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Conditions Survey and Blight Renewal Plan AgreementCONDITIONS SURVEY AGREEMENT This Conditions Survey Agreement (this “Agreement”) dated as of December ___, 2006 is by and between the TOWN OF AVON, COLORADO, a Colorado municipal corporation (the “Town”), MATRIX DESIGN GROUP, INC., a Colorado corporation (“Matrix”), and LELAND CONSULTING GROUP, INC., a Colorado corporation (“Leland”) (Matrix and Leland are collectively the “Consultant”). WHEREAS, the Town is a municipal corporation and political subdivision of the State of Colorado and is interested in determining whether there is any basis for the creation of an urban renewal authority pursuant to Colo. Rev. Stat. § 31-25-104; and WHEREAS, the Town seeks to commission a conditions survey to determine whether a portion of Avon, Colorado, is a “blighted area” as defined in C.R.S. § 31-25-103(2) (the “Conditions Survey”); and WHEREAS, the Town desires to retain a consultant that is experienced in the performance of conditions surveys with proven capability and experience to provide the services set forth in this Agreement; WHEREAS, if the Conditions Survey establishes the presence of blight, the Town will desire to commission an urban renewal plan (the “Urban Renewal Plan”); and WHEREAS, Consultant has represented that it possesses such experience and capability to perform a Conditions Survey and prepare the Urban Renewal Plan. NOW, THEREFORE, for good and valuable consideration as set forth in this Agreement, the parties agree as follows: PURPOSE. The purpose of this Agreement is to set forth the terms and conditions under which Consultant will perform the Conditions Survey for the Town during the term of this Agreement, as more fully described herein, and prepare an urban renewal plan if directed to do so. TERM. The term of this Agreement shall commence as of the date hereof and Consultant shall complete the Conditions Survey, as defined below, by May 15, 2007. The Town shall have the right to terminate this Agreement in the event that the Town Council of the Town does not appropriate, budget, or otherwise make funds available for the purpose of extending this Agreement past the current calendar year, or in the event that any court of competent jurisdiction determines that any extension of this Agreement, or any provision of the Agreement, is in violation of Section 20, Article X of the Colorado Constitution. Any such termination shall not be considered a breach of this Agreement or any extension thereof. In addition, the Town may terminate this Agreement or any renewal thereof, for its convenience, without cause, by giving written notice to Consultant ten (10) days in advance of the effective date of such termination. In the event of such termination notice, Consultant shall cease work and the Town shall compensate Consultant for its services rendered to the date of such notice. SCOPE OF SERVICES FOR CONDITIONS SURVEY. Consultant shall be responsible for the supervision, labor, materials, equipment, and services to provide an initial conditions survey within the Town to determine if there is a “blighted area” as defined in C.R.S. § 31-25-103(2) (the “Conditions Survey”). The Conditions Survey shall focus on a 450 acre area within the Town which is referred to as blocks 1 and 2 of the Benchmark at Beaver Creek subdivision, the Confluence subdivision, and the northeast corner of the Nottingham Station subdivision, which are all identified as the “Urban Renewal Area” depicted on Exhibit A attached hereto and hereby incorporated by reference (the “Survey Area”). The Conditions Survey shall include, at a minimum, the following components: Consultant shall prepare maps to document the location of properties and areas within and surrounding the Survey Area to reflect conditions, alternatives, and findings related to the Conditions Survey, and, if applicable, to an urban renewal plan (the “Urban Renewal Plan”) for the Survey Area. Consultant shall collect additional information related to the properties within and adjacent to the Survey Area, including public facilities, parcelization, utilization of sites, ownership patterns, street layout, and physical condition of structures. Such collection of additional information shall be based on property observations, information provided by the Town and from key property owners, and from research of public records. Consultant shall conduct a detailed on-site field survey of the Survey Area to identify and document conditions that meet the criteria of a “blighted area” as defined by C.R.S. § 31-25-103, including the following eleven factors: Slum, deteriorated, or deteriorating structures; Predominance of defective or inadequate street layout; Faulty lot layout in relation to size, adequacy, accessibility, or usefulness; Unsanitary or unsafe conditions; Deterioration of site or other improvements; Unusual topography or inadequate public improvements or utilities; Defective or unusual conditions of title rendering the title non-marketable; The existence of conditions that endanger life or property by fire or other causes; Buildings that are unsafe or unhealthy for persons to live or work in because of building code violations, dilapidation, deterioration, defective design, physical construction, or faulty or inadequate facilities; Environmental contamination of buildings or property; and The existence of health, safety, or welfare factors requiring high levels of municipal services or substantial physical underutilization or vacancy of sites, buildings, or other improvements. Factors a-k are referred to herein as “Blight Factors.” Such on-site field survey shall include identifying and documenting conditions of blight associated with Blight Factors a-f, and k above. Such on-site survey shall also include interviews with appropriate Town staff, building managers of buildings in the Survey Area, and owners in the Survey Area in order to incorporate specific information related to conditions of blight in the Survey Area described in Blight Factors g-j above. Consultant shall prepare a draft report to document and illustrate the Blight Factors present within the Survey Area. Such draft report shall respond directly to the Blight Factors and shall address, at a minimum, the following key issue: The extent to which the Survey Area constitutes a social or economic liability for the Town, i.e. whether “the Survey Area’s present condition and use, and by reason of the presence of at least four Blight Factors, substantially impairs or arrests the sound growth of the Town, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare.” Such draft report shall include a series of maps illustrating the location of specific blighting conditions, representative photos illustrating such conditions, a bibliography of reports and reference materials, and a property inventory. Upon receipt of comments to the initial report by Town officials, the Consultant shall revise the draft report and prepare a final report for consideration by the Town Board. Consultant shall present in person, if requested by the Town, the final report. Such final report shall include, at a minimum, the following documents: Draft and Final Conditions Report. Conditions Maps Photographic Presentation of the Physical Condition of the Survey Area, and Base Maps. All reports, analyses, written products, and other materials prepared for the Town pursuant to this Agreement shall become and remain the property of the Town. SCOPE OF SERVICES FOR THE URBAN RENEWAL PLAN. Consultant shall be responsible for the supervision, labor, materials, equipment, and services to prepare and provide the Urban Renewal Plan upon completion of the Conditions Survey, the finding of a blighted area, and upon receipt of written direction from the Town to proceed with the preparation of an Urban Renewal Plan. The Urban Renewal Plan shall include, at a minimum, the following components: Urban Renewal Plan Alternatives and Impact Analysis, which shall include draft redevelopment plan concepts and alternatives, and an analysis of those alternatives, including the capacity of the Survey Area to accommodate various levels of revitalization, opportunities and constraints associated with parcel size and street networks, and projected market conditions. Feasibility Test, which shall include preliminary conclusions regarding the feasibility of alternatives prepared during the task described in 4.1(a) above, selection of catalyst projects within the Survey Area, and a final preferred plan based on discussions with Town officials. The Feasibility Test shall include testing of concepts through the development of pro-formas designed to quantify potential operating income, value, and any potential financial “gaps.” Consultant shall also summarize implications of the final preferred plan relative to short and long term objectives for the Survey Area and community, actions required to make the Urban Renewal Plan a reality, needs for any public improvements, any regulatory concerns, and the potential for partnerships between public and private entities. Tax Increment Analysis, which shall estimate the tax increment potential (for both property tax and sales tax) within the Urban Renewal Plan area and contain supporting impact documentation for the Town, Eagle County, or any other taxing body as required by Colorado statutes. Consultant shall also assist the Town in discussions with other taxing entities as necessary. Urban Renewal Plan document, which shall reflect community goals, market and social opportunities, and redevelopment benefits. Such document shall also include urban design principles and objectives with feasible application in the Survey Area, as well as identify the financial feasibility of potential projects in the Survey Area and include strategies for implementing the Urban Renewal Plan and projects within its boundaries. Such document shall include a concept plan map to graphically present the Urban Renewal Plan within the Town, and through maps, photos, and other graphics, demonstrate the vision for the Urban Renewal Area and communicate the Urban Renewal Plan concept to the general public and Town officials. Such document shall also include, at a minimum, the following: Urban Renewal Plan Map, Tax Increment Financing Analysis, County Impact Report, and Draft and Final Urban Renewal Plan. Urban Renewal Area Legal Description, which shall describe the boundary of the geographic area proposed as the final Urban Renewal Area. Such Legal Description shall be part of the Urban Renewal Plan document and shall comply with all necessary public notification processes. The Town shall be responsible for the preparation of the Legal Description by a licensed surveyor, and shall provide the completed Legal Description to Consultant for inclusion in the Urban Renewal Plan. Additional On-Site Meetings, which shall include meetings with appropriate elected or appointed boards and various stakeholder audiences (at least three meetings). In the event the Conditions Survey finds that sufficient conditions do not exist to support the designation of a “blighted area” as defined in C.R.S. § 31-25-103(2) or in the event the “blighted area” is so small as to make redevelopment economically impractical, then the provisions of this Section 4 and the provision of Section 5.2 shall be void and of no further effect. COMPENSATION. In consideration of Consultant’s performance of the services described under Section 3 during the term of this Agreement, the Town agrees to pay Consultant a lump sum of $24,500.00. In consideration of Consultant’s performance of the services described under Section 4 during the term of this Agreement, the Town agrees to pay Consultant a lump sum of $22,500.00. For performance of any services specifically requested by Town, which are not part of the services described in Sections 3 or 4, Town shall pay Consultant’s standard billable hourly rates (“Extra Work”). Prior to performing any such Extra Work, Consultant shall provide a good faith estimate of the costs of such Extra Work and Town shall approve such estimate and the performance of such Extra Work. Consultant’s current rates for Extra Work are $225/hour for principals and $95/hour for senior associates. Consultant shall bill its charges for the services rendered to the Town as follows: For services rendered and payable under Section 5.1 or 5.2, Consultant shall provide invoices to Town specifying what items in Sections 3 and 4 have been completed, and bill those items as a percentage of total work to be completed under the relevant Section. Town shall pay such invoices within forty-five (45) days of receipt. Invoices shall be mailed to: Town of Avon, Colorado 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Finance Director NOTICES. All notices or other communications between the parties shall be directed to the following: Town: Town of Avon, Colorado 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Manager Blight Surveyor: Matrix Design Group, Inc. 1601 Blake Street, #200 Denver, CO 80202 Attn: Ken Schroeppel SERVICES NON-EXCLUSIVE. This Agreement is non-exclusive and the Town may engage others or use others to perform various services of the same or similar nature, including on projects or for specific assignments upon which the Consultant is working. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract its rights or obligations hereunder without the prior express written consent of the Town. Any attempt to do so without such consent shall be null and void and shall give the Town the right to cancel and terminate this Agreement. INSURANCE REQUIREMENTS. The Consultant shall provide to the Town, at its own cost and expense, proof of the insurance required by this Section 9. Such insurance shall be obtained from financially responsible companies, licensed in the State of Colorado, and acceptable to the Town. Prior to cancellation of or material change in any required policy, a minimum of thirty (30) days’ prior written notice shall be given to the Purchasing Division of the Town by means of registered mail, return receipt requested. Required Coverages: Worker’s Compensation in accordance with the Worker’s Compensation Act of the State of Colorado. Commercial general liability insurance, with minimum limits of ONE MILLION DOLLARS ($1,000,000.00), per occurrence, plus an additional amount sufficient to pay related attorneys’ fees and defense costs. A certified copy of any required policy shall be provided to the Town at its request. The parties hereto understand and agree that the Consultant is self-insured for professional liability and errors or omissions. The parties hereto understand and agree that the Town does not waive or intend to waive the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Colo. Rev. Stat. §§ 24-10-101, et. seq., as from time to time amended, or otherwise available to the Town, its officers, or employees. PUBLIC CONTRCT—COMPLIANCE WITH C.R.S. § 8-17.5-101. In connection with this Agreement, Consultant qualifies as a “contractor” pursuant to Colo. Rev. Stat. § 8-17.5-101(2), and Consultant certifies that, as of the date of this Agreement: (i) Consultant does not knowingly employ or contract with an illegal alien; and (ii) Consultant has participated or attempted to participate in the Basic Pilot Program (as defined in Colo. Rev. Stat. § 8-17.5-101(1) in order to verify that Consultant does not employ any illegal aliens. In compliance with Colo. Rev. Stat. § 8-17.5-102(2), the provisions set forth in Exhibit B to this Agreement are hereby incorporated herein and made a part hereof. GOVERNING LAW. This Agreement shall be governed by the laws of the United States of America and the State of Colorado. ENTIRE AGREEMENT; AMENDMENTS. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, among the parties hereto. This Agreement may be amended only by written agreement by the parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officials to place their hands and seals upon this Agreement as of the day and year first above-stated. Attest: By: Patty McKenny, Town Clerk Approved: By: Scott C. Wright, Finance Director TOWN: TOWN OF AVON, COLORADO By: Larry Brooks, Town Manager  Approved as to Form: By: John Dunn, Town Attorney    CONSULTANT: MATRIX DESIGN GROUP, INC. a Colorado corporation By: Name: Title: LELAND CONSULTING GROUP, INC. a Colorado corporation By: Name: Title:   EXHIBIT A SURVEY AREA (see attached) EXHIBIT B Consultant shall not: knowingly employ or contract with an illegal alien to perform work described in the Conditions Survey Agreement (the “Work”); or enter into a contract with a subcontractor that fails to certify to the Town that the subcontractor shall not knowingly employ or contract with an illegal alien to perform the Work. Consultant: has verified or attempted to verify through participation in the Basic Pilot Program that it does not employ any illegal aliens or shall apply to participate in the Basic Pilot Program every three months until Consultant is accepted or until completion of this engagement, whichever is earlier; shall not use Basic Pilot Program procedures to undertake pre-employment screening of job applicants while performing the Work; shall be required (only if Consultant obtains actual knowledge that a subcontractor performing the Work knowingly employs or contracts with an illegal alien): to notify the subcontractor and the Town within three days that Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of this subparagraph (c) the subcontractor does not stop employing or contracting with the illegal alien; except that Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien; and shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that such department is undertaking pursuant to Colo. Rev. Stat. § 8-17.5-102(5).