600 600 62904 Software - - - 500 500 - 62905 Books and Periodicals 172 - 349 500 500 - 62999 Office Supplies and Materials 5 40 131 500 500 500 62000 Total Commodities 1,318 351 1,112 2,600 2,600 1,700 Contract Services: 63203 Printing and Reproduction 3,737 3,758 5,726 4,500 4,500 5,000 63304 Computer Services and Support 429 165 - 500 500 - 63504 R&M - Office Equipment and Computers 1,438 1,223 1,254 1,000 1,000 1,200 63603 Rentals - Office Equipment 3,944 2,798 3,286 1,917 1,917 1,917 63999 Other Contract Services 11,385 27,683 4,575 4,600 4,600 4,600 63000 Total Contract Services 20,933 35,627 14,841 12,517 12,517 12,717 Other Operating Costs: 64101 Travel, Training and Conference 813 1,167 2,024 1,550 1,550 1,200 64103 Mileage Reimbursement - - - 300 300 - 64201 Telephone 1,512 1,721 1,731 1,925 1,925 4,220 64202 Gas 4,136 2,155 1,239 3,500 3,500 17,832 64203 Electric 12,033 10,731 9,126 11,000 11,000 36,764 64204 Water and Sanitation 788 822 788 1,000 1,000 1,500 64301 Postage and Delivery Costs 19 70 6 90 90 50 64303 Treasurer Fees 1,247 1,211 1,201 1,290 1,290 1,290 64306 Permit and Licensing Fees - - - 275 275 - 64901 Advertising and Legal Notices 1,372 530 - 950 950 500 64905 Insurance Premiums 14,055 8,663 10,836 11,225 11,225 12,195 64906 Insurance Deductibles - - - - 3,456 - 64000 Total Other Operating Costs 35,975 27,070 26,951 33,105 36,561 75,551 60000 Total Expenditures 125,590$ 111,967$ 88,601$ 48,222$ 51,678$ 205,485$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page G-6 Department:Transportation Program:Administration Account 2014 Number Account Name Justification Budget 62801 Employee Recognition $20 x 5 100$ 100 62899 Other Misc Operating Supplies Photo & Video Supplies 500 500 62901 Duplicating Supplies Copy Paper & Toner 600 600 62999 Office Supplies & Materials General Office Supplies 500 500 62000 Total Commodities 1,700$ Bus Stop Displays Winter & Summer 63203 Printing and Reproduction Services Bus Schedules 5,000$ 5,000 63504 R&M - Office Equip and Computers Copier & Fax Maintenance 1,200 1,200 63603 Rentals - Office Equipment 50% of Copier lease $319.57 x 12 months 1,917 1,917 63999 Other Contract Services CASTA Lobbyist - CTC Dues 4,600 4,600 63000 Total Contract Services 12,717$ Supervisory Training Drug/Alcohol Training CASTA Spring/Fall Conference Transit Planning CREST Meetings 64101 Travel, Training and Conference FTA Training 1,200$ 1,200 Fire Alarm/Elevator - $191.24/month 2,295 64201 Telephone and Long Distance Transit Office, FAX, TTY Phones 1,925 4,220 64202 Gas Annual Utility Cost 17,832 17,832 64203 Electric Annual Utility Cost 36,764 36,764 64204 Water and Sanitation Annual Utility Cost 1,500 1,500 64301 Postage & Delivery Costs Direct Mailing, FedEx Shipping 50 50 64303 Treasurer's Fees Treasurer's Collection Fee 1,290 1,290 ADA Public Hearings, Employment Ads 64901 Advertising and Legal Notices Radio Promotions Tipsy Taxi,Public Hearings 500 500 64905 Insurance Premiums CIRSA Insurance Allocation (7.5% of Total)12,195 12,195 64000 Total Other Operating Costs 75,551$ Town of Avon Line Item Detail Section III, Page G-7 Function: Transportation #430 Department/Division: Transportation #430 Program: Operations #432 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 241,127$ 191,040$ 180,544$ 200,756$ 203,816$ 130,183$ 61106 Paid-out Leave - - 2,167 1,921 1,921 1,252 61121 PTS Wages 67,235 42,715 82,202 83,656 83,656 62,586 61122 PTS Bonuses 965 1,198 2,516 4,613 4,613 3,545 61151 Overtime Wages 1,352 4,340 3,815 9,868 9,868 8,203 61202 Ski Pass 1,737 - 629 - - - 61301 FT Pension 16,947 15,763 21,415 22,188 22,188 14,458 61302 PTS Pension 2,581 1,455 3,460 3,680 3,680 2,788 61304 Employee Assistance Program 120 96 96 96 96 72 61401 FICA/Medicare 4,686 3,236 4,182 4,401 4,401 3,024 61501 Group Health and Life Insurance 47,452 59,360 69,863 55,995 55,995 46,056 61505 Long-term Disability Insurance 2,368 1,757 1,666 1,674 1,674 1,198 61506 Short-term Disability Insurance 1,044 827 833 - - - 61507 Dental Insurance 4,734 7,248 7,022 5,040 5,040 3,780 61509 Worker's Compensation 9,132 9,979 14,523 15,304 15,304 10,408 61510 Unemployment Insurance 668 664 873 900 900 617 61000 Total Personnel 402,148 339,678 395,806 410,092 413,152 288,170 Commodities: 62401 Gasoline 7,189 1,989 2,963 3,000 3,000 3,000 62402 Diesel 94,686 79,081 91,577 92,083 92,083 95,885 62801 Employee Recognition 250 - - 600 600 600 62802 Food and Beverages 1,057 1,203 1,025 1,250 1,250 1,000 62805 Clothing and Uniforms 2,934 1,224 377 3,892 3,892 3,147 62809 Medical Supplies and 1st Aid 924 713 266 1,000 1,000 1,000 62899 Other Miscellaneous Operating Supplies 3,646 - 85 - - - 62999 Office Supplies and Materials 42 207 53 250 250 250 62000 Total Commodities 110,728 84,417 96,346 102,075 102,075 104,882 Contract Services: 63301 Medical Services and Examinations 2,215 2,546 2,005 2,750 2,750 2,750 63506 R&M - Radios and Communications Equip 7,160 9,096 7,756 3,500 3,500 7,483 63000 Total Contract Services 9,375 11,642 9,761 6,250 6,250 10,233 Other Operating Costs: 64102 Dues, Licenses and Memberships 1,715 1,826 1,793 2,145 2,145 2,700 64206 Cellular & Paging 420 1,189 1,862 950 950 1,020 64401 Fleet Maintenance Charges 111,314 123,581 73,872 115,000 115,000 115,000 64402 Equipment Replacement Charges 3,343 5,476 2,476 2,476 2,476 39,838 64403 Washbay Charges 14,883 14,883 14,883 14,883 14,883 40,118 64902 Financial Support, Donations, & Contribut 220,611 251,015 203,039 207,965 207,965 213,456 64906 Insurance Deductibles 3,796 7,066 - - - - 64000 Total Other Operating Costs 356,082 405,036 297,925 343,419 343,419 412,132 Debt Service: 65201 Capital Lease Payments - - 60,220 60,220 60,220 60,220 65000 Total Debt Service - - 60,220 60,220 60,220 60,220 Town of Avon Line Item Detail Section III, Page G-8 Function: Transportation #430 Department/Division: Transportation #430 Program: Operations #432 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Capital Outlay: 66402 Computers and Peripherals 949 - 2,574 - - 1,100 66499 Other Machinery and Equipment - - - 1,400 1,400 - 66503 Buses and Transportation Related Vehicl - 375,284 375,470 110,623 113,117 410,000 66000 Total Capital Outlay 949 375,284 378,044 112,023 114,517 411,100 60000 Total Expenditures 879,282 1,216,057 1,238,102 1,034,079 1,039,633 1,286,737 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page G-9 Department:Transportation Program:Operations Account 2014 Number Account Name Justification Budget Winter Hours: PTS Drivers 3,297 hours x $18.00/hr 59,346$ Driver Training: - New Drivers 2 @ 80 hrs. x $18.00 2,880 61121 PTS Wages - Returning Drivers 5 @ 4 hrs. x $18.00 360 62,586 61122 PTS Bonuses 7 End-of-Season Bonuses 5 X $709 3,545 3,545 Safety Meetings 72 hours X $27.00/hr 1,944 61151 Overtime Wages 10% of PTS Wages ($62,586 x 10%)6,259 8,203$ 62401 Gasoline Fuel 3,000$ 3,000 Fuel for Avon Buses: 8,978 Service Hours 62402 Diesel @ 3 gal. / hr. x $.3.56 per gal.95,885 95,885 62801 Employee Recognition Employee recognition 600 600 Coffee Service 400 Assorted Meetings and Functions 200 62802 Food and Beverage Holiday Meals 2 X $200 400 1,000 Winter Shirts 10 X $40 400 Hats 10 X $12 120 Uniform Jackets 10 X $130 1,300 Vests 10 X $40 400 Summer Shirts 6 X $22 132 Name Tags 10 X $12 120 62805 Clothing and Uniforms Embroidery 45 X $15 675 3,147 62809 Medical & First Aid Supplies First Aid Supplies 1,000 1,000 62999 Office Supplies Office Supplies 250 250 62000 Total Commodities 104,882$ Drug & Alcohol Program: Random Drug 1,000$ Random Alcohol 1,000 Pre-employment 500 63301 Medical Services & Exams DOT Physicals- Doctors on Call 250 2,750 800 MHz Radio Service 3,983 63506 R&M Radio & Communication Equipment 800 MHz Base Station Upgrade 3,500 7,483 63000 Total Contract Services 10,233$ CASTA Coalition National Safety Council DOT CDL Certification 64102 Dues, Licenses & Memberships Colorado Safety Association 2,700$ 2,700 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page G-10 Department:Transportation Program:Operations Account 2014 Number Account Name Justification Budget 64206 Cellular & Paging Cellular Phone Service 1,020 1,020 64401 Fleet Maintenance Charges Fleet Maintenance Charges 115,000 115,000 64402 Equipment Replacement Equipment Replacement Charges 39,838 39,838 64403 Wash Bay Charges Wash Bay Charges 40,118 40,118 64902 Financial Support, Donations and Gondola Operations - 2013/14 (80.92%)172,729 Contributions Gondola Operations - 2014/15 (19.08%)40,727 213,456 64000 Total Other Operating Costs 412,132$ 65201 Capital Lease Payments 2011 Gillig Bus Lease Payment 60,220$ 60,220 65000 Total Debt Service 60,220$ 66402 Computers and Peripherals Desktop Replacement (Transit Super)1,100$ 1,100 80/20 FTA Grant 66503 Buses and Transportation Related Vehicles (Avon-$82,000/FTA-$328,000)410,000 410,000 66000 Total Capital Outlay 411,100$ Town of Avon Line Item Detail Section III, Page G-11 Function: Transportation #430 Department/Division: Transportation #430 Program: Wash Bay #433 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries -$ -$ -$ -$ -$ 40,256$ 61106 Paid-out Leave - - - - - 387 61121 PTS Wages - - - - - 19,992 61151 Overtime Wages - - - - - 2,199 61301 FT Pension - - - - - 4,471 61302 PTS Pension - - - - - 832 61304 Employee Assistance Program - - - - - 24 61401 FICA/Medicare - - - - - 923 61501 Group Health and Life Insurance - - - - - 15,339 61505 Long-term Disability Insurance - - - - - 370 61507 Dental Insurance - - - - - 1,260 61509 Worker's Compensation - - - - - 2,174 61510 Unemployment Insurance - - - - - 189 61000 Total Personnel - - - - - 88,416 Commodities: 62899 Other Miscellaneous Operating Supplies - - - - - 5,000 62000 Total Commodities - - - - - 5,000 Contract Services: 63501 R&M - Buildings & Facilities - - - - - 12,764 63549 R&M - Other Specialized Equipment - - - - - 19,690 63999 Other Contract Services - - - - - 19,113 63000 Total Contract Services - - - - - 51,567 Other Operating Costs: 64201 Telephone - - - - - 660 64202 Gas - - - - - 15,043 64203 Electric - - - - - 6,150 64204 Water and Sanitation - - - - - 13,000 64402 Equipment Replacement Charges - - - - - 22,003 64000 Total Other Operating Costs - - - - - 56,856 60000 Total Expenditures - - - - - 201,839 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page G-12 Department:Transportation Program:Wash Bay Account 2014 Number Account Name Justification Budget 61121 PTS Wages Bus Washer/Fueler 1,1766 hrs x $17 19,992 19,992 62899 Other Misc Operating Supplies Soap and Other Miscellaneous Chemicals 5,000 5,000 62000 Total Commodities 5,000 Misc. Door/Bldg Repair 3,000 63501 R&M - Buildings and Facilities Misc. Repair Time 9,764 12,764 63549 R&M - Other Specialized Equipment Wash Equipment, Traps, Pumps 19,690 19,690 63999 Other Contract Services Building Cleaning 19,113 19,113 63000 Total Contract Services 51,567 64201 Telephone and Long Distance Modem 660 660 64202 Gas Annual Utility Cost 15,043 15,043 64203 Electric Annual Utility Cost 6,150 6,150 64204 Water and Sanitation Annual Utility Cost 13,000 13,000 66402 Equipment Replacement Charges Equipment Replacement Charges 22,003 22,003 64000 Total Other Operating Costs 56,856 Section III, Page H-1 Fund: Fleet Dept: Fleet Maintenance Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 537,932$ 640,077$ 634,799$ 649,526$ Commodities 405,144 410,823 416,173 434,384 Contract Services 61,805 69,626 93,176 67,280 Other Operating Costs 93,670 121,938 113,338 113,110 Debt Service 255,150 253,406 253,406 261,522 Capital Outlay 22,951 30,000 24,351 19,120 Total 1,376,652$ 1,525,870$ 1,535,243$ 1,544,942$ Department Expenditures by Program Fleet Maintenance 1,366,968$ 1,512,870$ 1,523,693$ 1,544,942$ Wash Bay 9,684 13,000 11,550 - Total 1,376,652$ 1,525,870$ 1,535,243$ 1,544,942$ Authorized Positions Fleet Director 0.25 --- Fleet Manager 1 1 1 1 Accounting Assistant II 1 1 1 1 Mechanic I-II 5 5 5 5 Mechanics Helper -1 1 1 Total 7.25 8 8 8 1. Met Cost Recovery Ratio and increased revenues to third parties by 30% over 2012 revenues. 2. Reorganized facility space to accommodate the Buildings Division. 3. Critically reviewed motor pool and reduced underused stock by 6 cars. Proposed Budget 2014 Budget Summary DEPARTMENT OVERVIEW Fl e e t M a i n t e n a n c e D e p a r t m e n t ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2013 MAJOR ACCOMPLISHMENTS The Fleet Maintenance Fund is an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Fleet Maintenance Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Fleet Department is the only division in the Fund and provides vehicle and rolling stock service for Town of Avon as well as other third party governmental agencies. The Fleet Department is administered by the Fleet Manager who spends approximately 90% on general department administration, and the balance on mechanic training and hands-on support. Section III, Page H-2 Fund: Fleet Dept: Fleet Maintenance Budget Summary Estimated Personnel Time:35% Estimated Nonpersonnel Costs:313,396$ Total Activity Cost:540,730$ Performance Metric(s):70% Cost Recovery Internal Survey Estimated Personnel Time:65% Estimated Nonpersonnel Costs:582,020$ Total Activity Cost:1,004,212$ Performance Metric(s):70% Cost Recovery Internal Survey Fl e e t M a i n t e n a n c e D e p a r t m e n t Proposed Budget 2014 PROGRAM ACTIVITIES AND OPERATIONS Town of Avon Vehicles and Rolling Stock: Town departments are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a billable total cost recovery of 70% from work through the year. Third Party Vehicles and Rolling Stock: Third party governmental agencies are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a cost recovery of 70% from total work through the year. Section III, Page H-3 Fund Summary Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget 2012 2013 2013 2014 REVENUES Charges for Services 1,031,412$ 1,348,982$ 1,337,733$ 1,299,935$ Other Revenue 13,376 - 710 - Total Operating Revenues 1,044,788 1,348,982 1,338,443 1,299,935 Other Sources Transfers-In from General Fund 100,000 95,000 150,000 150,000 Capital Lease Proceeds - 30,000 30,000 - Total Other Sources 100,000 125,000 180,000 150,000 TOTAL REVENUES 1,144,788 1,473,982 1,518,443 1,449,935 EXPENDITURES Public Works: Fleet Maintenance 1,366,968 1,512,870 1,523,693 1,544,942 Washbay 9,684 13,000 11,550 - Total Operating Expenditures 1,376,652 1,525,870 1,535,243 1,544,942 TOTAL EXPENDITURES 1,376,652 1,525,870 1,535,243 1,544,942 NET SOURCE (USE) OF FUNDS (231,864) (51,888) (16,800) (95,007) FUND BALANCES, Beginning of Year 553,491 321,627 321,627 304,827 FUND BALANCES, End of Year 321,627$ 269,739$ 304,827$ 209,820$ MUNICIPAL SERVICES Fleet Maintenance Enterprise Fund #61 Town of Avon Line Item Detail Section III, Page H-4 Function: Public Works Department: Transportation Program: Fleet Maintenance #434 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 602,672$ 449,377$ 336,926$ 434,154$ 426,333$ 433,635$ 61105 STD Wages 667 789 - - - - 61106 Paid-out Leave - - 8,511 4,152 8,267 4,170 61151 Overtime Wages 217 859 7,939 6,000 6,000 6,000 61201 Automobile Allowance 360 900 750 - - - 61301 FT Pension 40,337 37,557 40,924 47,958 46,971 48,159 61304 Employee Assistance Program 288 221 157 192 192 192 61401 FICA/Medicare 8,903 6,303 5,259 6,409 6,279 6,435 61501 Group Health and Life Insurance 117,338 130,697 110,356 112,122 112,068 121,789 61505 Long-term Disability Insurance 5,713 4,199 2,879 3,487 3,449 3,554 61506 Short-term Disability Insurance 2,531 2,004 1,494 - - - 61507 Dental Insurance 11,706 14,754 11,099 10,080 10,080 10,080 61509 Worker's Compensation 8,869 12,207 9,825 14,197 13,861 14,181 61510 Unemployment Insurance 1,280 1,322 1,813 1,326 1,299 1,331 61000 Total Personnel 800,881 661,189 537,932 640,077 634,799 649,526 Commodities: 62205 Plumbing and Electric Mtls - - - 1,000 1,000 - 62401 Gasoline 2,357 2,683 3,574 2,844 2,844 2,844 62404 Stock Parts 619,898 434,613 353,861 362,199 362,199 382,000 62801 Employee Recognition - - - - - 160 62802 Food and Beverages 397 335 392 350 450 450 62805 Clothing and Uniforms 121 108 623 1,250 1,250 1,250 62807 Consumable Tools/Small Equipment 10,718 5,830 10,793 9,000 9,000 9,000 62809 Medical Supplies and 1st Aid 1,144 961 827 1,180 1,180 1,180 62899 Other Miscellaneous Operating Supplies 43,856 30,194 33,930 30,500 35,500 35,500 62999 Office Supplies and Materials 759 884 745 1,000 2,000 2,000 62000 Total Commodities 679,250 475,608 404,745 409,323 415,423 434,384 Contract Services: 63501 R&M - Building & Facility 1,928 - 10,740 7,500 7,500 6,500 63505 R&M - Vehicles 85,564 7,599 8,619 8,000 25,000 14,000 63506 R&M - Radios and Communications Equip 2,387 - - 3,500 2,000 500 63507 R&M - Machinery and Equipment 15,227 2,544 8,366 5,500 17,000 9,500 63549 R&M - Other Specialized Equipment 3,389 5,395 1,075 5,500 1,000 4,000 63551 Laundry and Cleaning Services 12,574 9,653 5,393 7,725 7,725 7,725 63599 Other Maintenance Services 12,827 8,069 8,828 10,646 12,646 11,500 63603 Rentals - Office Equipment - 1,369 1,955 1,555 1,555 1,555 63999 Other Contract Services 11,359 9,384 11,702 12,500 12,500 12,000 63000 Total Contract Services 145,255 44,013 56,678 62,426 86,926 67,280 Town of Avon Line Item Detail Section III, Page H-5 Function: Public Works Department: Transportation Program: Fleet Maintenance #434 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 707 274 3,107 5,990 990 4,000 64102 Dues, Licenses and Memberships 210 310 445 700 700 700 64201 Telephone 111 - - - - 64202 Gas 17,784 20,513 14,099 16,000 16,000 16,000 64203 Electric 15,854 13,805 12,343 16,000 12,900 13,500 64204 Water & Sanitation 3,570 3,644 3,760 3,800 3,800 3,800 64205 Trash Collection & Recycling 3,510 3,137 2,231 4,300 4,300 4,300 64206 Cellular & Paging 1,199 2,756 1,962 2,450 1,700 1,020 64301 Postage and Delivery 301 469 153 480 480 480 64401 Fleet Maintenance Charges 35,527 59,219 26,587 43,092 43,092 43,092 64402 Equipment Replacement Charges 5,276 4,575 4,575 4,559 4,559 4,021 64403 Washbay Charges 1,404 1,404 2,340 1,560 1,560 1,872 64904 Insurance Premiums 10,085 12,417 17,910 18,707 18,707 20,325 64905 Deductibles 3,680 - - - - - 64000 Total Other Operating Costs 99,218 122,523 89,512 117,638 108,788 113,110 Debt Service: 65101 Bond Principal - 115,000 125,000 125,000 125,000 130,000 65102 Bond Interest 141,658 136,945 130,150 128,406 128,406 125,906 65104 Bond Issuance Costs 76,379 - - - - - 65202 Capital Lease Payments 13,179 8,983 - - - 5,616 65000 Total Debt Service 231,216 260,928 255,150 253,406 253,406 261,522 Capital Outlay: 66402 Computers and Peripherals 1,886 - 3,294 - - 2,200 66499 Other Machinery and Equipment 37,868 - 19,657 30,000 24,351 16,920 66000 Total Capital Outlay 39,754 - 22,951 30,000 24,351 19,120 60000 Total Expenditures 1,995,574$ 1,564,261$ 1,366,968$ 1,512,870$ 1,523,693$ 1,544,942$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page H-6 Department:Transportation Program:Fleet Maintenance Account 2014 Number Account Name Justification Budget 61151 Overtime Overtime Requirements 6,000 6,000$ 62401 Gasoline Fleet Maintenance Vehicles 2,844$ 2,844 Replacement Parts: TOA Vehicles and 62404 Stock Parts Equipment and 11 Third Party Agencies 382,000 382,000 62801 Employee Recognition $20 x 8 160 160 62802 Food and Beverage Meetings, Coffee for Shop 450 450 Insulated Coveralls 62805 Clothing and Uniforms Gloves and Jackets 1,250 1,250 62807 Consumable Tools Hand and Miscellaneous Specialty Tools 9,000 9,000 62809 Medical and First Aid Supplies Shop First Aid Kit Supplies 1,180 1,180 62899 Other Miscellaneous Operating Supplies Shop Supplies, Repair Related Hardware 35,500 35,500 62999 Office Supplies and Materials Copier and Fax Paper, Misc Office Supplies 2,000 2,000 62000 Total Commodities 434,384$ 63501 R&M- Building and Facility Automatic door, exhaust reel repairs/repl 6,500$ 6,500 Body and Paint Glass Replacement Radiator Brakes 63505 R&M - Vehicles Towing 14,000 14,000 63506 R&M - Radios and Communications Equip Batteries and Repairs of UHF Radios 500 500 General Repair Towing Paint and Body Engine 63507 R&M - Machinery and Equipment Other 9,500 9,500 Pressure Washer Repair and Shop 63549 R&M - Other Specialized Equipment Equipment Repair 4,000 4,000 63551 Laundry and Cleaning Services Uniform and Shop Towel Service 7,725 7,725 Tire Disposal Safety Kleen Parts Washer Service Every 3 Mos. for 1 Machine x 6 machines Cabinet 63599 Other Maintenance Services Waste Oil Removal and Filter Removal 11,500 11,500 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page H-7 Department:Transportation Program:Fleet Maintenance Account 2014 Number Account Name Justification Budget 63603 Rentals - Office Equipment Copier $129.61 x 12 months 1,555 1,555 Airgas Tank Lease McCandless Diagnostics Snap on Modic Upgrades Allison Software Subscription State Hazard Waste Generator License GM Teck II Software Subscription Other Diagnostic Subscriptions CCG Software Support Welding Services Cummins Insight Updates All Data System 63999 Other Contract Services Drinking Water Service 12,000 12,000 63000 Total Contract Services 67,280$ EVT-1 Certification (5) ASE Certifications (16) AC Certification (3) 64101 Travel, Training and Conference Fire Mechanics Academy Training (2)4,000$ 4,000 64102 Dues, Licenses and Memberships RMFMA 700 700 64202 Gas Natural Gas Cost for Shop Bldg & Wash Bay 16,000 16,000 64203 Electric Operating Cost for Shop and Wash Bay 13,500 13,500 64204 Water & Sanitation Shop Building 3,800 3,800 64205 Trash Collection and Recycling 50% Fleet Maint Facility Dumpster & Fuel Island 4,300 4,300 64206 Cellular and Paging Cell Phone and Pager Charges 1,020 1,020 64301 Postage & Delivery Parts and Supplies 480 480 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 43,092 43,092 64402 Equipment Replacement Charges Annual Equipment Rental Charges 4,021 4,021 64403 Wash Bay Charges Annual Washbay Charges 1,872 1,872 64905 Insurance Premiums CIRSA Allocation- Shop Bldg (12.5%)20,325 20,325 64000 Total Other Operating Costs 113,110$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page H-8 Department:Transportation Program:Fleet Maintenance Account 2014 Number Account Name Justification Budget 65101 Bond Principal 2011 COP Payment 130,000$ 130,000 65102 Bond Interest 2011 COP Payment 125,906 125,906 65202 Capital Lease Payments Captial Lease Payments- Fork Lift 5,616 5,616 65000 Total Capital Leases 261,522$ 66402 Computers and Peripherals Desktop Repl (Fleet Mgr & Accounting Asst)2,200$ 2,200 66499 Other Machinery & Equipment Plastic Welder, Grinder, Drill/Mill, Lathe, Saw 16,920 16,920 66000 Total Capital Outlay 19,120$ Town of Avon Line Item Detail Section III, Page H-9 Function: Public Works Department: Transportation Program: Washbay #435 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Commodities: 62899 Other Miscellaneous Operating Supplies 7,925 1,843 399 1,500 750 - 62000 Total Commodities 7,925 1,843 399 1,500 750 - Contract Services: 63501 R&M - Buildings and Facilities 15,183 2,548 645 3,000 3,300 - 63549 R&M - Other Specialized Equipment - - - 2,000 750 - 63999 Other Contract Services 1,913 5,163 4,482 2,200 2,200 - 63000 Total Contract Services 17,096 7,711 5,127 7,200 6,250 - Other Operating Costs: 64201 Telephone 517 572 593 400 650 - 64204 Water & Sanitation 16,789 10,075 3,565 3,900 3,900 - 64000 Total Other Operating Costs 17,306 10,647 4,158 4,300 4,550 - 66499 Other Machinery and Equipment - 8,798 - - - - 66000 Total Capital Outlay - 8,798 - - - - 60000 Total Expenditures 42,327$ 28,999$ 9,684$ 13,000$ 11,550$ -$ Section III, Page H-10 THIS PAGE INTENTIONALLY LEFT BLANK Section III, Page I-1 Fund: General Dept: Parks and Recreation Original or Final Prev. Amend.Revised Proposed Actual Budget Budget Budget Department Expenditures by Category 2012 2013 2013 2014 Personnel Services 1,519,038$ 2,336,809$ 2,254,995$ 2,360,273$ Commodities 127,779 313,334 301,864 294,920 Contract Services 269,563 442,989 434,989 363,092 Other Operating Costs 512,635 810,437 845,932 827,006 Capital Outlay 15,210 48,100 48,100 92,800 Total 2,444,225$ 3,951,669$ 3,885,880$ 3,938,091$ Department Expenditures by Program Special Events 293,092$ 334,892$ 304,177$ 260,665$ Administration 381,620 263,219 254,007 319,848 Adult Programs 27,344 35,505 34,705 32,785 Aquatics 406,727 469,896 468,686 424,757 Childcare 35,990 40,761 40,889 38,685 Fitness 131,527 135,747 135,752 152,715 Guest Services 203,151 232,795 225,909 249,355 Maintenance 511,061 - - - Youth Programs 124,460 133,209 132,209 127,186 Cabin 33,438 52,033 10,534 43,647 Parks and Grounds - 912,009 951,833 1,041,229 Buildings and Facilities - 1,040,903 1,026,139 1,002,130 Town Center West 295,815 300,700 301,040 245,089 Total 2,444,225$ 3,951,669$ 3,885,880$ 3,938,091$ ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY Budget Summary DEPARTMENT OVERVIEW Proposed Budget 2014 Pa r k s & R e c r e a t i o n D e p a r t m e n t The Parks and Recreation Department oversees youth, adult and senior recreational programs which are provide at the Avon Recreation Center and Town Parks. The Department is responsible for operational oversight and management of Special Events, which includes a variety of cultural, athletic and community based events. In addition to maintaining all Town parks, public spaces and Nottingham Lake, the Department is responsible for all facility maintenance, including the Recreation Center, Town Hall and Swift Gulch buildings. The Parks and Recreation Department is administered by the Parks and Recreation Director, who dedicates up to 80% of the position’s time to strategic leadership, personnel management, financial reporting and controls, contract negotiations, and the development and implementation of operating guidelines. The Director also oversees all program development and implementation, online brochure production and distribution. Section III, Page I-2 Fund: General Dept: Parks and Recreation Budget Summary Authorized Positions Parks and Recreation Director 1 --1 Recreation Superintendent / Interrim Director 1 1 1 1 Guest Services Coordinator 1 1 1 1 Administrative Assistant 1 --- Recreation Programs Coordinator 1 1 1 1 Special Events Supervisor 1 1 1 1 Aquatics Coordinator 1 1 1 1 Senior Lifeguard 2 2 2 2 Guest Services Attendant III 1 --1 Buildings Superintendent 0.25 --- Master Electrician 1 1 1 1 Buildings Maintenance Supervisor 1 --- Building Technician I-II 1 2 2 2 Building Attendant 3 3 3 3 Parks and Grounds Superintendent 0.75 1 1 1 Parks and Grounds Maintenance Supervisor 2 2 2 2 Maintenance Worker II 5 6 6 6 Total 24 7 7 9 1. Reorganized structure with merger of Parks and Recreation Department. 2. As positions became open, reorganized and repurposed staffing; salary savings of $60,000 3. Developed plan for recreation improvements, including expansion of the Recreation Center, for November ballot. 4. Implemented all hands on deck July 3rd staffing plan. Estimated Personnel Time:100% Estimated Nonpersonnel Costs:87,689$ Total Activity Cost:319,848$ Performance Metric(s): Estimated Personnel Time:100% Estimated Nonpersonnel Costs:163,174$ Total Activity Cost:260,665$ Performance Metric(s):Community Survey Event Surveys Tourism Tracker data 2013 MAJOR ACCOMPLISHMENTS Internal Survey PROGRAM ACTIVITIES AND OPERATIONS Proposed Budget 2014 Pa r k s & R e c r e a t i o n D e p a r t m e n t Administration: The Parks and Recreation Department is administered by the Parks and Recreation Director, who dedicates up to 80% of the position’s time to strategic leadership, personnel management, financial reporting and controls, contract negotiations, and the development and implementation of operating guidelines. The Director also oversees all program development and implementation, online brochure production and distribution. Special Events: The Special Events Division oversees Special Events held in Town, including venue scheduling and event permitting. The Division has one full-time employee, the Special Events Supervisor. For Town produced events, such as Salute to the USA, the Division is in charge of marketing and advertising, media relations/collateral, sponsorship solicitation and fulfillment, contracting entertainment and event operations, including staffing and production logistics. Events which are produced by private and/or nonprofit entities on Town-owned venues, the Supervisor is the key contact between the Town and the producer for agreement negotiations and event production. This Division is the Town representative on internal and external Special Events. A volunteer program, consisting of approximately 45 volunteers assists with a variety of assignments. The Special Events Supervisor position allocates 92% to administration, with the balance devoted to operations and event programming. Section III, Page I-3 Fund: General Dept: Parks and Recreation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:3,455$ Total Activity Cost:32,785$ Performance Metric(s):Revenue trends and positive recovery ratio Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:78,033$ Total Activity Cost:424,757 Performance Metric(s):Revenue trends and positive recovery ratio Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:1,750$ Total Activity Cost:38,685$ Performance Metric(s): # of children trend Estimated Personnel Time:100% Estimated Nonpersonnel Costs:73,320$ Total Activity Cost:152,715$ Performance Metric(s): Participation Community Survey Pa r k s & R e c r e a t i o n D e p a r t m e n t Positive recovery ratio Positive recovery ratio Proposed Budget 2014 Adult Programs: The Adult Program Division provides a wide variety of leagues and recreational activities, including, but not limited to, exercise classes, sports leagues, and drop in sports. The Program Coordinator spends 85% of the position’s time developing and overseeing programs, and 15% on scheduling, marketing and researching new program ideas. The recovery ratio for 2013 is expected to be 104%. Aquatics: This Division offers aquatic programming for people of all ages and abilities including swim lessons, lifeguard training classes, water safety instructor courses, swim team, kayak and scuba offerings, water aerobics classes, beginning diving classes and public safety classes. The Aquatics Division is devotes 60% of personnel time to those pool safeguarding activities, with 20% of time with swim lessons and other programs, 9% spent on administration, 7% on maintenance of the pools and 4% on training and hiring. Childcare: Providing the opportunity for parent's to drop off their children while utilizing the Recreation Center, the Childcare Division offers babysitting services in a small, child friendly area. Small fees offsets salary and operational budget expenses, with a cost recovery ratio of 32%. The child care room is utilized for birthday parties, which generates approximately $2,000 annually. 95% of staff time is spent caring for young people in the childcare area; with 5% of time spent on training and scheduling. Fitness: The Fitness Division provides the community with over 30-hours of weekly "Group X" classes to include a balanced offering of yoga/Pilates based classes, spin, aerobics based and strength/conditioning based classes, as well as personal training services, fitness assessments and orientation and body composition testing. The Division offers seasonal programming and classes such as Outdoor Boot Camp and Winter Sports Conditioning. The Fitness Division oversees the management of the fitness floor. 91% of staffing is applied to fitness classes and programs, with the balance 9% on the administrative responsibilities for hiring, training, scheduling and marketing. Section III, Page I-4 Fund: General Dept: Parks and Recreation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:41,066$ Total Activity Cost:249,355$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:18,033$ Total Activity Cost: $ 127,186 Performance Metric(s):Positive recovery ratio Community Survey Participation Estimated Personnel Time:100% Estimated Nonpersonnel Costs:6,396$ Total Activity Cost: $ 43,647 Performance Metric(s):Positive recovery ratio Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:445,139$ Total Activity Cost:1,041,229$ Performance Metric(s):Community Survey Proposed Budget 2014 Pa r k s & R e c r e a t i o n D e p a r t m e n t Guest Services: This Division primarily provides admission to the recreation center, pass/punch card sales, and program registration. The front desk serves as the focal point for information dissemination to customers as well as personnel. The Guest Service division also oversees childcare at the Recreation Center and Cabin operations. The salary to operational budget expenses ratio is 64%. Guest Services Division spends 69% of time with front desk operations, 12% with facility supervision of childcare and cabin, 13% on administrative duties and 6% on hiring and training. Youth Programs: This Division provides a large variety of sports, educational and recreational activities, and camps for infants through teenagers. The estimated recovery ratio for 2013 is 92%. The Youth Programs Division spends 40% of time on summer camp operations, 30% on “Before-and-After School Programs, 15% on “Schools Out Camps and Days”, 5% for youth sport programs and 10% on the administration of the Division. Cabin: Avon’s “Cabin” is a seasonal recreation amenity. Summer season provides the rental of paddle boats, stand up paddle boards, fishing rods and concessions. The winter season provides skate rentals and concessions. Parks and Grounds: This division provides maintenance of parks, streetscapes, and open spaces and trails throughout Avon, the division maintains four parks, including over sixty-five acres of irrigated open space and multi-use athletic fields. The group is also responsible for the maintenance and care of three tennis courts, two new in 2013 Pickle Ball courts, three basketball courts, two picnic shelters, the over eight hundred trees, and more than twenty thousand square feet of planting beds. Avon Station and nine bus-stops, plus eighty three total trash receptacles and twenty-four pet stations complete the facility responsibilities The Parks Division spends 42% of time on the maintenance of Town parks, 4% of time on administrative duties, 15% with irrigation operations, 4% supporting recreation, 7% supporting special events, 7 % on plantings and landscaping, 7% on snow removal, 2% snow plowing operations and 2% spent on training of personnel. Section III, Page I-5 Fund: General Dept: Parks and Recreation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:566,404$ Total Activity Cost:1,002,130$ Performance Metric(s):Internal Survey Response Time Complaints Estimated Personnel Time:47% Estimated Nonpersonnel Costs:93,359$ Total Activity Cost:245,089$ Performance Metric(s):Community Survey Pa r k s & R e c r e a t i o n D e p a r t m e n t Proposed Budget 2014 Buildings: The Buildings Division is responsible for the maintenance, repair, electrical and custodial needs of town buildings and assets. The Division critically reviews what can be done in-house and what should be contracted, utilizing outside resources when the Town lacks the personnel or specialized expertise or equipment for timely maintenance. The Building Division employs two (2) full-time Building Technicians, one full-time master electrician and three full-time building attendants. Salary to operational budget ratio is 29%, with the Division dividing its time between building maintenance and repair (30%), 30% custodial, 30% electrical and 10% on administrative duties. Town Center West Maintenance: Monies for summer and winter maintenance of the "pedestrian" mall are derived from tax increment financing revenue collected through the Urban Renewal Fund, with transfer to the Town Center West Maintenance Fund. Landscaping in the summer and snow removal in the winter comprise the majority of the maintenance work. Town of Avon Line Item Detail Section III, Page I-6 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Special Events #513 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 44,604$ 43,985$ 44,614$ 47,759$ 48,524$ 67,054$ 61106 Paid-out Leave - - 896 452 452 645 61121 PTS Wages 13,264 15,323 14,454 16,320 5,426 - 61122 PTS Bonuses 195 - - 330 - - 61151 Overtime Wages 23,066 17,926 14,467 30,384 13,500 720 61156 Extra Duty - - 15,803 - - - 61159 Other Wages 3,032 2,443 1,504 3,750 1,313 2,212 61202 Ski Pass - 295 - - - - 61301 FT Pension 2,955 3,726 5,182 5,226 5,226 7,447 61302 PTS Pension 678 709 687 624 203 - 61304 Employee Assistance Program 18 22 18 18 18 24 61401 FICA/Medicare 1,233 1,139 1,340 1,529 985 1,024 61501 Group Health and Life Insurance 8,185 13,425 18,546 10,538 10,538 15,449 61505 Long-term Disability Insurance 417 463 373 418 418 557 61506 Short-term Disability Insurance 199 196 196 - - - 61507 Dental Insurance 828 1,501 1,961 945 945 1,260 61509 Worker's Compensation 349 902 1,282 839 695 887 61510 Unemployment Insurance 176 233 281 314 203 212 61000 Total Personnel 99,199 102,288 121,604 119,446 88,446 97,491 Commodities: 62302 Special Event Materials and Supplies 7,804 4,376 4,098 4,600 3,600 2,000 62801 Employee Recognition 2,220 3,095 2,952 4,500 2,500 2,700 62802 Food and Beverages 4,887 6,623 5,279 5,650 5,650 4,000 62805 Clothing and Uniforms 500 11 - - - 2,500 62902 Audio and Visual Supplies 366 - - 500 500 500 62000 Total Commodities 15,777 14,105 12,329 15,250 12,250 11,700 Contract Services: 63199 Other Professional Services 96,353 88,565 92,101 106,200 98,200 89,050 63203 Printing and Reproduction Services 7,696 8,747 3,027 3,600 3,600 3,600 63303 Photography Services 1,000 - - - - 1,800 63305 Audio/Visual Services 10,295 8,995 9,000 12,000 12,000 9,000 63606 Rentals - Crowd & Traffic Control Equip 7,412 13,105 4,009 13,400 13,400 7,900 63607 Rentals - Portable Facilities 7,285 9,074 770 11,683 11,683 6,000 63699 Rentals - Other Miscellaneous 3,650 5,794 - 500 700 - 63999 Other Contract Services 3,699 16,021 8,131 3,700 3,700 16,000 63000 Total Contract Services 137,390 150,301 117,038 151,083 143,283 133,350 Town of Avon Line Item Detail Section III, Page I-7 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Special Events #513 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 442 - - 1,000 1,000 1,000 64102 Dues, Licenses and Memberships - - - 275 275 275 64103 Mileage Reimbursement 515 321 224 500 - - 64301 Postage and Delivery Costs 463 101 32 600 185 250 64306 Permit & Licensing Fees 587 605 660 800 800 800 64402 Equipment Replacement Charges 2,765 2,950 2,589 2,588 2,588 2,099 64901 Advertising and Legal Notices 27,316 24,240 13,650 17,950 16,450 10,950 64902 Financial Donations and Contributions - 5,000 21,405 22,500 37,500 - 64905 Insurance Premiums 1,415 1,580 316 1,900 400 1,750 64000 Total Other Operating Costs 33,503 34,797 38,876 48,113 59,198 17,124 Capital Outlay: 66402 Computers and Peripherals - - 2,327 - - - 66403 Audio/Visual Equipment 915 862 918 1,000 - - 66407 Athletic and Recreation Equipment - - - - 1,000 1,000 66000 Total Capital Outlay 915 862 3,245 1,000 1,000 1,000 60000 Total Expenditures 286,784$ 302,353$ 293,092$ 334,892$ 304,177$ 260,665$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-8 Department:Recreation Program:Special Events Account 2014 Number Account Name Justification Budget Parks and Recreation: Parks 61151 Overtime Wages Icing in the Park - 24 hrs x $30 720$ 720 61159 Other Wages 5% Commission on Sponsorships 2,212 2,212$ Salute 1,000$ Dunk-n-Dash 500 62302 Special Event Materials & Supplies Icing in the Park 500 2,000 Dunk-n-Dash 2,300 Icing in the Park 300 62801 Employee Recognition Staff Incentives 100 2,700 Salute 2,500 Dunk-n-Dash 400 Icing in the Park 1,000 62802 Food and Beverages General 100 4,000 62805 Clothing and Uniforms Volunteer/Event Staff T-shirts 2,500 2,500 62902 Audio and Visual Supplies Sound Cords, Cover and Parts for PA 500 500 62000 Total Commodities 11,700$ Salute - Fireworks 53,500$ Performers 11,551 Emcee 200 Guest Officers - $55.85/hr x 205 hrs 11,449 Fire Personnel 500 Perimeter Security 2,000 Children's Entertainment 850 Dunk-n-Dash Timing 2,600 Icing on the Lake 3,000 63199 Other Professional Services Creative Svcs: Market Research for Events 3,400 89,050 Salute - Posters, Signs, Banners 1,200 Dunk-n-Dash 1,200 63203 Printing and Reproduction Services Icing in the Park 1,200 3,600 63303 Photography Services 3 events 1,800 1,800 63305 Audio/Visual Services Salute - Sound, lights, stage, backline 9,000 9,000 Salute - Fencing 7,000 63606 Rentals - Crowd Control Lighting 900 7,900 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-9 Department:Recreation Program:Special Events Account 2014 Number Account Name Justification Budget Salute - Portable Restrooms 4,000 Dumpsters/Recycling 1,500 63607 Rentals - Portable Facilities Power/Generators 500 6,000 Salute - Calvary Chapel 1,000 Special Event TBD Funded by New 63999 Other Contract Services Admissions Fee 15,000 16,000 63000 Total Contract Services 133,350$ 64101 Travel, Training, Conference Colorado Festival and Events Conference 1,000$ 1,000 64102 Dues, Licenses and Memberships CFEA 275 275 64301 Postage and Delivery Postage for Mailings 250 250 64306 Permit and Licensing Fees ASCAP, SESAC, BMI 800 800 64402 Equipment Replacement Charges Annual Equipment Rental Charges 2,099 2,099 Salute 6,000 Dunk-n-Dash 3,000 Icing in the Park 1,800 64901 Advertising and Legal Notices General 150 10,950 Salute 1,350 64905 Insurance Premiums Volunteers 400 1,750 64000 Total Other Operating Costs 17,124$ 66407 Athletic and Recreation Equipment 10 X 20 Tent 1,000$ 1,000 66000 Total Capital Outlay 1,000$ Town of Avon Line Item Detail Section III, Page I-10 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Administration #514 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 209,111$ 188,066$ 204,982$ 90,473$ 91,494$ 169,244$ 61106 Paid-out Leave - - 3,030 30,692 30,692 1,627 61121 PTS Wages 12,100 14,273 14,460 16,320 8,160 - 61122 PTS Bonuses 289 - - 330 - - 61151 Overtime Wages 725 1,227 1,027 200 200 - 61201 Automobile Allowance 3,600 3,600 3,600 3,600 3,600 3,600 61202 Ski Pass - 295 - - 330 - 61301 FT Pension 14,032 15,403 23,717 13,270 13,270 18,796 61302 PTS Pension 492 563 591 632 314 - 61304 Employee Assistance Program 58 50 57 24 24 48 61401 FICA/Medicare 1,516 1,242 1,556 1,319 1,196 2,530 61501 Group Health and Life Insurance 20,540 28,364 36,408 14,316 14,316 31,041 61505 Long-term Disability Insurance 1,341 1,078 1,190 550 550 1,054 61506 Short-term Disability Insurance 901 817 889 - - - 61507 Dental Insurance 1,949 3,607 3,585 1,260 1,260 2,520 61509 Worker's Compensation 701 881 1,210 1,228 1,120 1,176 61510 Unemployment Insurance 471 590 695 423 399 523 61000 Total Personnel 267,826 260,056 296,997 174,637 166,925 232,159 Commodities: 62401 Gasoline 2,847 3,540 3,136 3,160 3,160 3,160 62801 Employee Recognition - - - - - 480 62802 Food and Beverages 1,012 773 596 1,000 600 300 62899 Other Miscellaneous Operating Supplies 275 1,555 3,214 2,150 2,150 2,150 62901 Duplicating Supplies 932 1,033 906 1,200 1,200 1,200 62903 Data Processing Supplies 982 5 1,143 1,200 1,200 1,200 62999 Office Supplies and Materials 1,427 2,659 1,125 1,500 1,500 1,500 62000 Total Commodities 7,475 9,565 10,120 10,210 9,810 9,990 Contract Services: 63199 Other Professional Services - 4,074 2,280 2,500 2,500 2,500 63203 Printing and Reproduction Services 12,180 - - - - - 63304 Computer Services 3,036 3,342 3,690 4,055 4,055 4,055 63504 R&M - Office Equipment 2,471 2,091 1,479 700 700 700 63603 Rentals - Office Equipment 4,196 3,847 3,769 3,829 3,829 3,829 63999 Other Contract Services 1,476 1,820 1,120 2,000 2,000 2,000 63000 Total Contract Services 23,359 15,174 12,338 13,084 13,084 13,084 Town of Avon Line Item Detail Section III, Page I-11 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Administration #514 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 785 - - 1,500 600 600 64102 Dues, Licenses and Memberships - - 375 450 - 225 64103 Mileage Reimbursement 132 - 228 200 200 - 64201 Telephone 3,845 3,146 3,247 3,200 3,450 3,450 64206 Cellular and Paging 2,659 4,716 4,939 2,940 2,940 1,872 64301 Postage and Delivery Services 537 487 177 500 500 500 64308 Sales Tax 659 576 542 900 900 900 64401 Fleet Maintenance Charges 6,790 5,554 3,597 6,435 6,435 6,435 64402 Equipment Replacement Charges 4,148 4,880 5,031 5,031 5,031 4,507 64403 Washbay Charges 2,124 2,124 2,124 1,560 1,560 1,872 64901 Advertising and Legal Notices 29,674 28,456 28,132 29,103 29,103 29,620 64905 Insurance Premiums 11,623 10,269 12,895 13,469 13,469 14,634 878 - - - 64000 Total Other Operating Costs 62,976 60,208 62,165 65,288 64,188 64,615 Capital Outlay: 66402 Computers and Peripherals - 1,061 - - - - 66404 Furniture and Fixtures - - - - - - 66000 Total Capital Outlay - 1,061 - - - - 60000 Total Expenditures 361,636$ 346,064$ 381,620$ 263,219$ 254,007$ 319,848$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-12 Department:Recreation Program:Administration Account 2014 Number Account Name Justification Budget 62401 Gasoline Fuel Charges for Department 3,160$ 3,160 62801 Employee Recognition Incentives for Staff $20 x 24 480 480 62802 Food and Beverages Coffee for Patrons 300 300 62899 Other Miscellaneous Operating Supplies Batteries, Film Development, BBQ 2,150 2,150 62901 Duplicating Supplies Copy Paper, Copier Toner 1,200 1,200 62903 Data Processing Supplies Printer Toner, Print Cartridges 1,200 1,200 62999 Office Supplies and Materials All Office Supplies 1,500 1,500 62000 Total Commodities 9,990$ 63199 Other Professional Services Translation Services/ Creative Artwork 2,500$ 2,500 RecTrac Support 3,060 63304 Computer Services and Support RecTrac to Pentamation Interface 995 4,055 63504 R&M - Office Equipment and Computers Xerox Copier Print Charges 700 700 63603 Rentals - Office Equipment Xerox Copier $319.16 x 12 3,829 3,829 63999 Other Contract Services Design Work 2,000 2,000 63000 Total Contract Services 13,084$ 64101 Travel, Training, Conference Vermont Systems On Site Training 600$ 600 64102 Dues, Licenses and Memberships CPRA 3 X $75 225 225 64201 Telephone & Long-distance Monthly Service 3,450 3,450 6420 Cellular and Paging Cell Phone Service 1,872 1,872 64301 Postage and Delivery Postage of Mail, UPS, Fed Ex 500 500 64308 Sales Tax Quarterly Sales Tax 4 X $225 900 900 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 6,435 6,435 64402 Equipment Replacement Charges Annual Equipment Rental Charges 4,507 4,507 64403 Washbay Charges Annual Washbay Charges 1,872 1,872 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-13 Department:Recreation Program:Administration Account 2014 Number Account Name Justification Budget Tiga Inc. Bus/Airport 5,025 Early Childhood 45 Battle Mountain 1,300 Peaks Magazine 4,000 Official Visitors Guide 2,000 EveryScape 450 KZYR 1,500 KVBA-TV8 Annual Contract 1,000 Parent Guide 1,600 What To Do Vail/BC Winter/Summer 2,750 Mail Chimo 550 Register Receipts 3,900 64901 Advertising and Legal Notices Vail Daily - Print 5,500 29,620 64905 Insurance Premiums CIRSA Property and Casualty (9%)14,634 14,634 64000 Total Other Operating Costs 64,615$ Town of Avon Line Item Detail Section III, Page I-14 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Adult Programs #515 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 12,718 12,514 12,642$ 13,412$ 13,412$ 10,862$ 61106 Paid-out Leave - - 159 129 129 104 61121 PTS Wages 11,313 10,487 7,636 10,380 10,380 10,380 61122 PTS Bonuses - - - 659 659 709 61151 Overtime Wages 44 - 280 - - - 61202 Ski Pass 97 69 80 659 659 709 61301 FT Pension 853 1,049 1,464 1,487 1,487 1,206 61302 PTS Pension 426 388 302 414 414 416 61304 Employee Assistance Program 6 6 6 6 6 6 61401 FICA/Medicare 357 331 315 372 372 336 61501 Group Health and Life Insurance 1,195 1,715 1,577 3,503 3,503 3,838 61505 Long-term Disability Insurance 137 128 122 123 123 100 61506 Short-term Disability Insurance 57 56 56 - - - 61507 Dental Insurance 96 144 141 315 315 315 61509 Worker's Compensation 139 211 219 315 315 281 61510 Unemployment Insurance 50 67 64 76 76 68 61000 Total Personnel 27,488 27,165 25,063 31,850 31,850 29,330 Commodities: 62301 General Program Supplies 1,713 927 1,367 2,180 2,180 2,180 62801 Employee Recognition - - - 200 100 200 62802 Food and Beverages 396 180 351 400 100 400 62805 Clothing and Uniforms 1,590 672 530 800 400 600 62000 Total Commodities 3,699 1,779 2,248 3,580 2,780 3,380 Other Operating Costs: 64101 Travel, Training and Conference - - - - - - 64102 Dues, Licenses and Memberships 25 - 33 75 75 75 64000 Total Other Operating Costs 25 - 33 75 75 75 60000 Total Expenditures 31,212$ 28,944$ 27,344$ 35,505$ 34,705$ 32,785$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-15 Department:Recreation Program:Adult Programs Account 2014 Number Account Name Justification Budget Program Instructors= 131 hrs X $15.00 1,965$ Program Referees= 130 hrs X $18.00 2,340 61121 PTS Wages Program Instructors= $8,100 X 75%6,075 10,380 61122 PTS Bonuses 1 X $709 709 709 61202 Ski Pass 1 X $709 709 709$ Broomball 170$ Senior Cultural Trips 1,000 Kickball 170 Water Polo 170 Basketball 170 62301 General Program Supplies Volleyball Net and Posts 500 2,180 62801 Employee Recognition Employee Recognition 200 200 Kickball, Broombll, Volleyball, Water Polo, 62802 Food and Beverages and Dodgeball 400 400 Indoor Volleyball, Water Polo, Kickball 62805 Clothing and Uniforms Basketball, Broomball Shirts 600 600 62000 Total Commodities 3,380$ 64102 Dues, Licenses and Memberships CPRA 75$ 75 64000 Total Other Operating Costs 75$ Town of Avon Line Item Detail Section III, Page I-16 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Aquatics #516 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 104,369$ 86,961$ 120,771$ 149,742$ 150,082$ 108,949$ 61106 Paid-out Leave - - 2,007 1,437 1,437 1,048 61121 PTS Wages 176,750 174,379 158,267 153,107 153,107 153,914 61122 PTS Bonuses 1,158 1,997 1,258 1,977 1,977 2,127 61151 Overtime Wages 2,151 1,594 1,281 1,500 1,500 1,500 61202 Ski Pass 162 203 1,258 1,977 1,977 2,127 61301 FT Pension 6,281 7,727 13,932 16,594 16,594 12,100 61302 PTS Pension 6,688 6,386 6,248 5,816 5,816 5,852 61304 Employee Assistance Program 58 46 67 84 84 72 61401 FICA/Medicare 4,225 3,796 4,359 4,571 4,571 3,995 61501 Group Health and Life Insurance 10,954 15,927 22,758 48,892 48,892 45,970 61505 Long-term Disability Insurance 975 692 992 1,246 1,246 1,002 61506 Short-term Disability Insurance 459 344 515 - - - 61507 Dental Insurance 973 1,546 2,130 4,410 4,410 3,780 61509 Worker's Compensation 1,639 2,368 2,989 4,004 4,004 3,479 61510 Unemployment Insurance 588 766 880 928 928 809 61000 Total Personnel 317,430 304,732 339,712 396,285 396,625 346,724 Commodities: 62301 General Program Supplies 1,270 1,674 3,262 2,000 2,000 2,205 62305 Chemicals 19,547 16,897 17,663 24,000 24,000 24,000 62805 Clothing and Uniforms 624 818 414 750 750 750 62806 Safety Materials and Supplies 377 296 452 700 300 300 62809 Medical Supplies and 1st Aid 332 172 52 500 500 500 62899 Other Miscellaneous Operating Supplies 1,300 1,037 1,929 2,100 2,100 2,100 62000 Total Commodities 23,450 20,894 23,772 30,050 29,650 29,855 Contract Services: 63302 Laboratory Services - - - 200 - - 63000 Total Contract Services - - - 200 - - Other Operating Costs: 64101 Travel, Training and Conference 165 - - 1,000 1,000 1,000 64102 Dues, Licenses and Memberships 1,574 884 830 1,100 1,100 2,815 64103 Mileage Reimbursement - - - 250 - - 64399 Other Administrative Fees - - 838 1,200 500 1,884 64402 Equipment Replacement Charges 29,315 46,698 39,728 39,811 39,811 42,479 64000 Total Other Operating Costs 31,054 47,582 41,396 43,361 42,411 48,178 Capital Outlay 66402 Computers and Peripherals - - 1,847 - - - 66000 Total Capital Outlay - - 1,847 - - - 60000 Total Expenditures 371,934$ 373,208$ 406,727$ 469,896$ 468,686$ 424,757$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-17 Department:Recreation Program:Aquatics Account 2014 Number Account Name Justification Budget Lifeguards: 8,000 hrs X $13.00 104,000$ Lead Lifeguards: 2,500 hrs X $18.00 45,000 61121 PTS Wages Program Instructors: $6,552 hrs x 75%4,914 153,914 61122 PTS Bonuses 3 X $709 2,127 2,127 Pool Coordinators 750 61151 Overtime Wages PTS Lifeguards 750 1,500 61202 Ski Pass 3 X $709 2,127 2,127$ Aquatic Programs Supplies & Equipment 551$ Swim Lesson Equipment, Fins, Kickboards 551 Water Aerobic Gloves, Noodles, Bands 551 62301 General Program Supplies Dumbbells, WSI Supplies, LGT, LGIT Supplies 552 2,205 Calhypo 12,000 Oxidizer 3,000 Flocculant 1,000 Thiosulfate 250 Muriadic 6,000 Reagents 1,000 Soda Wash 250 62305 Chemicals Bicarb 500 24,000 Guard and Coaches Uniforms, Employee 62805 Clothing and Uniforms Shirts, Guard Whistles, Lanyards 750 750 62806 Safety Materials and Supplies Eye Protection, Gloves, PPE, AED Trainer 300 300 62809 Medical Supplies and 1st Aid Icepacks, Band-Aids, Aspirin, Medical Sup 500 500 62999 Office Supplies and Materials Miscellaneous Supplies 2,100 2,100 62000 Total Commodities 29,855$ 64101 Travel, Training, Conference MSEC Supervisory Training $200 x 5 1,000$ 1,000 Red Cross Fees 2,565 64102 Dues, Licenses and Memberships CPRA 250 2,815 64399 Other Administrative Fees Ellis Provider Fees/Licenses 1,884 1,884 64402 Equipment Replacement Charges Annual Equipment Rental Charges 42,479 42,479 64000 Total Operating Costs 48,178$ Town of Avon Line Item Detail Section III, Page I-18 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Child Care #517 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 12,718$ 12,514$ 12,642$ 13,412$ 13,540$ 11,386$ 61106 Paid-out Leave - - 159 129 129 109 61121 PTS Wages 21,712 17,650 18,123 18,300 18,300 18,300 61151 Overtime Wages - 65 - - - - 61301 FT Pension 853 1,049 1,464 1,487 1,487 1,264 61302 PTS Pension 814 639 705 686 686 686 61304 Employee Assistance Program 6 6 6 6 6 6 61401 FICA/Medicare 511 431 476 471 471 442 61501 Group Health and Life Insurance 1,195 1,714 1,577 3,503 3,503 3,840 61505 Long-term Disability Insurance 137 128 122 123 123 105 61506 Short-term Disability Insurance 57 56 56 - - - 61507 Dental Insurance 96 144 140 315 315 315 61509 Worker's Compensation 199 272 327 419 419 393 61510 Unemployment Insurance 71 87 96 95 95 89 61000 Total Personnel 38,369 34,755 35,893 38,946 39,074 36,935 Commodities: 62301 General Program Supplies 143 14 59 1,000 1,000 1,000 62899 Other Misc Supplies - - - 500 500 500 62000 Total Commodities 143 14 59 1,500 1,500 1,500 64101 Travel, Training and Conference - - - 250 250 250 64102 Dues, Licenses and Memberships - - 38 65 65 - 64000 Total Other Operating Costs - - 38 315 315 250 60000 Total Expenditures 38,512$ 34,769$ 35,990$ 40,761$ 40,889$ 38,685$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-19 Department:Recreation Program:Childcare Account 2014 Number Account Name Justification Budget 61121 PTS Wages Childcare Attendant: 1,464 hrs X $12.50 18,300 18,300$ 62301 General Program Supplies Toys, Arts & Craft Supplies 1,000$ 1,000 62899 Other Miscellaneous Operating Supplies Batteries, Cups, Soaps, Broom, Vacuum 500 500 62000 Total Commodities 1,500$ 64101 Travel, Training, Conference Identifying Child Abuse $50 x 5 250$ 250 64000 Total Other Operating Costs 250$ Town of Avon Line Item Detail Section III, Page I-20 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Fitness #518 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 14,868$ 14,662$ 14,871$ 15,920 16,175 10,862 61106 Paid-out Leave - - 299 151 151 104 61121 PTS Wages 45,915 37,806 45,383 48,145 48,145 58,561 61122 PTS Bonuses 629 - - - 61151 Overtime Wages - 2,084 - - - - 61159 Other Wages - 814 501 - - - 61202 Ski Pass - 8 - - - - 61301 FT Pension 985 1,242 1,727 1,742 1,742 1,206 61302 PTS Pension 1,722 1,450 1,772 1,805 1,805 2,196 61304 Employee Assistance Program 6 6 6 6 6 6 61401 FICA/Medicare 906 799 938 954 954 1,040 61501 Group Health and Life Insurance 2,728 3,723 4,874 3,513 3,513 3,838 61505 Long-term Disability Insurance 139 132 124 139 139 139 61506 Short-term Disability Insurance 65 65 65 - - - 61507 Dental Insurance 276 453 492 315 315 315 61509 Worker's Compensation 352 492 639 845 845 919 61510 Unemployment Insurance 126 161 191 192 192 209 61000 Total Personnel 68,088 63,897 72,511 73,727 73,982 79,395 Commodities: 62301 General Program Supplies 2,716 2,340 2,368 2,500 3,400 3,400 62899 Other Miscellaneous Operating Supplies 1,960 3,346 1,923 3,400 2,500 2,500 62000 Total Commodities 4,676 5,686 4,291 5,900 5,900 5,900 Contract Services: 63549 R&M - Other Specialized Equipment - - - - - - 63999 Other Contract Services 1,260 - - - - - 63000 Total Contract Services 1,260 - - - - - Other Operating Costs: 64101 Travel, Training and Conference - - - 1,000 1,000 2,000 64102 Dues, Licenses and Memberships - - - 250 - 250 64402 Equipment Replacement Charges 29,427 47,935 54,725 54,870 54,870 56,670 64000 Total Other Operating Costs 29,427 47,935 54,725 56,120 55,870 58,920 Capital Outlay 66407 Athletic and Recreational Equipment - - - - - 8,500 66000 Total Capital Outlay - - - - - 8,500 60000 Total Expenditures 103,451$ 117,518$ 131,527$ 135,747$ 135,752$ 152,715$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-21 Department:Recreation Program:Fitness Account 2014 Number Account Name Justification Budget Program Instructor: Boot Camp $2,200 X 75%1,650 Outdoor Winter Sports $1,500 x 75%1,125 Personal Trainers: $25,813 X 75%19,360 61121 PTS Wages Aerobics Instructor: 1,560 hrs X $23.35 36,426 58,561 62301 General Program Supplies Group- X Class Supplies 3,400 3,400 62899 Other Miscellaneous Operating Supplies Fitness Floor Supplies 2,500 2,500 62000 Total Commodities 5,900 First Aid and CPR $50 x 15 750 IDEA Training Classes $50 x 10 1,000 64101 Travel, Training, Conference Personal Training Seminars $50 x 5 250 2,000 64102 Dues, Licenses and Memberships IDEA Membership 250 250 64402 Equipment Replacement Charges Annual Equipment Rental Charges 56,670 56,670 64000 Total Other Operating Costs 58,920 Town of Avon Line Item Detail Section III, Page I-22 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Guest Services #519 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 26,058$ 32,916$ 54,204$ 57,413$ 57,796$ 63,310$ 61106 Paid-out Leave - - 615 548 548 609 61121 PTS Wages 105,850 110,738 84,645 93,667 93,667 93,695 61122 PTS Bonuses 965 1,863 - 1,977 439 1,418 61151 Overtime Wages 694 3,692 2,590 2,025 1,900 1,836 61202 Ski Pass 1,158 1,171 1,186 1,977 584 2,127 61301 FT Pension 1,745 2,807 6,271 6,330 6,330 7,031 61302 PTS Pension 3,553 3,697 2,634 3,663 3,600 3,636 61304 Employee Assistance Program 16 24 41 36 36 42 61401 FICA/Medicare 2,007 2,144 2,196 2,332 2,287 2,416 61501 Group Health and Life Insurance 4,186 8,072 13,527 20,925 20,925 26,815 61505 Long-term Disability Insurance 365 387 650 524 524 582 61506 Short-term Disability Insurance 117 133 246 - - - 61507 Dental Insurance 373 799 1,261 1,890 1,890 2,205 61509 Worker's Compensation 764 1,320 1,500 1,994 1,994 2,078 61510 Unemployment Insurance 275 430 444 472 462 489 61000 Total Personnel 148,126 170,193 172,010 195,773 192,982 208,289 Commodities: 62301 General Program Supplies - 346 66 800 400 10,200 62304 Merchandise for Resale 4,241 4,718 5,633 6,500 6,500 8,464 62802 Food and Beverages 60 138 346 250 250 250 62805 Clothing and Uniforms - 891 1,092 1,200 1,200 1,200 62899 Other Miscellaneous Operating Supplies 8,829 7,944 5,681 9,300 6,105 - 62000 Total Commodities 13,130 14,037 12,818 18,050 14,455 20,114 Other Operating Costs: 64101 Travel, Training and Conference 658 - - 1,000 500 1,180 64103 Mileage Reimbursement - - 8 100 100 - 64307 Bank Service Charges and Credit Card Fees 18,231 16,551 17,485 16,472 16,472 16,472 64402 Equipment Replacement Charges 427 - - - - - 64000 Total Other Operating Costs 19,316 16,551 17,493 17,572 17,072 17,652 Capital Outlay: 66402 Computers and Peripherals 3,296 810 830 1,400 1,400 3,300 66407 Athletic & Recreation Equipment - - - - - - 66000 Total Capital Outlay 3,296 810 830 1,400 1,400 3,300 60000 Total Expenditures 183,868$ 201,591$ 203,151$ 232,795$ 225,909$ 249,355$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-23 Department:Recreation Program:Guest Services Account 2014 Number Account Name Justification Budget Front Desk Specialist: 1714 hrs X $17.50 29,995$ 61121 PTS Wages Front Desk Attendant: 5096 hrs X $12.50 63,700 93,695 61151 Overtime Wages Front Desk Specialist 6 X $17 X 1.5 X 12 1,836 1,836 61202 Ski Pass 3 X $709 2,127 2,127$ 500 Pre-Printed Pass Cards 5,000$ Front Desk Signs 500 Medical Supplies 1,500 Towels 2,000 Cleaning Supplies, Hand Sanitizer, Lotion 100 62301 General Program Supplies Coffee Supplies 1,100 10,200 Locks 115 x $4.95 569 Headphones 60 x $4.25 255 Swim Caps 45 x $1.55 70 Men's Swimsuit 55 x $19 1,045 Women's Swimsuit 75 x $23 1,725 Youth Goggles 300 x $6.00 1,800 Adult Goggles 500X $5.00 2,500 62304 Merchandise for Resale Swim Diapers 500 8,464 62802 Food & Beverages Staff Meetings 250 250 62805 Clothing and Uniforms 60 X $20 Shirts 1,200 1,200 62000 Total Commodities 20,114$ Core Competencies MSEC $225 x 2 450$ 64101 Travel, Training, Conference CPRA Conference 730 1,180 Credit Card Charges $1366.67 X 12 16,400 64307 Bank Service Charges ACH Billing Charges $6 X 12 72 16,472 64000 Total Other Operating Costs 17,652$ 66402 Computers and Peripherals Desktop Replacements (3 Front Desk) 3,300$ 3,300 66000 Total Capital Outlay 3,300$ Town of Avon Line Item Detail Section III, Page I-24 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Maintenance #520 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 207,532$ 126,086$ 118,479$ -$ -$ -$ 61105 STD Wages 36 - - - - - 61106 Paid-out Leave - - - - - - 61121 PTS Wages 17,412 - - - - - 61122 PTS Bonuses 579 - - - - - 61151 Overtime Wages 143 1,212 - - - - 61301 FT Pension 13,097 10,452 13,515 - - - 61302 PTS Pension 675 - - - - - 61303 Wellness - - - - - 61304 Employee Assistance Program 122 66 60 - - - 61401 FICA/Medicare 3,290 1,787 1,726 - - - 61501 Group Health and Life Insurance 41,344 38,006 36,763 - - - 61505 Long-term Disability Insurance 2,134 1,240 1,093 - - - 61506 Short-term Disability Insurance 928 564 530 - - - 61507 Dental Insurance 3,992 4,533 3,651 - - - 61509 Worker's Compensation 1,331 1,179 1,291 - - - 61510 Unemployment Insurance 477 369 369 - - - 61000 Total Personnel 293,092 185,494 177,477 - - - Commodities: 62204 Construction, Maint. and Permanent Materials 2,923 3,713 2,452 - - - 62205 Plumbing and Electrical Supplies and Materials 2,540 2,794 2,417 - - - 62207 Electrical 2,270 1,760 4,785 - - - 62208 Mechanical- HVAC 804 890 307 - - - 62209 Mechanical- Other 4,144 1,508 1,969 - - - 62803 Janitorial, Custodial and Cleaning Supplies 17,546 10,923 14,599 - - - 62805 Clothing and Uniforms - - - - - - 62806 Safety Materials and Supplies 71 - 162 - - - 62807 Consumable Tools/Small Equipment 1,254 1,379 1,508 - - - 62899 Other Miscellaneous Operating Supplies 2,177 198 877 - - - 62000 Total Commodities 33,729 23,165 29,076 - - - Contract Services: 63104 Engineering Services - - 635 - - - 63304 Computer Services and Support - - - - - - 63306 Security and Monitoring Services 3,405 3,068 2,680 - - - 63501 R&M - Buildings and Facilities 20,967 58,168 57,155 - - - 63507 R&M - Machinery and Equipment 2,838 2,805 4,430 - - - 63549 R&M - Other Specialized Equipment 865 2,496 5,365 - - - 63551 Laundry and Cleaning Services - - - - - - 63599 Other Maintenance Services 39,280 37,577 52,593 - - - 63699 Rentals - Other Miscellaneous 10 - - - - - 63000 Total Contract Services 67,365 104,114 122,858 - - - Town of Avon Line Item Detail Section III, Page I-25 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Maintenance #520 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference 500 - 2,577 - - - 64102 Dues, Licenses and Memberships - - - - - - 64103 Mileage Reimbursement - 376 - - - - 64202 Gas 62,909 29,602 27,701 - - - 64203 Electric 84,413 85,216 83,934 - - - 64204 Water and Sanitation 19,590 17,806 27,070 - - - 64205 Trash Collection and Recycling 2,997 2,519 1,965 - - - 64402 Equipment Replacement Charges 39,476 48,247 35,739 - - - 64000 Total Other Operating Costs 209,885 183,766 178,986 - - - Capital Outlay: 66402 Computers and Peripherals - - 2,664 - - - 66000 Total Capital Outlay - - 2,664 - - - 60000 Total Expenditures 604,071$ 496,539$ 511,061$ -$ -$ -$ Town of Avon Line Item Detail Section III, Page I-26 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Youth Programs #521 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 25,437$ 25,028$ 25,284$ 26,824$ 26,824$ 21,723$ 61106 Paid-out Leave - - 319 257 257 209 61121 PTS Wages 70,893 68,300 68,445 69,404 69,404 68,415 61122 PTS Bonuses 579 599 - - - - 61151 Overtime Wages 573 1,374 743 1,000 1,000 1,000 61202 Ski Pass 320 326 620 1,318 1,318 1,418 61301 FT Pension 1,706 2,098 2,927 2,974 2,974 2,413 61302 PTS Pension 2,702 2,504 2,726 2,640 2,640 2,603 61304 Employee Assistance Program 12 12 12 12 12 12 61401 FICA/Medicare 1,456 1,355 1,492 1,470 1,470 1,383 61501 Group Health and Life Insurance 2,390 3,429 3,154 7,007 7,007 7,676 61505 Long-term Disability Insurance 273 256 244 246 246 200 61506 Short-term Disability Insurance 114 111 112 - - - 61507 Dental Insurance 192 288 281 630 630 630 61509 Worker's Compensation 563 842 997 1,273 1,273 1,193 61510 Unemployment Insurance 202 273 298 296 296 278 61000 Total Personnel 107,412 106,795 107,654 115,351 115,351 109,153 Commodities: 62301 General Program Supplies 2,681 2,551 2,925 4,549 4,549 2,349 62802 Food and Beverages 3,176 2,973 3,276 3,400 3,400 4,100 62805 Clothing and Uniforms 1,700 1,791 1,700 1,700 1,700 1,700 62808 Promotional, Informational and Marketing Mtls 500 500 500 500 500 500 62809 Medical Supplies and 1st Aid 183 461 - 500 500 200 62899 Other Miscellaneous Operating Supplies 143 276 332 400 400 - 62000 Total Commodities 8,383 8,552 8,733 11,049 11,049 8,849 Contract Services: 63103 Training Facilitators 135 - 232 300 300 300 63203 Printing and Reproduction Services 235 102 139 350 350 350 63000 Total Contract Services 370 102 371 650 650 650 Other Operating Costs: 64101 Travel and Conference - - - 1,000 100 1,000 64102 Dues, Licenses and Memberships 176 211 218 200 200 375 64103 Mileage Reimbursement - - - 100 - - 64306 Permit and Licensing Fees - 143 176 150 150 150 64399 Other Administrative Fees 6,372 6,208 6,257 4,500 4,500 6,800 64402 Equipment Replacement Charges - 221 221 209 209 209 64000 Total Other Operating Costs 6,548 6,783 6,872 6,159 5,159 8,534 Capital Outlay: 66402 Computers and Peripherals - - 830 - - - 66000 Total Capital Outlay - - 830 - - - 60000 Total Expenditures 122,713$ 122,232$ 124,460$ 133,209$ 132,209$ 127,186$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-27 Department:Recreation Program:Youth Programs Account 2014 Number Account Name Justification Budget After School Group Lead 800 Hrs X $19.00 15,200$ Day Camp Instructors 467 Hrs X $15.00 7,005 After School Counselor 1,200 Hrs. X $15.00 18,000 Program Instructors 1,454 Hrs X $15.00 21,810 61121 PTS Wages Day Camp Group Leader 320 Hrs X $20.00 6,400 68,415 61151 Overtime Day Camp Leaders 1,000 1,000 61202 Ski Pass 2 @ $709 1,418 1,418$ School's Out 1,089$ Art Program 240 After School Program 850 62301 General Program Supplies Volleyball, Tennis, Basketball 170 2,349 After School 1,400 Schools out 800 62802 Food and Beverages Day Camp 1,900 4,100 62805 Clothing and Uniforms Staff and New Camp Shirts 1,700 1,700 Promotional, Informational and Marketing 62808 Materials Day Camp and New League Marketing 500 500 62809 Medical Supplies and 1st Aid Day Camp, Band Aids, Ice Packs 200 200 62000 Total Commodities 8,849$ CPR Certifications 200$ 63103 Training Facilitators Day Camp 100 300 63203 Printing and Reproduction Services Day Camp and Afterschool Handbooks 350 350 63000 Total Contract Services 650$ Recognizing Child Abuse $50 x 5 250$ Customer Service $150 x 3 450 Miscellaneous Training 50 64101 Travel, Training, Conference Administering Medications $50 x 5 250 1,000 64102 Dues, Licenses and Memberships CDHS 375 375 64304 Permit and Licensing Fees Daycamp 150 150 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-28 Department:Recreation Program:Youth Programs Account 2014 Number Account Name Justification Budget After School 1,060 Spring Break 1,000 Day Camp 3,300 64399 Other Administrative Fees Winter Break Camp 1,440 6,800 64402 Equipment Replacement Charges Annual Equipment Replacement Charges 209 209 Total Other Operating Costs 8,534$ 64000 Town of Avon Line Item Detail Section III, Page I-29 Function: Recreation and Culture #500 Department: Recreation Department #510 Program: Cabin #522 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61121 PTS Wages 31,495$ 24,727$ 25,890$ 37,213$ 2,100$ 33,437$ 61122 PTS Bonuses - - - 659 659 - 61151 Overtime 549 26 157 765 765 750 61202 Ski Pass - 27 - 659 - 709 61302 PTS Pension 1,202 903 1,002 1,449 107 1,282 61401 FICA/Medicare 482 363 402 591 53 525 61509 Worker's Compensation 177 221 263 493 28 443 61510 Unemployment Insurance 64 72 80 118 11 105 61000 Total Personnel 33,969 26,339 27,794 41,947 3,723 37,251 Commodities: 62301 General Program Supplies 173 9 167 750 750 750 62304 Merchandise for Resale 1,542 1,594 1,892 3,000 200 3,000 62802 Food and Beverages - - - 100 25 150 62809 Medical Supplies and 1st Aid - - - 150 150 150 62899 Other Miscellaneous Operating Supplies 1,824 17 358 1,700 1,300 - 62000 Total Commodities 3,539 1,620 2,417 5,700 2,425 4,050 Contract Services: 63599 Other Maintenance Services 1,050 620 - 750 750 750 63000 Total Contract Services 1,050 620 - 750 750 750 Other Operating Costs: 64101 Travel, Training, Conference - - - 100 100 100 64402 Equipment Replacement 1,708 2,680 3,227 3,536 3,536 1,496 64000 Total Other Operating Costs 1,708 2,680 3,227 3,636 3,636 1,596 60000 Total Expenditures 40,266$ 31,259$ 33,438$ 52,033$ 10,534$ 43,647$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-30 Department:Recreation Program:Cabin Account 2014 Number Account Name Justification Budget 61121 PTS Wages Cabin Attendants - 2675 hrs X $12.50 33,437$ 33,437 61151 Overtime Cabin Attendant = $12.75 x 1.5 x40 750 750 61202 Ski Pass 1 x $709 709 709$ Winter Cabin 250$ 62301 General Program Supplies Summer Cabin 500 750 Winter Cabin 1,000 62304 Merchandise for Resale Summer Cabin 2,000 3,000 62802 Food and Beverages Meetings 150 150 62809 Medical Supplies and 1st Aid Medical Supplies and 1st Aid 150 150 62000 Total Commodities 4,050$ 63599 Other Maintenance Services Ice Skate Sharpening 750$ 750 63000 Total Contract Services 750$ 64101 Travel, Training, Conference CPR and First Aid $50 x 2 100$ 100 64402 Equipment Replacement Annual Equipment Rental Charges 1,496 1,496 64000 Total Other Operating Costs 1,596$ Town of Avon Line Item Detail Section III, Page E-31 Function: Parks and Recreation #500 Department: Parks and Recreation #510 Program: Parks and Grounds #551 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries -$ -$ -$ 292,232$ 315,717$ 341,318$ 61106 Paid-out Leave - - - 2,786 2,966 3,282 61121 PTS Wages - - - 95,504 76,784 60,044 61151 Overtime Wages - - - 12,698 12,698 12,698 61202 Ski Pass - - - 1,318 1,318 1,418 61301 FT Pension - - - 32,179 34,258 37,906 61302 PTS Pension - - - 3,581 2,879 2,252 61304 Employee Assistance Program - - - 142 154 166 61401 FICA/Medicare - - - 5,882 5,874 6,105 61501 Group Health and Life Insurance - - - 82,573 89,547 104,721 61505 Long-term Disability Insurance - - - 2,592 2,765 2,973 61506 Short-term Disability Insurance - - - - - 61507 Dental Insurance - - - 7,434 8,064 8,694 61509 Worker's Compensation - - - 12,724 12,724 13,257 61510 Unemployment Insurance - - - 1,206 1,207 1,256 61000 Total Personnel - - - 552,851 566,955 596,090 Commodities: 62202 Sand and Gravel - - - 4,100 4,100 4,100 62204 Construction, Maint. and Permanent Materials - - - 4,950 4,950 6,250 62205 Plumbing and Electrical Supplies and Materials - - - 22,100 22,100 22,100 62206 Landscaping and Plant Materials - - - 13,445 13,445 19,945 62305 Chemicals - - - 7,500 7,500 7,500 62401 Gasoline - - - 8,344 8,344 8,344 62402 Diesel - - - 7,832 7,832 7,832 62802 Food and Beverage - - - 750 750 750 62803 Janitorial, Custodial and Cleaning Supplies - - - 5,200 5,200 6,000 62804 Training Supplies - - - 200 200 200 62805 Clothing and Uniforms - - - 3,130 3,130 3,130 62806 Safety Materials and Supplies - - - 4,525 4,525 4,525 62807 Consumable Tools/Small Equipment - - - 6,650 6,650 5,850 62809 Medical Supplies and First Aid - - - 900 900 900 62899 Other Miscellaneous Operating Supplies - - - 18,823 18,823 19,025 62000 Total Commodities - - - 108,449 108,449 116,451 Contract Services: 63503 R&M - Parks and Athletic Facilities - - - 5,000 5,000 13,000 63608 Rentals - Machinery and Equipment - - - 700 700 600 63999 Other Contract Services - - - 57,190 57,190 99,890 63000 Total Contract Services - - - 62,890 62,890 113,490 Town of Avon Line Item Detail Section III, Page E-32 Function: Parks and Recreation #500 Department: Parks and Recreation #510 Program: Parks and Grounds #551 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference - - - 5,550 5,550 6,900 64203 Electric - - - 15,132 15,132 15,132 64204 Water and Sewer - - - 5,466 30,466 5,466 64206 Cellular and Paging - - - - 720 1,080 64401 Fleet Maintenance Charges - - - 84,800 84,800 84,800 64402 Equipment Replacement Charges - - - 62,797 62,797 63,028 64403 Washbay Charges - - - 6,574 6,574 6,292 64000 Total Other Operating Costs - - - 180,319 206,039 182,698 Capital Outlay: 66402 Computers and Peripherals - - - 1,100 1,100 - 66404 Furniture and Fixtures - - - 2,400 2,400 25,000 66499 Other Machinery and Equipment - - - 4,000 4,000 7,500 66000 Total Capital Outlay - - - 7,500 7,500 32,500 60000 Total Expenditures -$ -$ -$ 912,009$ 951,833$ 1,041,229$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-33 Department:Parks and Recreation Program:Parks and Grounds Account 2014 Number Account Name Justification Budget 61121 PTS Wages 3,532 hours X $17.00/hr.60,044$ 60,044 61151 Overtime Wages Overtime Demands 12,698 12,698 61202 Ski Pass 2 x $709 1,418 1,418$ Volleyball Courts (N side)400$ Athletic Field Top Dressing 3,100 Playground 400 62202 Sand and Gravel Wildridge Parks 200 4,100 Mtn Bike Trail Signage- BC Point 1,300 Lumber 1,300 Hardware 600 Weed Barrier 750 Vandalism 1,800 62204 Construction, Mtc, and Permanent Materials Other 500 6,250 Maxicom Components 5,000 Nozzles 1,500 PVC Fittings 2,000 Maxicom Clock Repair/Replacement 4,000 Pump Maintenance 2,000 Commercial Rotors 4,000 Electrical Supplies 3,100 62205 Plumbing & Electrical Supplies & Materials Other 500 22,100 Bike Path Berm Landscaping 6,500 Compost/Mulch 3,000 Annuals, Perennials, Trees & Shrubs 6,145 Sod 3,000 Seed (Grass or Wildflower), Bulbs 800 62206 Landscaping and Plant Materials Other/Vandalism 500 19,945 Fertilizer 4,000 Snowmelt 2,000 62305 Chemicals Pesticides 1,500 7,500 62401 Gasoline Unleaded Fuel - Parks Vehicles, Equipment 8,344 8,344 62402 Diesel Diesel Fuel - Parks Vehicles, Equipment 7,832 7,832 62802 Food and Beverage Meetings and Special Events 750 750 Public Restrooms: Cleaning Supplies 500 Graffiti Remover 500 Pet Waste Bags 3,500 Park Storage: TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-34 Department:Parks and Recreation Program:Parks and Grounds Account 2014 Number Account Name Justification Budget 62803 Janitorial, Custodial , and Cleaning Supplies Trash Liners 1,500 6,000 62804 Training Supplies Training Supplies 200 200 Work Clothing 2,430 62805 Clothing and Uniforms Outerwear 700 3,130 Type II Safety Clothing 700 Gloves 500 Footwear 1,800 62806 Safety Materials and Supplies Safety Supplies 1,525 4,525 Maintenance Tools 1,800 Plumbing Tools 850 Toro Equipment 2,600 62807 Consumable Tools, Small Equipment Other Equipment 600 5,850 62809 Medical Supplies and 1st Aid Parks Facility Kit 900 900 Holiday Lights 3,000 Bear Proof Cans: Avon Road (4)3,500 Athletic Field Materials 400 Recreation Supplies 1,000 Park Supplies 1,175 10x20 Replacement Tent 1,400 Water Fountain 3,800 Stadium/Events Barricade 3,500 62899 Other Miscellaneous Operating Supplies Flags 1,250 19,025 62000 Total Commodities 116,451$ 63503 R&M - Parks and Athletic Facilities Sod Replacement, Top Dress, Aerate 13,000$ 13,000 63608 Rentals - Machinery and Equipment Miscellaneous Equipment Rentals 600 600 Basketball Court Resurfacing 40,000 Weed Control 5,000 Tree Care 10,790 Bronze Statue Maintenance 6,000 Plumbing 1,800 County Landfill 1,000 Vandalism 1,000 Dumpster Rental 2,500 Asphalt Repairs (non-ECO)5,000 Snow Removal Hand Work 14,400 Miscellaneous Asphalt Repairs (ECO Path)7,000 63999 Other Contract Services Porta-Potty Rental (3)5,400 99,890 63000 Total Contract Services 113,490$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-35 Department:Parks and Recreation Program:Parks and Grounds Account 2014 Number Account Name Justification Budget Commercial Pesticide Applicator (5)750$ Progreen Training 600 CPSI Certification (2)1,000 RMTMA Conference (2)850 Lodging 1,200 64101 Travel, Training and Conference Maxicomm Training (1)2,500 6,900 Pump house 10,439 Park Restrooms 2,571 Cabin 1,818 64203 Electric Pocket Park - Wildridge 304 15,132 Cabin: Water 320 Sewer 320 Restrooms: Water 140 Sewer 355 Irrigation Meters: Avon Road - Core 366 E. BC Blvd.330 S.E. Burger King Meter 665 O'Neal Spur 950 Roundabout #1 650 Basketball Courts B. C. B.170 Shutdown Nottingham/Puder ditch 775 64204 Water and Sanitation Eaglebend Pocket Park 425 5,466 64206 Cellular and Paging Cell Phone Service 1,080 1,080 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 84,800 84,800 64402 Equipment Replacement Charges Annual Equipment Rental Charges 63,028 63,028 64403 Washbay Charges Annual Washbay Charges 6,292 6,292 64000 Total Other Operating Costs 182,698$ 66404 Furniture & Fixtures Picnic Tables 25,000$ 25,000 66599 Other Machinery and Equipment Air Compressor 7,500 7,500 66000 Total Capital Outlay 32,500$ Town of Avon Line Item Detail Section III, Page E-36 Function: Parks and Recreation #500 Department: Parks and Recreation #510 Program: Buildings and Facilities #571 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries -$ -$ -$ 299,993$ 287,802$ 285,552$ 61106 Paid-out Leave - - - 2,869 2,350 2,746 61151 Overtime Wages - - - 5,520 5,520 1,200 61301 FT Pension - - - 32,823 31,039 31,411 61304 Employee Assistance Program - - - 144 152 144 61401 FICA/Medicare - - - 4,444 4,205 4,198 61501 Group Health and Life Insurance - - - 83,987 81,499 92,215 61505 Long-term Disability Insurance - - - 2,613 2,723 2,520 61506 Short-term Disability Insurance - - - - - - 61507 Dental Insurance - - - 7,560 7,346 7,560 61509 Worker's Compensation - - - 7,175 7,288 7,312 61510 Unemployment Insurance - - - 920 870 868 61000 Total Personnel - - - 448,048 430,794 435,726 Commodities: 62204 Construction, Maint. and Permanent Materia - - - 6,211 6,211 5,211 62205 Plumbing & Electrical Supplies & Materials - - - 9,155 9,155 2,770 62207 Electrical - - - 5,621 5,621 5,621 62208 Mechanical- HVAC - - - 2,770 2,770 2,770 62209 Mechanical- Other - - - 7,180 7,180 10,000 62401 Gasoline - - - 3,160 3,160 3,160 62402 Diesel - - - 2,136 2,136 2,136 62803 Janitorial, Custodial & Cleaning Supplies - - - 31,000 31,000 20,000 62805 Clothing and Uniforms - - - 1,500 1,500 700 62806 Safety Materials and Supplies - - - 500 500 500 62807 Consumable Tools/Small Equipment - - - 3,500 3,500 1,500 62899 Other Miscellaneous Operating Supplies - - - 4,150 4,150 2,050 62904 Software - - - - - - 62000 Total Commodities - - - 76,883 76,883 56,418 Contract Services: 63104 Engineering Services - - - 2,334 2,334 500 63304 Computer Services and Support - - - 2,550 2,550 2,550 63306 Security Services - - - 5,000 5,000 5,000 63501 R&M - Buildings and Facilities - - - 97,175 97,175 19,500 63507 R&M - Machinery and Equipment - - - 5,600 5,600 5,600 63549 R&M - Other Specialized Equipment - - - 10,340 10,340 10,340 63551 Laundry and Cleaning Services - - - 1,188 1,188 1,188 63599 Other Maintenance Services - - - 74,195 74,195 32,940 63699 Rentals - Other Miscellaneous - - - 1,500 1,500 1,500 63000 Total Contract Services - - - 199,882 199,882 79,118 Town of Avon Line Item Detail Section III, Page E-37 Function: Parks and Recreation #500 Department: Parks and Recreation #510 Program: Buildings and Facilities #571 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Other Operating Costs: 64101 Travel, Training and Conference - - - 6,300 6,300 3,300 64102 Dues, Licenses and Memberships - - - 4,109 4,109 4,109 64103 Mileage Reimbursement - - - 264 264 - 64201 Telephone - - - - 2,250 2,250 64202 Gas - - - 48,880 48,880 48,880 64203 Electric - - - 133,882 133,882 201,882 64204 Water and Sanitation - - - 28,384 28,384 28,384 64205 Trash and Recycling - - - 14,160 14,160 13,922 64206 Cellular and Paging - - - - 240 360 64401 Fleet Maintenance Charges - - - 7,908 7,908 7,908 64402 Equipment Replacement Charges - - - 38,143 38,143 78,625 64403 Washbay Charges - - - 1,560 1,560 1,248 64000 Total Other Operating Costs - - - 283,590 286,080 390,868 Capital Outlay: 66202 Building Improvements - - - 32,500 32,500 25,000 66404 Furniture and Fixtures - - - - - 15,000 66000 Total Capital Outlay - - - 32,500 32,500 40,000 60000 Total Expenditures -$ -$ -$ 1,040,903$ 1,026,139$ 1,002,130$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-38 Department:Parks and Recreation Program:Buildings and Facilities Account 2014 Number Account Name Justification Budget 61151 Overtime Wages Full Time 1,200 1,200$ Hardware 500$ Paint 1,000 Brushes, Rollers 711 Construction, Maintenance and Permanent Drywall 1,000 62204 Materials Lumber 2,000 5,211 Plumbing and Electrical Supplies and 62205 Materials Replacement Parts and Equipment 2,770 2,770 Contractors, Starters 2,500 Light Bulbs 1,000 62207 Electrical Wire, Conduit 2,121 5,621 62208 Mechanical - HVAC Replacement Parts, Filters, Glycol 2,770 2,770 Boiler Parts 1,000 Motors 3,000 62209 Mechanical - Other Pumps 6,000 10,000 62401 Gasoline 3,160 3,160 62402 Diesel 2,136 2,136 Hand Towels 3,000 Tissue 2,500 Toilet Paper 3,000 Aerosols 1,824 Chemicals 2,500 Hygiene 3,000 Refuges Supplies 2,183 62803 Janitorial, Custodial and Cleaning Supplies PPE and Other Safety (Gloves, signs, etc.)1,993 20,000 62805 Clothing and Uniforms Clothing and Uniforms 700 700 62806 Safety Materials and Supplies Supplies, Eye Protection, Gloves, PPE 500 500 62807 Consumable Tools/Small Equipment Miscellaneous Tools or Small Equipment 1,500 1,500 Aquarium 100 Locker Parts 450 62899 Other Miscellaneous Operating Supplies Other 1,500 2,050 62000 Total Commodities 56,418$ 63104 Engineering Services Miscellaneous Consulting 500$ 500 63304 Computer Services and Support Building Automation Updates 2,550 2,550 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-39 Department:Parks and Recreation Program:Buildings and Facilities Account 2014 Number Account Name Justification Budget Alarms - Fire $204.00 X 4 816 Intrusion $370.00X 4 1,480 63306 Security Services Miscellaneous Services 2,704 5,000 HVAC Repairs 5,000 Elevator 5,500 Building Inspections 2,000 Steam Boiler Repair & Parts 3,000 Piping Repairs 2,000 63501 R&M - Building and Facilities Fire Sprinkler 2,000 19,500 Acid Feeders, Chem Pump and Parts 3,000 63507 R&M - Machinery and Equipment Filtration Equip, Bosoter Pumps, Sanitation 2,600 5,600 Equipment Integration 1,654 Bearings, Belts 3,000 Cardio Equipment 3,000 Weight Machines 2,021 63549 R&M - Other Specialized Equipment Equipment Rentals 665 10,340 63551 Laundry and Cleaning Services Window Cleaner 1,188 1,188 Pest Control 3,660 Drain Care 1,500 Temp. Service 8 hrs X 52 wks X $17.50 7,280 Extreme Care 1,500 Fitness Systems 5,000 Contract Cleaning and Painting 9,500 63599 Other Maintenance Services Carpet Cleaning 4,500 32,940 63699 Other Miscellaneous Rentals Maintenance Closedown Week 1,500 1,500 63000 Total Contract Services 79,118$ 64101 Travel, Training and Conference Training, Master Electrician License 3,300$ 3,300 64102 Dues, Licenses and Memberships Membership, Dues 4,109 4,109 64201 Telephone Long distance/Heat Rec Alarm 2,250 2,250 64202 Gas $4,073.33 X 12 48,880 48,880 Heat Recovery Electric 68,000 64203 Electric $11,156.83 X 12 133,882 201,882 64204 Water and Sanitation $2,365.33 x 12 28,384 28,384 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page I-40 Department:Parks and Recreation Program:Buildings and Facilities Account 2014 Number Account Name Justification Budget Clean-up Week 500 Trash Service 9,500 Dumpster $840.50 X 4 3,362 64205 Trash Collection and Recycling Recycle $140 X 4 560 13,922 64206 Cellular and Paging Cell Phone Service 360 360 64401 Fleet Maintenance Charges 7,908 7,908 64402 Equipment Replacement Charges Annual Equipment Rental Charges 78,625 78,625 64403 Washbay Charges 1,248 1,248 64000 Total Other Operating Costs 390,868$ 66202 Building Improvements Parks Break Room 25,000$ 25,000 66404 Furniture and Fixtures Community Development Furniture 15,000 15,000 66000 Total Capital Outlay 40,000$ Town of Avon Line Item Detail Section III, Page E-41 Function: Parks and Recreation #500 Department: Parks and Recreation #510 Division/Program: Town Center West Maintenance #417 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Personnel: 61101 Regular Full-time Salaries 72,859$ 65,650$ 76,066$ 80,167$ 80,507$ 80,582$ 61106 Paid-out Leave - - 799 771 771 775 61121 PTS Wages 17,893 23,443 19,302 17,680 17,680 17,680 61122 PTS Bonuses - - 629 - 61151 Overtime Wages 193 2,551 2,389 3,600 3,600 3,600 61202 Ski Pass 2,479 - - 659 659 709 61301 FT Pension 4,888 5,456 8,757 8,903 8,903 8,949 61302 PTS Pension 678 843 808 708 708 708 61304 Employee Assistance Program 46 41 48 48 48 48 61401 FICA/Medicare 1,365 1,279 1,484 1,502 1,502 1,509 61501 Group Health and Life Insurance 9,558 16,729 25,435 27,917 27,917 30,353 61505 Long-term Disability Insurance 744 619 762 738 738 741 61506 Short-term Disability Insurance 317 287 344 - - - 61507 Dental Insurance 796 2,074 2,500 2,520 2,520 2,520 61509 Worker's Compensation 1,390 2,001 2,689 2,426 2,426 3,246 61510 Unemployment Insurance 196 263 311 309 309 310 61000 Total Personnel 113,402 121,236 142,323 147,948 148,288 151,730 Commodities: 62202 Sand and Gravel 891 650 203 650 650 650 62205 Plumbing and Electrical Materials and Supplies 2,626 2,730 3,186 3,000 3,000 3,000 62206 Landscaping and Plant Materials 4,099 4,789 4,129 4,700 4,700 4,700 62305 Chemicals 3,970 3,476 3,178 4,000 4,000 4,000 62401 Gasoline 1,791 2,046 1,789 2,600 2,600 2,600 62402 Diesel 2,440 1,152 2,225 3,133 3,133 3,133 62805 Clothing and Uniforms 910 928 916 980 980 980 62806 Safety Materials and Supplies 490 503 883 500 500 500 62807 Consumable Tools/Small Equipment 2,676 1,811 1,896 2,650 2,650 2,650 62899 Other Miscellaneous Operating Supplies 9,533 4,368 3,511 4,500 4,500 4,500 62000 Total Commodities 29,426 22,453 21,916 26,713 26,713 26,713 Contract Services: 63306 Security Services - - 480 - - - 63599 Other Maintenance Services - - 1,094 - - - 63999 Other Contract Services 7,812 13,931 15,384 14,450 14,450 22,650 63000 Total Contract Services 7,812 13,931 16,958 14,450 14,450 22,650 Other Operating Costs: 64201 Telephone - - 1,194 - - - 64202 Gas - - 1,474 - - - 64203 Electric 12,926 75,980 77,065 75,000 75,000 7,000 64401 Fleet Maintenance Charges 12,312 35,769 5,893 12,000 12,000 12,000 64402 Equipment Replacement Charges 5,055 16,540 18,199 18,232 18,232 15,624 64403 Washbay Charges 546 936 936 657 657 1,872 64905 Insurance Premiums - 4,201 4,063 - - - 64906 Insurance Deductibles - 5,000 - - - - 64000 Total Other Operating Costs 30,839 138,426 108,824 105,889 105,889 36,496 Town of Avon Line Item Detail Section III, Page E-42 Function: Parks and Recreation #500 Department: Parks and Recreation #510 Division/Program: Town Center West Maintenance #417 Original or Final Prev. Amend.Revised Proposed Account Actual Actual Actual Budget Budget Budget Number Account Description 2010 2011 2012 2013 2013 2014 Capital Outlay: 66499 Machinery and Equipment 5,985 5,991 5,794 5,700 5,700 7,500 66000 Total Capital Outlay 5,985 5,991 5,794 5,700 5,700 7,500 60000 Total Expenditures 187,464$ 302,037$ 295,815$ 300,700$ 301,040$ 245,089$ TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-43 Department:Public Works Program:Town Center West Maintenance Account 2014 Number Account Name Justification Budget 61121 PTS Wages 1,040hrs (26 weeks) X $17.00/hr.17,680$ 17,680 61151 Overtime Wages Overtime Demands FT 3,600 3,600$ 62202 Sand and Gravel Decorative Rock 650$ 650 62205 Plumbing & Electrical Supplies & Materials Irrigation Supplies 3,000 3,000 Compost & Mulch 1,250 Flowers, Trees, Shrubs & Sod 2,100 Sod 450 Seed 400 62206 Landscaping and Plant Materials Other/Vandalism 500 4,700 Fertilizer 400 Pesticide 300 62305 Chemicals Icemelt 3,300 4,000 62401 Gasoline Unleaded Fuel 2,600 2,600 62402 Diesel Diesel Fuel 3,133 3,133 Outerwear 200 62805 Clothing and Uniforms Work Clothing 780 980 62806 Safety Materials and Supplies Safety Supplies 500 500 Maintenance Tools 1,000 62807 Consumable Tools, Small Equipment Small Equipment 1,650 2,650 Misc. Supplies 500 Bollard Parts 1,500 62899 Other Miscellaneous Operating Supplies Holiday Lights: Replacement 2,500 4,500 62000 Total Commodities 26,713$ Tree Care (removal, pruning, spraying)5,650$ Weed Control (Lake Street/Mall Turf)3,150 Snow Removal Handwork 11,200 Asphalt Repair 1,200 Miscellaneous Repairs 1,200 63999 Other Contract Services Vandalism 250 22,650 63000 Total Contract Services 22,650$ 64203 Electrical Avon Station, Lettuce Shed Lane 7,000$ 7,000 TOWN OF AVON DETAILED BUDGET REQUESTS 2014 Section III, Page E-44 Department:Public Works Program:Town Center West Maintenance Account 2014 Number Account Name Justification Budget 64401 Fleet Maintenance Charges Annual Fleet Maintenance Charges 12,000 12,000 64402 Equipment Replacement Charges Annual Equipment Rental Charges 15,624 15,624 64403 Washbay Charges Annual Washbay Charges 1,872 1,872 64000 Total Other Operating Costs 36,496$ 66499 Machinery and Equipment Air Compressor 7,500$ 7,500 66000 Total Capital Outlay 7,500$ Section IV, Page 1 Department / Position Minimum Midpoint Maximum Minimum Midpoint Maximum Minimum Midpoint Maximum Assistant Town Manager 109,571 128,718 147,865 9,131 10,727 12,322 52.68 61.88 71.09 Finance Director 99,202 116,564 133,925 8,267 9,714 11,160 47.69 56.04 64.39 Police Chief 92,719 108,790 124,861 7,727 9,066 10,405 44.58 52.30 60.03 Recreation Director 90,761 106,711 122,661 7,563 8,893 10,222 43.64 51.30 58.97 Town Engineer 87,373 102,633 117,892 7,281 8,553 9,824 42.01 49.34 56.68 Transit Superintendent 82,377 96,882 111,386 6,865 8,073 9,282 39.60 46.58 53.55 Planning Manager 78,818 92,671 106,524 6,568 7,723 8,877 37.89 44.55 51.21 Fleet Manager 74,731 88,047 101,362 6,228 7,337 8,447 35.93 42.33 48.73 Road & Bridge Superintendent 74,592 87,461 100,330 6,216 7,288 8,361 35.86 42.05 48.24 Lieutenant 87,108 100,289 113,470 7,259 8,357 9,456 41.88 48.22 54.55 Finance Manager 77,992 89,820 101,647 6,499 7,485 8,471 37.50 43.18 48.87 IT Administrator 76,280 87,751 99,222 6,357 7,313 8,269 36.67 42.19 47.70 Building Official 71,410 84,931 98,452 5,951 7,078 8,204 34.33 40.83 47.33 Parks & Grounds Superintendent 70,357 80,760 91,163 5,863 6,730 7,597 33.83 38.83 43.83 Human Resources Generalist 68,044 78,086 88,127 5,670 6,507 7,344 32.71 37.54 42.37 Director of Economic Initiatives 65,000 75,000 85,000 5,417 6,250 7,083 31.25 36.06 40.87 Engineer II 58,493 67,267 76,041 4,874 5,606 6,337 28.12 32.34 36.56 Recreation Superintendent 56,016 65,813 75,610 4,668 5,484 6,301 26.93 31.64 36.35 Budget Analyst 57,559 74,659 74,659 4,797 5,509 6,222 27.67 31.78 35.89 Planner II 56,063 64,386 72,708 4,672 5,365 6,059 26.95 30.95 34.96 Special Events Supervisor 54,768 62,961 71,153 4,564 5,247 5,929 26.33 30.27 34.21 Guest Services Coordinator 45,543 52,382 59,220 3,795 4,365 4,935 21.90 25.18 28.47 Recreation Programs Coordinator 43,195 49,752 56,309 3,600 4,146 4,692 20.77 23.92 27.07 Aquatics Coordinator 41,377 47,603 53,829 3,448 3,967 4,486 19.89 22.89 25.88 Annual Monthly Hourly 2014 EXEMPT Pay Ranges Section IV, Page 2 Department / Position Minimum Midpoint Maximum Minimum Midpoint Maximum Minimum Midpoint Maximum Police Sergeant 67,111 77,723 88,334 5,593 6,477 7,361 32.26 37.37 42.47 Police Detective 58,639 67,488 76,337 4,887 5,624 6,361 28.19 32.45 36.70 Town Electrician 54,841 63,162 71,482 4,570 5,263 5,957 26.37 30.37 34.37 Police Officer 53,878 61,988 70,097 4,490 5,166 5,841 25.90 29.80 33.70 Help Desk Technician 51,741 59,498 67,255 4,312 4,958 5,605 24.88 28.60 32.33 Road and Bridge Operator II 50,028 57,509 64,990 4,169 4,792 5,416 24.05 27.65 31.25 Municipal Court Clerk 49,218 56,585 63,952 4,102 4,715 5,329 23.66 27.20 30.75 Administrative Services Officer - Police 49,078 56,341 63,603 4,090 4,695 5,300 23.60 27.09 30.58 Building Technician II 48,324 55,589 62,854 4,027 4,632 5,238 23.23 26.73 30.22 Mechanic II 48,324 55,589 62,854 4,027 4,632 5,238 23.23 26.73 30.22 Payroll Specialist 47,844 54,904 61,964 3,987 4,575 5,164 23.00 26.40 29.79 Parks and Grounds Supervisor 47,541 54,753 61,964 3,962 4,563 5,164 22.86 26.32 29.79 Human Resources Assistant 42,902 49,261 55,620 3,575 4,105 4,635 20.63 23.68 26.74 Building Technician I 42,792 49,217 55,641 3,566 4,101 4,637 20.57 23.66 26.75 Mechanic I 41,073 47,234 53,395 3,423 3,936 4,450 19.75 22.71 25.67 Police Officer Recruit 40,302 46,372 52,441 3,359 3,864 4,370 19.38 22.29 25.21 Accounting Assistant II 39,953 45,925 51,897 3,329 3,827 4,325 19.21 22.08 24.95 Maintenance Worker II 39,692 45,676 51,659 3,308 3,806 4,305 19.08 21.96 24.84 Mechanic's Helper 39,075 44,976 50,877 3,256 3,748 4,240 18.79 21.62 24.46 Bus Driver 38,413 44,248 50,082 3,201 3,687 4,174 18.47 21.27 24.08 Building Attendant 36,584 42,154 47,723 3,049 3,513 3,977 17.59 20.27 22.94 Lifeguard 29,859 34,341 38,822 2,488 2,862 3,235 14.36 16.51 18.66 Guest Services Attendant III 28,966 33,319 37,671 2,414 2,777 3,139 13.93 16.02 18.11 2014 NON-EXEMPT Pay Ranges Annual Monthly Hourly Section IV, Page 3 Administrative Assistant $15.00 to $19.00 Aquatics Lifeguard I $11.50 to $14.00 Community Relations Officer $30.00 to $38.00 Lifeguard II $17.00 to $20.50 Swim Coach $13.00 to $16.00 Master Swim Coach $17.00 to $21.00 Fitness Aerobics Instructor $23.50 Extra Duty Police Officer $57.00 High Visibility Grant Guest Services Leaf Grant (Cabin, Childcare, Front Desk) CDOT Grant Guest Services Attendant I $11.50 to $14.00 Guest Services Attendant II $17.00 to $20.50 Click-It or Ticket Eagle River Youth Coalition Parks & Grounds Maintenance Worker I $10.00 to $14.00 Field Training Officer Maintenance Worker II $16.00 to $19.50 Special Events Worker $16.00 to $19.50 Transit Recreation Programs Bus Driver **$17.00 (Aquatics, Adult, Youth, Day Camp, After School, Sports) Program Instructor I $13.00 to $15.50 Bus Driver **$18.00 Program Instructor II $17.00 to $20.50 Sports Program Referee $17.00 to $21.00 Bus Driver **$19.00 Lead Driver $20.00 Other Overnight Trip Counselor (24 hours) Maintenance Worker - Bus Washer $16.00 to $19.50 Boot Camp Instructor Dance Instructor Martial Arts Instructor Men's Fitness Personal Trainer Program Instructor Seminar Instructor Swim Coach Tennis Instructor Pay Range $109.00 / 24-hour shift 75% of Registration Fees Administrative Pay Range Pay Range $2.00 additional/hr $50.00 2014 Part-Time Pay Ranges Parks & Recreation Pay Range Police $55.00 Personnel Schedule Full-time Equivalent Employees Section IV, Page 4 2008 2009 2010 2011 2012 2013 2014 Department/Position Actual Actual Actual Actual Actual Actual Proposed General Government: Town Manager / Acting Town Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Asst Town Manager / Dir Admin Svc 1.00 1.00 1.00 1.00 - 1.00 1.00 HR Generalist 1.00 1.00 1.00 1.00 1.00 1.00 1.00 HR Assistant 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Community Relations Officer 0.75 0.75 0.75 0.75 0.75 0.75 0.75 Municipal Court Clerk 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Total General Government 5.75 5.75 5.75 5.75 4.75 5.75 5.75 Finance Department Finance Director 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Finance Manager - - 1.00 1.00 1.00 1.00 1.00 Budget Analyst - - 1.00 1.00 1.00 1.00 1.00 Payroll Specialist 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Accounting Assistant I-II 2.00 2.00 2.00 2.00 2.00 2.00 2.00 IT Administrator 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Help Desk Technician 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Total Finance 7.00 7.00 8.00 8.00 8.00 8.00 8.00 Community Development Community Development Director 1.00 1.00 1.00 1.00 - - - Building Official 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Building Inspector 1.00 - - - - - - Building Permit Technician 0.75 0.75 0.75 - - - - Planning Manager 1.00 1.00 1.00 - - - 1.00 Senior Planner - - - - - 1.00 - Planner I-II 2.00 2.00 2.00 2.00 2.00 1.00 1.00 GIS Programmer / Analyst 1.00 1.00 1.00 1.00 1.00 - - Code Enforcement Officer 1.00 - - - - - - Economic Initiatives Director - - - - - - 1.00 Total Community Development 8.75 6.75 6.75 5.00 4.00 3.00 4.00 Police Department Police Chief 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Police Lieutenant 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sergeant 3.00 3.00 3.00 3.00 3.00 3.00 3.00 Administrative Services Supervisor 2.00 2.00 2.00 - - - - Administrative Services Officer - - - 2.00 2.00 2.00 2.00 Investigator/Detective 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Officer 13.00 13.00 13.00 12.00 12.00 12.00 12.00 Police Service Officer - 1.00 1.00 - - - - Total Police Department 21.00 22.00 22.00 20.00 20.00 20.00 20.00 Public Works Department: Administration Director 0.40 0.40 0.40 0.40 0.40 - - Administrative Assistant II 0.50 0.50 - - - - - 0.90 0.90 0.40 0.40 0.40 - - Road & Bridge Superintendent 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Maintenance Supervisor 1.00 1.00 1.00 1.00 1.00 1.00 - Master Electrician 0.50 0.50 0.50 0.50 0.50 - - Operator I - II 7.00 7.00 6.00 6.00 5.00 6.00 6.00 9.50 9.50 8.50 8.50 7.50 8.00 7.00 Total Public Works 10.40 10.40 8.90 8.90 7.90 8.00 7.00 REPORT TO AVON LIQUOR LICENSING AUTHORITY To: Avon Liquor Licensing Authority From: Patty McKenny, Town Clerk/Asst. Town Manager Date: October 15, 2013 Re: Report of Changes for Avon Properties Leasing, LLC d/b/a Village Warehouse Wines The Town Council serving as the Local Liquor Authority will consider and is asked to act upon a Report of Changes in Ownership for Avon Properties Leasing, LLC d/b/a Village Warehouse Wines. The appropriate paperwork was completed & is attached. The application requires both local and state approval of the changes. Both the Colorado Liquor Code, §12-47-301, Licensing in General, and Colorado Liquor Rules Regulation 47-304, Transfer of Ownership and Changes in Licensed Entities, states that a licensee shall report each transfer or change of financial interest in the license to the state licensing authority and, for retail licenses, to the local licensing authority, within thirty days after the transfer or change. A report shall be required for transfers of capital stock of a public corporation; except that a report shall not be required for transfers of such stock totaling less than ten percent in any one year, but any transfer of a controlling interest shall be reported regardless of size. It is unlawful for the licensee to fail to report a transfer required by this subsection (8). Such failure to report shall be grounds for suspension or revocation of the license. The attached Report of Changes application reflects a change in ownership with Jim Valerio selling interests in Avon Properties Leasing LLC to Avon Retail Holdings, LLC, as represented in the attached documents. The table below reflects the total ownership interests for this report of changes: Current Ownership New Ownership Cuccia 18.01% 17.52% Ireland 2.54% 82.48% Valeria 79.46% 0 100% 100% The Avon Police Department report shows there has been no activity on Mr. Ireland’s background based on a “name search only” from the Colorado Bureau of Investigation. Please note the full CBI report has not yet been completed as there have been some delays from CBI due to a backlog of requests in this regard. It is suggested that the application be processed by the local authority and forwarded to the State of Colorado since the initial report showed no history and there is likely to be nothing further at this time. Attachments:  Report of Changes (Form DR 8177)  Individual History Records (DR 8404-i)  Promissory Note  Agreement for Purchase and Sale of interests in Avon Properties Leasing, LLC  Revised Operating Agreement Avon Retail Holdings, LLC  Colorado Liquor Rules 47-304 Transfer of Ownership & Changes in Licensed Entities Personnel Schedule Full-time Equivalent Employees Section IV, Page 5 2008 2009 2010 2011 2012 2013 2014 Department/Position Actual Actual Actual Actual Actual Actual Proposed Engineering Department Town Engineer 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Project Engineer 1.00 1.00 1.00 2.00 1.00 - - Engineer I-III 1.00 1.00 1.00 - - 1.00 1.00 Administrative Assistant II 1.00 0.75 - - - - - Total Engineering 4.00 3.75 3.00 3.00 2.00 2.00 2.00 Transportation Director 0.50 0.50 0.50 0.35 0.35 - - Administrative Assistant I-II 0.50 0.50 - - - - - Transit Superintendent 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Transit Foreman 1.00 1.00 - - - - - Bus Driver 11.00 5.00 3.00 3.00 3.00 3.00 3.00 Total Transportation 14.00 8.00 4.50 4.35 4.35 4.00 4.00 Fleet Maintenance Director 0.10 0.10 0.10 0.25 0.25 - - Fleet Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Accounting Assistant I-II 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Mechanic Helper 1.00 1.00 1.00 - - 1.00 1.00 Lead Mechanic 1.00 1.00 1.00 - - - - Mechanic I-II 8.00 9.00 9.00 7.00 5.00 5.00 5.00 Total Fleet Maintenance 12.10 13.10 13.10 9.25 7.25 8.00 8.00 Recreation Department Director 1.00 1.00 1.00 1.00 1.00 - 1.00 Recreation Superintendent / Interim Director 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Guest Services Coordinator 1.00 1.00 1.00 - 1.00 1.00 1.00 Administrative Assistant - - - 1.00 1.00 - - Recreation Program Coordinator 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Special Events Supervisor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Rec Coordinator/Adult Youth Coord 1.00 - - - - - - Aquatics Coordinator - - 1.00 1.00 1.00 1.00 1.00 Senior Lifeguard 4.00 3.00 2.00 2.00 2.00 2.00 2.00 Guest Services Attendant III 1.00 1.00 - 1.00 1.00 - 1.00 11.00 9.00 8.00 9.00 10.00 7.00 9.00 Building Maintenance Superintendent 0.50 0.50 0.25 0.25 0.25 - - Maintenance Supervisor - - - - - - - Master Electrician 0.50 0.50 0.50 0.50 0.50 1.00 1.00 Maintenance Supervisor 1.00 1.00 1.00 1.00 1.00 - - Maintenance Tech Supervisor 1.00 1.00 1.00 - - - - Building Technician I - II 1.00 1.00 1.00 1.00 1.00 2.00 2.00 Building Attendant 8.00 6.00 5.00 3.00 3.00 3.00 3.00 12.00 10.00 8.75 5.75 5.75 6.00 6.00 Parks & Grounds Superintendent 0.50 0.50 0.75 0.75 0.75 1.00 1.00 Maintenance Supervisor 2.00 2.00 2.00 2.00 2.00 2.00 2.00 Maintenance Worker II 6.00 5.00 5.00 5.00 5.00 6.00 6.00 8.50 7.50 7.75 7.75 7.75 9.00 9.00 Total Recreation 31.50 26.50 24.50 22.50 23.50 22.00 24.00 Total Full-time Employees 114.50 103.25 96.50 86.75 81.75 80.75 82.75