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TC Packet 05-09-2017 TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, MAY 9, 2017 AVON TOWN COUNCIL REGULAR MEETING BEGINS AT 4:00 PM AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON TOWN HALL, ONE LAKE STREET _______________________________________________________________________________ MEETING AGENDAS & PACKETS ARE FOUND AT: HTTP://WWW.AVON.ORG AGENDAS ARE POSTED AT AVON TOWN HALL, RECREATION CENTER, & AVON PUBLIC LIBRARY IF YOU HAVE ANY SPECIAL ACCOMMODATION NEEDS, PLEASE, IN ADVANCE OF THE MEETING, CALL TOWN CLERK DEBBIE HOPPE AT 970-748-4001 OR EMAIL DHOPPE@AVON.ORG WITH ANY SPECIAL REQUESTS. Page 1 of 4 AVON TOWN COUNCIL REGULAR MEETING BEGINS AT 4:00 PM (SEE AGENDA BELOW) AVON LIQUOR LICENSING AUTHORITY MEETING BEGINS AT 5:00 PM (SEE SEPARATE AGENDA PAGE 4) 1. CALL TO ORDER & ROLL CALL 2. APPROVAL OF AGENDA 3. MEETING PROCEDURES FOR THE MEETING OF MAY 9, 2017 3.1. ACTION ITEMS • PRESENTATION OF ITEM • PUBLIC COMMENT – THREE (3) MINUTE LIMIT ALLOWED TO EACH PERSON WISHING TO SPEAK, UNLESS MAJORITY OF COUNCIL AGREES TO A LONGER TIME • COUNCIL DISCUSSION • MOTION • COUNCIL DISCUSSION • VOTE 3.2. WORK SESSION AND PRESENTATIONS • PRESENTATION OF ITEM • COUNCIL DISCUSSION • PUBLIC COMMENT – THREE (3) MINUTE LIMIT ALLOWED TO EACH PERSON WISHING TO SPEAK, UNLESS MAJORITY OF COUNCIL AGREES TO A LONGER TIME • COUNCIL DIRECTION 4. EXECUTIVE SESSION EXECUTIVE SESSION FOR THE PURPOSE OF RECEIVING LEGAL ADVICE UNDER C.R.S. §24-6-402(2)(B) AND FOR THE PURPOSE OF DETERMINING POSITIONS RELATIVE TO MATTERS THAT MAY BE SUBJECT TO NEGOTIATIONS UNDER C.R.S. §24-6-402(2)(E) RELATED TO THE EAGLEBEND AFFORDABLE HOUSING CORPORATION REFINANCING (TOWN ATTORNEY ERIC HEIL) 5. PUBLIC COMMENT – COMMENTS ARE WELCOME ON ITEMS NOT LISTED ON THE FOLLOWING AGENDA* - THREE (3) MINUTE LIMIT ALLOWED TO EACH PERSON WISHING TO SPEAK, UNLESS MAJORITY OF COUNCIL AGREES TO A LONGER TIME 6. TOWN OF AVON WEBSITE REDESIGN PRESENTATION (COMMUNICATIONS MANAGER LIZ WOOD) (10 MINUTES) TOWN OF AVON MEETINGS FOR TUESDAY, MAY 9, 2017 AVON TOWN COUNCIL REGULAR MEETING BEGINS AT 4:00 PM AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON TOWN HALL, ONE LAKE STREET _______________________________________________________________________________ MEETING AGENDAS & PACKETS ARE FOUND AT: HTTP://WWW.AVON.ORG AGENDAS ARE POSTED AT AVON TOWN HALL, RECREATION CENTER, & AVON PUBLIC LIBRARY IF YOU HAVE ANY SPECIAL ACCOMMODATION NEEDS, PLEASE, IN ADVANCE OF THE MEETING, CALL TOWN CLERK DEBBIE HOPPE AT 970-748-4001 OR EMAIL DHOPPE@AVON.ORG WITH ANY SPECIAL REQUESTS. Page 2 of 4 7. FINANCE DEPARTMENT PRESENTATION (ASSISTANT TOWN MANAGER SCOTT WRIGHT) (15 MINUTES) 8. ACTION ITEMS 8.1. PRESENTATION OF THE 2016 TOWN AUDIT AND MOTION TO ACCEPT (ASSISTANT TOWN MANAGER SCOTT WRIGHT, MCMAHAN & ASSOC., CPAS) (20 MINUTES) 8.2. RESOLUTION 17-06 TO AMEND THE 2017 TOWN OF AVON GENERAL FUND BUDGET (ASSISTANT TOWN MANAGER SCOTT WRIGHT) (15 MINUTES) 8.3. RESOLUTION 17-08 APPROVING THE EXPENDITURE OF COMMUNITY ENHANCEMENT FUNDS (ASSISTANT TOWN MANAGER SCOTT WRIGHT) (10 MINUTES) 9. WORK SESSION 9.1. EAGLE COUNTY SCHOOLS WORK SESSION (40 MINUTES) 9.2. SINGLE–USE SHOPPING BAG AND POLYSTYRENE FOAM FOOD SERVICE WARE REDUCTION (EXECUTIVE ASSISTANT TO THE TOWN MANAGER PRESTON NEILL) (30 MINUTES) 10. ACTION ITEMS 10.1. RESOLUTION 17-09 IN SUPPORT OF CAREERWISE FOR EAGLE COUNTY (ERIK WILLIAMS, DIRECTOR OF COMMUNITY DEVELOPMENT, VAIL VALLEY PARTNERSHIP) (5 MINUTES) 10.2. PUBLIC HEARING EMERGENCY ORDINANCE 17-07, ACCEPTING A DONATION OF THE EAGLEBEND PROPERTY, AUTHORIZING THE CONVEYANCE OF SUCH REAL PROPERTY, AND APPROVING A PROJECT AGREEMENT (TOWN ATTORNEY ERIC HEIL) (45 MINUTES) 10.3. REVIEW AND ACTION TO FUND ONE OR MORE 2017 SUMMER MULTIMODAL TRANSPORTATION PLAN PROGRAMS (TRANSPORTATION DIRECTOR EVA WILSON) (30 MINUTES) 10.4. REVIEW AND ACTION ON THE TOWN OF AVON AD HOC SPECIAL EVENTS COMMITTEE RECOMMENDATION FOR SUPPORT AND FUNDING, IF NEEDED, OF UP TO TWO MAJOR MUSIC CONCERTS AT THE AVON PAVILION IN AUGUST AND/OR SEPTEMBER OF 2017 (TOWN MANAGER VIRGINIA EGGER) (25 MINUTES) 10.5. CONSENT AGENDA (5 MINUTES) 10.5.1. APPROVAL OF RESOLUTION 17-07 SETTING THE LOCATIONS AND NUMBER OF FOOD TRUCKS (EXECUTIVE ASSISTANT TO THE TOWN MANAGER PRESTON NEILL) 10.5.2. APPROVAL OF AN AGREEMENT BETWEEN THE TOWN OF AVON AND MILLSMORE, LLC FOR THE GRANT OF A REVOCABLE ENCROACHMENT LICENSE TO INSTALL, CONSTRUCT, AND MAINTAIN LANDSCAPE AND PARKING IMPROVEMENTS ON TOWN-OWNED RIGHT-OF-WAY AND PROPERTY (TOWN ATTORNEY ERIC HEIL) 10.5.3. APPROVAL OF MINUTES FROM APRIL 25, 2017 MEETING (TOWN CLERK DEBBIE HOPPE) TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, MAY 9, 2017 AVON TOWN COUNCIL REGULAR MEETING BEGINS AT 4:00 PM AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON TOWN HALL, ONE LAKE STREET _______________________________________________________________________________ MEETING AGENDAS & PACKETS ARE FOUND AT: HTTP://WWW.AVON.ORG AGENDAS ARE POSTED AT AVON TOWN HALL, RECREATION CENTER, & AVON PUBLIC LIBRARY IF YOU HAVE ANY SPECIAL ACCOMMODATION NEEDS, PLEASE, IN ADVANCE OF THE MEETING, CALL TOWN CLERK DEBBIE HOPPE AT 970-748-4001 OR EMAIL DHOPPE@AVON.ORG WITH ANY SPECIAL REQUESTS. Page 3 of 4 11. WORK SESSION UPDATE ON AVON RECREATIONAL TRAILS ADVISORY GROUP RECOMMENDATIONS FOR NEW TRAIL DEVELOPMENT (PLANNING DIRECTOR MATT PIELSTICKER) (15 MINUTES) 12. MAYOR & COUNCIL COMMENTS & MEETING UPDATES (10 MINUTES) 13. ADJOURNMENT _________________________________________________________________________ *Public Comments: Council agendas shall include a general item labeled “Public Comment” near the beginning of all Council meetings. Members of the public who wish to provide comments to Council greater than three minutes are encouraged to schedule time in advance on the agenda and to provide written comments and other appropriate materials to the Council in advance of the Council meeting. The Mayor may permit public comments during any agenda item provided that such invitation does not hinder the ability of Council to conduct official Town business in an efficient manner. For matters which may involve substantial public comment by numerous members of the public, the Mayor or Council may propose limiting public comment to no less than three minutes per individual, which limitation on public comment must be approved by a majority of the quorum present. Article VI. Public Comments, Avon Town Council Simplified Rules of Order, Adopted by Resolution No. 17-05. TOWN OF AVON MEETINGS FOR TUESDAY, MAY 9, 2017 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON TOWN HALL, ONE LAKE STREET _______________________________________________________________________________ MEETING AGENDAS & PACKETS ARE FOUND AT: HTTP://WWW.AVON.ORG AGENDAS ARE POSTED AT AVON TOWN HALL, RECREATION CENTER, & AVON PUBLIC LIBRARY IF YOU HAVE ANY SPECIAL ACCOMMODATION NEEDS, PLEASE, IN ADVANCE OF THE MEETING, CALL TOWN CLERK DEBBIE HOPPE AT 970-748-4001 OR EMAIL DHOPPE@AVON.ORG WITH ANY SPECIAL REQUESTS. Page 4 of 4 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT – COMMENTS ARE WELCOME ON ITEMS NOT LISTED ON THE FOLLOWING AGENDA 4. PUBLIC HEARING SPECIAL EVENTS PERMIT 4.1. APPLICANT NAME: WALKING MOUNTAINS SCIENCE CENTER EVENT NAME: TASTE OF NATURE GALA EVENT DATES: JULY 12, 2017; 5:00 PM UNTIL 11:00 PM LOCATION: WALKING MOUNTAINS SCIENCE CENTER EVENT MANAGER: TERRI SCALES PERMIT TYPE: MALT, VINOUS & SPIRITUOUS LIQUOR 4.2. APPLICANT NAME: BRAVO! VAIL MUSIC FESTIVAL EVENT NAME: BRAVO! VAIL SOIREE EVENT DATE: JUNE 23, 2017; 11:00 AM UNTIL 11:00 PM LOCATION: 108 PRIMROSE EVENT MANAGER: MELISSA MEYERS PERMIT TYPE: MALT, VINOUS & SPIRITUOUS LIQUOR 4.3. APPLICANT NAME: EAGLE VALLEY HUMANE SOCIETY EVENT NAME: RIDE AVON FIRST EVENT DATE: MAY 20, 2017; 1:00 PM UNTIL 7:00 PM LOCATION: NOTTINGHAM PARK EVENT MANAGER: CHAR GONSENICA PERMIT TYPE: MALT, VINOUS & SPIRITUOUS LIQUOR 5. MINUTES FROM APRIL 25, 2017 6. ADJOURNMENT TOWN OF AVON, COLORADO AVON LIQUOR LICENSING AUTHORITY MEETING MINUTES FOR TUESDAY, APRIL 25, 2017 AVON TOWN HALL, ONE LAKE STREET Page 1 1. CALL TO ORDER AND ROLL CALL Chairman Fancher called the meeting to order at 5:03 p.m. A roll call was taken and Board members present were Megan Burch, Amy Phillips, Jake Wolf and Sarah Smith Hymes. Scott Prince and Matt Gennett were absent. Also present were Town Manager Virginia Egger, Town Attorney Eric Heil, Police Chief Greg Daly, Recreation Director John Curutchet, Executive Assistant to the Town Manager Preston Neill and Town Clerk Debbie Hoppe. Matt Gennett arrived at 5:04 p.m. 2. APPROVAL OF AGENDA There were no changes to the agenda. 3. PUBLIC COMMENT – COMMENTS ARE WELCOME ON TOPICS NOT ON THE AGENDA No public comments were made. 4. RENEWAL OF LIQUOR LICENSES Start time: 00:00:38 4.1. Applicant: Montana’s Cantina & Grill LLC d/b/a Montana’s Smokehouse Location: 82 E Beaver Creek Blvd. Unit 114 Type: Hotel and Restaurant License Manager: Thomas Beaver The application was presented to the Board and no concerns were raised. Tom Beaver was present to answer any questions and provided information regarding business hours. Board member Smith Hymes moved to approve the renewal application for Montana’s Cantina & Grill LLC d/b/a Montana’s Smokehouse. Board member Phillips seconded the motion and it passed unanimously. Board member Prince was absent. 4.2. Applicant: East West Resorts LLC & Avon Riverfront LLC d/b/ a Westin Riverfront Resort & Spa & Maya Location: 126 Riverfront Lane Type: Resort Complex License Manager: Kristen Pryor The application was presented to the Board and no concerns were raised. Kevin Dolonay was present to answer any questions and gave an update on the remodel to the lobby bar. Board member Smith Hymes moved to approve the renewal application for East West Resorts LLC & Avon Riverfront LLC d/b/ a Westin Riverfront Resort & Spa & Maya. Board member Phillips seconded the motion and it passed unanimously. Board member Prince was absent. TOWN OF AVON, COLORADO AVON LIQUOR LICENSING AUTHORITY MEETING MINUTES FOR TUESDAY, APRIL 25, 2017 AVON TOWN HALL, ONE LAKE STREET Page 2 5. MINUTES FROM APRIL 11, 2017 Start time: 00:04:50 Board member Burch moved to approve the minutes from April 11, 2017, Liquor Authority meeting. Board member Phillips seconded the motion and it passed unanimously. Board member Prince was absent. 6. ADJOURNMENT There being no further business to come before the Board, Mayor Fancher moved to adjourn the liquor meeting. The time was 5:08 p.m. RESPECTFULLY SUBMITTED: ____________________________________ Debbie Hoppe, Secretary APPROVED: Jennie Fancher ______________________________________ Sarah Smith Hymes ______________________________________ Jake Wolf ______________________________________ Megan Burch ______________________________________ Matt Gennett ______________________________________ Scott Prince ______________________________________ Amy Phillips ______________________________________ TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Preston Neill, Executive Assistant to the Town Manager Date: May 9, 2017 Agenda Topic: Town of Avon Website Redesign Presentation OVERVIEW: Liz Wood, Communications Manager, will attend Tuesday’s meeting to give a brief presentation about the Town website’s redesign, which launched on May 1, 2017. SUMMARY: In May 2016, the Town Council adopted the Town of Avon Marketing Plan. The Marketing Plan includes an “Implementation” section that identifies priorities for 2016 and 2017. One of the recommended priorities is to “Re-design avon.org website.” The priority specifies the following: • Integrate visual brand standards and key messages. • Design to include a stronger emphasis on key information and issues. • Focus on community engagement options. After the Town solicited proposals from three (3) website firms in May 2016, CivicPlus, a firm that specializes in developing websites for local governments, was retained to complete a new, responsive design of the Town’s website and provide annual support, maintenance and hosting services. The total cost to the Town for the website redesign was $3,500 and the annual hosting fee was reduced by 41 %. A Website Stakeholder Group was formed and met once in December 2016, and once in January 2017, to review design ideas and proofs and to get feedback about the best design options. The Group was comprised of the following individuals: • Sarah Smith Hymes, Mayor Pro Tem • Megan Burch, Councilor • Virginia Egger, Town Manager • Greg Daly, Chief of Police • Matt Pielsticker, Planning Director • John Curutchet, Recreation Director • Rego Omerigic, Fleet Director • Preston Neill, Assistant to the Town Manager • Liz Wood, Communications Manager • Valerie Barry, Finance Manager • Jamie Taylor, Guest Services Coordinator • Matt Koch, Recreation Programs Coordinator • David McWilliams, Planner • Dennis McMahon, HyFyve • Phil Struve, Avon resident • Chris Cofelice, Westin To check out the new design, go to www.avon.org. TOWN COUNCIL REPORT Assistant Town Manager Scott Wright will have a PowerPoint presentation at the meeting covering the Finance Department programs. TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Scott Wright, Asst. Town Manager Date: May 9, 2017 Topic: Presentation of 2016 Comprehensive Annual Financial Report and Communication with Governing Body Action Before Council On Tuesday evening, Paul Backes with McMahon & Associates, the Town’s independent auditing firm, will present their audit findings to the Avon Town Council. In addition, I will have a brief PowerPoint presentation covering the financial highlights from 2016. Recommended Motion After presentation of the audit report from the auditors, the Town Council should accept the report. The recommended motion would be “Move to accept the 2016 Comprehensive Annual Financial Report”. Attachments: 2016 Comprehensive Annual Financial Report Communication with Governing Body McMahan and Associates, l.l.c. Certified Public Accountants and Consultants Web Site: www.mcmahancpa.com Chapel Square, Bldg C Main Office: (970) 845-8800 245 Chapel Place, Suite 300 Facsimile: (970) 845-8108 P.O. Box 5850, Avon, CO 81620 E-mail: mcmahan@mcmahancpa.co Member: American Institute of Certified Public Accountants Paul J. Backes, CPA, CGMA Avon: (970) 845-8800 Michael N. Jenkins, CA, CPA, CGMA Aspen: (970) 544-3996 Daniel R. Cudahy, CPA, CGMA Frisco: (970) 668-3481 M & A To the Honorable Mayor and Town Council Town of Avon, Colorado We have audited the financial statements of Town of Avon, Colorado for the year ended December 31, 2016. Professional standards require that we provide you with the following information related to our audit. Qualitative Aspects of Accounting Policies Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by Town of Avon, Colorado are described in the Notes to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during the year. We noted no transactions entered into by the governmental unit during the year for which there is a lack of authoritative guidance or consensus. There are no significant transactions that have been recognized in the financial statements in a different period than when the transaction occurred. Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the financial statements were: Estimated useful lives for depreciation on fixed assets: Management’s estimate of depreciation is based on industry practice and experience. Allowance for doubtful accounts: The Town has a number of receivables from developers and others. Some of the amounts owed to the Town may be uncollectable. The Town has recorded an allowance for doubtful accounts to reflect any anticipated default on receivables. Estimated claims reserve: Management’s estimate of the claims reserve liability is based on actual claims activity relative to stop loss refunds and premiums charged to departments. We evaluated the key factors and assumptions used to develop estimates above and found that they are reasonable in relation to the financial statements taken as a whole. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. To the Honorable Mayor and Town Council Town of Avon, Colorado Page 2 Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are trivial, and communicate them to the appropriate level of management. There were no misstatements detected as a result of audit procedures which were material, either individually or in the aggregate,to the financial statements taken as a whole. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor’s report. We are pleased to report that no such disagreements arose during the course of our audit Management Representations As is required in an audit engagement we have requested certain representations from management that are included in the management representation letter. Governmental Accounting Standards Board Statement 75: Financial reporting standards for the Town are promulgated by the Governmental Accounting Standards Board (“GASB”). GASB has issued Statement 75 (Accounting and Financial Reporting for Postemployment Benefits Other than Pensions) which requires employers to recognize their long-term obligation for other post-employment benefits as a liability on the Statement of Net Assets.The Statement also requires significant revised and new note disclosures and required supplementary information (RSI).Recording the Town’s share of the Fire and Police Pension Association (“FPPA”) net benefit liability relating to your participation in FPPA’s Statewide Death and Disability Fund will likely have a material impact on the Town’s financial statements. GASB 75 is required to be implemented for periods beginning after June 15, 2017. Controls over Cash Receipting at Court Clerk: The Court Clerk has access to all functions of the citation revenue cycle, including inputting new citations, amending the citation and accepting cash. In order to maintain strong internal control, these dutiesshould be segregated.We recommended that the Town either segregate the function of recording cash transactions and citations from cash handling, or have a supervisor review an audit log report on a regularbasis, to monitor any voids or adjustments to citations. The weekly deposit of court receipts is reconciled by Finance in the aggregate to the cash balance report from the citation tracking software. However, we recommend adding a reconciliation by tender type (e.g. cash, checks) to the cash balance report. Any variances by tender type should be investigated and documented in the deposit support. Fees Approved by Ordinance: Currently the Town Council does not annually approve fees and rates by resolution.We recommend that the Town Attorney and staff review the process for approving Town fees and rates to ensure that these are updated annually.Additionally, the fees should be accessible to the residents or other users via the Town’s website or other medium. To the Honorable Mayor and Town Council Town of Avon, Colorado Page 3 This letter is intended solely for the information and use of the Town Council, management, and others within the organization and is not intended to be, and should not be, used by anyone other than those specified parties. Sincerely, McMahan and Associates, L.L.C. May 4, 2017 Town of Avon, Colorado, CO McMahan & Associates, LLC P.O. Box 5850 Avon, Colorado 81620 This representation letter is provided in connection with your audit of the financial statements of Town of Avon, Colorado, Colorado (the “Town”), which comprise the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information as of December 31, 2016, and the respective changes in financial position and, where applicable, cash flows for the year then ended, and the related notes to the financial statements, for the purpose of expressing opinions as to whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Certain representations in this letter are described as being limited to matters that are material. Matters noted below in respect of the Town's supplementary information about federal awards programs are considered material based on the materiality criteria specified in Title 2 of the U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements of Federal Awards (the “Uniform Guidance”).Items are considered material, regardless of size, if they involve an omission or misstatement of accounting information that, in light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement. An omission or misstatement that is monetarily small in amount could be considered material as a result of qualitative factors. We confirm, to the best of our knowledge and belief, as of the date of this letter, the following representations made to you during your audit. Financial Statements: We have fulfilled our responsibilities, as set out in the terms of the audit agreement dated November 2, 2016. The financial statements referred to above are fairly presented in conformity with accounting principles generally accepted in the United States of America and include all properly classified funds and other financial information of the primary government and all component units required by accounting principles generally accepted in the United States of America to be included in the financial reporting entity. We acknowledge our responsibility for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. We acknowledge our responsibility for the design, implementation, and maintenance of internal control to prevent and detect fraud. Significant assumptions we used in making accounting estimates are reasonable. Related party relationships and transactions, including revenues, expenditures/expenses, loans, transfers, leasing arrangements, guarantees, and amounts receivable from or payable to related parties have been appropriately accounted for and disclosed in accordance with the requirements of accounting principles generally accepted in the United States of America. All events subsequent to the date of the financial statements and for which accounting principles generally accepted in the United States of America requires adjustment or disclosure have been adjusted or disclosed.No events, including instances of noncompliance, have occurred subsequent to the balance sheet date and through the date of this letter that would require adjustment to or disclosure in the aforementioned financial statements or in the schedule of findings and questioned costs. McMahan & Associates, LLC RE: Town of Avon, Colorado Page 2 of 6 Financial Statements (continued): The effects of all known actual or possible litigation, claims, and assessments have been accounted for and disclosed in accordance with accounting principles generally accepted in the United States of America The effects of any uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements for each opinion unit. Guarantees, whether written or oral, under which the Town is contingently liable, if any, have been properly recorded or disclosed. As part of your engagement, you assisted with preparation of the financial statements and related notes and the schedule of expenditures of federal awards ("SEFA"). We have designated an individual with suitable skill, knowledge, or experience to oversee your services and have made all management decisions and performed all management functions.We have reviewed, approved, and accepted responsibility for those financial statements and related notes and the SEFA. Information Provided: We have provided you with: o Access to all information, of which we are aware, that is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, and other matters and all audit or relevant monitoring reports, if any, received from funding sources. o Additional information that you have requested from us for the purpose of the audit. o Unrestricted access to persons within the entity from whom you determined it necessary to obtain audit evidence. o Minutes of the meetings of the Town Council or summaries of actions of recent meetings for which minutes have not yet been prepared. All material transactions have been recorded in the accounting records and are reflected in the financial statements and the SEFA. We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud. We have no knowledge of any material fraud or suspected material fraud that affects the entity and involves: o Management, o Employees who have significant roles in internal control, or o Others where the fraud could have a material effect on the financial statements. We have no knowledge of any allegations of material fraud or suspected material fraud affecting the entity’s financial statements communicated by employees, former employees, regulators, or others. We have disclosed to you all known instances of noncompliance or suspected noncompliance with provisions of laws, regulations, contracts, or grant agreements, or abuse, whose effects should be considered when preparing financial statements. McMahan & Associates, LLC RE: Town of Avon, Colorado Page 3 of 6 Information Provided (continued): We have disclosed to you all known actual or possible litigation, claims, and assessments whose effects should be considered when preparing the financial statements. We have disclosed to you the identity of the entity’s related parties and all the related party relationships and transactions of which we are aware. Government –Specific: We have made available to you all financial records and related data and all audit or relevant monitoring reports, if any, received from funding sources. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices. We have a process to track the status of audit findings and recommendations. We have taken timely and appropriate steps to remedy fraud, violations of laws, regulations, contracts, or grant agreements, or abuse reported to us. We have identified to you any previous audits, attestation engagements, and other studies related to the audit objectives and whether related recommendations have been implemented. We have provided our views on reported findings, conclusions, and recommendations, as well as our planned corrective actions, for the report. The Town has no plans or intentions that may materially affect the carrying value or classification of assets, liabilities, or equity. We are responsible for compliance with the laws, regulations, and provisions of contracts and grant agreements applicable to us, including tax or debt limits and debt contracts; and we have identified and disclosed to you all laws, regulations and provisions of contracts and grant agreements that we believe have a direct and material effect on the determination of financial statement amounts or other financial data significant to the audit objectives, including legal and contractual provisions for reporting specific activities in separate funds. We are aware of the fiscal requirements imposed by section 20 of Article X of the Constitution of the State of Colorado, commonly known as the “TABOR Amendment”, and have complied with these requirements appropriately. Except as made known to you and disclosed in the financial statements, There are no violations or possible violations of budget ordinances, laws and regulations (including those pertaining to adopting, approving, and amending budgets), provisions of contracts and grant agreements, tax or debt limits, and any related debt covenants whose effects should be considered for disclosure in the financial statements, or as a basis for recording a loss contingency, or for reporting on noncompliance. Except as made known to you and disclosed in the financial statements, The Town has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets nor has any asset been pledged as collateral. The Town has complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance. We have followed all applicable laws and regulations in adopting, approving, and amending budgets. The financial statements include all component units as well as joint ventures with an equity interest, and properly disclose all other joint ventures and other related organizations. The financial statements properly classify all funds and activities. All funds that meet the quantitative criteria in GASB Statements No. 34 and No. 37 for presentation as major are identified and presented as such and all other funds that are presented as major are particularly important to financial statement users. Components of net position (net investment in capital assets; restricted; and unrestricted) and equity amounts are properly classified and, if applicable, approved. McMahan & Associates, LLC RE: Town of Avon, Colorado Page 4 of 6 Government –Specific (continued): Deposits and investment securities are properly classified as to risk, and investments and derivative instruments, if any, are properly valued. Provisions for uncollectible receivables have been properly identified and recorded. Expenses have been appropriately classified in or allocated to functions and programs in the statement of activities, and allocations have been made on a reasonable basis. Revenues are appropriately classified in the statement of activities within program revenues, general revenues, contributions to term or permanent endowments, or contributions to permanent fund principal. Interfund, internal, and intra-entity activity and balances have been appropriately classified and reported. Special and extraordinary items are appropriately classified and reported. Capital assets, including infrastructure and intangible assets, are properly capitalized, reported, and, if applicable, depreciated. We have appropriately disclosed the Town’s policy regarding whether to first apply restricted or unrestricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position are available and have determined that net position was properly recognized under the policy. We acknowledge our responsibility for the required supplementary information.The required supplementary information is measured and presented within prescribed guidelines and the methods of measurement and presentation have not changed from those used in the prior period.We have disclosed to you any significant assumptions and interpretations underlying the measurement and presentation of the required supplementary information. With respect to the supplementary information on which an "in-relation-to"opinion is issued: o We acknowledge our responsibility for presenting the supplementary information in accordance with accounting principles generally accepted in the United States of America, and we believe the supplementary information, including its form and content, is fairly presented in accordance with accounting principles generally accepted in the United States of America. The methods of measurement and presentation of the supplementary information have not changed from those used in the prior period, and we have disclosed to you any significant assumptions or interpretations underlying the measurement and presentation of the supplementary information. o If the supplementary information is not presented with the audited financial statements, we will make the audited financial statements readily available to the intended users of the supplementary information no later than the date we issue the supplementary information and the auditor’s report thereon. With respect to the supplementary information about federal awards programs on which an "in-relation-to"opinion is issued: o We are responsible for understanding and complying with,and have complied with,the requirements of the Uniform Guidance,including requirements relating to preparation of the SEFA. o We have prepared the SEFA in accordance with the Uniform Guidance, and have identified and disclosed in the SEFA expenditures made during the audit period for all awards provided by federal agencies in the form of grants, federal cost-reimbursement contracts, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations, and other direct assistance. o We acknowledge our responsibility for presenting the SEFA in accordance with the requirements of the Uniform Guidance, and we believe the SEFA, including its form and content, is fairly presented in accordance with the Uniform Guidance. The methods of measurement and presentation of the SEFA have not changed from those used in the prior period and we have disclosed to you any significant assumptions and interpretations underlying the measurement and presentation of the SEFA. McMahan & Associates, LLC RE: Town of Avon, Colorado Page 5 of 6 Government –Specific (continued): o If the SEFA is not presented with the audited financial statements, we will make the audited financial statements readily available to the intended users of the SEFA no later than the date we issue the SEFA and the auditor’s report thereon. o We have identified and disclosed to you all of our government programs and related activities subject to the Uniform Guidance. o We are responsible for understanding and complying with, and have complied with, the requirements of laws, regulations, and the provisions of contracts and grant agreements related to each of our federal programs and have identified and disclosed to you the requirements of laws, regulations, and the provisions of contracts and grant agreements that are considered to have a direct and material effect on each major program. o We are responsible for establishing and maintaining, and have established and maintained, effective internal control over compliance requirements applicable to federal programs that provides reasonable assurance that we are managing our federal awards in compliance with laws, regulations, and the provisions of contracts and grant agreements that could have a material effect on our federal programs. We believe the internal control system is adequate and is functioning as intended. o We have made available to you all contracts and grant agreements (including amendments, if any) and any other correspondence with federal agencies or pass-through entities relevant to federal programs and related activities. o We have received no requests from a federal agency to audit one or more specific programs as a major program. o We have complied with the direct and material compliance requirements (except for noncompliance disclosed to you), including when applicable, those set forth in the U.S. Office of Management and Budget OMB Compliance Supplement, relating to federal awards and have identified and disclosed to you all amounts questioned and all known noncompliance with the requirements of federal awards. o We have disclosed any communications from grantors and pass-through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of the auditor’s report. o We have disclosed to you the findings received and related corrective actions taken for previous audits, attestation engagements, and internal or external monitoring that directly relate to the objectives of the compliance audit, including findings received and corrective actions taken from the end of the period covered by the compliance audit to the date of the auditor’s report. o Amounts claimed or used for matching were determined in accordance with relevant guidelines in the Uniform Guidance. o We have disclosed to you our interpretation of compliance requirements that may have varying interpretations. o We have made available to you all documentation related to compliance with the direct material compliance requirements, including information related to federal program financial reports and claims for advances and reimbursements. o We have disclosed to you the nature of any subsequent events that provide additional evidence about conditions that existed at the end of the reporting period affecting noncompliance during the reporting period. o There are no such known instances of noncompliance with direct and material compliance requirements that occurred subsequent to the period covered by the auditor’s report. o No changes have been made in internal control over compliance or other factors that might significantly affect internal control –including any corrective action we have taken regarding significant deficiencies in internal control over compliance (including material weaknesses in internal control over compliance) –have occurred subsequent to the date as of which compliance was audited. McMahan & Associates, LLC RE: Town of Avon, Colorado Page 6 of 6 Government –Specific (continued): o Federal program financial reports and claims for advances and reimbursements are supported by the books and records from which the financial statements have been prepared. o The copies of federal program financial reports provided you are true copies of the reports submitted, or electronically transmitted, to the respective federal agency or pass-through entity, as applicable. o We have monitored subrecipients to determine that they have expended pass-through assistance in accordance with applicable laws and regulations and have met the requirements of the Uniform Guidance. o We have taken appropriate action, including issuing management decisions, on a timely basis after receipt of subrecipients’ auditor’s reports that identified noncompliance with laws, regulations, or the provisions of contracts or grant agreements and have ensured that subrecipients have taken the appropriate and timely corrective action on findings. o We have considered the results of subrecipient audits and have made any necessary adjustments to our books and records. o We have charged costs to federal awards in accordance with applicable cost principles. o We are responsible for and have accurately prepared the summary schedule of prior audit findings to include all findings required to be included by the Uniform Guidance and we have provided you with all information on the status of the follow-up on prior audit findings by federal awarding agencies and pass-through entities, including all management decisions. o We are responsible for and have accurately prepared the auditee section of the Data Collection Form as required by the Uniform Guidance. o We are responsible for preparing and implementing a corrective action plan for each audit finding. o As applicable, we have disclosed to you all contracts or other agreements with service organizations, and we have disclosed to you all communications from the service organizations relating to noncompliance at the service organizations. Town of Avon, Colorado BY: Scott Wright Finance Director –Town of Avon Jennie Fancher Town of Avon Mayor May 4, 2017 May 4, 2017 Date Date  Page 1 TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Scott Wright, Asst. Town Manager Date: May 9, 2017 Re: 2017 Supplemental Budget Amendment Resolution No. 2017-06 Introduction It has been the practice to adopt a supplemental budget amendment in order to update beginning fund balance estimates and generally recognize revisions to the budget that were not identified at the time the budget was originally adopted. This resolution amends the General Fund. Additional budget amendments for other Town operating funds will be forthcoming in the next month or so. Below is a summary of the proposed budget revisions and the estimated impacts to the fund balance. The levels of fund balances continues to be positive and meets Town policy. General Fund Final audited figures for 2016 in the General Fund reflect a positive variance over the final budget of $1,487,197. This surplus was due to positive variances compared to estimates of total revenues of $881,672 ($575,223 of this was in tax revenues) and a positive variance to appropriations (under- expenditures compared to budget) of $587,227. Much of these savings are due to the hard work of Town staff in their efficient use of Town resources. A number of revisions to the General Fund budget have been accumulated since the beginning of the year including the rollover of certain 2016 unspent appropriations, approvals of special events, and other unforeseen items. A summary of the proposed changes is listed below: • Special Events o $317,392 - Appropriation of costs from the 2017 special events assigned fund balance. Includes Easter Egg Hunt ($7,853), Salute to the USA musical entertainment ($20,000), Haute Route ($49,000, Cover Rock ($75,000) Zoppe Family Circus ($22,000), Avon Live! Summer Concerts ($79,920), Avon Bike Festival ($5,000) VVF Dancing in the Park ($50,000), and Pop-up Performances ($8,619).  Page 2 o $12,250 for the Missoula Children’s Theater ($8,750) and the Major League Triathlon ($3,500) from the original Special Event seed funding program of $50,000. o $6,582 for carryover of unspent 2015 appropriations from the Special Event Admissions Fee o $2,400 for Special Events Ad Hoc Committee meeting expenses • Police Department o $21,852 from the award of POST and POST I70 state grants (offset by revenues) o $3,686 in carryover purchase order for firearms • Engineering and Facilities o $28,000 to install the CLEER Energy Navigator (www.cleanenergyeconomy.net/building-energy-navigator) for the five (5) major Town buildings: Public Safety, Fleet and Transit Facilities, the Recreation Center and the New Town Hall. The Energy Navigator will provide 15-minute energy data and metrics to observe and analyze daily, weekly and monthly usage, and the ability to calculate changes in carbon generation, which is critical in determining reductions in carbon to meet Council’s adopted Climate Action Plan goals. o $8,000 for the addition of a Fleet Maintenance welding exhaust vent o $30,000 for replacement/conversion of the remaining 16 ft. tall light fixtures and parking lot lights at public Works to LED fixtures. It is expected that Holy Cross rebates will offset 50% of the cost. o $13,200 for cleaning of 4 heat exchanger in the Heat Recovery System. o $5,000 for an additional security card reader at ARTF. o $4,400 for cost sharing of the replacement of the Avon Road / US Hwy 6 electrical control panels in coordination with the Basecamp development. o $7,600 for final record drawing of ARTF per ERWSD requirements. • General Government o $6,500 for Town Council professional development o $1,000 for Town Council photographs o $2,500 for P&Z Commissioner meeting stipend increase from $75 to $100 per meeting o $20,220 for temporary services and equipment for scanning documents for H/ R, Community Development and Finance o $5,000 for H/R advertising for new or vacant positions o $18,000 for PEG grant to High Five Access Media o $15,000 for a fiscal tax policy study • Community Development o $15,000 for the Tract G landscape plan o $5,000 for publishing of the updated Comprehensive Plan o $7,060 to reconcile actual community grants awarded to the 2017 budget • Public Works o $2,850 for VMS board annual subscription and maintenance fees • Recreation o $15,637 for swim meet fees and private swim instructors. This cost is offset by an increase in private swim lesson program fees of $18,200.  Page 3 The following items have previously been approved by Town Council for transfer from the General Fund contingency. • $5,000 for Adopt-a-trail progam • $4,000 for Town Council iPads • $21,507 for the hiring of a full-time special events assistant and reclassification from part- time • $25,000 for repairs and upgrades to the Town’s Sherwood Meadows unit. The net result of these changes revises the current year net source (use) of funds from a surplus of $160,274 to a deficit of $657,256. However, because of the large increase in the General Fund ending 2016 fund balance mentioned above, the 2017 revised estimated ending fund balance is $669,667 larger than originally anticipated. Per the Town’s fund balance policy, excess fund balances are transferred to the Capital Projects Fund. Due to the large surplus in 2016, amounts transferred to the Capital Projects Fund has been increased from $120,000 to $1,120,000. After these revisions, the General Fund stabilization balance, which represents reserves over and above the required 25% minimum fund balance, is increased by $709,438 to a total of $737,095. Attachments: 1. Resolution No. 2017-06 2. General Fund Supplemental Amendment No. 1 Res. No. 17-06 May 9, 2017 Page 1 of 2 TOWN OF AVON, COLORADO RESOLUTION NO. 17-06 SERIES OF 2017 A RESOLUTION TO AMEND THE 2017 TOWN OF AVON BUDGET A RESOLUTION SUMMARIZING EXPENDITURES AND REVENUES BY FUND AND AMENDING THE 2017 BUDGET FOR THE TOWN OF AVON, COLORADO, FOR THE CALENDAR YEAR BEGINNING ON THE FIRST DAY OF JANUARY, 2017 AND ENDING ON THE LAST DAY OF DECEMBER, 2017 WHEREAS, the Town Council of the Town of Avon has previously adopted the 2017 budget; and WHEREAS, the Town Council reviewed the revised estimated revenues and expenditures for all operating funds for 2017; and WHEREAS, the Town Council finds it necessary to amend the 2017 budget to more accurately reflect the revenues and expenditures for 2017; and WHEREAS, whatever increases may have been made in the expenditures, like increases were added to the revenues so that the budget remains in balance as required by law. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. That estimated revenues and expenditures for the following funds are revised as follows for 2017: Original or Previously Amended 2017 Budget Current Proposed Amended 2017 Budget General Fund Beginning Fund Balance Revenues and Other Sources Expenditures and Other Uses $ 4,576,694 15,625,904 15,465,630 $ 6,063,891 16,385,744 17,043,000 Ending Fund Balance $ 4,736,968 $ 5,406,635 Section 2. That the budget, as submitted, amended, and hereinabove summarized by fund, hereby is approved and adopted as the budget of the Town of Avon for the year stated above. Res. No. 17-06 May 9, 2017 Page 2 of 2 Section 3. That the budget hereby approved and adopted shall be signed by the Mayor and made part of the public record of the Town. ADOPTED this 9th day of May, 2017. AVON TOWN COUNCIL By:___________________________ Attest:________________________ Jennie Fancher, Mayor Debbie Hoppe, Town Clerk Page 1 Fund Summary Adopted Amended Difference Actual Budget Budget Increase 2016 2017 2017 (Decrease) REVENUES Taxes 12,672,461$ 12,245,424$ 12,900,212$ 654,788$ Licenses and Permits 259,997 206,100 206,100 - Intergovernmental 1,014,141 1,010,926 1,032,778 21,852 Charges for Services 1,543,296 1,504,782 1,522,982 18,200 Fines and Forfeitures 91,014 92,445 92,445 - Investment Earnings 73,208 25,000 75,000 50,000 Other Revenue 407,333 314,900 329,900 15,000 Total Operating Revenues 16,061,450 15,399,577 16,159,417 759,840 Other Sources Capital Lease Proceeds - - - - Sales of Capital Assets - - - - Transfer-In From Capital Projects Fund 219,735 226,327 226,327 - Total Other Sources 219,735 226,327 226,327 - TOTAL REVENUES 16,281,185$ 15,625,904$ 16,385,744$ 759,840$ EXPENDITURES General Government 3,103,970$ 3,330,643$ 3,402,863$ 72,220$ Community Development 1,201,086 935,279 1,327,470 392,191 Public Safety 3,122,942 3,370,680 3,396,218 25,538 Public Works 3,823,374 4,442,906 4,567,681 124,775 Recreation 1,293,277 1,434,122 1,452,275 18,153 Total Operating Expenditures 12,544,649 13,513,630 14,146,507 632,877 Contingency - 250,000 194,493 (55,507) Other Uses Transfers-Out to Town Center West Fund 77,576 - - - Transfers-Out to Capital Projects Fund 1,670,000 120,000 1,120,000 1,000,000 Transfers-Out to Transit 1,134,994 1,182,000 1,182,000 - Transfers-Out to Fleet Maintenance 450,000 400,000 400,000 - Total Other Uses 3,332,570 1,702,000 2,702,000 1,000,000 TOTAL EXPENDITURES 15,877,219 15,465,630 17,043,000 1,577,370 NET SOURCE (USE) OF FUNDS 403,966 160,274 (657,256) (817,530) FUND BALANCES, Beginning of Year 5,659,925 4,576,694 6,063,891 1,487,197 FUND BALANCES, End of Year 6,063,891$ 4,736,968$ 5,406,635$ 669,667$ FUND BALANCES: Restricted For: 3% TABOR Emergency Reserve 664,805$ 545,403$ 664,805$ 119,402$ Assigned For:- Special Events - 390,000 72,608 (317,392) Capital Improvements - - - - Unassigned:- 25% Minimum Reserve Balance 3,551,805 3,773,908 3,932,127 158,219 Undesignated, Unreserved 1,761,145 27,658 737,095 709,438 TOTAL FUND BALANCES 5,977,755$ 4,736,968$ 5,406,635$ 669,667$ General Fund #10 Supplemental Amendment No. 1 Page 2 Original or Final Adopted Amended Difference Account Actual Budget Budget Increase Number Description 2016 2017 2017 (Decrease) Taxes: 51101 General Property Tax 1,740,308$ 1,735,425$ 1,735,425$ -$ 51102 General Property Tax - Delinquent Collections - 500 500 - 51103 General Property Tax - Interest 2,999 1,000 1,000 - 51104 General Property Tax - Abatements (1,000) - - - 51201 Specific Ownership Tax 119,483 120,000 120,000 - 51301 Sales Tax 8,097,130 7,809,521 8,421,015 611,494 51302 Utility Tax 102,643 110,000 110,000 - 51303 Accommodation Tax 1,289,879 1,323,978 1,367,272 43,294 51304 Penalties and Interest 30,487 25,000 25,000 - 51305 Sales Tax Audit Assessments 122,764 5,000 5,000 - 51307 VAA Retail Sales Fee 735,280 700,000 700,000 - 51402 Franchise Fees 432,488 415,000 415,000 - 51000 Total Taxes 12,672,461 12,245,424 12,900,212 654,788 Licenses and Permits: 52101 Liquor Licenses 8,234 7,000 7,000 - 52102 Business Licenses 87,510 65,000 65,000 - 52103 Contractor's Licenses 12,520 10,500 10,500 - 52201 Building Permits 143,642 115,000 115,000 - 52205 Road Cut Permits 7,615 8,000 8,000 - 52207 Mobile Vendor Cart Permits 476 600 600 - 52000 Total Licenses and Permits 259,997 206,100 206,100 - Intergovernmental: Federal Grants: 53106 Click It or Ticket 8,360 5,500 5,500 - 53107 Ballistic Vests 2,320 2,000 2,000 - State Grants 53204 LEAF Grant 31,422 23,000 23,000 - 53206 High Visibility Grant 24,140 27,000 27,000 - 53299 Other State Grants 33,048 - 21,852 21,852 Local Government/Other Agency 53402 Eagle County - Childcare 6,677 - - - 53900 Eagle River Youth Coalition 570 8,500 8,500 - Subtotal: Grants 106,537 66,000 87,852 21,852 State/County Shared Revenue: 53301 Conservation Trust 72,226 62,000 62,000 - 53302 Motor Vehicle Registration 24,639 22,000 22,000 - 53303 Highway User's Tax 193,388 201,963 201,963 - 53304 Cigarette Tax 43,200 42,000 42,000 - 53305 County Sales Tax 445,043 483,743 483,743 - 53306 Road & Bridge Fund 128,078 132,220 132,220 - 53308 State Severance Tax 1,030 1,000 1,000 - Subtotal: Shared Revenue 907,604 944,926 944,926 - 53000 Total Intergovernmental 1,014,141 1,010,926 1,032,778 21,852 Revenue Detail MUNICIPAL SERVICES General Fund Page 3 Original or Final Adopted Amended Difference Account Actual Budget Budget Increase Number Description 2016 2017 2017 (Decrease) Revenue Detail MUNICIPAL SERVICES General Fund Charges for Services: General Government: 54102 Photocopying Charges 14$ 300 300 - 54103 License Hearing Fees - 100 100 - 54104 Other Fees and Charges 1,828 1,250 1,250 - 54105 CC & Paper Filing Fees 2,332 - - - 54201 Plan Check Fees 104,641 95,000 95,000 - 54202 Subdivision Review Fees 916 1,000 1,000 - 54203 Design Review Fees 15,754 14,295 14,295 - 54204 Animal Control Fees 590 500 500 - 54206 Fire Impact Fee Administration Fees 832 750 750 - 54301 Police Reports 713 600 600 - 54302 Police Extra Duty 18,564 25,000 25,000 - 54303 Fingerprinting Fees 5,547 4,500 4,500 - 54304 VIN Inspection Fees 18,030 18,000 18,000 - 54305 False Alarm Fees/Misc Police Dept Fees 240 500 500 - 54306 National Night Out 1,430 2,000 2,000 - 54399 DUI Reimbursement 19,063 24,250 24,250 - Subtotal: General Govern.190,494 188,045 188,045 - Recreation Facility: 54601 Admission Fees 901,307 888,200 888,200 - 54602 Program Fees 46,582 70,610 88,810 18,200 54603 Rentals 49,426 45,000 45,000 - 54604 Merchandise Sales 8,598 8,500 8,500 - 54606 Rec Center Services 10,603 9,200 9,200 - 54607 Fitness Program Revenues 50,159 52,000 52,000 - Other Recreation: 54651 Adult Program Revenues 19,378 25,350 25,350 - 54652 Cabin Equipment Rentals 17,542 13,500 13,500 - 54653 Athletic Field Rentals 8,535 - - - 54655 Youth Program Revenues 149,700 145,565 145,565 - 54676 Sponsorships 38,000 38,000 38,000 - 54678 Event Fees 11,937 10,525 10,525 - 54679 Special Event Admission Fees 41,035 10,287 10,287 - Subtotal: Recreation 1,352,802 1,316,737 1,334,937 18,200 54000 Total Charges for Services 1,543,296 1,504,782 1,522,982 18,200 Fines and Forfeitures: 55101 Court Fines - Traffic 47,006$ 51,300 51,300 - 55102 Court Fines - Criminal 22,958 21,000 21,000 - 55103 Court Fines - Parking 7,245 6,735 6,735 - 55105 Court Costs 7,280 7,000 7,000 - 55106 Jury Fees - 100 100 - 55107 Bond Forfeitures 250 100 100 - 55110 Police Training Surcharge 6,275 6,210 6,210 - 55000 Total Fines and Forfeitures 91,014 92,445 92,445 - Page 4 Original or Final Adopted Amended Difference Account Actual Budget Budget Increase Number Description 2016 2017 2017 (Decrease) Revenue Detail MUNICIPAL SERVICES General Fund Investment Earnings: 57101 Interest 73,208 25,000 75,000 50,000 57000 Total Investment Earnings 73,208 25,000 75,000 50,000 Other Revenues: 58101 Recreational Amenity Fees 250,468 235,000 235,000 - 58109 Bond Issuance Fees 10,696 9,800 9,800 - 58201 Lease of Town-Owned Property 46,662 40,000 40,000 - 58999 Miscellaneous Nonclassified Revenues 99,507 30,100 45,100 15,000 58000 Total Other Revenues 407,333 314,900 329,900 15,000 50000 TOTAL REVENUES 16,061,450$ 15,399,577$ 16,159,417$ 759,840$ Page 5 Department Expenditure Summaries Original or Final Adopted Amended Difference Dept./Div.Actual Budget Budget Increase Number Description 2016 2017 2017 (Decrease) General Government: 111 Mayor and Town Council 207,490$ 210,472$ 221,972$ 11,500$ 112 Boards and Commissions 12,454 15,299 17,799 2,500 113 Town Attorney 133,145 132,000 132,000 - 115 Town Clerk 135,048 103,471 123,691 20,220 121 Municipal Court 106,594 129,000 129,000 - 131 Town Manager 364,898 403,797 405,797 2,000 133 Community Relations 124,692 171,497 187,497 16,000 Subtotal General Government 1,084,321 1,165,536 1,217,756 52,220 Human Resources: 132 Human Resources 416,018 431,677 436,677 5,000 Finance and IT: 141 Finance 802,661 844,922 859,922 15,000 143 Information Systems 380,891 406,753 406,753 - 149 Nondepartmental 420,079 481,755 481,755 - Subtotal Finance and IT 1,603,631 1,733,430 1,748,430 15,000 Total General Government and Finance 3,103,970 3,330,643 3,402,863 72,220 Community Development: 212 Planning 215,001 263,033 283,033 20,000 213 Building Inspection 141,694 149,265 149,265 - 214 Economic Development 37,147 - - - 215 Town Produced Events 291,225 302,421 351,781 49,360 216 Signature Event Seed Funding 307,788 50,000 360,771 310,771 217 Community Grants 208,231 170,560 182,620 12,060 Total Community Development 1,201,086 935,279 1,327,470 392,191 Police Department: 311 Administration 535,815 683,437 686,574 3,137 312 Patrol 2,332,791 2,415,803 2,438,204 22,401 313 Investigations 254,336 271,440 271,440 - Total Police Department 3,122,942 3,370,680 3,396,218 25,538 Public Works Engineering: 412 Engineering 267,207 240,776 248,376 7,600 418 Buildings and Facilities 1,085,263 1,152,037 1,266,362 114,325 Roads and Bridges: 413 Roads and Bridges 1,400,312 2,354,312 2,357,162 2,850 415 Parks and Grounds 1,070,592 695,781 695,781 - Total Public Works Department 3,823,374 4,442,906 4,567,681 124,775 MUNICIPAL SERVICES General Fund Page 6 Department Expenditure Summaries Original or Final Adopted Amended Difference Dept./Div.Actual Budget Budget Increase Number Description 2016 2017 2017 (Decrease) MUNICIPAL SERVICES General Fund Recreation Department: 514 Administration 241,114 227,282 227,282 - 515 Adult Programs 50,914 56,087 56,087 - 516 Aquatics 441,428 558,841 574,478 15,637 518 Fitness 136,161 150,785 150,785 - 519 Guest Services 295,102 295,366 297,882 2,516 521 Youth Programs 128,558 145,761 145,761 - Total Recreation 1,293,277 1,434,122 1,452,275 18,153 TOTAL OPERATING EXPENDITURES 12,544,649$ 13,513,630$ 14,146,507$ 632,877$ TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Scott Wright, Asst. Town Manager Date: May 9, 2017 Topic: Resolution No. 17-08, Approving the Expenditure of Community Enhancement Funds Action Before Council A resolution is being presented to Town Council to formally approve the expenditure of Community Enhancement funds for the Destination Jump, Splash, Learn playgound project as required by the Town’s franchise agreement with Holy Cross Energy. Proposed Motion “I move to approve Resolution 2017-08, a Resolution Approving the Expenditure of Community Enhancement Funds from Holy Cross Energy as Provided for in Article 11, Town of Avon Ordinance No. 2001-01, Series of 2001”. Summary: Pursuant to the Town’s franchise agreement with Holy Cross Energy, the Town receives one percent (1%) of the gross revenues collected from the sale of electricity from within the Town’s borders. The funds are eligible to be expended for limitied purposes, as follows: • Beautification projets • Energy conservation projects • Equipment and technology upgrades for schools • Scholarship funds • Acquisition of open space and/or park land and development thereor • Sponsorship of special community events • Indergrounding of overhead electric and other utility lines The Town has previously met with representatives of Holy Cross to discuss the various projects of the Town that would qualify for use of the Community Enhacement funds. This resolution seeks authorization from Holy Cross Energy to apply these funds to the Destination Jump, Splash, Learn playgound project that is currently budgeted in the Capital Projects Fund and was recently awarded a $350,000 GOCO grant from Great Outdoors Colorado. The 2017 budget indicates a transfer-in to the Capital Projects Fund from the Community Enhancement Fund in the amount of $158,000 for this purpose. Staff Recommendation Staff recommends approval of Resolution No. 17-08 Attachments: Exhibit A – Holy Cross Energy Community Enhancement Fund Proposed Project Town of Avon Resolution No. 17-08 Page 1 of 2 TOWN OF AVON RESOLUTION NO. 17-08 SERIES OF 2017 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, APPROVING THE EXPENDITURE OF COMMUNITY ENHANCEMENT FUNDS FROM HOLY CROSS ENERGY AS PROVIDED FOR IN ARTICLE 11, TOWN OF AVON ORDINANCE NO. 2001-01, SERIES OF 2001 WHEREAS, the Town Council of the Town of Avon, Colorado, has approved Ordinance No. 2001-01, Series of 2001 which granted a franchise to Holy Cross Energy; and WHEREAS, Article 11 of Ordinance No. 2001-01 provides that Holy Cross Energy will voluntarily make monetary resources available to the Town for programs designed to make a difference in people's lives and the communities in which they reside; and WHEREAS, Section 11.1 of Ordinance No. 2001-01 limits the use for which such funds shall be spent shall to: (1) Beautification projects; (2) Energy conservation projects; (3) Equipment and technology upgrades for schools; (4) Scholarship funds; (5) Acquisition of open space and/or park land and development thereof; (6) Sponsorship of special community events; and, (7) Undergrounding of overhead electric and other utility lines. Funds made available under this Article may be spent for other purposes only with the express written consent of the Company; and WHEREAS, Section 11.4 of Ordinance No. 2001-01, provides that the Town Council is required to approve the expenditure by resolution or ordinance duly enacted by the Town Council, and such resolution or ordinance shall clearly describe the nature and purpose of the project for which the expenditure is made and that prior to any expenditure, the Town shall notify the Company of its intended use of the funds. Unless the Company objects, in writing, prior to such expenditure, the Company shall have waived its right to object in the future if the funds are expended for the use identified in the notice. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. The Avon Town Council approves utilizing the Holy Cross Enhancement Funds as shown in Exhibit A attached hereto. The Town Council believes that the expenditure of these funds meets the intent and purpose of Article 11 of Ordinance No. 2001-01 and the projects as described in Article 11.1 hereof. Section 2. Town staff will forward this resolution to Holy Cross Energy to comply with Section 11.4 of Ordinance No. 2001-01, Series of 2001. Town of Avon Resolution No. 17-08 Page 2 of 2 ADOPTED this 9th day of May, 2017. TOWN OF AVON, COLORADO Jennie Fancher, Mayor ATTEST: ____________________________Debbie Hoppe, Town Clerk EXHIBIT A HOLY CROSS ENERGY COMMUNTIY ENHANCEMENT FUND PROPOSED PROJECT Proposed Project: Destination Jump, Splash, Learn Nottingham Park is surrounded by thousands of year-round residents and the Town will be improving its heavily used 20-year-old playground. Named Destination Jump, Splash, Learn, the new playground will be incorporated into one of the park’s mature wooded enclaves, with a small stream, installing both traditional and nature-themed play and learning equipment. The project will also relocated portions of the bike path to create an enhanced bike loop. The project is funded with a $350,000 GOCO grant plus matching funds from the Holy Cross Energy through its Community Enhancement program and Town of Avon monies. The improvements for this grant-funded project focuses on the areas that the community input process identified as the highest need for improvement. New creek play areas with creative play and water manipulation features are proposed, including playful water crossings, a water pump, and a water powered wheel and dam, to allow children to have meaningful learning opportunities creating motion with water. The creek play areas will become riparian learning areas, giving children the opportunity to learn about plants indigenous to Colorado’s waterways. The Nature Play Obstacle Course will be a new area of the park, providing a play space with decorative boulders in two sizes, play area surfaces, a natural play “tunnel”, nature play obstacle course, nature play log steppers in two sizes. This area was added to the entrance of the park based on community feedback. A new, larger playground will be constructed and located for safe access with the new bike pathway placement. The playground features were chosen based on the community input process and include ADA compliant play equipment and safety surfacing. The new play equipment will include swings, attached and free standing climbing features, slides, and interactive equipment for children with all physical abilities. In addition to the construction of a new playground, the project will address the bike path and lighting, landscape and irrigation, an educational riparian loop, creek play areas, additional seating rocks, tables, picnic benches, two new shelters, and re-roofing an existing shelter. TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Preston Neill, Executive Assistant to the Town Manager Date: May 9, 2017 Agenda Topic: Eagle County Schools Work Session SUMMARY: Representatives from Eagle County Schools, including Jason Glass, Superintendent, Sandy Mutchler, COO, Jeff Chamberlin, Bond Project Manager, and Roy Getchell, Principal of Avon Elementary School, will attend Tuesday’s work session to deliver a presentation about the 2016-2019 Bond Capital Construction Program and discuss the following items: 1. 2016-2019 Bond Capital Construction Program Presentation 2. Cash in Lieu The Town of Avon has collected $25,000 from school cash-in-lieu dedication for the Base Camp project. The Town Code states: (4)Use of Funds. Any cash-in-lieu payments received shall be placed into a separate account to be used exclusively for school facility capital improvements ("School Facility Capital Improvements Funds"). The expenditure of funds from the School Facility Capital Improvements Funds shall be determined by the Council with recommendations from the schools serving the Avon community, but in any event, such funds may only be used for capital improvement of educational facilities, including acquisition of school site lands, which serve the Avon community students. Eagle County Schools is recommending that the funds be used to support instructional technology. They would like to purchase five (6) 70” interactive displays for classrooms. These cost approximately $4,000 each. This would be an enhancement to the technology already planned for Avon Elementary School, which includes two (2) Computers on Wheels ($9,000) and the infrastructure ($95,000). ATTACHMENT: 2016-2019 Bond Capital Construction Program Presentation Town of Avon Update Community Meetings and GMP Presentations May 9, 2017 Eagle County Schools 2016-19 Bond Capital Construction Program 2017 Bond Scope Overview Project Snapshots Other Major Project Initiatives Discussion / Questions Agenda Facilities Master Plan 3B – 2016 Capital Construction Bond Avon Elementary School Avon Elementary School Avon Elementary School Berry Creek Middle School Red Hill Elementary School Homestake Peak PK8, Red Canyon East, Battle Mountain HS Eagle Valley High School Eagle Valley High School Eagle Valley High School Eagle Valley High School Red Sandstone Elementary School Red Sandstone Elementary School Red Sandstone Elementary School Red Sandstone Elementary School Questions & Discussion TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Preston Neill, Executive Assistant to the Town Manager Date: May 9, 2017 Agenda Topic: Single-Use Shopping Bag and Polystyrene Foam Food Service Ware Reduction ACTION BEFORE COUNCIL: The purpose of this report is to present options and recommended strategies to reduce the use of single-use shopping bags and polystyrene foam food service ware in Avon. Staff is seeking direction from the Town Council on how to proceed with the single-use shopping bag and polystyrene foam food service ware elimination and/or reduction initiatives. SUMMARY: Climate Action Plan for the Eagle County Community In the Town of Avon 2017-2018 Strategic Plan Update, adopted on February 14, 2017, the Town Council made it a “Tier 1 Priority” to “Consider legislation to end the use of plastic bags and non- compostable take-out containers by retailers and restaurants in the Town of Avon.” Subsequently, the Town Council adopted the Climate Action Plan for the Eagle County Community (CAP) on December 13, 2017, and followed that up with approval of an Implementation Schedule for the CAP on March 28, 2017. The Implementation Schedule details a “Reduce use of single use shopping bags county-wide” program and recommends a one (1) year timeframe for implementation. Single-Use Shopping Bags The use of single-use shopping bags has severe environmental impacts on a local and global scale, including greenhouse gas emissions, litter, harm to wildlife, atmospheric acidification, water consumption and solid waste generation. A single-use shopping bag means any bag made of plastic, paper, or other material that is provided by a store to a customer at the point of sale for the purpose of transporting goods and is not a multiple use bag that is made of cloth, fiber or other machine washable fabrics that is at least 2.25 mil thick and has a minimum life of over 75 uses and can carry over 18 pounds. Numerous communities across the world and the nation, in order to reduce waste, reduce carbon emissions, protect wildlife and ensure that the natural environment is improved, have enacted legislation to reduce the use of single-use shopping bags. The table in Attachment 1 describes elimination and reduction strategies that have been adopted by various communities in Colorado. Beyond just municipalities in Colorado, the states listed below have enacted state legislation to reduce the use of plastic bags: • California • Delaware • Illinois • Maine • New York • North Carolina • Rhode Island • District of Columbia To provide Council with an international perspective, below is a list of countries that have enacted some form of plastic bag ban or restriction: • Australia • Bangladesh • Brazil • China • Denmark • England • France • Germany • Republic of Ireland • Italy • Mexico • Rwanda • Scotland Polystyrene Foam Food Service Ware Polystyrene is a type of plastic that is made of fossil fuels and synthetic chemicals and cannot be recycled. Polystyrene foam, also known as “Styrofoam,” is generally used to make items such as cups, bowls, plates and take-out food containers. Polystyrene foam is a common pollutant and a threat to natural ecosystems that fragments into smaller, non-biodegradable pieces that are difficult to clean up and can harm marine life and other wildlife. Cities in the states listed below have enacted ordinances banning polystyrene in some capacity: • California • Maine • Massachusetts • New Jersey • New York • Oregon • Texas • Washington • District of Columbia STAFF RECOMMENDATIONS: Single-Use Disposable Bag Ordinance Staff recommends that a single-use disposable bag ordinance in Avon contain the following elements: 1. Ban on plastic bags 2. $0.10 fee on paper bags 3. Phased approach, similar to the Town of Vail  Phase 1: Would apply to grocery stores only  Phase 2: Would apply to all retail stores in Avon 4. Fee collected is designated to a “waste reduction” line item for expenditures that are intended to mitigate the effects of disposable bags. A portion of the fee is retained by grocery stores for administration. 5. A reasonable timeline for implementation 6. Penalties for non-compliance 7. Exemptions for produce bags, newspaper bags, laundry-dry cleaning bags, etc. Polystyrene Foam Food Service Ware Ordinance Staff recommends that a polystyrene foam food service ware ordinance in Avon contain the following elements: 1. Prohibition on food vendors from providing prepared food to customers in disposable food service ware that uses polystyrene foam. 2. Requirement for all food vendors, Town facilities, and Town contractors and vendors doing business with the Town, who use any disposable food service ware to use biodegradable or compostable disposable food service ware. 3. A reasonable timeline for implementation 4. Penalties for non-compliance ATTACHMENT: Attachment 1 – Single-Use Bag Waste Reduction Program Comparison ATTACHMENT 1 Single-Use Bag Waste Reduction Program Comparison TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Virginia C. Egger, Town Manager Meeting Date: May 9, 2017 Agenda Topic: RESOLUTION 17-09 IN SUPPORT OF CAREERWISE FOR EAGLE COUNTY ACTION BEFORE COUNCIL Erik Williams, Director of Community Development for the Vail Valley Partnership, has requested support from the Town of Avon for the CareerWise apprenticeship program in Eagle County. The County’s application is currently pending with the State of Colorado. PROPOSED MOTION I move to approve Resolution 17-09 In Support of CareerWise for Eagle County. SUMMARY Mr. Williams has provided the following email to Town Council making the request for support and program elements. ATTACHMENTS RESOLUTION 17-09 IN SUPPORT OF CAREERWISE FOR EAGLE COUNTY Email from Mr. Erik Williams Page 2 of 4 TOWN OF AVON, COLORADO RESOLUTION 17-09 A RESOLUTION IN SUPPORT OF CAREERWISE FOR EAGLE COUNTY A RESOLUTION INDICATING APPROVAL OF THE VAIL VALLEY PARTNERSHIPS EFFORTS IN CONJUNCTION WITH EAGLE COUNTY SCHOOLS, COLORADO MOUNTAIN COLLEGE, YOUTHPOWER365 AND OTHER ENTITIES IN APPLYING TO BE THE NEXT COMMUNITY TO BE SELECTED FOR CAREERWISE IMPLEMENTATION WHEREAS, the Avon Town Council has reviewed the information provided regarding CareerWise; and WHEREAS, the Town Council has found the model of CareerWise to be reflective of the needs and goals of the county, supported by local education as well as the business community recognizing that the same pathway through high school and beyond will not work for every student; and WHEREAS, there is no financial commitment required from this or any other town/local government entity. With appropriately structured apprenticeships, those that focus on business as well as student needs, the CareerWise model has been proven to provide a positive return on investment for most businesses as well as encourage a local “pipeline” of jobs for the community; and WHEREAS, no guarantee is made that Eagle County will be the next community selected, this is simply in support of said application. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: The Town of Avon, Colorado, gives full an unwavering support to the efforts being put forth to secure Eagle County as the next CareerWise community. ADOPTED this 9th day of May, 2017. AVON TOWN COUNCIL By: ______________________________ Attest: _____________________________ Jennie Fancher, Mayor Debbie Hoppe, Town Clerk Page 3 of 4 From: Erik Williams [mailto:Erik@visitvailvalley.com] Sent: Wednesday, May 03, 2017 9:32 AM To: Avon Council Web Subject: proposed resolution from the VVP Avon Town Council, Greetings from the Vail Valley Partnership. My name is Erik Williams and I am the Community Development Director at the Vail Valley Partnership. I’m excited to tell you that our county is being considered as the next site for an initiative called CareerWise. CareerWise is a non-profit organization focused on developing a robust apprenticeship program in Colorado that addresses the needs of businesses and students. By serving as an intermediary working with businesses, educators, and students, we are creating a program that provides all involved with numerous benefits. Students completing the apprenticeship will gain real-world skills and credentials that provide them with options to enter the workplace in a high-paying job or continue their education. In this program, businesses play a large role in building their own skilled and loyal workforce. This program has met with success in the Denver Metro area and they are currently looking for a rural community to partner with moving forward. We are applying, along with several other counties in CO, to be that next community. The Vail Valley Partnership is spearheading this application with the help of Eagle County Schools, Colorado Mountain College, Youth Power365, Vail Resorts, Vail Valley Medical Center and other notable businesses. We feel one of the ways to make our application “rise to the top” would be to have a letter of support from each of our local town entities. We are not asking for funding, the businesses will bear that cost knowing that their eventual ROI more than makes up for any initial training costs incurred. If you would be willing to write a letter in support of this we feel that it could go a long way. Please consider adding this to your agenda for the next meeting or sharing through email if that is appropriate. Our application group is meeting again on May 9th. If you are able to tell us that you plan to do this, or have the letter by then that would be above and beyond. If you need more time or information that is fine as well as we plan to send the final application with attached letters of support by the end of May. The link below contains more information. Please contact me with any questions that you might have, including if you would like myself or one of our group to address your council. We feel very strongly this is an important next step in our community and are honored to be a part of this. http://www.careerwisecolorado.org/ I’m attaching a sample Resolution of Support for you to consider as well as some additional information. While we understand you may all format these your own way we hoped this would guide you in that process. Thank you. The Vail Valley Partnership and all our partners in CareerWise. Erik Williams Director of Community Development Page 4 of 4 Heil Law & Planning, LLC Office: 970.468.0635 1022 Summit Drive Dillon, CO 80435 E-Mail: EricHeilLaw@gmail.com e-mail: ericheillaw@yahoo.com H EIL L AW TO: Honorable Mayor Fancher and Town Council members FROM: Eric J. Heil, Town Attorney RE: Ord. No. 17-07 - Eaglebend Affordable Housing Project Refinancing DATE: May 4, 2017 COUNCIL ACTION: Ordinance No. 17-07 is presented to the Avon Town Council as an emergency ordinance at the request of EagleBend Affordable Housing Corporation (“EBAHC”). EBAHC has indicated that it is prepared to close on its refinancing by mid-May and commence improvements to the Property, if all closing documents and agreements are completed. Adoption through the regular ordinance process requires two readings and would not be effective until 30 days after second reading, which would delay the refinance closing to late June at the earliest. Ordinance 17-01 approved the conveyance of the EBHAC housing property (“Property”) to the Colorado Housing and Finance Authority (“CHFA”). Since the Council’s approval of Ordinance No. 17-01, CHFA has indicated that it will not accept title temporarily as contemplated in the transaction as originally proposed and that it will not provide conduit financing to enable the refinancing to qualify for tax exempt financing. EBAHC has applied to Public Finance Authority (“PFA”) to assist with the refinancing. PFA is a governmental subdivision of the State of Wisconsin and has provided public financing to projects in 43 states, including Colorado as recently as January, 2017 (PFA provided financing for a charter school in Greeley). PFA has agreed to accept title and provide conduit public financing. Another amendment to the transaction is for PFA to hold the Property for at least 90 days before transferring back to EBAHC in order to comply with the original 63-20 Corp rules that restrict agreements to transfer a property back to a “user” within 90 days of the governmental sponsor taking title. Ordinance No. 17-07 has been revised to authorize conveyance of the Property by the Town of Avon to the PFA and to amend the Project Agreement to include PFA as a party. PROPOSED MOTION: “I move to [approve, approve with conditions, deny] first and final reading of Ordinance No. 17-07 AN EMERGENCY ORDINANCE ACCEPTING THE DONATION OF THE EAGLEBEND AFFORDABLE HOUSING PROPERTY, AUTHORIZING DISPOSAL OF SUCH PROPERTY, AND APPROVING A NEW PROJECT AGREEMENT BETWEEN THE TOWN OF AVON, THE PUBLIC FINANCE AUTHORITY AND EAGLEBEND AFFORDABLE HOUSING CORPORATION.” BACKGROUND: EBAHC – Existing Debt. EBAHC financed and constructed 294 apartment units as a “63-20 Corporation”. 63-20 Corporations are qualified to issue tax exempt debt under guidance of IRS Revenue Ruling for projects with a “public purpose” such as housing, hospitals, highways, and essential public infrastructure. 63-20 Corporations are required to have a governmental sponsor and are required to convey title to the property to the governmental sponsor at any time the debt is paid in full. 63-20 Corporations are also required to permit the governmental sponsor to acquire title to the project at any time that the governmental sponsor pays the existing debt. EBAHC entered into a “Project Agreement” with M EMORANDUM& PLANNING, LLC Avon Town Council Eaglebend Affordable Housing Corporation Refinancing May 4, 2017 Page 2 of 6 the Town of Avon in 1990 which implemented these requirements of 63-20 Corporations. The Project Agreement requires the Town of Avon to provide consent to any refinancing of the existing debt. 63-20 Corporations are not permitted to extend the original maturity date of its initial debt. The original maturity date is July 1, 2021, at which time, a balloon payment of approximately $7.3 million would be required. The proposed refinancing would extend the debt payment period to 2047 (30 years) amortized over 35 years and would result in EBAHC to continue owning the Property. The limitation that prohibits extending the original financing of a 63-20 Corporation is the reason for the many challenges and complications in the proposed refinancing. EBAHC – Refinancing Proposal. • EBAHC indicated a desire to refinance its existing debt and issue approximately $11 million in new debt to accelerate major replacement and improvements to the Property in early 2016 and provided a specific proposal in June 2016 and request for the Town to consent to a refinancing in the amount of $24,500,000. • Council provided direction to study potential alternatives the proposed refinancing, which studies and working group meetings occurred during the fall of 2016. • At the January 10, 2017 Council meeting, Council voted to proceed to work with EBAHC to close on the proposed refinancing, including a donation by the Town of the Property to CHFA, which would hold title to the Property and providing conduit financing. • EBAHC amended its refinancing proposal, with a request to pay-off the existing outstanding debt on the EBAHC Property in the approximate amount of $12,655,000 and issue new debt of $16,355,000 for capital improvements on the Property, for a total issuance of $29,000,000, and increase in debt of $5.5M. • Council adopted Ordinance No. 17-01 on February 14, 2017, with amendments to authorize the Town Manager, Town Attorney, and Council Member Burch to review and negotiate the final documents and provided the following direction: 1. New debt shall not exceed $29 million; 2. New debt shall not incur an interest rate exceeding 4.5%; and, 3. The timeframe for pre-payment penalty shall be reasonable. • After adoption of Ordinance No. 17-01, CHFA determined that it would not take title to the Property and would not provide conduit financing. It was also discovered that a 1987 private letter ruling which allowed for simultaneous and sequential transfer of the property from EBHAC to Town, then Town to a state entity, then back to EBHAC, had been withdrawn by a subsequent private letter ruling in 1988. The result is that the transaction must comply with the requirement in the Project Agreement that, “. . . the Town shall not agree or otherwise be obligated to convey a fee interest in such property to any person (or a related person) who was a user thereof before the defeasance, within 90 days after the Town defeases such obligations.” Avon Town Council Eaglebend Affordable Housing Corporation Refinancing May 4, 2017 Page 3 of 6 •EBAHC has identified PFA as a state entity that is willing to accept title to the Property for at least 90 days and provide conduit financing which qualifies for tax exempt financing. •On April 24, 2017, the Town Council met in Executive Session, to receive legal advice on the requested changes, and selected Councilors Phillips and Burch, with the Town Attorney to meet with EBAHC about the proposal. Council also requested that staff develop one or more scenarios for the Town of Avon to directly finance the Property debt and capital of $29M. MAY 9, 2017 REFINANCING OR FINANCING OPTIONS: EBAHC Refinancing •The proposed EBAHC refinancing would issue $29M through the PFA. In order to achieve this tax exempt financing, EBAHC would transfer the Property to the Town of Avon, Avon would transfer the Property to PFA, and then PFA would transfer the Property to EBAHC at least 90 days after the conveyance to the Town of Avon. Note: Transfer of fee title to the Town of Avon is required to comply with the terms of the Project Agreement (discussed below) and thereby maintain the tax exempt status of the original bonds. •EBAHC has received a rate lock from FirstBank, which is attached to this memorandum. Please note: 1.The 30-year loan term/35 year amortization includes a fixed rate of 3.84% for the first 18 years of the loan, then the interest can adjust to two (2) points over the federal treasury rate (which would be approximately 4.5% at this time). EBAHC stated that banks are generally not willing to offer a longer fixed rate term for private placement of the loan. 2.Council provided direction when adopting Ordinance No. 17-01 that the interest rate not exceed 4.5%. The current rate lock cannot guarantee that the rate will not be higher than 4.5% for the last 12 years of the loan. •A draft Financing Agreement has been presented to the Town for the transactions. The Financing Agreement is among the PFA, EBAHC and FirstBank, and is similar to the existing Indenture Agreement. My review shows the terms in the Agreement state the Town’s rights are substantively identical in the Financing Agreement, and, references those rights as stated in the Project Agreement discussed below. Notes: 1.The Financing Agreement requires that PFA must provide a Deed of Trust for the Property to secure the payments of EBAHC. 2.EBAHC may prepay the PFA loan, with a prepayment price of 102% of the principal amount, if the prepayment occurs before 2027. 3.There is no requirement for PFA to transfer the Property to EBAHC. Avon Town Council Eaglebend Affordable Housing Corporation Refinancing May 4, 2017 Page 4 of 6 •Project Agreement: EBAHC would agree to a new Project Agreement with the same terms except as noted below. Under the new financing, a project agreement to satisfy the 63-20 Corporation requirements is not technically required; however, EBAHC has agreed that it will support the continuation of the Town’s rights as part of the refinancing. A new Project Agreement is attached with Ordinance No. 17-07 (Attachment 1). There are three substantive rights for the benefit of the Town in the existing Project Agreement, which are included in the new Project Agreement and are listed as follows: 1.The Town has the right to receive unencumbered fee title to the Property when the debt is paid-off. 2.The Town has the right to pay-off existing debt at any time and then receive unencumbered fee title to the Property. 3.Any amendment, modification or extension of debt on the Property is subject to the Town’s review and approval. The new Project Agreement is virtually the same as the 2006 Project Agreement with these exceptions: 1.The term “Financing Agreement” is used rather than “Indenture Agreement”. 2.EBAHC has proposed a new Section 12 (no assignment or amendments without consent) and Section 13 (execution in counterpart). Since approval of Ordinance No. 17-01, the Project Agreement has been revised to state that assignment or amendments are subject to consent of the other party, which consent shall not be unreasonably withheld or delayed. Financing through the Town of Avon Due to challenges experienced by EBAHC in seeking financing through CHFA, at the direction of Town Council, Town staff researched the alternative financing through the Town. Attached is a memorandum from Dee Wisor, which outlines three potential methods for the Town to acquire the Property and provide the financing for the Property. Several financing term scenarios are also provided. The implications of each financing alternative are summarized below. In all instances, it is assumed that the existing property management agreement with Polar Star would continue, and therefore Town would not assume day to day property management or administration duties. If the Town pursues revenues bonds or any financing alternatives other than the terms offered by FirstBank, then additional time to secure such financing is expected. 1.Housing Enterprise Fund Revenue Bonds: There would be no deed of trust on the property. Bonds would be issued based on a pledge of the revenues from EagleBend. Revenues could only be used for purposes of a Housing Enterprise Fund. Authorization would require adoption of resolution to establish Enterprise Fund and adoption of ordinance to authorize bond issuance. No Avon Town Council Eaglebend Affordable Housing Corporation Refinancing May 4, 2017 Page 5 of 6 voter approval is required for revenues bonds issued by an Enterprise Fund under TABOR. The ordinance authorizing revenue bonds is subject to referendum unless adopted as an emergency ordinance. Title would be acquired by the Town and any future conveyance or sale would be subject to voter approval in accordance with the Home Rule Charter. The use of an Enterprise Fund and revenue bonds would not affect the Town’s credit rating for other future debt issuances. Earliest possible closing would be the middle of July. 2.Lease Purchase Agreement/COPs: There would be no deed of trust on the property. Bonds would be issued based on a pledge of the use of the EagleBend property through lease agreements. Some financial institutions may require holding title during the loan repayment period. Authorization would require adoption of ordinance to authorize bond issuance. Title could be taken by a Town controlled non-profit. No voter approval is required for the issuance of Lease Purchase Agreements/COPs. Title would be acquired by the Town and therefore voter approval would be required to convey or sell the Property in the future without voter approval. The use of COPs, even though a Town controlled non-profit, would affect the Town’s credit rating for future debt issuance. Earliest possible closing would be the middle of July. 3.Housing Authority Revenue Bonds: A Housing Authority formed by statute is able to execute a deed of trust. Formation requires a petition signed by 25 residents, a hearing and then a resolution by Council to make findings and a resolution to appoint a Housing Authority Commission (which may be Council or may be independent). The Authority may issue revenue bonds and/or secure debt with a deed of trust. Authorization of debt may occur through resolution of a Housing Authority. Title would be not acquired by the Town and Authority would retain the ability to convey or sell the Property in the future without voter approval. The Town’s credit rating would not be affect by debt issue of a Housing Authority. The Housing Authority is subject to certain standards for tenant eligibility per statute. Earliest possible closing would be the end of May LEGAL ISSUES: Emergency Ordinance: The Avon Home Rule Charter, Section 6.6 authorizes adoption of an emergency ordinance. Emergency Ordinances only require one reading and take effect immediately on final passage. Emergency Ordinances require the concurring vote of 5 Council members. Avon Council has not adopted any emergency ordinances in the last 8 years. In this circumstance, the approval is substantially similar to Ordinance No. 17-01. EBAHC has indicated that it is prepared to close by mid-May and commence improvements to the Property. Adoption through the regular ordinance process requires two readings and would not be effective until 30 days after second reading, which would be late June at the earliest. PFA Holding of Title: There is no legal obligation for PFA to transfer the Property back to EBAHC. It appears that owning real property is not the principle business of PFA. The Project Agreement has been revised so that the Town of Avon has the same rights during the period that PFA holds title to the Property. PFA Approval: PFA has indicated that it intends to provide financing for the refinancing and assist with this transaction, including holding title. Avon Town Council Eaglebend Affordable Housing Corporation Refinancing May 4, 2017 Page 6 of 6 Quit Claim Deed forms: As acknowledged in the Ordinance, the Town is receiving the Property as a “donation” because it is not paying off the existing $11+ million outstanding debt balance. Under the Town’s Home Rule Charter, the Town may receive and then dispose of donations of real property in accordance with the terms of the donation under Section 18.4 without falling under the requirement of voter approval to dispose of municipally owned property in “use for public purpose” under Section 18.3. OPTIONS: The Town Council has the following options: 1.Approve the refinancing as proposed by EBAHC with financing through Public Finance Authority by emergency ordinance to allow closing as soon as mid-May. 2.Approve the refinancing as proposed by EBAHC with financing through Public Finance Authority by two readings of an ordinance which would result in closing no sooner than late June. NOTE: Council can simply approve Ordinance 17-07 as a first reading and set a public hearing for the next Council meeting. The Ordinance would then be amended to delete the emergency provisions. The earliest closing date would the end of June. 3.Pursue financing through the Town rather than Public Finance Authority and retain ownership of the Property. Financing through a revenue bond which would require the establishment of an enterprise fund by resolution and the approval of bonds by ordinance. Earliest closing would be end of May or middle of July depending on alternative. 4.Pursue low income housing tax credit financing through the Town and Colorado Housing and Finance Authority and retain ownership of the property. Timeframe and application requirements may be considerably more demanding and could result in closing taking six months to a year. 5.Take no action and/or provide direction to review other financing options not described herein. Thank you, Eric ATTACHMENTS: Attachment 1 – Ordinance No. 17-07 w/ the Project Agreement Attachment 2 – Draft Financing Agreement among Public Finance Authority, EagleBend Affordable Housing Corporation and FirstBank Attachment 3 – FirstBank Rate Lock Term Sheet Attachment 4 – Memorandum from Dee Wisor Attachment 5 – Town of Avon Financing Scenarios Ord 17-07 EagleBend Affordable Housing Corporation Property FINAL – May 9, 2017 Page 1 of 3 ATTACHMENT 1 TOWN OF AVON, COLORADO ORDINANCE NO. 17-07 AN EMERGENCY ORDINANCE ACCEPTING THE DONATION OF THE EAGLEBEND AFFORDABLE HOUSING PROPERTY, AUTHORIZING DISPOSAL OF SUCH PROPERTY, AND APPROVING A NEW PROJECT AGREEMENT BETWEEN THE TOWN OF AVON, THE PUBLIC FINANCE AUTHORITY AND EAGLEBEND AFFORDABLE HOUSING CORPORATION WHEREAS, EagleBend Affordable Housing Corporation (“EBAHC”) owns an affordable rental housing project located on property described as follows: Parcel 1: Lot 2 and Tract A, Replat Number 1, Final Plat of Eaglebend Subdivision, Filing No. 4, According to the Plat Recorded July 17, 1992 in Book 584 at Page 995, County of Eagle, State of Colorado; and, Parcel 2: Lot 1, Riverside Subdivision, Town of Avon, According to the Final Plat Recorded September 1, 1989 on Book 512 at Page 802, County of Eagle, State of Colorado, (“Property”); and WHEREAS, EBAHC desires to refinance existing debt on the Property with an approximately current outstanding balance of approximately $11,515,000 in order to accelerate capital improvements to the Property, to take advantage of low interest rates, and to provide for more favorable amortization of the debt; and, WHEREAS, EBAHC proposes refinancing such debt and borrowing additional moneys in order to make new improvements to the Property, by and through the Public Finance Authority, a political subdivision of the State of Wisconsin (“PFA”), which would require conveyance of the Property to the Town of Avon by donation and then conveyance to PFA, ; and, WHEREAS, EBAHC entered into the Eaglebend Affordable Housing Project Second Amended and Restated Project Agreement, dated August 1, 2006, (“Project Agreement”) with the Town of Avon, under which EBAHC must obtain consent of the Town of Avon for any amendment or modification of the Indenture (as referenced in the Project Agreement), which will be necessary for the refinancing; and, WHEREAS, EBAHC proposes to convey the Property by donation to the Town of Avon without the Town paying the outstanding debt balance, and in connection with such donation EBAHC requests that the Town reconvey the Property to PFA, which will initally lease the Property to EBAHC subject to such new and modified requirements as set forth in the new documents with respect to the refinancing; and, WHEREAS, Section 2.1 of the Avon Home Rule Charter provides that the Town Council may accept conveyances of real property to the Town and may dispose of real property and Ord 17-07 EagleBend Affordable Housing Corporation Property FINAL – May 9, 2017 Page 2 of 3 Section 18.4 of the Avon Home Rule Charter provides that the Town Council may receive gifts of property in fee simple and may dispose of such property in accordance with the terms of the gift; and WHEREAS, the Avon Town Council finds that facilitating the refinancing of the Property will allow for a more favorable amortization schedule with respect to the financing of the Property, will provide necessary new funds to accelerate capital improvements to the Property, and will extend the life of the Property which provides a substantial number of affordable housing rental units for the Avon community, and will thereby promote the health, safety and general welfare of the Avon community; and, WHEREAS, the Avon Town Council adopted Ordinance No. 17-01 which was substantially similar to this ordinance except that it authorized conveyance of the Property from the Town to the Colorado Housing and Financing Authority, which has since indicated that it is not willing to accept title to the Property; and, WHEREAS, Avon Home Rule Charter, Section 6.6 permits the adoption of ordinances on one reading with the concurring vote of five (5) Council members after posting notice of a public hearing and conducting a public hearing; and, WHEREAS, the Avon Town Council finds that the adoption of this Ordinance is necessary to the immediate preservation of the public health safety and welfare of the Avon community by permitting EBAHC to proceed with refinancing and commence construction of valuable capital improvements to the Property which will directly benefit the current and future residents of the Property. 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. Acceptance of Donation Property. The Town Council hereby accepts the donation of the Property by and through a Quit Claim Deed and which acceptance of title to the Property shall be subject to the terms and conditions of the refinancing and the new Project Agreement, as described below in Section 4, the form of such Quit Claim Deed shall be subject to review and approval of the Mayor, Town Attorney, Town Manager and Council member Megan Burch as the Town of Avon appointee to the EBAHC Board. Section 3. Authorization to Reconvey Property. The Town Council hereby authorizes the Mayor, Town Clerk, Town Manager and Town Attorney to execute all documents and take such action to reconvey the Property to PFA by Quit Claim Deed in accordance with the terms and conditions of the refinancing and the new Project Agreement, as described in Section 4, the form of such Quit Claim Deed shall be subject to the review and approval of the Mayor, Town Ord 17-07 EagleBend Affordable Housing Corporation Property FINAL – May 9, 2017 Page 3 of 3 Attorney, Town Manager and Council member Megan Burch as the Town of Avon appointee to the EBAHC Board. Section 4. Approval of 2017 Project Agreement. The Town Council hereby approves the new Project Agreement with EBAHC and PFA, attached hereto as Exhibit A, which final form and completion, including but not limited to review of the Financing Agreement, shall be subject to review and approval of the Mayor, Town Attorney, Town Manager and Council member Megan Burch as the Town of Avon appointee to the EBAHC Board. Section 5. Severability. If any provision of this Ordinance, or the application of such provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. The Town Council hereby declares that it would have passed this Ordinance and each provision thereof, even though any one of the provisions might be declared unconstitutional or invalid. As used in this Section, the term “provision” means and includes any part, division, subdivision, section, subsection, sentence, clause or phrase; the term “application” means and includes an application of an ordinance or any part thereof, whether considered or construed alone or together with another ordinance or ordinances, or part thereof, of the Town. Section 6. Effective Date. This Ordinance shall take effect immediately upon adoption in accordance with Section 6.6 of the Avon Home Rule Charter. 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. The Town Clerk is ordered to publish this Ordinance in accordance with Chapter 1.16 of the Avon Municipal Code. INTRODUCED AND ADOPTED ON FIRST AND FINAL READING on May 9, 2017. BY: ATTEST: ____________________________ ____________________________ Jennie Fancher, Mayor Debbie Hoppe, Town Clerk APPROVED AS TO FORM: ____________________________ Eric J. Heil, Town Attorney 1 DRAFT: May 2, 2017 EAGLEBEND AFFORDABLE HOUSING PROJECT PROJECT AGREEMENT THIS PROJECT AGREEMENT (the “Agreement”) is made as of _________, 2017, by and between EAGLEBEND AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation (the “Corporation”), PUBLIC FINANCE AUTHORITY, a unit of government and a body corporate and politic of the State of Wisconsin (the “Authority”) (the Authority and the Corporation are collectively referred to as “Owner”) and the TOWN OF AVON, COLORADO, a Colorado home rule municipality (the “Town”). RECITALS: A. The Corporation has been organized under the Colorado Nonprofit Corporations Act to acquire property in order to provide affordable housing facilities, for the benefit and on behalf of the Town and its inhabitants. B. The Corporation shall incur a loan in the principal amount of $29,000,000 (“Loan”) pursuant to a Financing Agreement (“Financing Agreement”) by and among the Authority, the Corporation and FirstBank (the “Lender”) dated ___________, 2017 for the purposes of (ii) refunding and redeeming in full the outstanding EagleBend Affordable Housing Corporation Variable and Fixed Rate, Senior and Subordinate, Multifamily Housing Project Revenue Refunding Bonds, Series 2006 (the “Refunded Bonds”), and (ii) providing additional moneys to make certain improvements to the Project (defined below). The Refunded Bonds were issued for the purpose of refunding prior bonds which were issued for the purpose of acquiring and constructing real and personal property operated by the Corporation and known as the “EagleBend Affordable Housing Project” (the “Project”), located on the property described in Exhibit A hereto, to provide dwelling accommodations at rental rates within the means of individuals or families of low or moderate income, as determined by the Board of Directors of the Corporation from time to time. C. In connection with the Refunded Bonds, the Town and the Corporation entered into a Project Agreement dated August 1, 2006 (“Prior Project Agreement”). This Agreement amends and restates the Prior Project Agreement. D. The Prior Project Agreement was recorded in the office of the Eagle County Clerk and Recorder on September 26, 2006 with Reception No. 200626171. E. In connection with the Loan, the Authority will receive title to the Project and lease it to the Corporation pursuant to the Lease. All capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed thereto in the Financing Agreement. 2 DRAFT: May 2, 2017 TERMS For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Town, the Authority and the Corporation, on behalf of themselves and their respective successors and assigns, agree as follows: Section 1. Project Operations. The Owner hereby covenants and agrees to operate the Project at standards required to provide decent, safe, and sanitary housing facilities at reasonable rental rates, in a sound and economical manner, as provided in the Financing Agreement. Nothing herein or in any resolutions of the Town shall be interpreted to require the Town to undertake responsibility for operation of the Project. The Owner shall indemnify and hold harm less the Town, its officers, agents and employees and members of its Town Council with respect to any liability or damages arising under actions or claims against the Town as a result of the operation of the Project by the Owner. Section 2. Town Benefit. The Owner covenants and agrees that all activities of the Owner shall be undertaken for the benefit of the Town. Upon termination of this Agreement, the Town shall be entitled to acquire title to the Project without cost, as provided in the Financing Agreement. Section 3. Right to Acquire. As further provided in the Financing Agreement, the Town is hereby granted the right to obtain, at any time, fee title and exclusive possession of property (including the Project) financed by obligations of the Owner (including the Loan) free from liens and encumbrances created by the Owner related to the Loan (but subject to other Permitted Encumbrances, as defined in the Financing Agreement), and any additions to such property, by (i) placing into escrow an amount that will be sufficient to defease such Loan and other obligations, (ii) paying reasonable costs incident to the defeasance, and (iii) complying with all other requirements of the Financing Agreement. The Town, at any time before it defeases such obligations, shall not agree or otherwise be obligated to convey any interest in such property to any person (including the United States of America or its agencies or instrumentalities) for any period extending beyond or beginning after the Town defeases such obligations. In addition, the Town shall not agree or otherwise be obligated to convey a fee interest in such property to any person (or a related person) who was a “user” thereof before the defeasance, within 90 days after the Town defeases such obligations. Section 4. Unencumbered Title. If the Town exercises its option under Section 3, the Owner shall immediately cancel all encumbrances on such property, including all leases and management agreements (subject to certain Permitted Encumbrances as aforesaid). Any lease, management contract, or similar encumbrance on such property will be considered immediately cancelled if the lessee, management company, or other user vacates such property within a reasonable time, not to exceed 90 days, after the date the Town exercises its rights under Section 3. 3 DRAFT: May 2, 2017 Section 5. Default Rights. Upon the occurrence of an “Event of Default” as defined in Sections 1.2 and 7.1 of the Financing Agreement, the Owner shall cause the Lender, within five days of such occurrence, to provide notice to the Town, and the Town shall have the option to cure such Event of Default within 90 days after receipt of such notice. As provided in Section 8.16(d) of the Financing Agreement, amounts advanced by the Town as a result of the exercise of this option to cure monetary defaults hereunder and reasonable, direct expenses of the Town advanced to cure nonmonetary defaults hereunder shall be deemed to be indebtedness of the Owner to the Town and which indebtedness shall bear interest at the annual rate of eight percent (8%). In addition to the foregoing and consistent with Section 8.16(e) of the Financing Agreement, if pursuant to Section 7.2(b) of the Financing Agreement, the Lender declares the principal of the Loan then outstanding to be due and payable and any foreclosure proceeding or other action is commenced under the Financing Agreement or the Deed of Trust, which could lead to the sale or other disposition of the property pledged thereunder, the Town is here-by granted an exclusive option to purchase all such property (including the Project), for the amount of the outstanding Loan and other indebtedness of the Owner relating to the Project and accrued interest to the date of default. The Town shall have not less than 90 days from the date it is notified by the Lender of such action in which to both exercise the option and purchase the property. Nothing herein shall be construed to create any obligation of the Town to cure any Event of Default. Section 6. Funds for Defeasence or Purchase. In the event the Town exercises its options under Section 3 or 5 hereof, the Town shall receive a credit towards its defeasance or purchase costs in the amount of any fund or account balances of the Owner held by the Lender for the sole purpose of paying amounts due and owing under the Financing Agreement with the exception of (i) an amount representing operation and maintenance expenses, required by the Owner’s current operating budget through the date of defeasance or purchase, and (ii) any amount needed to pay additional interest on the Loan or expenses in connection with such defeasance.] Section 7. Title. Unencumbered fee title (subject to certain Permitted Encumbrances as aforesaid) to the Project and any additions thereto and exclusive possession and use thereof will vest in the Town, or Town’s assignee as permitted in Section 12 hereof, without demand or further action on its part when all obligations issued under the Financing Agreement (including the Loan) are discharged. For purposes of this Section 7, such obligations will be discharged when (i) cash is available at the place of payment on the date that the obligations are due (whether at maturity or upon call for prepayment), (ii) interest ceases to accrue on the obligations, or (iii) as otherwise provided for in the Financing Agreement. All leases (except for leases of individual rental units), management contracts and similar encumbrances on the Project shall terminate upon discharge of said obligations. Encumbrances that do not significantly interfere with the enjoyment of such property, such as the Permitted Encumbrances, are not considered encumbrances for purposes of this Section. 4 DRAFT: May 2, 2017 Section 8. Financing Agreement Rights; Approval of Town. The Corporation and the Authority hereby covenant and agree that the provisions of the Financing Agreement granting any rights to the Town shall not be amended, modified or removed without the consent of the Town. By execution hereof, the Town hereby consents to the provisions of the Financing Agreement relating to the rights of the Town and confirms its approval of the incurrence of the Loan. Section 9. Term. This Agreement shall terminate upon the vesting of title to the Project in the Town as herein provided. Section 10. Burden on Property. This Agreement is a burden upon and runs with the property described in Exhibit A hereto and is binding upon the Owner and upon all persons or entities with any right, title or interest to such property or any part thereof. This Agreement may be released therefrom in the same manner as the release of property under the Deed of Trust executed in connection with the Loan. Section 11. Construction. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Financing Agreement, the terms and provisions of the Financing Agreement shall govern. Section 12. No Assignment, Amendments, Changes and Modifications without Consent. No assignment, amendment, change or modification of this Agreement is permitted without the express written consent of owner of the Project property, the Corporation and the Town, which consent shall not be unreasonably delayed or withheld. Section 13. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same agreement. [EXECUTION PAGES FOLLOW] 5 DRAFT: May 2, 2017 IN WITNESS WHEREOF, the undersigned have hereunto set their hand as of the day and year first mentioned above. TOWN OF AVON, COLORADO BY: _______________________________ ATTEST:____________________________ Jennie Fancher, Mayor Debbie Hoppe, Town Clerk APPROVED TO FORM: [SEAL] BY:_______________________________ Eric J. Heil, Town Attorney STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me on _______________, 2017 by Jennie Fancher, as Mayor, and Debbie Hoppe, as Town Clerk, on behalf of the TOWN OF AVON, COLORADO. WITNESS my hand and official seal My Commission expires: _______________________ [SEAL] ____________________________________ Notary Public 6 PUBLIC FINANCE AUTHORITY BY: _______________________________ ATTEST:____________________________ [SEAL] STATE OF WISCONSIN ) ) ss. COUNTY OF ________ ) The foregoing instrument was acknowledged before me on _______________, 2017 by ________________, as ___________, and ______________, as _____________, on behalf of the Public Finance Authority. WITNESS my hand and official seal My Commission expires: _______________________ [SEAL] ____________________________________ Notary Public DRAFT 7 EAGLE BEND AFFORDABLE HOUSING CORPORATION BY: _______________________________ ATTEST:____________________________ Gerald E. Flynn, President , Secretary [SEAL] STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ___ day of _________, 2017 by Gerald E. Flynn, as President, and ____________________, as Secretary, on behalf of EAGLEBEND AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation. WITNESS my hand and official seal My Commission expires: _______________________ [SEAL] ____________________________________ Notary Public DRAFT 8 EXHIBIT A Description of EagleBend Project Site The following real property and all buildings and improvements, and fixtures or appurtenances, now or hereafter erected thereon: Parcel 1 LOT 2 AND TRACT A, REPLAT NUMBER 1, FINAL PLAT OF EAGLEBEND SUBDIVISION, FILING NO. 4, ACCORDING TO THE PLAT RECORDED JULY 17, 1992 IN BOOK 584 AT PAGE 995, COUNTY OF EAGLE, STATE OF COLORADO. Parcel 2 LOT 1, RIVERSIDE SUBDIVISION, TOWN OF AVON, ACCORDING TO THE FINAL PLAT RECORDED SEPTEMBER 1, 1989 ON BOOK 512 AT PAGE 802, COUNTY OF EAGLE, STATE OF COLORADO. DEN 99268318v4 DEN 99288267v4 DRAFT FINANCING AGREEMENT AMONG PUBLIC FINANCE AUTHORITY AND EAGLEBEND AFFORDABLE HOUSING CORPORATION AND FIRSTBANK Dated _______________, 2017 [$29,000,000] Public Finance Authority Financing Agreement Revenue Loan Obligation (EagleBend Affordable Housing Project) Series 2017 Table of Contents Page DEN 99288267v4 i ARTICLE 1 DEFINITIONS .......................................................................................................... 3 Section 1.1 General ................................................................................................. 3 Section 1.2 Definitions............................................................................................ 3 ARTICLE 2 REPRESENTATIONS.............................................................................................. 8 Section 2.1 Representations by the Authority......................................................... 8 Section 2.2 Representations by the Borrower ......................................................... 8 ARTICLE 3 MAKING THE LOANS AND APPLICATION OF THE PROCEEDS THEREOF...................................................................................................... 12 Section 3.1 Agreement to Make the Loans; Application of Proceeds .................. 12 Section 3.2 Conditions to Closing ........................................................................ 12 Section 3.3 Authorization of the Loans; Interest Rates ........................................ 13 Section 3.4 Prepayment of Loans at Option of the Borrower ............................... 14 Section 3.5 Notice of Prepayment ........................................................................ 15 Section 3.6 Ownership and Use of the Collateral ................................................. 15 Section 3.7 Tax Covenant ..................................................................................... 15 ARTICLE 4 PROVISIONS FOR PAYMENT ............................................................................ 16 Section 4.1 Loan Payments ................................................................................... 16 Section 4.2 Administration Expenses ................................................................... 16 Section 4.3 Cessation of Accrual of Interest ......................................................... 16 Section 4.4 Unconditional Obligations; Security.................................................. 16 ARTICLE 5 MAINTENANCE, TAXES, INSURANCE, USE OF NET PROCEEDS, ETC. ............................................................................................................... 18 Section 5.1 Maintenance ....................................................................................... 18 Section 5.2 Taxes and Other Governmental Charges ........................................... 18 Section 5.3 Section 5.3 Insurance ......................................................................... 18 Section 5.4 Use of Net Proceeds ........................................................................... 18 Section 5.5 No Sale or Liens................................................................................. 18 ARTICLE 6 SPECIAL COVENANTS ....................................................................................... 19 Section 6.1 No Warranty of Condition or Suitability of the Mortgaged Property by the Authority and the Lender ........................................ 19 Section 6.2 Borrower’s Assets .............................................................................. 19 Section 6.3 Further Assurances............................................................................. 19 Section 6.4 Release and Indemnification .............................................................. 19 Table of Contents (continued) Page DEN 99288267v4 ii Section 6.5 Authority of Representatives ............................................................. 21 Section 6.6 Right of Access .................................................................................. 21 Section 6.7 Covenants of Borrower to Authority and Lender .............................. 21 Section 6.8 Incurrence of Indebtedness ................................................................ 23 Section 6.9 Operating Accounts ........................................................................... 23 ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES ......................................................... 24 Section 7.1 Events of Default ............................................................................... 24 Section 7.2 Remedies on Default .......................................................................... 25 Section 7.3 Remedies Cumulative ........................................................................ 26 Section 7.4 Waiver and Cure of Default ............................................................... 26 Section 7.5 Application of Moneys ...................................................................... 26 Section 7.6 Failure of the Lender to Perform Obligations; Restrictions on Transfer of Authority’s Loan ............................................................. 27 Section 7.7 Agreement to Pay Attorneys’ Fees and Expenses ............................. 27 Section 7.8 Rights of Town Upon Default............................................................ 27 ARTICLE 8 MISCELLANEOUS ............................................................................................... 28 Section 8.1 Term of This Financing Agreement ................................................... 28 Section 8.2 Notices ............................................................................................... 28 Section 8.3 Assignment by the Borrower ............................................................. 29 Section 8.4 Assignment and Pledge by Authority ................................................ 29 Section 8.5 Binding Effect .................................................................................... 30 Section 8.6 Severability ........................................................................................ 30 Section 8.7 No Amendments, Changes and Modifications without Unanimous Consent ........................................................................... 30 Section 8.8 Execution in Counterparts.................................................................. 30 Section 8.9 Governing Law .................................................................................. 30 Section 8.10 Captions ............................................................................................. 30 Section 8.11 No Pecuniary Liability of the Authority; Authority’s Performance ....................................................................................... 30 Section 8.12 No Violations of Law......................................................................... 31 Section 8.13 Payments due on Holidays ................................................................. 31 Section 8.14 Records of the Lender ........................................................................ 31 Section 8.15 No Fiduciary Relationship, Etc .......................................................... 32 Section 8.16 Town’s Rights .................................................................................... 32 EXHIBIT A – MORTGAGED PROPERTY EXHIBIT B – FORM OF INVESTMENT LETTER EXHIBIT C – FORM OF NOTE FROM THE BORROWER TO THE AUTHORITY WITH ASSIGNMENT FROM THE AUTHORITY TO THE LENDER 1 DEN 99288267v4 THIS FINANCING AGREEMENT is dated _______ ____, 2017, and is by and among PUBLIC FINANCE AUTHORITY, a unit of government and a body politic and corporate of the State of Wisconsin, EAGLEBEND AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation, and FIRSTBANK, a Colorado state banking corporation. PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of this Financing Agreement. RECITALS A. The Authority is authorized by the Act to enter into this Financing Agreement in order to effectuate the Project. B. The Borrower is authorized by law applicable as of the date hereof and its Articles of Incorporation to operate, maintain and develop property to be used for decent, safe and sanitary housing at affordable rental rates to individuals or families of low or moderate incomes, and proposes to finance and refinance certain of its costs with respect to the Project. C. FirstBank, the Lender hereunder, is in the business of making tax-exempt loans. D. By virtue of the authority of the Act and pursuant to the Loan Authorizing Resolution, the Authority will fund the Project by entering into this Financing Agreement and making the Borrower’s Loan to the Borrower upon the terms and conditions set forth herein. E. The Lender will loan to the Authority and the Authority will borrow from the Lender moneys to effect the Borrower’s Loan hereunder upon the terms and conditions set forth in this Financing Agreement. F. The Authority will loan to the Borrower and the Borrower will borrow from the Authority moneys to effect the Project upon the terms and conditions set forth in this Financing Agreement. G. THE AUTHORITY’S LOAN OBLIGATION SHALL BE A SPECIAL, LIMITED OBLIGATION OF THE AUTHORITY, PAYABLE SOLELY FROM PAYMENTS MADE BY THE BORROWER PURSUANT TO THIS FINANCING AGREEMENT AND SECURITY PLEDGED BY THE BORROWER HEREUNDER. THE AUTHORITY’S LOAN OBLIGATION SHALL NOT CONSTITUTE A DEBT OR INDEBTEDNESS OF THE AUTHORITY. THE AUTHORITY’S LOAN OBLIGATION DOES NOT CONSTITUTE A DEBT OR LIABILITY OF OR CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE STATE OF WISCONSIN, ITS LEGISLATURE, OR ANY COUNTIES, MUNICIPALITIES, POLITICAL SUBDIVISIONS OR AGENCIES THEREOF. H. The Bonds which are being refunded with a portion of the Borrower’s Loan were issued for the purpose of refunding prior bonds which were issued for the purpose of financing 2 DEN 99288267v4 the costs of the acquisition and construction of the Financed Facility. An interest rate exchange agreement was entered into by the Borrower in connection with the Bonds. I. Under a Second Amended and Restated Project Agreement dated as of August 1, 2006, by and between the Borrower and the Town, which was entered into in connection with the Bonds, upon payment in full of the outstanding Bonds, unencumbered fee title to the Financed Facility and the Land shall be transferred to the Town. J. In order to facilitate the making of the Loans, the Town immediately upon obtaining fee title to the Financed Facility and Land desires to gift and transfer fee title to such Financed Facility and Land to the Authority, and the Authority desires initially to lease the Financed Facility and Land to the Borrower, and the Borrower desires to lease the Financed Facility and the Land from the Authority and to incur the Borrower’s Loan in order to finance the refunding of the Bonds, and the making of improvements to the Financed Facility. K. The Loans are being incurred solely on behalf of the Town, and pursuant to the Project Agreement, the Borrower has provided that upon payment in full of the Loans encumbered fee title to the Financed Facility will vest solely in the Town. THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the parties agree as follows: 3 DEN 99288267v4 ARTICLE 1 DEFINITIONS Section 1.1 General. All definitions herein shall be applicable to the singular and plural form of the term defined. Section 1.2 Definitions. Except where the context indicates otherwise, the following terms shall have the meanings set forth below: “Act” means Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as amended. “Additional Indebtedness” means any of the following incurred by the Borrower after the date of this Financing Agreement (i) all obligations of the Borrower for borrowed money, (ii) all installment sales, conditional sales and capital lease obligations incurred or assumed by the Borrower, (iii) all guaranties, letter of credit obligations, surety bonds and similar instruments, and (iv) all net obligations of the Borrower under any interest rate swap or similar instrument. Additional Indebtedness shall not include any obligation incurred by the Borrower in the ordinary operation of its facilities, any obligation to contribute to self-insurance, pension or other risk management programs, indemnification obligations, or any fees or expenses payable in connection with the incurrence of Additional Indebtedness. “Administration Expenses” means the reasonable and necessary expenses incurred or charged by the Authority and the Lender, respectively, in performing their respective duties or exercising their respective rights under, or otherwise administering, this Financing Agreement, the Deed of Trust and the other Borrower Documents. “Authority” means the Public Finance Authority, and its successors and assigns. “Authority Documents” means this Financing Agreement, the Lease and any other documents entered into by the Authority in connection herewith. “Authority Indemnified Persons” means, collectively (i) the Sponsors, (ii) the Members and (iii) each and all of the Authority’s, the Sponsors’ and the Members’ respective past, present and future directors, board members, governing members, trustees, commissioners, elected or appointed officials, officers, employees, authorized signatories, attorneys, agents and advisers (including counsel and financial advisers) and each of their respective heirs, successors and assigns. “Authority’s Loan” means the loan in the principal amount of $[29,000,000] to the Authority made by the Lender under this Financing Agreement (the Authority’s obligation to make payments being more fully described as the Authority’s Financing Agreement Revenue Loan Obligation). “Authorized Authority Representative” means any officer, director or other person designated by resolution of the Authority (whether such resolution is adopted in connection with the Authority’s Loan or otherwise) as an ‘Authorized Signatory’ empowered to, among other 4 DEN 99288267v4 things, execute and deliver on behalf of the Authority this Financing Agreement and the other documents to be executed by the Authority in connection herewith. “Authorized Borrower Representative” means the President and Chief Executive Officer of the Borrower or any other person from time to time designated to act on behalf of the Borrower by written certificate furnished to the Authority and the Lender, containing the specimen signature of such person and signed by an officer of the Borrower; the certificate may designate an alternate or alternates. “Authorized Lender Representative” means any senior vice president of the Lender, or any other person from time to time designated to act on behalf of the Lender by written certificate furnished to the Authority and the Borrower, containing the specimen signature of such person and signed by an officer of the Lender; the certificate may designate an alternate or alternates. “Bonds” means the EagleBend Affordable Housing Corporation Variable and Fixed Rate, Senior and Subordinate Multifamily Housing Project Revenue Refunding Bonds, Series 2006 in the outstanding principal amount of $11,515,000. “Borrower” means EagleBend Affordable Housing Corporation, a Colorado nonprofit corporation in good standing and duly authorized to conduct business in the State. “Borrower Documents” means this Financing Agreement, the Project Note, the Tax Agreement, the Lease, the Leasehold Deed of Trust, the Project Agreement and all other documents entered into by the Borrower in connection with this Financing Agreement. “Borrower’s Loan” means the Loan in the principal amount of $[29,000,000] made under this Financing Agreement by the Authority to the Borrower to fund the Project and evidenced by the Project Note. “Business Day” means a day of the year other than (a) a Saturday or Sunday, (b) a day on which the Lender is required or authorized to remain closed or (c) a day on which the Federal Reserve System is closed. “Closing Date” means ______ ______, 2017, the date of execution and delivery of this Financing Agreement. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” means the Mortgaged Property, and certain furniture, fixtures, and equipment in which the Borrower has granted to the Lender a security interest pursuant to the Deed of Trust, and all right, title and interest in the Project Agreement. “Deed of Trust” means that certain Deed of Trust with Security Agreement, of even date herewith, given by the Authority, as grantor, to the Public Trustee of Eagle County, Colorado, for the benefit of the Lender, providing for a lien and security interest on the Collateral, and securing the Borrower’s payment and performance obligations hereunder and under the other Borrower Documents. 5 DEN 99288267v4 “Environmental Laws” means any law, rule, or regulation pertaining to (a) any emission, discharge, release, runoff, disposal, or presence in the environment of any Environmental Substance, (b) any cleanup, containment, manufacturing, treatment, handling, transportation, storage, or sale of, or other activity pertaining to, any Hazardous Material, or (c) any other peril to public or occupational health or safety or to the environment that may be posed by any Hazardous Material. “Event(s) of Default” means those events specified in Section 7.1 hereof. “Financed Facility” means the 294 unit affordable housing facility in Avon, Colorado and the Land (as defined in the Deed of Trust) on which such housing facility is located and described in Exhibit A hereto and an exhibit to the Deed of Trust. “Financing Agreement” means this Financing Agreement, as it may be amended, dated the Closing Date by and among the Authority, the Borrower and the Lender. “Hazardous Material” means any toxic substance, hazardous material, containment, waste, pollutant, or other similar product or substance that may pose a threat to public or occupational health or safety or to the environment. “Investment Letter” means a letter substantially in form attached hereto as Exhibit B signed by the Lender in connection with the making of the Authority’s Loan. “Joint Exercise Agreement” means the Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated June 30, 2010 as amended by an Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated September 28, 2010 by and among Adams County, Wisconsin, Bayfield County, Wisconsin, Marathon County, Wisconsin, Waupaca County, Wisconsin and the City of Lancaster, Wisconsin, as such agreement may be amended from time to time. “Lease” means the _____________ Lease dated as of __________________, 2017 by and between the Borrower and the Authority. “Leasehold Deed of Trust” means ___________________________________________. “Lender” means FirstBank, a Colorado state banking corporation, and its permitted successors and assigns. “Loan Authorizing Resolution” means the resolution of the Board of Directors of the Authority authorizing the Authority to enter into the Authority’s Loan from the Lender and the Borrower’s Loan to the Borrower and approving this Financing Agreement and related matters. “Loan Payment(s)” means the amounts required to be paid by the Borrower pursuant to Section 4.1 hereof. “Loans” means, together, the Authority’s Loan and the Borrower’s Loan all pursuant to this Financing Agreement. 6 DEN 99288267v4 “Member” means the parties to the Joint Exercise Agreement and any political subdivision that has been designated in the past, or from time to time in the future is designated, as a member of the Authority pursuant to the Joint Exercise Agreement. “Mortgaged Property” means the real property and improvements thereon of the Authority and the Borrower subject to the Deed of Trust, all as further described on Exhibit A. “Net Proceeds” means, when used with respect to any insurance payment or condemnation award, the gross proceeds thereof attributable to the Collateral or any portion thereof less those expenses (including attorneys’ fees) incurred in the collection of such gross proceeds. “Origination Fee” means $_____________. “Project” means the refunding of all the outstanding Bonds (including the payment of Swap termination fee and costs in connection therewith), and the financing of improvements to the Financed Facility. “Project Agreement” means the Project Agreement dated as of ______________, 2017 by and among the Borrower, the Authority and the Town. “Project Note” means the promissory note of the Borrower, dated the Closing Date, in the form attached as Exhibit C to this Financing Agreement and in the principal amount of $[29,000,000], evidencing the obligation of the Borrower to make Loan Payments related to the Borrower’s Loan and endorsed and assigned by the Authority to the Lender. “Revenues” means (a) the Loan Payments under the Borrower’s Loan, and (b) all of the moneys received or to be received by the Authority or the Lender in respect of the repayment of the Project Note. “Special Counsel” means the counsel who renders the opinion as to tax-exempt status of interest on the Authority Loan or such other nationally recognized municipal bond counsel as is mutually acceptable to the Authority, the Borrower and the Lender. “Sponsor” means the National League of Cities, the National Association of Counties, the Wisconsin Counties Association, the League of Wisconsin Municipalities, and any other person that holds itself out, or is identified by the Authority, as an organization sponsoring the Authority. “State” means the State of Wisconsin. “Swap” means the ISDA Master Agreement dated August 30, 2006 by and between EagleBend Affordable Housing Corporation and U.S. Bank National Association, together with the Schedule attached thereto. “Tax Agreement” means the Tax Compliance Agreement of the Authority and the Borrower delivered in connection with the initial execution and delivery of this Financing Agreement, as modified from time to time pursuant to its terms. 7 DEN 99288267v4 “Town” means the Town of Avon, Colorado. “Unassigned Rights” means the Authority’s rights to indemnification and its rights to reimbursement of attorneys’ fees and expenses and certain rights to perform discretionary acts hereunder. “Unmatured Default” has the meaning set forth in Section 6.7(g). (End of Article 1) 8 DEN 99288267v4 ARTICLE 2 REPRESENTATIONS Section 2.1 Representations by the Authority. The Authority represents that: (a) the Authority is a unit of government and a body corporate and politic of the State, duly organized and existing under the laws of the State, is authorized pursuant to the Act to enter into the transactions contemplated by this Financing Agreement and the Authority Documents and to carry out its obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Financing Agreement and the Authority Documents; and (b) the execution and delivery by the Authority of this Financing Agreement and compliance with the provisions on the Authority’s part contained therein will neither (i) conflict with or constitute a material breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor (ii) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by this Loan Agreement or the Authority Documents. Section 2.2 Representations by the Borrower. The Borrower represents and agrees that: (a) The Borrower is a nonprofit corporation duly organized and in good standing under the laws of the State of Colorado for the benefit of the Town; has the power and authority to purchase the Financed Facility and Land from the Authority and to enter into and to perform and observe the covenants and agreements on its part contained in this Financing Agreement and all other Borrower Documents, all for the benefit of the Town; and by proper action has duly authorized the execution and delivery of this Financing Agreement and all other Borrower Documents. (b) None of the execution and delivery of this Financing Agreement or any of the other Borrower Documents, the consummation of the transactions contemplated hereby and thereby, or the fulfillment of or compliance with the terms and conditions of this Financing Agreement or any other Borrower Documents violate any law or conflicts with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the Collateral under the terms of any instrument or agreement, other than this Financing Agreement and the other Borrower Documents. 9 DEN 99288267v4 (c) The aggregate and total cost of the Project is hereby determined to be not less than $[29,000,000], and the financing of such cost by the Authority with the proceeds of the Authority Loan will assist the Borrower in providing affordable housing within the Town for individuals and families of low and moderate income. (d) The Borrower is duly authorized and licensed to lease and operate the Financed Facility. (e) The Loan Payments with respect to the Borrower’s Loan due under this Financing Agreement are in amounts sufficient to pay the principal of and Prepayment Premium, if any, and interest on the Authority Loan; and this Financing Agreement requires the Borrower to pay all costs of maintenance, repair, taxes, payments in lieu of taxes, assessments, insurance premiums and all other expenses relating to the Collateral, so that the Authority will not incur any expenses on account of the Collateral, other than those that are covered by the payments by the Borrower provided for herein. (f) Except as described in writing delivered to the Authority and the Lender, neither the Borrower nor any other person, to its knowledge, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under or at the Mortgaged Property or any part thereof in material violation of applicable Environmental Laws. The Borrower hereby warrants and represents that it has complied and, in the future, will comply in all material respects with all applicable Environmental Laws. The Mortgaged Property to the Borrower’s knowledge has not previously contained and does not contain any underground storage tanks other than in compliance with all applicable Environmental Laws and have never been used by the Borrower or, to the best knowledge of the Borrower, by any other person, as a temporary or permanent storage or disposal site for any Hazardous Material except in compliance with all applicable Environmental Laws, The Borrower hereby represents and warrants to the Authority and the Lender that all Hazardous Material generated or utilized by the Borrower at the Mortgaged Property will be handled, stored, transported and disposed of in accordance with applicable Environmental Laws. (g) There are no actions, suits or proceedings or investigations pending or, to the best of the knowledge of the officer executing this Financing Agreement, threatened against the Borrower or the property of the Borrower, or involving the enforceability of this Financing Agreement or any other Borrower Documents, at law or in equity, or before or by any governmental authority, except actions which, if adversely determined, would not materially impair the ability of the Borrower to perform its obligations under this Financing Agreement or any other Borrower Documents, and to cause to be paid any amounts which may become payable under this Financing Agreement. The Borrower is not in default in any material respect under any mortgage, deed of trust, lease, loan or credit agreement, partnership agreement, or other instrument to which the Borrower is a party or by which it is bound. (h) No changes shall be made to the Financed Facility, including any additions or improvements thereto, which will affect the use of such facility in or for the 10 DEN 99288267v4 purposes of the Borrower or which will cause the Borrower to violate its representations contained herein. (i) The Collateral will be utilized and maintained in such manner as to conform with all applicable zoning, planning, building, environmental, and other regulations of all governmental authorities having jurisdiction over the Collateral. (j) Concurrent with the delivery hereof, the Borrower will execute and deliver the Leasehold Deed of Trust and the other Borrower Documents. (k) The Borrower has provided to the Lender a statement of financial position (or balance sheet), statement of activities (or income statement), and statement of cash flows, each as of December 31, 2015, audited and reported upon by independent certified public accountants. Those financial statements and reports from later periods, (i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) are complete, accurate, and a fair presentation of the financial condition of the Borrower as of the date(s) thereof and the results of its operations for the period(s) covered thereby (subject in the case of interim statements and reports to normal year-end audit adjustments). The Borrower is not obligated or liable for any indebtedness or other material financial obligation that is not reflected in the financial statements and reports provided to the Lender. Since December 31, 2015, no event has, or events have, occurred that individually or in the aggregate could have or have had a material adverse effect on the Borrower’s ability to repay the Borrower’s Loan or otherwise pay and perform its obligations hereunder and under the other Borrower Documents. After giving effect to the indebtedness and other liabilities and obligations of the Borrower arising under this Financing Agreement and the other Borrower Documents, the Borrower (1) is solvent (i.e., the aggregate fair value of its assets exceeds the sum of its liabilities), (2) has adequate working capital given the business and operations in which it is engaged or for which it has immediate plans to engage, and (3) is and will be able to pay its indebtedness and all other financial obligations as they mature. The Borrower (y) is not, and has never been, the subject of any federal or state bankruptcy proceeding, or any similar proceeding or action, and (z) is not currently considering or planning to commence any such proceeding. (l) This Financing Agreement and all other Borrower Documents to which the Borrower is a party constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights, and except to the extent specific remedies may generally be limited to equitable principles. (m) All information heretofore or contemporaneously herewith furnished by the Borrower to the Lender or the Authority for the purposes of or in connection with this Financing Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of the Borrower to the Lender or the Authority will be, true and accurate in every material respect on the date as of which such information is 11 DEN 99288267v4 dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading. Projections contained in any such materials have been made by the Borrower in good faith and based on the best information available to the Borrower. The Borrower agrees to promptly update any information previously provided to the Lender in the event that such information is no longer true or correct or otherwise becomes incomplete or misleading based on the then-current facts and circumstances. (End of Article 2) 12 DEN 99288267v4 ARTICLE 3 MAKING THE LOANS AND APPLICATION OF THE PROCEEDS THEREOF Section 3.1 Agreement to Make the Loans; Application of Proceeds. The Authority agrees to fund the Project by making the Borrower’s Loan to the Borrower from the proceeds of the Authority’s Loan. To provide funds to make the Borrower’s Loan, the Lender agrees to make the Authority’s Loan to the Authority. The Borrower will effect the Project by causing the proceeds of the Borrower’s Loan to be used for paying Project costs and by paying the costs related to the making of the Loans. The Lender shall make (i) an initial advance to the Borrower in the amount of $[12,400,000] to pay for the refunding and defeasance of the Bonds, including payment of the Swap termination fee and costs of issuance with respect to the Loans, and (ii) subsequent advances in the total amount of $[16,600,000] to pay for improvements to the Financed Facility upon written request of the Borrower, provided, however, that such advances shall be [made in accordance with the _____________ Agreement] [made as follows: _________________________________________________]. Section 3.2 Conditions to Closing. The Lender’s obligations under this Financing Agreement shall be subject to the condition that there shall have been delivered to the Authority and the Lender the following, all in form and substance satisfactory to the Authority and the Lender: (a) the Loan Authorizing Resolution, certified by the _____________ of the Authority that it is a true, correct and complete copy of the resolution duly adopted or authorized by the Board of Directors of the Authority and that it has not been amended, modified or rescinded and is in full force and effect as of the Closing Date; (b) this Financing Agreement duly executed by the Authority , the Lender and the Borrower; (c) the duly executed Project Note, with the duly executed Endorsement and Assignment from the Authority to the Lender attached thereto; (d) the Leasehold Deed of Trust and other Borrower Documents, duly executed by the Borrower; (e) certified copies of the Borrower’s organizational documents and certified resolutions of the board of directors of the Borrower authorizing the execution and delivery of this Financing Agreement and the other Borrower Documents; (f) the Tax Agreement, in form and substance acceptable to the Lender and the Authority , executed by an Authorized Authority Representative and an Authorized Borrower Representative; (g) an IRS Form 8038, in form satisfactory to the Lender; 13 DEN 99288267v4 (h) certificates satisfactorily evidencing continuing compliance with the insurance requirements of the Deed of Trust; (i) such other certificates of the Authority or the Borrower as may reasonably be required by the Lender to evidence compliance with the terms of this Financing Agreement; the Authority shall not be required to execute any certificates as to any matter in respect of which it has no liability under the terms of this Financing Agreement; (j) a written opinion of counsel to the Borrower in form and substance satisfactory to the Lender; (k) a written opinion of Special Counsel addressed to the Lender and the Authority , in form and substance satisfactory to the Lender and the Authority ; (l) a written opinion of the legal counsel to the Authority in form and substance satisfactory to the Lender and Special Counsel; (m) an Investment Letter duly executed by the Lender; (n) an appraisal of the Mortgaged Property, in form and substance acceptable to the Lender, sufficient to support a loan-to-value ratio of no less than 60%; (o) such title commitments, surveys, environmental reports, flood zone certifications and the like relating to the Mortgaged Property as reasonably requested by the Lender; (p) a quit claim deed executed by the Borrower transferring unencumbered fee title to the Land and Financed Facility to the Town; (q) a quit claim deed executed by the Town transferring unencumbered fee title to the Land and the Financed Facility to the Authority; (r) the Deed of Trust duly executed by the Authority; (s) the Lease duly executed by the Borrower and the Authority; and (t) such other instruments, certificates, and items as may be reasonably requested by the Authority or the Lender. The Borrower’s payment of the Origination Fee is an additional condition precedent to the Lender’s obligation to make the Authority’s Loan. Any conditions herein specified may be waived by the Lender and the Authority. Section 3.3 Authorization of the Loans; Interest Rates. The Lender hereby agrees to (a) enter into this Financing Agreement and the Authority’s Loan hereunder and (b) make the Borrower’s Loan hereunder, in the total aggregate principal amount of $[29,000,000] in respect of both the Authority’s Loan and the Borrower’s Loan. The Borrower shall execute the Project 14 DEN 99288267v4 Note evidencing the Borrower’s Loan and its obligations to make the Loan Payments due hereunder. The Project Note shall be dated its date of execution and delivery (the Closing Date), be payable to the order of the Authority and be assigned by the Authority to the Lender without recourse. Subject to application of the Default Rate pursuant hereto, the outstanding principal amount of the Authority’s Loan and the Borrower’s Loan shall bear interest from the Closing Date to _____________, 2035 at a per annum interest rate equal to 3.84%, and thereafter at an interest rate equal to _______________________________. All payments of principal and interest on the Authority’s Loan and the Project Note shall be made in lawful money of the United States of America in accordance with the amortization schedule set forth in the Project Note. THE AUTHORITY’S LOAN SHALL BE A SPECIAL, LIMITED OBLIGATION OF THE AUTHORITY, PAYABLE SOLELY FROM PAYMENTS MADE BY THE BORROWER PURSUANT TO THIS FINANCING AGREEMENT AND SECURITY PLEDGED BY THE BORROWER HEREUNDER. THE AUTHORITY’S LOAN SHALL NOT CONSTITUTE A DEBT OR INDEBTEDNESS OF THE AUTHORITY. THE AUTHORTY’S LOAN DOES NOT CONSTITUTE A DEBT OR LIABILITY OF OR CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE STATE OF WISCONSIN, ITS LEGISLATURE, OR ANY COUNTIES, MUNICIPALITIES, POLITICAL SUBDIVISIONS OR AGENCIES THEREOF. Section 3.4 Prepayment of Loans at Option of the Borrower. The unpaid principal of any of the Loans may be prepaid in whole or in part (and, if in part, in amounts of not less than $5,000 per prepayment) at the written direction of the Borrower at any time, on prior written notice as provided in Section 3.5 hereof, unless such notice is waived by the Lender (i) at a prepayment price equal to 102% of the principal amount being prepaid, plus accrued interest thereon if such prepayment occurs on and before ______________, 2027, and (ii) if such prepayment occurs after _____________, 2027, at a prepayment price equal to 100% of the principal amount being prepaid, plus accrued interest thereon, without a prepayment penalty. In the event of a prepayment in full under this Section, the prepayment price shall also include an amount sufficient (i) to pay all reasonable Administration Expenses accrued and to accrue through final payment of the Authority’s Loan and the Project Note and (ii) to pay all other liabilities of the Borrower to the Lender and the Authority accrued and to accrue hereunder and under each other Borrower Document through final payment of the Authority’s Loan and the Project Note. Upon payment of the prepayment price in full, this Financing Agreement shall terminate, except for the obligations of the Borrower under Section 6.4 and 7.7 and as further set forth in Section 8.1 hereof. Any partial prepayment of the Loans will be applied to reduce principal installment payments in the inverse order of their respective due dates. 15 DEN 99288267v4 Section 3.5 Notice of Prepayment. The Borrower, on behalf of the Authority , shall give the Lender at least ten (10) days’, but not more than thirty (30) days’ notice, unless such notice is waived by the Lender, of its intention to cause the Authority to prepay the Authority Loan pursuant to Section 3.4, which notice shall specify the date of prepayment, the prepayment price, and that all Administration Expenses due on the date of such notice have been paid and all other obligations of the Borrower to the Authority under this Financing Agreement on such date have been fulfilled. Section 3.6 Ownership and Use of the Collateral. The Authority agrees that it shall have title to and ownership of the Collateral and that it shall lease the Collateral to the Borrower pursuant to the Lease. Except as otherwise permitted by this Financing Agreement or law and subject to the Deed of Trust, the Borrower and the Lender covenant they will not take any action, or cause any action to be taken, to interfere with the Authority’s ownership of the Collateral. Except as otherwise provided in the Leasehold Deed of Trust and the Lease, the Authority and the Lender covenant and agree that they will not take any action or to prevent the Borrower from having possession, custody, use and enjoyment of the Collateral pursuant to the Lease. Section 3.7 Tax Covenant. The Borrower covenants for the benefit of the Authority and the Lender that it will not take any action or omit to take any action with respect to the Authority’s Loan, the Project Note, the Borrower’s Loan, the proceeds thereof or any funds or property of the Borrower if such action or omission (i) would cause the interest on the Authority’s Loan to lose its excludability from gross income for federal income tax purposes under Section 103 of the Code, or (ii) would cause interest on the Authority’s Loan to lose its excludability from alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the extent such interest is required to be included in the adjusted current earnings adjustment applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income. The Borrower further covenants, represents and warrants that the procedures set forth in the Tax Agreement implementing the above covenant shall be complied with to the extent necessary to maintain the excludability from gross income of interest on the Authority’s Loan for federal income tax purposes or to avoid the application of any penalties under the Code (except to the extent noted in the previous paragraph). To the extent necessary to maintain the excludability from gross income of interest on the Authority’s Loan for federal income tax purposes (except to the extent noted above), the foregoing covenants shall remain in full force and effect notwithstanding final payment or prepayment of the Authority’s Loan or defeasance of the Authority’s Loan and Project Note or any other provision of this Financing Agreement. (End of Article 3) 16 DEN 99288267v4 ARTICLE 4 PROVISIONS FOR PAYMENT Section 4.1 Loan Payments. The Borrower shall repay the Borrower’s Loan by paying when due the principal and interest and other sums due on the Authority’s Loan and the Project Note at the times and in the manner required thereby and by Section 3.3 and 3.4 hereof. The obligations of the Borrower to repay the Borrower’s Loan shall be additionally evidenced by the Project Note from the Borrower to the Authority, whose interest in which shall be assigned by the Authority to the Lender, without recourse, as additional security for the payment thereof. All payments of principal, interest, and other sums to be made on the Project Note shall be made directly to the Lender for the account of the Authority and shall constitute corresponding payments on the Authority’s Loan. Any installment payment of principal or interest (excluding any payment at maturity, by acceleration or otherwise), that is late by more than ________ (___) days, will be subject to a late fee equal to __% of the regularly scheduled installment. Section 4.2 Administration Expenses. Until repayment of the Authority’s Loan and the Project Note in full and payment of all other amounts due to the Lender and the Authority hereunder, the Borrower shall pay the Administration Expenses which have accrued and become payable, upon submission by the Authority and the Lender, respectively, of a statement therefor (provided that, notwithstanding any provision in this Financing Agreement to the contrary, Lender’s legal fees related to the preparation and execution of this Financing Agreement shall not exceed $_______). The payment of Administration Expenses shall be made directly to the Authority or the Lender, respectively. Section 4.3 Cessation of Accrual of Interest. In the event of a prepayment of the Authority’s Loan and the Project Note, interest on the portion of the Authority’s Loan and the Project Note which is prepaid shall cease to accrue upon the payment of such amount to the Lender. Section 4.4 Unconditional Obligations; Security. Upon the making of the Borrower’s Loan, the obligations of the Borrower to repay the Borrower’s Loan and the Project Note and to pay Administration Expenses shall be absolute and unconditional, shall be binding and enforceable in all circumstances whatsoever, and shall not be subject to setoff or counterclaim. The Borrower shall be obligated to make the payments whether or not the Collateral is rendered unusable to any extent from any cause whatsoever. Without limiting the generality of the foregoing, the obligations shall not be affected by: the exercise of any remedy by the Authority or the Lender under Section 7.2 hereof; failure of consideration or title, frustration of commercial purpose, condemnation, destruction or damage to the Collateral or other property of the Borrower; any change in the tax or other laws of the United States of America or the State of Colorado or any political subdivision of either; or inability or failure of the Authority or the Lender to perform any obligation hereunder. Except as otherwise provided herein, the Borrower’s other obligations under this Financing Agreement shall be similarly absolute, unconditional, binding and enforceable in all circumstances whatsoever, but this Section shall not affect the right of the Borrower to commence legal proceedings against the Lender under Section 7.6 hereof. 17 DEN 99288267v4 (End of Article 4) 18 DEN 99288267v4 ARTICLE 5 MAINTENANCE, TAXES, INSURANCE, USE OF NET PROCEEDS, ETC. Section 5.1 Maintenance. The Borrower agrees that during the term of this Financing Agreement it will maintain, at its own expense, the Collateral and keep it in good repair and operating condition as required under the Lease and the Leasehold Deed of Trust. Section 5.2 Taxes and Other Governmental Charges. The Borrower will, in accordance with requirements of the Lease and the Leasehold Deed of Trust, pay all taxes, assessments or governmental charges of any kind levied with respect to the Collateral. Section 5.3 Section 5.3 Insurance. The Borrower agrees to insure the Collateral in accordance with the requirements of the Lease and the Leasehold Deed of Trust. Section 5.4 Use of Net Proceeds. The Borrower shall use or apply the Net Proceeds from any insurance payment or condemnation award received with respect to the Collateral in accordance with the requirements of the Lease and the Leasehold Deed of Trust. Section 5.5 No Sale or Liens. Neither the Authority nor the Borrower shall sell, convey, assign, or otherwise transfer, and it shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, charge or other encumbrance upon, the Collateral except as permitted by the Lease and the Leasehold Deed of Trust, as the case may be. (End of Article 5) 19 DEN 99288267v4 ARTICLE 6 SPECIAL COVENANTS Section 6.1 No Warranty of Condition or Suitability of the Mortgaged Property by the Authority and the Lender. Neither the Authority nor the Lender makes any warranty, either express or implied, as to the suitability or utilization of the Mortgaged Property as a __________________ within the meaning of the Act or for the purposes of the Borrower or its successors or as to the condition of the Mortgaged Property. Section 6.2 Borrower’s Assets. The Borrower agrees that during the term of this Financing Agreement it will not sell or otherwise transfer to another entity all or substantially all of its assets provided that the Borrower may, without violating the agreement contained in this Section, sell or otherwise transfer to another entity all or substantially all of its assets if (a) (i) the transferee entity assumes in writing all of the obligations of the Borrower herein, and (ii) the Authority and the Lender consent in writing to such sale or other transfer, and (iii) the Borrower delivers a written opinion of Special Counsel that such sale or other transfer will not adversely affect the tax-exempt status of the interest on the Authority’s Loan or (b) as part of the sale, the outstanding principal of and accrued interest on the Loans are paid in full and the Loans and the Project Note are discharged. Section 6.3 Further Assurances. The Authority, the Borrower and the Lender agree that each will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required to carry out this Financing Agreement. Section 6.4 Release and Indemnification. (a) The Lender and its participants, affiliates and designees, and their respective directors, officers, employees, attorneys and agents (in each case, in such person’s capacity as such, and together with the Lender, each a “Lender Indemnitee”), will not incur any liability for any acts or omissions (and the Borrower waives any and all related claims and actions against each Lender Indemnitee), and each Lender Indemnitee will be indemnified, reimbursed and held harmless by the Borrower on demand, and (at the request of the Lender) defended at the expense of the Borrower with counsel selected by the Lender, from and against any and all claims, liabilities, losses and expenses (including, without limitation, the reasonable disbursements, expenses and fees of their respective attorneys) that may be imposed upon, incurred by, or asserted against any Lender Indemnitee, in each case arising out of or related to this Financing Agreement, and other Borrower Document, any of the Collateral (including without limitation any activity, injury or damage occurring on the Mortgaged Property and any escape, seepage, leakage, spillage, discharge, emission or release of any hazardous material from the Collateral, any liens against the Collateral permitted under or imposed by any Environmental Laws, or any violation or actual or asserted liability or obligations of the Borrower under any Environmental Law, regardless of whether or not caused by, or within the control of, the Borrower), any of the Loans or the application of any proceeds thereof, except to the extent occasioned by a Lender Indemnitee’s own acts or omissions 20 DEN 99288267v4 breaching a duty owed to the Borrower and amounting to intentional misrepresentation or any willful and wanton misconduct. The preceding general exculpation and indemnification does not qualify, condition, diminish, restrict, limit or otherwise affect any other release, waiver, consent, acknowledgment, agreement or other term or provision of this Financing Agreement or any other Borrower Document. (b) The Borrower agrees to protect and defend the Authority , current, former and future members, directors, servants, officers, employees and other agents, now or hereafter, of the Authority and the Authority Indemnified Persons (collectively, the “Indemnified Parties” and individually, the “Indemnified Party”) and further agrees to release from, pay and hold the Indemnified Parties harmless from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and court costs, including those for post-judgment and appellate proceedings), judgments, claims, demands, suits, actions or other proceedings of whatsoever kind or nature (including, without limitation, those in any manner directly or indirectly arising or resulting from, out of, or in connection with, any injury to, or death of, any person or any damage to property but excluding those arising or resulting from any intentional misrepresentation or any willful and wanton misconduct of the Indemnified Party) in any manner directly or indirectly (in any case, whether or not by the Borrower or its successors and assigns, or directly or indirectly through the agents, contractors, employees, licensees, affiliates or otherwise of the Borrower or its successors and assigns) by any person or entity whatsoever except the Authority, arising or purportedly arising from: (i) this Financing Agreement, the Project Note, the Tax Agreement, the Loans, the Deed of Trust, and the Leasehold Deed of Trust or the transactions contemplated thereby, the Project and the ownership or the operation of the Mortgaged Property and facilities, the breach or violation of or any material inaccuracy or material omission in any agreement, covenant, representation or warranty of the Borrower set forth herein or in any document delivered pursuant hereto; or (ii) the presence of any hazardous material or underground storage tanks on or under the Mortgaged Property or any escape, seepage, leakage, spillage, discharge, emission or release of any hazardous material from its property, any liens against its property permitted under or imposed by any environmental laws, or any violation or actual or asserted liability or obligations of the Borrower under any environmental law, regardless of whether or not caused by, or within the control of, the Borrower, or any action or failure to act by an Indemnified Party with respect to any of the foregoing. Any Indemnified Party shall give prompt written notice to the Borrower of matters with respect to which indemnification pursuant to this Section is applicable. Any Indemnified Party has the right to retain, at the Borrower’s expense, separate counsel in any lawsuit if the Indemnified Party reasonably concludes that a potential conflict of interest exists between the Authority and any named party. 21 DEN 99288267v4 The foregoing release, protection, defense, hold harmless and indemnification provisions shall not apply to any claim, proceeding or action instituted by the Borrower against the Authority relating to any warranty, representation, covenant or obligation of the Authority under this Financing Agreement or the Project Note if it is ultimately determined by a court or government agency (from which an appeal is not available or with respect to which the time for appeal has expired) that the Authority breached or violated any such warranty, representation, covenant or obligation. Notwithstanding any provisions to the contrary in this Financing Agreement, all covenants, stipulations, promises, agreements and obligations of the Authority contained in this Financing Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any current, former or future member, director, officer, employee or other agent of the Authority in his or her individual capacity, and no recourse shall be had for the payment of the principal of, premium, if any, or interest on the Loans or for any claim based thereon or hereunder against any current, former or future member, director, officer, employee, or other agent of the Authority or any natural person executing this Financing Agreement. The release and indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Financing Agreement or the termination of this Financing Agreement for any reason. Section 6.5 Authority of Representatives. Whenever under the provisions of this Financing Agreement the approval of the Borrower, the Authority or the Lender is required, or the Borrower, the Authority or the Lender is required to take some action at the request of either one or both of the other parties, such approval or such request shall be made by the Authorized Authority Representative, the Authorized Borrower Representative or Authorized Lender Representative, as the case may be, or the situation might require, unless otherwise specified in this Financing Agreement, and the other parties shall be authorized to act on any such approval or request. No party or parties shall have any complaint against the others as a result of any such appropriate action taken. Section 6.6 Right of Access. The Borrower and the Authority agree, subject to reasonable security and safety regulations and to reasonable requirements as to notice and non- interference with operations being conducted thereon, that the Lender and its duly authorized agents shall have the right at all reasonable times to enter upon the Mortgaged Property for examination and inspection. The provisions of this Section 6.6 will not limit any access rights of the Lender under the Leasehold Deed of Trust and the Deed of Trust. Section 6.7 Covenants of Borrower to Authority and Lender. The Borrower expressly covenants to the Authority and the Lender, and agrees as follows: (a) Compliance with Applicable Laws. To lease, maintain and operate the Mortgaged Property in compliance with all applicable laws, including but not limited to all applicable environmental laws; 22 DEN 99288267v4 (b) Annual Audit. That it will have its books and records audited annually by an independent certified public accountant reasonably acceptable to the Lender as soon as practicable after the close of each fiscal year of the Borrower, and shall furnish the Lender within 120 days after the end of each fiscal year of the Borrower with a copy of the audit report (to include a statement of financial position (or balance sheet), statement of activities (or income statement), and statement of cash flows, in each case prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein) certified by such accountant and the accountant’s certificate of no-default, which shall also be signed by the chief executive officer of the Borrower, stating that no event which constitutes an Event of Default under this Financing Agreement has occurred and is continuing as of the end of such fiscal year (or specifying the nature of such event), provided that the accountants’ certificate may be based on the work performed in connection with the audit. Upon receipt by the Borrower of a management letter from its accountants, the Borrower will notify the Lender that such management letter has been received and is available for inspection by the Lender at the offices of the Borrower; (c) Other Financial Information. That it will maintain proper books of records and accounts with full, true and correct entries of all of its dealings in accordance with generally accepted accounting principles, and that it will furnish to the Lender within 30 days after the end of each fiscal quarter, a statement of income and balance sheet. Such financial statements will be internally prepared by the Borrower and certified by the chief executive officer of the Borrower as being true, correct, and a fair presentation of the financial condition of the Borrower as of the date thereof and the results of its operations for the period covered thereby (subject to normal year-end audit adjustments); (d) Tax Covenants. That it will (i) take whatever actions may be necessary to preserve, and refrain from taking any action that would result in the loss of, the tax- exempt status of the Authority’s Loan, (ii) retain a rebate analyst to perform rebate calculations at least every five (5) years, and (iii) notify the Lender of the rebate analyst selected; (e) Records Retention. That it will retain records relating to the use of proceeds of the Loans and the use of the tax-exempt Financed Facility for a period of four (4) years after the later of (i) payment in full of the Loans or (ii) payment in full of any refunding bonds or loans subsequently issued to refund the Loans; and (f) Maintenance of Existence. That it will maintain its legal existence and domicile in the United States and shall be qualified to conduct business in the State of Colorado; provided, however, that the Borrower may consolidate with or merge into another entity or permit one or more entities to consolidate with or merge into it, provided that (i) any surviving, resulting or transferee entity shall be qualified to conduct business in the State and shall assume in writing or by operation of law all of the obligations of the Borrower under this Financing Agreement, (ii) the Lender consents to such merger or consolidation and (iii) the Borrower shall provide a written opinion of Special Counsel addressed to the Lender and the Authority that any transaction described 23 DEN 99288267v4 in this paragraph will not adversely affect the tax-exempt status of the Authority’s Loan and an opinion of counsel to the Borrower addressed to the Lender and the Authority that the merger complies with all applicable law. (g) Notice of Default. Immediately after the occurrence of any event that constitutes an Event of Default hereunder or which event would, with the giving of notice or passage of time or both, constitute an Event of Default (an “Unmatured Default”), the Borrower shall notify the Lender and the Authority in writing of such occurrence, which notice shall include a detailed statement by an Authorized Borrower Representative of the steps being taken by the Borrower to cure the effect of such Event of Default. Section 6.8 Incurrence of Indebtedness. The Borrower covenants and agrees not to incur any Additional Indebtedness in excess of $____________ annually, and $ _____________ in the aggregate, without the prior consent of the Lender, which consent shall not be unreasonably withheld, provided, however, that the Borrower may incur indebtedness owing to the Lender in any amount(s). Section 6.9 Operating Accounts. For so long as the Authority’s Loan, or any portion thereof, remains outstanding, the Borrower shall maintain all operating and depository accounts with the Lender. (End of Article 6) 24 DEN 99288267v4 ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES Section 7.1 Events of Default. The following shall be “Events of Default” under this Financing Agreement and the term “Event of Default” or “default” shall mean, whenever used in this Financing Agreement, any one or more of the following: (a) Failure to make any Loan Payment within fifteen (15) days after Borrower’s receipt of written notice of nonpayment from Lender or the Authority notifying Borrower that Lender did not receive a Loan Payment within fifteen (15) days after the due date of such Loan Payment. (b) (i) Violation of Section 5.5 or (ii) the occurrence of Additional Indebtedness in violation of Section 6.8 that the Borrower does not repay in full and discharge within thirty (30) days after written notice given to the Borrower by the Lender, specifying such failure and requesting that such failure be remedied. (c) Failure by the Borrower to pay Administration Expenses or to observe and perform in any material respect any other covenant, condition or agreement on its part to be observed or performed hereunder or under any other Borrower Document, other than those under subsections (a) and (b) of this Section, for a period of thirty (30) days after written notice given to the Borrower by the Authority or the Lender, specifying such failure and requesting that such failure be remedied, unless the Lender shall agree in writing to an extension of such period prior to its expiration; provided, however, that if the Borrower has timely commenced and is continuously proceeding with due diligence to cure the default, such period shall be extended to such reasonable period not to exceed ninety (90) days as is required to permit the Borrower’s curing such default. (d) The entry of a decree or order for relief in respect of the Borrower in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower or for any substantial part of the property of the Borrower or ordering the dissolution or liquidation of the affairs of the Borrower and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days. (e) The commencement by the Borrower of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Borrower to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or for any substantial part of the property of the Borrower, or the making by the Borrower of any assignment for the benefit of creditors, or the failure of the Borrower generally to pay its debts as such debts become due, or the taking of action by the Borrower in furtherance of any of the foregoing. 25 DEN 99288267v4 (f) Any representation or warranty made by the Borrower herein or in any other Borrower Document was untrue in any material respect when made, and, upon the knowledge thereof by an Authorized Authority Representative or an Authorized Lender Representative, the Authority or the Lender, as the case may be, provides notice to the Borrower and, if such representation and warranty is capable of being corrected, and Borrower fails to correct such representation or warranty to the reasonable satisfaction of the Authorized Authority Representative or an Authorized Lender Representative, as the case may be, within thirty (30) days after Borrower’s receipt of such notice. The provisions of subsection (c) of this Section are subject to the following limitations: if by reason of “force majeure” the Borrower is unable to carry out any performance obligation herein contained that is subject to subsection (c), other than the obligations on the part of the Borrower contained in Article 5 (other than Section 5.1) and in Sections 3.7 and 6.4 hereof, the Borrower shall not be deemed in default during the continuance of such inability and the Borrower shall have a reasonable time after cessation of the “force majeure” in which to carry out such agreements. The term “force majeure” as used herein shall mean the following: acts of God including, without limitation, winds, fires, epidemics, landslides, floods, lightning, earthquakes, hurricanes, tornadoes, storms, washouts, droughts; strikes, lockouts or other industrial disturbances; insurrections; terrorist attacks; riots; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Borrower. The Borrower agrees, however, to remedy to the best of its ability, with all reasonable dispatch, the cause or causes preventing it from carrying out its agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to settle strikes, lockouts or other industrial disturbances by acceding to demands of the opposing party or parties when such course is in the judgment of the Borrower unfavorable. Section 7.2 Remedies on Default. Whenever any Event of Default shall have happened and is continuing, the Authority and the Lender shall have the following rights and remedies: (a) The Lender may by written notice to the Borrower and the Authority , declare an amount equal to the principal amount of the Authority’s Loan and the Borrower’s Loan hereunder, as evidenced by the Project Note, then unpaid, together with an amount equal to the interest accrued thereon, to be immediately due and payable and such amount shall become immediately due and payable on the date specified; provided, however, an Event of Default described in Section 7.1(d) and (e) will result in an automatic acceleration of the Borrower’s Loan. (b) The Lender or the Authority may enforce the provisions of this Financing Agreement and the Deed of Trust by appropriate legal proceedings for specific performance or for the enforcement of any other appropriate legal or equitable remedy, and/or for damages caused by any breach by the Borrower of the provisions of this Financing Agreement or the Deed of Trust, including court costs, reasonable fees of counsel, and other costs and expenses incurred in enforcing the obligations of the Borrower hereunder. 26 DEN 99288267v4 (c) The Lender may charge a default rate of interest on the Authority’s Loan and the Project Note equal to the applicable interest rate plus ____%. (d) The Lender may set off and apply, directly or through any of its affiliates, custodians, or participants, any and all deposits and other assets and properties at any time held in the possession, custody or control of the Lender or any of its affiliates, custodians or participants, and any indebtedness or other amount or obligation at any time owing by the Lender or any of its affiliates or participants, to or for the credit, account or benefit of the Borrower, against any and all of the obligations now or hereafter existing under this Financing Agreement or any of the other Borrower Documents. Section 7.3 Remedies Cumulative. The rights and remedies of the Lender and of the Authority provided herein shall be cumulative and shall not exclude any other available rights and remedies. No failure of the Lender or the Authority to insist upon strict performance of any obligation hereunder or to exercise any remedy for any violation thereof shall be taken as a future waiver of the right to insist upon strict performance of the same or any other obligation or to exercise any remedy. Section 7.4 Waiver and Cure of Default. The Borrower shall, as to a particular Event of Default, not be deemed to be in default under this Financing Agreement after the underlying event, occurrence, or failure, as the case may be, giving rise to the Event of Default has been cured and corrected in full, to the reasonable satisfaction of the Lender, and the Borrower is then otherwise in full compliance with the terms, conditions and other provisions of this Financing Agreement and the other Borrower Documents; provided, however, that any Event of Default under Section 7.1(a), in addition to being cured and corrected by the Borrower, must be waived in writing by the Lender. Notwithstanding the preceding sentence, if the Lender accepts payment in full of the past due amount after the occurrence of an Event of Default under Section 7.1(a), the Lender shall be deemed to have waived the default without the necessity of the Lender waiving such default in writing. Except as provided in the preceding sentence, the acceptance by the Lender of (a) any partial or late payment will not constitute a satisfaction or waiver of the full amount then due or the resulting Event of Default or (b) any payment during the continuance of an Event of Default will not constitute a waiver thereof; and the Lender may accept or reject any such payment without affecting any of its rights, powers, privileges, remedies and other interests under this Financing Agreement or the other Borrower Documents, or applicable law. Any Event of Default may be waived in writing (no course of action will be deemed a waiver of any Event of Default) at any time by the Authority and the Lender; provided, however, that the Lender may itself, without the Authority’s consent, waive any Event of Default described in Section 7.1(b). If any agreement contained in this Financing Agreement should be breached by a party and thereafter waived by the other parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any future, further or other breach hereunder. Section 7.5 Application of Moneys. All moneys realized through exercising the remedies provided in Section 7.2 hereof shall be first paid to the Lender and used to pay any Administration Expenses, including those incurred in the exercise of remedies, and the principal of interest and other sums on the Authority’s Loan and the Project Note then due, with any remaining balance being paid to the Borrower. If the available moneys are insufficient to make 27 DEN 99288267v4 such payments in full, they shall be applied by the Lender first to the payment of installments of interest and other sums then due on the Authority’s Loan and the Project Note, second to the unpaid principal of the Authority’s Loan and the Project Note which shall then be due, and third to the Administration Expenses, including those incurred in the exercise of remedies. Section 7.6 Failure of the Lender to Perform Obligations; Restrictions on Transfer of Authority’s Loan. If the Lender shall fail to observe or perform any covenant, condition, agreement, or provision contained in this Financing Agreement, the Borrower or the Authority may take whatever legal proceedings may be required to compel full performance by the Lender of its obligations hereunder and be entitled to reimbursement by the Lender of all costs and reasonable attorney’s fees incurred. The Lender shall not transfer or sell its interest in the Authority’s Loan unless (a) such sale or transfer is permitted under applicable federal and state securities laws, (b) the Lender sells or transfers its entire interest in the Authority’s Loan, and (c) the purchaser or transferee of the Authority’s Loan shall have delivered to the Authority an executed Investment Letter in substantially the form set forth on Exhibit B hereto. Section 7.7 Agreement to Pay Attorneys’ Fees and Expenses. If the Borrower should default under any of the provisions of this Financing Agreement and the Authority or the Lender should employ attorneys or incur other expenses for the collection of amounts payable hereunder or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower herein contained, including the exercise of remedies under the Deed of Trust, and other collateral pledged by the Borrower hereunder, the Borrower agrees that it will on demand therefor pay to the Authority or the Lender, as the case may be, the reasonable fee of such attorneys and such other reasonable expenses incurred by the Authority or the Lender. The foregoing agreement shall remain in full force and effect notwithstanding the full payment of all obligations under this Financing Agreement or the termination of this Financing Agreement for any reason. Section 7.8 Rights of Town Upon Default. Notwithstanding the foregoing, upon the occurrence of an Event of Default, the Lender shall within five days of such occurrence, provide notice to the Town, and the Town shall have the option to cure such Event of Default within 90 days after receipt of notice; provided that the Authority’s Loan, the Borrower’s Loan and the Project Note may still be declared due and payable as provided in this Financing Agreement prior to the expiration of such 90-day period, but such declaration shall be immediately annulled in the event Town cures the Event of Default within the 90-day period. Amounts advanced by the Town as a result of the exercise of this option to cure monetary defaults hereunder and reasonable, direct expenses of the Town advanced to cure non-monetary defaults hereunder shall be deemed to be indebtedness of the Borrower to the Town, subordinate to the Authority’s Loan, Borrower’s Loan and the Project Note. Such indebtedness shall not be secured by the Deed of Trust and, so long as any amount of the Authority’s Loan, the Borrower’s Loan or the Project Note remain outstanding the Town shall not initiate any legal action for unpaid amounts on such indebtedness without written consent of the Lender. Nothing herein shall be construed to create any obligation of the Town to cure any Event of Default. (End of Article 7) 28 DEN 99288267v4 ARTICLE 8 MISCELLANEOUS Section 8.1 Term of This Financing Agreement. This Financing Agreement shall remain in full force and effect until the Authority’s Loan and the Project Note have been paid in full and all the other rights and obligations of the parties hereunder have been satisfied. All representations, covenants, and certifications by the Borrower as to all matters affecting the tax- exempt status of the Authority’s Loan shall survive the termination of this Financing Agreement for any reason. In addition all obligations of the Borrower under Sections 6.4 and 7.7 shall survive termination of this Financing Agreement for any reason and any foreclosure (or sale in lieu thereof) under the Deed of Trust. Section 8.2 Notices. All notices, certificates, requests or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, return receipt requested, or delivered and receipt thereof acknowledged as follows: if to the Authority: Public Finance Authority 22 E. Mifflin Street, Suite 900 Madison, WI 53703 Attention: ____________ or via email at: ___________ with a copy to: von Briesen & Roper, s.c 411 E. Wisconsin Avenue Milwaukee, WI 53202 Attention: Andy Guzikowski or via email at: aguzikow@vonbriesen.com if to the Borrower: EagleBend Affordable Housing Corporation 28 Second Street, Suite 215 Edwards, CO 81632 Attention: Gerry Flynn or via email at: psp.co@polarstarproperties.com or gflynn@polarstarproperties.com with a copy to: Greenberg Traurig, LLP 1200 17th Street, Suite 2400 Denver, CO 80202 Attention: Michael R. McGinnis or via email at: mcginnism@gtlaw.com if to the Lender: FirstBank __________________ __________________ Attention: ________________ or via email at: ________________________ 29 DEN 99288267v4 with a copy to: Lewis Roca Rothgerber Christie LLP 1200 17th Street, Suite 3000 Denver, CO 80202 Attention: Lindsay McKae or via email at: lmckae@lrrlaw.com A duplicate copy of each notice, certificate, request or other communication given hereunder to the Authority, the Borrower or the Lender shall also be given to the others. The Authority, the Borrower and the Lender may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Notwithstanding the foregoing, invoices, periodic statements and reports, compliance certificates, and other informal correspondence may be forwarded by electronic mail and other means as the Authority or the Lender may permit from time to time. Section 8.3 Assignment by the BorrowerThis Financing Agreement may be assigned by the Borrower only in full and only with the prior written consent of the Lender and the Authority and the fulfillment of each of the following conditions: (a) No assignment shall relieve the Borrower from primary liability for any of its obligations hereunder and in the event of any such assignment the Borrower shall continue to remain primarily liable for payment of the Project Note and other payments required to be made hereunder and for performance and observance of the other covenants and agreements on its part herein provided. (b) The Lender and the Authority receive an opinion of Special Counsel in form and substance satisfactory to the Lender and the Authority that under the existing law the assignment would not adversely affect the excludability from gross income for federal income tax purposes of interest payable on the Authority’s Loan. (c) The assignee shall assume in writing the obligations of the Borrower hereunder. (d) The Borrower shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Authority and the Lender a true and complete copy of each such assumption of obligations and assignment. Section 8.4 Assignment and Pledge by Authority . The Authority hereby assigns without recourse its interests in the Project Note and pledges any Loan Payments or other moneys receivable pursuant to the Project Note or otherwise under this Financing Agreement to the Lender as security for payment of the principal and interest on the Project Note, except the Unassigned Rights. The Borrower consents to such assignment and pledge. The security interest so assigned and pledged shall immediately be subject to the lien of such pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the Authority with regard to the security interest so assigned and pledged, to the extent provided herein, and the lien of such assignment and pledge shall be 30 DEN 99288267v4 valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Authority irrespective of whether such parties have notice thereof. Section 8.5 Binding Effect. This Financing Agreement shall inure to the benefit of and shall be binding upon the Authority, the Borrower and the Lender and their respective permitted successors and assigns. Section 8.6 Severability. If any section or provision of this Financing Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into or taken thereunder or any application thereof, is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action or part thereof, made, assumed, entered into or taken thereunder, which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section 8.7 No Amendments, Changes and Modifications without Unanimous Consent. No amendment, change or modification of this Financing Agreement is permitted without the express written consent of the Authority, the Lender, and the Borrower. Section 8.8 Execution in Counterparts. This Financing Agreement may be executed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same agreement. Section 8.9 Governing Law. This Financing Agreement shall be governed by the laws of the State of Wisconsin. Section 8.10 Captions. The captions or headings in this Financing Agreement are for convenience only and no way define, limit or describe the scope or intent of any provisions or sections of this Financing Agreement. Section 8.11 No Pecuniary Liability of the Authority; Authority’s Performance. The Authority shall not be obligated to pay the principal of, premium, if any, or interest on the Loans or any costs incidental thereto, except from the amount payable by the Borrower. Neither the faith and credit nor the taxing power of any Member, the State of Wisconsin or any political subdivision or agency thereof or any political subdivision approving the incurrence of the Loans, nor the faith and credit of the Authority or any Sponsor or Authority Indemnified Person, is pledged to the payment of the principal of, premium, if any, or interest on the Loans or any costs incidental thereto. The Authority has no taxing power. The Authority shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Financing Agreement, except only to the extent amounts are received for the payment thereof from the Borrower under this Financing Agreement, and except as may result solely from the Authority’s own willful misconduct. 31 DEN 99288267v4 None of the provisions of this Financing Agreement shall require the Authority to expend or risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder, unless the Authority shall first have been adequately indemnified to its satisfaction against the cost, expense, and liability which may be incurred thereby. The Authority shall not be under any obligation hereunder to perform any administrative service with respect to the Loans or the Project (including, without limitation, record keeping and legal services), it being understood that such services shall be performed or provided by the Borrower. The Authority covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions expressly contained in this Financing Agreement; provided, however, that the Authority shall not be obligated to take any action or execute any instrument pursuant to any provision hereof unless and until it shall have (i) been requested to do so in writing by the Borrower or the Lender; (ii) received from the party requesting such action or execution assurance satisfactory to the Authority that the Authority’s reasonable expenses incurred or to be incurred in connection with taking such action or executing such instrument have been or will be paid or reimbursed to the Authority; and (iii) if applicable, received in a timely manner the instrument or document to be executed, in form and substance satisfactory to the Authority. In complying with any provision herein requiring the Authority to “cause” another Person to take or omit any action, the Authority shall be entitled to rely conclusively (and without independent investigation or verification) on the faithful performance by the Borrower, as the case may be, of its obligations hereunder. In acting, or in refraining from acting under this Financing Agreement, the Authority may conclusively rely on the advice of its counsel. The Authority shall not be required to take any action hereunder or under this Financing Agreement that it reasonably believes to be unlawful. Section 8.12 No Violations of Law. Any other term or provision in this Financing Agreement to the contrary notwithstanding (a) in no event shall this Financing Agreement be construed as (i) depriving the Authority of any right or privilege, or (ii) requiring the Authority or any director, officer, agent, employee, representative, or advisor of the Authority to take or omit to take, or to permit or suffer the taking of, any action by itself or by anyone else, which deprivation or requirement would violate, or result in the Authority’s being in violation of the Act or any other applicable state or federal law; and (b) at no time and in no event will the Borrower permit, suffer or allow any of the proceeds of the Loans to be transferred to any person in violation of, or to be used in any manner which is prohibited by, the Act or any other state or federal law. Section 8.13 Payments due on Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Financing Agreement, shall be a legal holiday or a day on which state or national banking institutions in the city in which the principal office of the Lender is located are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are not authorized by law to remain closed with the same force and effect as if done on the nominal date provided in this Financing Agreement. Section 8.14 Records of the Lender. Calculation of the interest rates and all receipts of payments on the Project Note and the Loans may be recorded by the Lender on its books and 32 DEN 99288267v4 records, and such books and records will be conclusive as to the calculation, existence, and amounts thereof absent manifest error. Section 8.15 No Fiduciary Relationship, Etc. The Borrower acknowledges and agrees that its relationship with the Lender under this Financing Agreement is that of debtor and creditor, respectively, and that no term or provision of this Financing Agreement or any other Borrower Document is intended to create, nor will any such term or provision be deemed or construed to have created, any joint venture, partnership, trust, agency or other fiduciary relationship among the Lender or the Borrower, or, with respect to such parties, any of their respective affiliate. The Borrower has independently reviewed and evaluated this Financing Agreement and the other Borrower Documents, the transactions contemplated hereunder and thereunder, and the potential effects of such transactions on the assets and properties (including the Collateral), business, operations and conditions (financial or otherwise) of the Borrower and its respective affiliates. Section 8.16 Town’s Rights (a) The Borrower covenants and agrees that all activities of the Borrower shall be undertaken for the benefit of the Town. Upon termination of this Financing Agreement, the Town shall be entitled to acquire title to the Financed Facility without cost. (b) In furtherance of the Project Agreement, the Town is hereby granted the right to obtain, at any time, fee title and exclusive possession of property (including the Financed Facility) financed by obligations of the Borrower (including the Borrower’s Loan) free from liens and encumbrances created by the Borrower related to the Borrower’s Loan (but subject to other permitted encumbrances), and any additions to such property by (i) placing into escrow an amount that will be sufficient to defease such Borrower’s Loan and other obligations, and (ii) paying reasonable costs incident to the defeasance. The Town, at any time before it defeases such obligations, shall not agree or otherwise be obligated to convey any interest in such property to any person (including the United States of America or its agencies or instrumentalities) for any period extending beyond or beginning after the Town defeases such obligations. In addition, the Town shall not agree or otherwise be obligated to convey a fee interest in such property to any person (or a related person) who was a user thereof before the defeasance, within 90 days after the Town defeases such obligations. (c) If the Town exercises its option under subsection (b) hereof, the Borrower and the Authority shall immediately cancel all encumbrances on such property, including all leases and management agreements (subject to permitted encumbrances as aforesaid). Any lease, management contract, or similar encumbrance on such property will be considered immediately cancelled if the lessee, management company, or other user vacates such property within a reasonable period of time, not to exceed 90 days, after the date the Town exercises its rights under subsection (b) above. (d) Upon the occurrence of an Event of Default hereunder, the Borrower shall cause the Lender to provide notice immediately to the Town, and the Town shall have the option to cure such Event of Default within 90 days after receipt of such notice. Amounts advanced by the Town as a result of the exercise of this option to cure such monetary defaults hereunder and 33 DEN 99288267v4 reasonable, direct expenses of the Town advanced to cure nonmonetary defaults shall be deemed to be indebtedness of the Borrower to the Town and which indebtedness shall bear interest at the annual rate of eight percent (8%). (e) In addition to the foregoing, if the Lender commences any foreclosure proceeding or other action is commenced under the Deed of Trust and leasehold Deed of Trust which could lead to the sale or other disposition of the property pledged thereunder, the Town is hereby granted an exclusive option to purchase all such property (including the Financed Facility) for the amount of the outstanding indebtedness of the Borrower relating to the Financed Facility and accrued interest to the date of default. The Trustee shall provide notice to the Town of the commencement of any such action within 10 days of the occurrence thereof. The Town shall have no less than 90 days from the date it is notified by the Lender of such action in which to both exercise the option and purchase the property. The Lender shall be required to take any action necessary, including submission of requests for continuance of foreclosure to the Public Trustee of Eagle County, Colorado, in order to ensure that the foreclosure sale does not occur prior to the expiration of the 90 day period referred to herein. Other than the foregoing requirement, the provisions of this Section 8.14 are not intended and shall not be interpreted so as to limit the Lender’s rights to pursue their remedies hereunder and under the Deed of Trust. (f) In the event the Town exercises its options under subsection (b) or (e) hereof, the Town shall receive a credit towards its defeasance or purchase costs in the amount of any fund or account balances required to be held under this Financing Agreement with the exception of (i) an amount representing operation and maintenance expenses required by the Borrower’s current operating budget through the date of defeasance or purchase, and (ii) any amount needed to pay additional interest on the Borrower’s Loan or expenses in connection with such defeasance under this Section 8.16. (g) Unencumbered fee title (subject to certain Permitted Encumbrances as aforesaid) to the Financed Facility and any additions thereto and exclusive possession and use thereof will vest in the Town without demand or further action on its part when all obligations issued under this Financing Agreement are discharged. For purposes of this subsection (g), such obligations will be discharged when (i) cash is available at the place of payment on the date that the obligations are due (whether at maturity or upon call for redemption) and (ii) interest ceases to accrue on the obligations. All leases, management contracts and similar encumbrances on the Financed Facility shall terminate upon discharge of said obligations. Encumbrances that do not significantly interfere with the enjoyment of such property, such as most easements granted to utility companies, are not considered encumbrances for purposes of this Section. (End of Article 8) Signature Page DEN 99288267v4 IN WITNESS WHEREOF, the Authority, the Lender and the Borrower have caused this Financing Agreement to be executed in their respective corporate names and have caused their respective corporate seals, if any, to be hereunto affixed and attested by their duly authorized officers, as of the date first written above. PUBLIC FINANCE AUTHORITY By: ATTEST: Signature Page DEN 99288267v4 IN WITNESS WHEREOF, the Authority, the Lender and the Borrower have caused this Financing Agreement to be executed in their respective corporate names and have caused their respective corporate seals, if any, to be hereunto affixed and attested by their duly authorized officers, as of the date first written above. FIRSTBANK By: Authorized Officer Signature Page DEN 99288267v4 IN WITNESS WHEREOF, the Authority, the Lender and the Borrower have caused this Financing Agreement to be executed in their respective corporate names and have caused their respective corporate seals, if any, to be hereunto affixed and attested by their duly authorized officers, as of the date first written above. EAGLEBEND AFFORDABLE HOUSING CORPORATION Borrower By: President A-1 DEN 99288267v4 EXHIBIT A MORTGAGED PROPERTY IMPROVEMENTS [A specific description to be provided] B-1 DEN 99288267v4 EXHIBIT B FORM OF INVESTMENT LETTER Public Finance Authority 22 E. Mifflin Street, Suite 900 Madison, WI 53703 Greenberg Traurig, LLP 1200 Seventeenth Street, Suite 2400 Denver, CO 80202 $_______________ Public Finance Authority Financing Agreement Revenue Loan Obligation (EagleBend Affordable Housing Project) Series 2017 Ladies and Gentlemen: Reference is made to the Financing Agreement dated ____________, 2017 (the “Financing Agreement”), by and among the Public Finance Authority (the “Authority”), EagleBend Affordable Housing Corporation (the “Borrower”) and FirstBank (the “Lender”). Capitalized terms defined in the Financing Agreement but not defined herein shall have the same meanings given to them in the Financing Agreement unless the context shall clearly otherwise require. In connection with the Lender’s making of a loan to the Authority under the Financing Agreement on the date hereof (the “Authority’s Loan”), the undersigned does hereby certify as follows: (1) The undersigned is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned is making the Authority’s Loan for its own account and does not presently intend to sell or otherwise convey the Authority’s Loan or any interest therein, in whole or in part. (2) The undersigned acknowledges that the Financing Agreement has not been and will not be registered under the Securities Act and that any future offer, resale, pledge or other transfer of the Financing Agreement or the Authority’s Loan represented by the Financing Agreement will be subject to the transfer restrictions set forth in the Financing Agreement. (3) The undersigned acknowledges that (a) the Financing Agreement and the Authority’s Loan thereunder constitute a special, limited obligation of the Authority, payable solely from payments made by the Borrower pursuant to the Financing Agreement and security pledged by the Borrower thereunder, (b) the Authority’s Loan shall not constitute a debt or indebtedness or multiple fiscal-year direct or indirect financial obligation whatsoever of the B-2 DEN 99288267v4 Authority within the meaning of any constitutional or statutory limitation or restriction, and (c) the Authority’s Loan does not constitute a debt or liability of or charge against the general credit or taxing power of the State of Wisconin, its legislature or any counties, municipalities, political subdivisions or agencies thereof. The undersigned acknowledges that neither the Authority nor any of its board members, officers or employees take any responsibility for, and the undersigned is not relying upon any of such parties, with respect to information provided to the undersigned relating to the Borrower. (4) The undersigned has had the opportunity to ask questions of, and request and review additional information from, the Borrower regarding all matters that the undersigned considered to be relevant to the undersigned’s decision to make the Authority’s Loan. (5) The Lender has done all things necessary to make the Authority’s Loan and can bear the economic risk associated with the making of the Authority’s Loan and has such knowledge and experience in business and financial matters so as to be capable of evaluating the merits and risks of making the Authority’s Loan. This letter and the statements contained herein are made for your benefit. FIRSTBANK By: Name: Title: Dated: ___________, 2017 C-1 DEN 99288267v4 EXHIBIT C FORM OF NOTE FROM THE BORROWER TO THE AUTHORITY WITH ASSIGNMENTS FROM THE AUTHORITY TO THE LENDER DEN 99288267v4 PROMISSORY NOTE THIS PROJECT PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Principal Amount Date of Note Maturity Date Interest Rate $[29,000,000] ____________, 2017 ____________, 2047 (See below) EagleBend Affordable Housing Corporation (the “Borrower”), a Colorado nonprofit corporation, for value received, promises to pay to the Public Finance Authority (the “Authority”) the principal sum not to exceed: [TWENTY-NINE] MILLION DOLLARS ($[29,000,000]) at the times and in the amounts set forth in the Financing Agreement and Appendix A attached hereto, and to pay interest, on a __________ basis, on the outstanding principal amount, at a rate of interest equal to 3.84% per anum from the date of this Project Note through ____________, 2035, and thereafter at an interest rate per annum equal to ________________________________________, in the amounts set forth in the Financing Agreement and in Appendix A attached hereto, and all other amounts due under the Financing Agreement. This Project Note has been executed and delivered by the Borrower pursuant to a certain Financing Agreement dated _______________, 2017 (the “Financing Agreement”), by and among the Authority , the Borrower and FirstBank, its successors and assigns (the “Lender”). Terms used but not defined herein shall have the meanings ascribed to such terms in the Financing Agreement. Under the Financing Agreement, the Authority has loaned to the Borrower (the “Borrower’s Loan”) the proceeds received by the Authority from the loan made by the Lender as described and set forth in the Financing Agreement (the “Authority’s Loan”), to be applied to assist the Borrower in the financing of the Project. The Borrower has agreed to repay the Borrower’s Loan by making Loan Payments at the times and in the amounts set forth in this Project Note. The Borrower’s Loan has been entered into by the Borrower concurrently with the execution and delivery of this Project Note, pursuant to the Financing Agreement. All Loan Payments shall be payable in lawful money of the United States of America, in immediately available funds, and shall be made to the Lender at __________________, Colorado, _______, or through such other means as the Lender may reasonably require, for the account of the Authority and used as provided in the Financing Agreement. The Borrower will completely pay and discharge the prior loans that are the subject of the Project and pay the costs related to the Loans. DEN 99288267v4 The obligation of the Borrower to make the payments required hereunder shall be absolute and unconditional and the Borrower shall make such payments without abatement, diminution or deduction regardless of any cause or circumstances whatsoever including, without limitation, any defense, set-off recoupment or counterclaim which the Borrower may have or assert against the Authority, the Lender or any other person. This Project Note is subject to optional prepayment, in whole or in part, upon the terms and conditions set forth in Article 3 of the Financing Agreement. Any optional prepayment is also subject to satisfaction of any applicable notice, deposit or other requirements set forth in the Financing Agreement. Whenever an Event of Default under the Financing Agreement shall have occurred, (a) the Lender may charge a default rate of interest as provided in the Financing Agreement and (b) the unpaid principal amount of and any premium and accrued interest on this Project Note may be declared or may become due and payable as provided in the Financing Agreement; provided that any annulment of a declaration of acceleration with respect to the Authority’s Loan under the Financing Agreement shall also constitute an annulment of any corresponding declaration with respect to this Project Note. The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and all defenses on the grounds of extension of time of payment for the payment hereof which may be given (other than in writing) by the Lender. The Borrower hereby certifies that all conditions, acts and things required to exist, happen and be performed precedent to and in the issuance of this Project Note, exist, have happened and have been performed, and that the issuance of this Project Note has been duly authorized by the Borrower. IN WITNESS WHEREOF, the Borrower has executed this Project Note as of the date first above written. EAGLEBEND AFFORDABLE HOUSING CORPORATION By: Name: ________________________ Title: ________________________ DEN 99288267v4 ENDORSEMENT AND ASSIGNMENT FOR VALUE RECEIVED, the Public Finance Authority (the “Authority”), hereby endorses and sells, assigns and transfers, without recourse, unto FirstBank, Denver, Colorado, as Lender under the Financing Agreement dated _________________, 2017, by and among the Authority, the Lender and the Borrower, the within Project Note and all rights thereunder. IN WITNESS WHEREOF, the undersigned has set his hand as of the ____ day of ________, 2017. PUBLIC FINANCE AUTHORITY By: Name: Title: Chairman of the Board of Directors DEN 99288267v4 APPENDIX A AMORTIZATION SCHEDULE 11111!1111111 Appllcant(s): Property Address: loan Amount: ~tlmated LTV: FIRSTBANK COMMERCIAL MORTGAGE LOAN INTEREST RATE LOCK AGREEMENT EagleBend Affordable ffouslng Corp 10 Stonebridge Dr., Avon, CO 81620 $29,500,000 54.00% LOCK AGREEMENT TERMS: Interest Rate Lock Ageement Your interest rate can be locked during normal business hours on any business day prior to your scheduled closing. A loan rate lock fee of $50,000 is required when you exercise this option. This interest rate commitment will be held for 90 days from the date of this lock agreement. The $50,000 rate lock fee will be credited to you at closing. If your loan does not close within the 90-day period, this lock agreement will expire and your loan application will be subject to current market interest rates. In addition, your rate lock fee may be forfeited and should you choose to lock a new interest rate. If your application is not opproved. your SSO.QOO rote lock f« will be refunded. You may extend your lock period for an additional30 days for a .125% lock extension fee. The lock extension fee is in addition to your $50,0000 rate lock fee and Is NON-REFUNDABLE. The lock extension fee IS a fee paid directly to FirstBank for extending the 90-day lock period and is not applied to your closing costs. Please lock the interest rate for my FlrstBank loan at 3.84 %for the INITIAL INTEREST RATE PERIOD (see below), with a $50,000 origination fee, and a N/A %lock extension fee (if applicable). in addition, I agree to a rate lock fee of 1% (one-percent) of the loan amount to hold this interest rate and understand that this amount may be NON-REFUNDABLE (see terms outlined above). I understand that any lock extension fee paid by me to extend the lock period beyond 90 days is NON-REFUNDABLE. The interest rate will be locked from the date of this agreement for the number of calendar days indicated below. Please Check One: 0 90-Day Interest Rate lock Period (1% Rate lock Fee) 0 Additionai30-Day Interest Rate lock Period (1% Rate lock Fee+ .125% lock Extension Fee) LOAN TERM: AMORTIZATION PERIOD: INITIAL INTEREST RATE PERIOD: FUTURE RATE ADJUSTMENT INDEX: #, FUTURE RATE ADJUSTMENT MARGIN:" MINIMUM RATE FOR TERM OF LOAN: __ 3_o __ years -__ 3_s __ vears I I 18 years ---- TBD -year Treasury Index ---- Applicant: ~~~~~~~~~*~~5-,~p~f~M~.=-------------- Note on adjustable rate loans: the interest rate quoted and lock the INITIAL INTEREST RATE PERIOD. ocuments could cause retraction of the loan approval. Should you not lock your interest rate until the loan is approved and scheduled for closin&, the Initial interest rate will be determined five business days prior to closing. .. The applicant is responsible for reimbursing the bank for any and all costs incurreil by the bank as a result of the credit application (includlnc but not limited to appraisal fees, attorney's , . , 't • r ATTACHMENT 3 ATTACHMENT 4 M E M O R A N D U M To: Virginia Egger From: Dee Wisor Date: May 3, 2017 Subject: EagleBend Affordable Housing Project You have asked me to summarize options for the Town to finance the acquisition of the EagleBend Affordable Housing Project (the “Project”). There are three options for the Town to do so which do not require having an election which could not be held until November 7, 2017 due to limitations in the Taxpayers Bill of Rights (“TABOR”) in Article X, Section 20 of the Colorado Constitution: 1. Town Housing Enterprise Revenue Bonds. 2. An annually appropriated lease purchase agreement financing with the issuance of Certificates of Participation (“COPs”). 3. Housing Authority Revenue Bonds. I will describe these options in more detail below. Housing Enterprise Revenue Bonds Pursuant to 14.4 of the Town Charter, the Town may issue revenue bonds payable from the net revenues of the Project without an election. TABOR also provides that enterprise revenue bonds may be issued without an election. A TABOR enterprise is a government owned business authorized to issue revenue bonds, which does not receive more than 10% of its annual revenues in the form of grants from the State of Colorado or Colorado local governments (including the Town). While not legally required, it is a best practice for the Town Council to adopt a resolution establishing a Town Housing Enterprise Fund. The Town Council authorizes the issuance of the bonds by adopting an ordinance. A Colorado Supreme Court case holds that the Town may not additionally secure the enterprise revenue bonds with a deed of trust or mortgage without voter approval. Lease Purchase Agreement and COPs Pursuant to Section 14.9 of the Town Charter, the Town Council may finance the Project by entering into a lease purchase agreement (the “Lease”). The Lease would provide that the obligation to make rental payments is subject to the Town Council annually appropriating sufficient funds. The structure of the financing would likely involve a trust department of a 2 commercial bank issuing COPs (payable from the rental payments under the Lease) to investors in order to acquire the Project and then entering into the Lease with the Town. If the Town makes all rental payments over the term of the Lease, title to the Project will automatically transfer to the Town. Housing Authority Revenue Bonds Title 29, Article 4, Part 2 of the Colorado Revised Statutes permits municipalities to create a housing authority (the “Authority”). The process to create an Authority is set forth in C.R.S. §29-4-204 and is as follows: 1. Twenty-five residents of the Town file a petition with the Town Clerk setting forth that there is a need for an Authority to function in the Town. 2. Upon the filing of such a petition, the Town Clerk gives notice of the time, place, and purposes of a public hearing at which the Council will determine the need for such an Authority in the Town. The notice is given by publishing a notice, at least ten days preceding the day on which the hearing is to be held, in a newspaper having a general circulation in the Town, or, if there is no such newspaper, by posting such a notice in at least three public places within the Town at least ten days preceding the day on which the hearing is to be held. 3. After such a hearing, the Council must determine: a. Whether unsanitary or unsafe inhabited dwelling accommodations exist in the Town; or b. Whether there is a lack of safe or sanitary dwelling accommodations in the Town available for all the inhabitants thereof. 4. If the Council makes the necessary findings, then the Council must adopt a resolution so finding. The Authority is governed by Commissioners. There are two governance choices. One is for the Town Council to act as the Commissioners. The second is for the Mayor to appoint up to nine Commissioners. The number of Commissioners must be specified by the Council in the resolution creating the Authority. No more than one Town official may be a Commissioner. The Authority may, without an election, and pursuant to a resolution issue revenue bonds payable from the net revenues of the Project in order to finance the Project. The Authority may additionally secure the bonds with a mortgage or deed of trust. In general, any project the Authority undertakes must substantially benefit persons of low income, but if it does the Authority may also rent to other persons without regard to income. The Authority shall not accept any family as a tenant in dwelling accommodations that are provided 3 for persons of low income if the family has a net annual income in excess of five times the annual rental of the dwelling accommodations to be furnished, after allowing all exemptions available to families occupying dwellings in low rent housing authorized under the act of Congress of the United States known as the "United States Housing Act of 1937", as amended. If the Town does not wish to create its own Authority, a similar option would be for the existing Eagle County Housing Authority to issue revenue bonds to finance the Project. DPW:jw TABLE OF CONTENTS Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.25%) Tax-exempt Non-rated Revenue Issue Report Page Sources and Uses of Funds .............................1 Bond Debt Service ................................2 Bond Pricing ..................................3 ATTACHMENT 5 Page 1 SOURCES AND USES OF FUNDS Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.25%) Tax-exempt Non-rated Revenue Issue Dated Date 09/01/2017 Delivery Date 09/01/2017 Sources: Bond Proceeds: Par Amount 27,025,000.00 Other Sources of Funds: 2006A&C DSRF 370,450.00 27,395,450.00 Uses: Project Fund Deposits: Project Fund 13,000,000.00 Other Fund Deposits: Debt Service Reserve Fund 2,035,162.50 Cost of Issuance: Other Cost of Issuance 405,375.00 Other Delivery Date Expenses: Swap Termination Payment 1,500,000.00 Other Uses of Funds: Repayment of 2006A&C Bonds 10,453,340.00 Additional Proceeds 1,572.50 10,454,912.50 27,395,450.00 Page 2 BOND DEBT SERVICE Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.25%) Tax-exempt Non-rated Revenue Issue Period Ending Principal Coupon Interest Debt Service 12/01/2017 287,140.63 287,140.63 12/01/2018 885,000 4.250% 1,148,562.50 2,033,562.50 12/01/2019 920,000 4.250% 1,110,950.00 2,030,950.00 12/01/2020 960,000 4.250% 1,071,850.00 2,031,850.00 12/01/2021 1,000,000 4.250% 1,031,050.00 2,031,050.00 12/01/2022 1,045,000 4.250% 988,550.00 2,033,550.00 12/01/2023 1,090,000 4.250% 944,137.50 2,034,137.50 12/01/2024 1,135,000 4.250% 897,812.50 2,032,812.50 12/01/2025 1,185,000 4.250% 849,575.00 2,034,575.00 12/01/2026 1,235,000 4.250% 799,212.50 2,034,212.50 12/01/2027 1,285,000 4.250% 746,725.00 2,031,725.00 12/01/2028 1,340,000 4.250% 692,112.50 2,032,112.50 12/01/2029 1,400,000 4.250% 635,162.50 2,035,162.50 12/01/2030 1,455,000 4.250% 575,662.50 2,030,662.50 12/01/2031 1,520,000 4.250% 513,825.00 2,033,825.00 12/01/2032 1,585,000 4.250% 449,225.00 2,034,225.00 12/01/2033 1,650,000 4.250% 381,862.50 2,031,862.50 12/01/2034 1,720,000 4.250% 311,737.50 2,031,737.50 12/01/2035 1,795,000 4.250% 238,637.50 2,033,637.50 12/01/2036 1,870,000 4.250% 162,350.00 2,032,350.00 12/01/2037 1,950,000 4.250% 82,875.00 2,032,875.00 27,025,000 13,919,015.63 40,944,015.63 Page 3 BOND PRICING Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.25%) Tax-exempt Non-rated Revenue Issue Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2018 885,000 4.250% 4.250% 100.000 12/01/2019 920,000 4.250% 4.250% 100.000 12/01/2020 960,000 4.250% 4.250% 100.000 12/01/2021 1,000,000 4.250% 4.250% 100.000 12/01/2022 1,045,000 4.250% 4.250% 100.000 12/01/2023 1,090,000 4.250% 4.250% 100.000 12/01/2024 1,135,000 4.250% 4.250% 100.000 12/01/2025 1,185,000 4.250% 4.250% 100.000 12/01/2026 1,235,000 4.250% 4.250% 100.000 12/01/2027 1,285,000 4.250% 4.250% 100.000 12/01/2028 1,340,000 4.250% 4.250% 100.000 12/01/2029 1,400,000 4.250% 4.250% 100.000 12/01/2030 1,455,000 4.250% 4.250% 100.000 12/01/2031 1,520,000 4.250% 4.250% 100.000 12/01/2032 1,585,000 4.250% 4.250% 100.000 12/01/2033 1,650,000 4.250% 4.250% 100.000 12/01/2034 1,720,000 4.250% 4.250% 100.000 12/01/2035 1,795,000 4.250% 4.250% 100.000 12/01/2036 1,870,000 4.250% 4.250% 100.000 12/01/2037 1,950,000 4.250% 4.250% 100.000 27,025,000 Dated Date 09/01/2017 Delivery Date 09/01/2017 First Coupon 12/01/2017 Par Amount 27,025,000.00 Original Issue Discount Production 27,025,000.00 100.000000% Underwriter's Discount Purchase Price 27,025,000.00 100.000000% Accrued Interest Net Proceeds 27,025,000.00 Page 1 SOURCES AND USES OF FUNDS Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.4%) Tax-exempt Non-rated Revenue Issue Dated Date 09/01/2017 Delivery Date 09/01/2017 Sources: Bond Proceeds: Par Amount 27,055,000.00 Other Sources of Funds: 2006A&C DSRF 370,450.00 27,425,450.00 Uses: Project Fund Deposits: Project Fund 13,000,000.00 Other Fund Deposits: Debt Service Reserve Fund 2,064,480.00 Cost of Issuance: Other Cost of Issuance 405,825.00 Other Delivery Date Expenses: Swap Termination Payment 1,500,000.00 Other Uses of Funds: Repayment of 2006A&C Bonds 10,453,340.00 Additional Proceeds 1,805.00 10,455,145.00 27,425,450.00 Page 2 BOND DEBT SERVICE Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.4%) Tax-exempt Non-rated Revenue Issue Period Debt Ending Principal Coupon Interest Service 12/01/2017 297,605 297,605 12/01/2018 870,000 4.400% 1,190,420 2,060,420 12/01/2019 910,000 4.400% 1,152,140 2,062,140 12/01/2020 950,000 4.400% 1,112,100 2,062,100 12/01/2021 990,000 4.400% 1,070,300 2,060,300 12/01/2022 1,035,000 4.400% 1,026,740 2,061,740 12/01/2023 1,080,000 4.400% 981,200 2,061,200 12/01/2024 1,130,000 4.400% 933,680 2,063,680 12/01/2025 1,180,000 4.400% 883,960 2,063,960 12/01/2026 1,230,000 4.400% 832,040 2,062,040 12/01/2027 1,285,000 4.400% 777,920 2,062,920 12/01/2028 1,340,000 4.400% 721,380 2,061,380 12/01/2029 1,400,000 4.400% 662,420 2,062,420 12/01/2030 1,460,000 4.400% 600,820 2,060,820 12/01/2031 1,525,000 4.400% 536,580 2,061,580 12/01/2032 1,595,000 4.400% 469,480 2,064,480 12/01/2033 1,665,000 4.400% 399,300 2,064,300 12/01/2034 1,735,000 4.400% 326,040 2,061,040 12/01/2035 1,810,000 4.400% 249,700 2,059,700 12/01/2036 1,890,000 4.400% 170,060 2,060,060 12/01/2037 1,975,000 4.400% 86,900 2,061,900 27,055,000 14,480,785 41,535,785 Page 3 BOND PRICING Town of Avon (EagleBend Housing) Series 2017 (20 years @ 4.4%) Tax-exempt Non-rated Revenue Issue Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2018 870,000 4.400% 4.400% 100.000 12/01/2019 910,000 4.400% 4.400% 100.000 12/01/2020 950,000 4.400% 4.400% 100.000 12/01/2021 990,000 4.400% 4.400% 100.000 12/01/2022 1,035,000 4.400% 4.400% 100.000 12/01/2023 1,080,000 4.400% 4.400% 100.000 12/01/2024 1,130,000 4.400% 4.400% 100.000 12/01/2025 1,180,000 4.400% 4.400% 100.000 12/01/2026 1,230,000 4.400% 4.400% 100.000 12/01/2027 1,285,000 4.400% 4.400% 100.000 12/01/2028 1,340,000 4.400% 4.400% 100.000 12/01/2029 1,400,000 4.400% 4.400% 100.000 12/01/2030 1,460,000 4.400% 4.400% 100.000 12/01/2031 1,525,000 4.400% 4.400% 100.000 12/01/2032 1,595,000 4.400% 4.400% 100.000 12/01/2033 1,665,000 4.400% 4.400% 100.000 12/01/2034 1,735,000 4.400% 4.400% 100.000 12/01/2035 1,810,000 4.400% 4.400% 100.000 12/01/2036 1,890,000 4.400% 4.400% 100.000 12/01/2037 1,975,000 4.400% 4.400% 100.000 27,055,000 Dated Date 09/01/2017 Delivery Date 09/01/2017 First Coupon 12/01/2017 Par Amount 27,055,000.00 Original Issue Discount Production 27,055,000.00 100.000000% Underwriter's Discount Purchase Price 27,055,000.00 100.000000% Accrued Interest Net Proceeds 27,055,000.00 TABLE OF CONTENTS Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.00%) Tax-exempt Non-rated Revenue Issue Report Page Sources and Uses of Funds .............................1 Bond Debt Service ................................2 Bond Pricing ..................................3 Page 1 SOURCES AND USES OF FUNDS Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.00%) Tax-exempt Non-rated Revenue Issue Dated Date 09/01/2017 Delivery Date 09/01/2017 Sources: Bond Proceeds: Par Amount 26,900,000.00 Other Sources of Funds: 2006A&C DSRF 370,450.00 27,270,450.00 Uses: Project Fund Deposits: Project Fund 13,000,000.00 Other Fund Deposits: Debt Service Reserve Fund 1,911,000.00 Cost of Issuance: Other Cost of Issuance 403,500.00 Other Delivery Date Expenses: Swap Termination Payment 1,500,000.00 Other Uses of Funds: Repayment of 2006A&C Bonds 10,453,340.00 Additional Proceeds 2,610.00 10,455,950.00 27,270,450.00 Page 2 BOND DEBT SERVICE Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.00%) Tax-exempt Non-rated Revenue Issue Period Debt Ending Principal Coupon Interest Service 12/01/2017 336,250 336,250 12/01/2018 565,000 5.000% 1,345,000 1,910,000 12/01/2019 590,000 5.000% 1,316,750 1,906,750 12/01/2020 620,000 5.000% 1,287,250 1,907,250 12/01/2021 650,000 5.000% 1,256,250 1,906,250 12/01/2022 685,000 5.000% 1,223,750 1,908,750 12/01/2023 720,000 5.000% 1,189,500 1,909,500 12/01/2024 755,000 5.000% 1,153,500 1,908,500 12/01/2025 795,000 5.000% 1,115,750 1,910,750 12/01/2026 835,000 5.000% 1,076,000 1,911,000 12/01/2027 875,000 5.000% 1,034,250 1,909,250 12/01/2028 920,000 5.000% 990,500 1,910,500 12/01/2029 965,000 5.000% 944,500 1,909,500 12/01/2030 1,010,000 5.000% 896,250 1,906,250 12/01/2031 1,065,000 5.000% 845,750 1,910,750 12/01/2032 1,115,000 5.000% 792,500 1,907,500 12/01/2033 1,170,000 5.000% 736,750 1,906,750 12/01/2034 1,230,000 5.000% 678,250 1,908,250 12/01/2035 1,290,000 5.000% 616,750 1,906,750 12/01/2036 1,355,000 5.000% 552,250 1,907,250 12/01/2037 1,425,000 5.000% 484,500 1,909,500 12/01/2038 1,495,000 5.000% 413,250 1,908,250 12/01/2039 1,570,000 5.000% 338,500 1,908,500 12/01/2040 1,650,000 5.000% 260,000 1,910,000 12/01/2041 1,730,000 5.000% 177,500 1,907,500 12/01/2042 1,820,000 5.000% 91,000 1,911,000 26,900,000 21,152,500 48,052,500 Page 3 BOND PRICING Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.00%) Tax-exempt Non-rated Revenue Issue Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2018 565,000 5.000% 5.000% 100.000 12/01/2019 590,000 5.000% 5.000% 100.000 12/01/2020 620,000 5.000% 5.000% 100.000 12/01/2021 650,000 5.000% 5.000% 100.000 12/01/2022 685,000 5.000% 5.000% 100.000 12/01/2023 720,000 5.000% 5.000% 100.000 12/01/2024 755,000 5.000% 5.000% 100.000 12/01/2025 795,000 5.000% 5.000% 100.000 12/01/2026 835,000 5.000% 5.000% 100.000 12/01/2027 875,000 5.000% 5.000% 100.000 12/01/2028 920,000 5.000% 5.000% 100.000 12/01/2029 965,000 5.000% 5.000% 100.000 12/01/2030 1,010,000 5.000% 5.000% 100.000 12/01/2031 1,065,000 5.000% 5.000% 100.000 12/01/2032 1,115,000 5.000% 5.000% 100.000 12/01/2033 1,170,000 5.000% 5.000% 100.000 12/01/2034 1,230,000 5.000% 5.000% 100.000 12/01/2035 1,290,000 5.000% 5.000% 100.000 12/01/2036 1,355,000 5.000% 5.000% 100.000 12/01/2037 1,425,000 5.000% 5.000% 100.000 12/01/2038 1,495,000 5.000% 5.000% 100.000 12/01/2039 1,570,000 5.000% 5.000% 100.000 12/01/2040 1,650,000 5.000% 5.000% 100.000 12/01/2041 1,730,000 5.000% 5.000% 100.000 12/01/2042 1,820,000 5.000% 5.000% 100.000 26,900,000 Dated Date 09/01/2017 Delivery Date 09/01/2017 First Coupon 12/01/2017 Par Amount 26,900,000.00 Original Issue Discount Production 26,900,000.00 100.000000% Underwriter's Discount Purchase Price 26,900,000.00 100.000000% Accrued Interest Net Proceeds 26,900,000.00 Page 1 SOURCES AND USES OF FUNDS Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.15%) Tax-exempt Non-rated Revenue Issue Dated Date 09/01/2017 Delivery Date 09/01/2017 Sources: Bond Proceeds: Par Amount 26,930,000.00 Other Sources of Funds: 2006A&C DSRF 370,450.00 27,300,450.00 Uses: Project Fund Deposits: Project Fund 13,000,000.00 Other Fund Deposits: Debt Service Reserve Fund 1,941,947.50 Cost of Issuance: Other Cost of Issuance 403,950.00 Other Delivery Date Expenses: Swap Termination Payment 1,500,000.00 Other Uses of Funds: Repayment of 2006A&C Bonds 10,453,340.00 Additional Proceeds 1,212.50 10,454,552.50 27,300,450.00 Page 2 BOND DEBT SERVICE Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.15%) Tax-exempt Non-rated Revenue Issue Period Ending Principal Coupon Interest Debt Service 12/01/2017 346,723.75 346,723.75 12/01/2018 555,000 5.150% 1,386,895.00 1,941,895.00 12/01/2019 580,000 5.150% 1,358,312.50 1,938,312.50 12/01/2020 610,000 5.150% 1,328,442.50 1,938,442.50 12/01/2021 640,000 5.150% 1,297,027.50 1,937,027.50 12/01/2022 675,000 5.150% 1,264,067.50 1,939,067.50 12/01/2023 710,000 5.150% 1,229,305.00 1,939,305.00 12/01/2024 745,000 5.150% 1,192,740.00 1,937,740.00 12/01/2025 785,000 5.150% 1,154,372.50 1,939,372.50 12/01/2026 825,000 5.150% 1,113,945.00 1,938,945.00 12/01/2027 870,000 5.150% 1,071,457.50 1,941,457.50 12/01/2028 915,000 5.150% 1,026,652.50 1,941,652.50 12/01/2029 960,000 5.150% 979,530.00 1,939,530.00 12/01/2030 1,010,000 5.150% 930,090.00 1,940,090.00 12/01/2031 1,060,000 5.150% 878,075.00 1,938,075.00 12/01/2032 1,115,000 5.150% 823,485.00 1,938,485.00 12/01/2033 1,175,000 5.150% 766,062.50 1,941,062.50 12/01/2034 1,235,000 5.150% 705,550.00 1,940,550.00 12/01/2035 1,300,000 5.150% 641,947.50 1,941,947.50 12/01/2036 1,365,000 5.150% 574,997.50 1,939,997.50 12/01/2037 1,435,000 5.150% 504,700.00 1,939,700.00 12/01/2038 1,510,000 5.150% 430,797.50 1,940,797.50 12/01/2039 1,585,000 5.150% 353,032.50 1,938,032.50 12/01/2040 1,670,000 5.150% 271,405.00 1,941,405.00 12/01/2041 1,755,000 5.150% 185,400.00 1,940,400.00 12/01/2042 1,845,000 5.150% 95,017.50 1,940,017.50 26,930,000 21,910,031.25 48,840,031.25 Page 3 BOND PRICING Town of Avon (EagleBend Housing) Series 2017 (25 years @ 5.15%) Tax-exempt Non-rated Revenue Issue Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2018 555,000 5.150% 5.150% 100.000 12/01/2019 580,000 5.150% 5.150% 100.000 12/01/2020 610,000 5.150% 5.150% 100.000 12/01/2021 640,000 5.150% 5.150% 100.000 12/01/2022 675,000 5.150% 5.150% 100.000 12/01/2023 710,000 5.150% 5.150% 100.000 12/01/2024 745,000 5.150% 5.150% 100.000 12/01/2025 785,000 5.150% 5.150% 100.000 12/01/2026 825,000 5.150% 5.150% 100.000 12/01/2027 870,000 5.150% 5.150% 100.000 12/01/2028 915,000 5.150% 5.150% 100.000 12/01/2029 960,000 5.150% 5.150% 100.000 12/01/2030 1,010,000 5.150% 5.150% 100.000 12/01/2031 1,060,000 5.150% 5.150% 100.000 12/01/2032 1,115,000 5.150% 5.150% 100.000 12/01/2033 1,175,000 5.150% 5.150% 100.000 12/01/2034 1,235,000 5.150% 5.150% 100.000 12/01/2035 1,300,000 5.150% 5.150% 100.000 12/01/2036 1,365,000 5.150% 5.150% 100.000 12/01/2037 1,435,000 5.150% 5.150% 100.000 12/01/2038 1,510,000 5.150% 5.150% 100.000 12/01/2039 1,585,000 5.150% 5.150% 100.000 12/01/2040 1,670,000 5.150% 5.150% 100.000 12/01/2041 1,755,000 5.150% 5.150% 100.000 12/01/2042 1,845,000 5.150% 5.150% 100.000 26,930,000 Dated Date 09/01/2017 Delivery Date 09/01/2017 First Coupon 12/01/2017 Par Amount 26,930,000.00 Original Issue Discount Production 26,930,000.00 100.000000% Underwriter's Discount Purchase Price 26,930,000.00 100.000000% Accrued Interest Net Proceeds 26,930,000.00 TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Eva Wilson, Transportation Director Meeting Date: May 9, 2017 Agenda Topic: REVIEW AND ACTION TO FUND ONE OR MORE 2017 SUMMER MULTIMODAL TRANSPORTATION PLAN PROGRAMS ACTION BEFORE COUNCIL Staff is seeking direction and funding from Council for one or more Avon Multimodal Transportation Programs this summer. PROPOSED MOTION I move to approve funding for the following Multimodal Transportation Programs this summer, including: • Increased Bus Service Hours – Red/Blue Line Service Hours - $91,000 – Night Rider Continuing Service Hours $69,000 • Bus Infrastructure Improvements – Shelter Name Signs $ 3,000 – Community Boards $ 2,500 • Bike Share $ 25,000 • Car Pool $ 2,500 TOTAL: $192,000 If Council chooses to not fund one or more of the recommended programs, the program should not be included in the motion. If Council chooses to not fund any of the recommended programs, no motion is needed. SUMMARY STRATEGIC PLAN - Town Council, through its adopted 2017-2018 Strategic Plan has directed Town staff to pursue certain Tier 1 Priorities in support of a Multimodal Transportation And Parking Program, including:  Invest in multi-modal improvements prioritizing walkability and bicycle use on streets, with transit, parking and wayfinding  Complete walkability plan for the remainder of the Avon core as an initial phase of the development of a comprehensive parking and multi-modal transportation plan.  Fully support Avon transit as a key element of a walkable community, including funding of a Town late night transit loop; testing taxi, dial-a-ride or transportation network company (e.g., Uber) services for low-ride routes, including Wildridge and Page 2 of 3 West Beaver Creek Boulevard west of Lake Street, and a Tipsy Taxi program; stay attentive to the potential role of autonomous cars  Determine funding for a Town of Avon internal late night bus  Participate in ECO initiatives such as late night bus service to serve workers, a Tipsy Taxi program, and transit consolidation  Work with local merchants on a bike sharing program and begin to work progressively with the Union Pacific Railroad to allow railbikes within the Avon Town limits CLIMATE ACTION PLAN - In addition, Council’s adopted Climate Action Plan for the Eagle County Community (CAP) - Implementation Plan calls for numerous Transportation and Mobility programs to reduce CO2, most of which parallel the Council’s Strategic Plan. Attachment 1 is an excerpt from the CAP Implementation Plan. FREE SPACES TO EXPLORE – At the beginning of the winter season, Town staff developed Free Spaces to Explore, as Avon’s multimodal transportation and parking tagline. The tagline is used to be the signature look on our buses (soon), ads, press releases and marketing efforts. IMPLEMENTATION PROGRAM RECOMMENDATIONS Reinstatement of bus service hours plus three new program recommendations, to implement the Strategic Plan and CAP directives, are presented to Town Council in this action item this summer. Attachment 2 details the programs, and in summary are: Reinstatement of the Red and Blue Line Summer Ridership Service Hours from 8:30 am – 3:30 pm Summer transit ridership has consistently increased in the past years. The reinstatement of service hours will provide for the continuation of the Red and Blue line all day, from 6:30am to 6pm, to enhance level of service and meet ridership demand. Attachment 3 provides recent ridership data. Expand Bus Service to Run from 6:30 pm – 10:00 pm This winter’s Night Rider pilot program, which expanded free bus service to 10:00 pm, resulted in consistent and significant ridership. Staff is proposing the continuation of the popular Night Rider service to 10:00 pm. An efficient and reliable public transit program will encourage ridership and reduce personal vehicle usage. Contracting with Peak 1, to run the service from 6:00 pm – 10:00 pm is the most cost effective program, as it does not require the Town to fund additional administration time. If approved the Red and Blue lines will cease operations at 6:00 pm. Initiate Car Share/Pool Programs These programs have proven to reduce vehicle usage and ultimately reduce GHG emissions. Leading by example, Avon’s employee car share/pool program will provide a pilot program, through lessons learned, which will help in expanding the service throughout the Town. Initiate Community Bike Share Program The objective of the “soft start” can benefit the environment, low-income residents and hotel guests. A soft start of 10 smart bikes at two strategic locations, Eagle Bend and Westin, will provide important feedback and data to support a more robust bike share program in the future. Page 3 of 3 Bus Infrastructure Improvements Placing community information boards and bus shelter signage are felt to be key elements of a successful multimodal plan. ATTACHMENTS Attachment 1 – Climate Action Plan Implementation Program – Transportation & Mobility Attachment 2 – Free Spaces to Explore Multimodal Transportation and Parking Update PowerPoint Attachment 3 – April 2017 Transit Ridership Analyses TRANSPORTATION & MOBILITY STRATEGIC PLAN/ CURENTLY BEING IMPLEMENTED IMPLEMENTATION SCHEDULE NOTES Change car culture; company incentives for collective transport and telecommuting/encourage remote working  Year 1 PARTNER WITH ECO TRANSIT; MULTI-MODAL PLANNING IN PROCESS Bicycle education programs (ex: learn to ride safely, bike repair  classes, bike donation/earn a bike programs); bicycle sharing program; E-bikes sharing program; work with local merchants  Shared work spaces (co-working spaces shared by businesses and others) so people don’t have to commute cross county) Year 1 NEW TOWN HALL DESIGN  EXPAND HOURS UNTIL 10PM Determine funding for a Town of Avon internal late night bus  Year 1 EXPAND HOURS UNTIL 10PM Electric vehicle infrastructure and incentives; electric buses, more electric charging stations  Year 1 - 2 CHARGING STATIONS AT NEW TOWN HALL; APPLYING FOR GRANT FOR CHARGING STATIONS; FUND IN FUTURE BUDGETS Car share/Ride share/carpool service  Year 1 - 2 RESEARCH FOR IMPLEMENTATION OVER THE NEXT 2 YEARS Complete connectivity for biking/walking between towns and better designated bikeways to improve safety; provide bike parking racks and wayfinding  Year 1 - 2 2017 MULTI- MODAL PLAN + IMPROVEMENTS IN PROCESS ATTACHMENT 1 CLIMATE ACTION PLAN IMPLEMENTATION PROGRAM - TRANSPORTATION & MOBILITY Bid and construct approved E/WBC Boulevard walkability plan in one or two phases depending on cost  Year 1 - 2 Complete walkability plan for the remainder of the Avon core as an initial phase of the development of a comprehensive parking and multi-modal transportation plan. Include the East Benchmark Boulevard/Beaver Creek Place road section to the intersection with Beaver Creek Boulevard, as part of the Avon core.  Year 1 - 2 Year 1 BIKE SHARE EVALUATION IN PROCESS –PLANNED IMPLEMENTATION SUMMER 2017; MAY REQUIRE FUNDING – EBIKES ON HARD SURFACES TO BE DETERMINED; INCLUDE ACTIONS AT MAY BIKE FEST Local in-proximity to workplace affordable housing to reduce commuting miles; reduce county sprawl infrastructure extensions Year 1 TRANSPORTATION & MOBILITY STRATEGIC PLAN/ CURENTLY BEING IMPLEMENTED IMPLEMENTATION SCHEDULE NOTES Public transport service with existing rail line; including railbikes  ON-GOING COUNTY IS LEADING EFFORT Fully support Avon transit as a key element of a walkable community, including funding of a Town late night transit loop; testing taxi, dial-a- ride or transportation network company (e.g., Uber) services for low- ride routes, including Wildridge and West Beaver Creek Boulevard west of Lake Street, and a Tipsy Taxi program; stay attentive to the  ON-GOING Participate in ECO initiatives such as late night bus service to serve workers, a Tipsy Taxi program, and transit consolidation  ON-GOING Multimodal Transportation & Parking Update & Program Implementation Recommendations May 9, 2017 GOALS GOALS OF THE MULTIMODAL TRANSPORTATION & PARKING PLAN •Reduce vehicle emissions from GHG •Reduce parking demand •Encourage alternate modes of transportation •Increase safety for pedestrians •Test and/or initiate new modes of transportation 2 Update Overview •2017 Winter Parking & Transit Operations –Parking –Winter Transit Routes & Ridership •Multimodal Program Research •Proposed Summer Multimodal Transportation and Parking Programs •Parking •Walkability •Bus Schedules •Bike Share •Car Share •Resources Needed 3 2017 Winter Parking •Beaver Creek implemented paid parking •Avon continued to provide free all day parking, with some streets limited to 3 hours •No congestion or parking shortages observed •Lake Street and Town Hall lots often 90% full •Library parking consistently enforced 4 2017 Winter Transit Routes & Ridership 23 Nov – 16 April 2017 •Avon East – Red Line –Daily/6:44am – 6pm •Avon West – Blue Line –Daily/6:30am – 6pm •Skier Shuttle –Daily/8am – 5:45pm •Restaurant Shuttle – –Mid Dec to Mid April – Daily/6pm-10pm •Pilot Programs –Wildridge on-request Service: 2 Feb – 2 April 2017 –Night Rider Shuttle Service: 2 Feb – 16 April 2017 •6pm – 10pm 5 2017 Winter Blue/Red/Skier/Restaurant Routes •2016-2017 Ridership 6 Avon West - Blue Line Avon East -Red Line Skier Shuttle Restaurant Shuttle Total Winter Ridership 2014-2015 33,840 27,214 N/A N/A 61,054 2015-2016 59,272 40,506 172,213 17,147 289,138 2016-2017 121,027 80,244 173,365 17,154 391,790 (36% incr) 2017 Winter Wildridge & Night Rider Pilot Programs 2 Feb – 16 Apr •$50K approved budget •Wildridge Service –Fixed Route 22 days: 32 riders –On-Request 11 days: 19 riders •Night Rider Service –67 days– Avg. 49 Riders/day 7 2017 Shoulder Season Night Rider Pilot Program 17 April - 20 May 2017 •Night Rider Service –17 April – 3 May Ridership –Shoulder Season •Locals •Stay with 30 minute loop •Wildridge Service Discontinued 8 Multimodal Transportation Programs Research •Explored: –City of Aspen, Colorado –City of Ketchum, Idaho (Mountain Rides Authority) –City of Boulder, Colorado 9 Multimodal Transportation Programs City of Aspen - Research •Multimodal Transportation Funding Sources –City’s share of the Pitkin County 1% transit tax –Lodging Tax –Sales & Use tax 10 Multimodal Transportation Programs City of Aspen - Research •Multimodal Transportation Programs –In Town Bus Shuttles - RFTA (6:20am – 2am) - $6.3M –Downtowner - $286K •4 Electric vehicles with heaters/ski racks – Two on route/Two Charging •Fun-Free-Fresh Air Service Around Aspen •Free door-to-door service within service area •Service from 8 a.m. – 11 p.m. during ski season 11 Multimodal Transportation Programs City of Aspen - Research •Multimodal Transportation Programs –Dial-a-Ride for $1 (6:30am-1:45am) –Carpool Program – “Commuter Connect” - $50K software •Find carpool partners for work, school, and one-time event trips •Connect cycling and walking partners •Locate bus routes and trails •Track your costs and carbon savings •Incentive prizes –Car To Go – For those who wants to: •Reduce or eliminate the costs of car ownership •Want to avoid the expense and inconvenience of managing a corporate fleet 12 Multimodal Transportation Program City of Aspen - Research •Multimodal Transportation Programs –Employer Services – Transportation Options Program (TOP) •Free Program/Grant opportunities •Emergency Ride Home service •Meetings and networking/Custom events and materials –Green Promotions: •PLEDGE TO DRIVE LESS THIS WINTER & WIN! 13 Multimodal Transportation Programs Bike Share Programs - Research •WeCycle – Aspen to EL Jebel –Last Mile connections – short trips –Daily to Season Passes: Free - $50 –Eagle County Mayor/Managers Meeting to explore on May 12th •Ketchum Idaho – Mountain Ride Authority –Short trips –Daily to Season Passes: $5 - $65 14 2017 Summer Parking Proposed •Continue managed parking plan –As set this past winter –Monitor parking throughout the summer –Explore opportunities at Tract A for short term parking 15 2017 Summer Walkability Program Proposed •Complete installation of all wayfinding signs •Consistently market Avon as walkable •Complete LSC Multimodal Study, which includes the Walkability Plan •Implement Study steps, once adopted 16 2017 Summer Bus Schedules Budgeted 17 •Summer Ridership continues to increase •Doubled from 2015 to 2016 •2017 Budgeted Summer Service – $389,000 •Avon East (Red Line) and Avon West (Blue Line) •Operates during morning and evening peaks – 5 hrs. •Between 6:30am – 8:30am •Between 3:30pm – 6:30pm •Avon Loop - Black Line – 7 hrs. 8:30am – 3:30pm Summer Bus Ridership Trends 2015 – 2016 Blue Line •Avon West – Blue Line Ridership Trends –100% increase in Ridership 18 Summer Ridership Trends 2015 – 2016 Red Line •Avon East – Red Line Ridership Trends –120% increase in ridership 19 2017 Summer Bus Schedules Proposed •Transit Schedule – Additional Service Hours –Provide Blue and Red Line: 6:30am – 6pm –Provide Night Rider Service – Peak 1: 6pm-10pm 20 Proposed Summer Schedule Service Hours Day Shuttle Night Rider Total Budgeted Summer 4,774 $389,000 $0 $389,000 Additional Summer Costs 2,000 $91,000 $68,000 $159,000 Total Program 6,620 $478,000 $70,000 $548,000 Total Additional funds Needed $89,000 $70,000 $159,000 * Cost to run van service is estimated $10K more than in-house service - offset by vehicle use and administrative time 2017 Bike Share & Car Share Programs Proposed •Avon Bike Share Proposal –Soft Start - $25K –10 Smart Bikes ($15K - $1.5K/each) •2 Stations – Bike Racks/Signage •5 at Eagle Bend/5 at Westin – Bike Racks/Signage/Marketing •Initiate Town of Avon Employee Car Share Program –Support Climate Action Plan •Remove vehicles/emissions – 4.7 metric tons/passenger car/yr. –Employee driver –Employer Vehicle(s) – Minimum three riders –Pools organized by residential locations, such as Eagle & Gypsum –Town provides fuel – 2 Vehicles - $9/day - $2,500/yr. 21 Marketing Plan •Free Spaces to Explore –All modes of transportation and free parking –Visitor “what to do” marketing: For example, visit the Rec Center and Library, finish the afternoon on the Lake –Install three bus wraps on summer vehicles; complete logos on all buses –Install bus shelter signs –Install community information boards at bus shelters 22 Multimodal Transportation Programs Future •Expanded Bike Share •“Commuter Connect” –Avon Car Pool •“Car-to-Go” –Avon Car Share •Implement Year 1 & 2 CAP directives 23 Avon Multimodal Transportation Resources Needed •Increased Bus Service Hours –Red/Blue Line Service Hours - $91,000 –Night Rider Continuing Service Hours - $68,000 •Bus Infrastructure Improvements –Shelter Name Signs $ 3,000 –Community Boards $ 2,500 •Walkability – budgeted •Bike Share - $ 25,000 •Car Pool - $ 2,500 TOTAL: $192,000 24 Avon Transit Spring Ridership 17-30 April 201 ATTACHMENT 3 2 3 4 TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Virginia C. Egger, Town Manager Meeting Date: May 9, 2017 Agenda Topic: REVIEW AND ACTION ON THE TOWN OF AVON AD HOC SPECIAL EVENTS COMMITTEE RECOMMENDATION FOR SUPPORT AND FUNDING, IF NEEDED, OF UP TO TWO MAJOR MUSIC CONCERTS AT THE AVON PAVILION IN AUGUST AND/OR SEPTEMBER OF 2017 ACTION BEFORE COUNCIL To review the Ad Hoc Special Event Committee’s recommendation to support one or two major music concerts at the Avon Pavilion in August and/or September of 2017. PROPOSED MOTION I move to approve, in support of the Ad Hoc Special Events Committee’s recommendation, made on May 3, 2017, that the Town Council: 1. Authorize the Avon Town Manager to enter into Term Sheets with the independent contractors Madison Entertainment and Entertainment Production Services, as presented in Attachment 1 and Attachment 2, respectively, making certain modifications, as may be needed for a successful concert production; and 2. Authorize the Town Manager to consult with Madison Entertainment to negotiate a two- three year agreement with a ticket agency; and 3. Reserve $70,000.oo from the General Fund Special Event Reserve Budget to underwrite one or two major music events at the Avon Pavilion, and appropriate use of the funds, as may be determined by the Town Manager, should any portion or all of the funds be required; and 4. Grant use of the Avon Pavilion and Harry A. Nottingham Park premises, as may be needed, for the production of one or two, two-day concerts, on two of the following dates; and • August 11 – 13 • September 1 – 3 (Labor Day) • September 15 – 17 • September 22 -24 5. Authorize any three (3) members of the Ad Hoc Special Events Committee to meet with the Town Manager, her designees, and the independent contractor, who wishes to make an offer to any band or bands, to approve the band(s), prior to an offer being tendered. SUMMARY The Avon Pavilion was designed and built as an outdoor facility capable of hosting top tier entertainment. In discussions with various producers, Town staff has learned that the Avon stage is not known as a premier outdoor venue, due in part, to its newness. As such, when producers are working with talent buyers to book venues, and, in particular, when routing bands, Avon is not on Page 2 of 7 their horizon, as a venue available for booking. AEG, in booking Lyle Lovett and His Large Band, brings to Avon a well-known and loved set of musicians, which can help launch the Avon venue. The Pavilion remains available for additional bookings this year. Staff has been working with two different companies, Madison Entertainment and Event Production Services, over the past couple of months, to attract their interest in producing or helping to produce major concerts in Avon yet this summer and early fall. The companies would be retained as independent contractors, such as the Town did for the 2015 Après Avon and Flavors of Colorado events. The Town of Avon, in its history, has produced ticketed events, which attracted 2,000 – 3,000 paid admissions. Each July 3rd the Town produces the 19,000 person Salute to the USA. Town staff feels confident we will be able to successfully produce the events, if the right bands are selected at the right ticket prices. Both parties have now completed budgets for one and two day concerts at the Pavilion and developed Term Sheets for booking talent, consulting with the Town and/or producing key elements of the concerts. Each believes artists are still available for 2017 dates. The negotiated Term Sheet for each independent contractor is attached. Key elements of the Term Sheets include:  The Pavilion/Park venue can hold 4,500 paid admissions, with VIP seating. The revenue projections only use sales of 3,200 persons.  Under the revenue and expense assumptions, the events break even or make a profit. The Town of Avon, however, will be responsible for all costs not covered by revenues. The Town will retain all ticket, liquor, vendor and sponsorship revenues.  The budget for the artists and artists’ expenses are capped for one and two-day events. This is most important expense decision for the events. The lists of artists provided by the parties indicate the level of talent available at these expense caps. Ad Hoc Special Events Committee Action The Ad Hoc Special Events Committee reviewed the Term Sheets, interviewed contractor representatives by phone on May 3rd, and discussed whether to recommend to Town Council that up to $70,000.00 of the remaining balance of the Special Event Reserve Budget be made available, if needed, to support one or more concert dates. The Committee also discussed benefits and risks of the ventures and what were appropriate dates. Phone Interviews: The Committee, after introductions and listening to qualifications, asked a series of questions and heard:  While it is late in the summer booking season, the dates available are attractive and Avon should be able to book top level talent.  Labor Day weekend should not be any more difficult than the other proposed weekends to book.  Both companies are hoping for longer term relationships with Avon, building on any 2017 success, in future years.  While both companies are new to Colorado, they were convinced that they understand the market and that Colorado is a great music draw. Each represented that they have relationships and/or resources in Colorado for an event in Avon.  Data on bands and ticket sales is extensive and available from a variety of dependable sources. Page 3 of 7  Madison Entertainment would like to work with the Town immediately to negotiate a contract with a ticketing company for the venue. A two to three year deal can be expected to yield upwards of a six figure revenue advance and signing bonus. Committee Recommendations The Committee understands the risk of an independent contractor approach in bringing top tier talent to Avon yet this year. After considering doing nothing or limiting the goal to just one weekend, the members felt Avon needs to bring major acts to the stage and that success can be built from the investment. Committee members discussed among themselves the merits and drawbacks of a concert on Labor Day weekend, since the lodging occupancy can be expected to be high, but concluded it should be made available to any top tier band. There was a sense that getting the right band will sell the needed tickets to cover expenses. The Committee, by motion and vote, unanimously passed the following recommendations: 1. Both companies should be pursued as independent contractors – this will provide Avon the best chance of booking artists and also allow the Town the opportunity to work with the contractors, if successful, in 2018. 2. The remaining unappropriated $70,000.00 in the Special Events Project Reserve be reserved and used, if needed, to underwrite one or both weekends. 3. Only two weekends, with two-day concerts, out of the four available weekends, should be booked. 4. Three members of the Committee will approve the band(s) prior to an offer being made. The three persons will be identified based upon the first to respond to an email sent by the Town Manager, when a band decision is needed. The Process If Council decides to move forward, the process would be as follows: 1. Town Manager finalizes respective Term Sheets. 2. The Ad Hoc Special Events Committee, within five days of Council action, would provide a list of bands desired to play at the Pavilion. The lists will be provided to the contractors to help determine the mix of preferences. Council may also provide band recommendations. 3. The independent contractor would notify the Town Manager of a band or bands for consideration, including relevant data and recommended ticket pricing. 4. The Committee members (3) would meet within 24 – 48 hours to review the information and decide whether an offer should be made. The Town Manager will update the budget to ensure conservative assumptions can deliver a break even scenario or positive net income. 5. If an offer is made, it cannot be retracted. It can be negotiated if the band’s agent would like different terms, but once accepted, Avon will be responsible for the offer. Staff looks forward to answering questions during Tuesday’s meeting. Committee members have been invited to the session. Attachment 1 – Term Sheet – Madison Entertainment Attachment 2 – Term Sheet – Event Production Services Page 4 of 7 ATTACHMENT 1 MADISON ENTERTAINMENT DRAFT TERM SHEET April 26, 2017 Parties to the Agreement: Town of Avon Madison Entertainment – Independent Contractor Representative: Mr. Roger LeBlanc • Talent Procurement • Production Consulting • Ticket Vendor Contract Consulting Type of Event: Music Concert(s) - Ticketed Location Avon Pavilion and Harry A. Nottingham Park Upper Field Available Dates: No more than two nights may be booked on not more than two of the following dates: Preference Friday/Saturday shows:  August 11 – 13  September 1 - 3  September 15 - 17  September 22 -24 Maximum Attendance: 4,500 paid admissions, subject to $3.00 Admission Fee Budget Assumption: 3,200 paid admissions Performance Ending Time: Not later than 10:00 p.m., subject to Sound Permit approval, as required Local Ticket Discount: Seven (7) day early local purchase at 85% of ticket price Local is a resident of Avon, Colorado Artists: 1. Special Events Committee must provide recommended artists within five (5) days of Town Council approval; 2. Artist(s) approved, in consultation with Madison and Town Manager, on a case-by-case basis, prior to offer; 3. Artist Offer may not exceed: • $320,000 – two day show; or • $160,000 for a one-day show ESTIMATED REVENUES, EXPENSES & NET INCOME OF ONE & TWO-DAY CONCERTS REVENUES $269,500 $541,000 EXPENSES $269,500 $513,820 NET INCOME $0 $27,180 $23,610 $43,820 3,200 Ticket sold, with VIP areas, General Admission Vendors & Sponsors Production Expenses & Contingency ONE DAY SHOW TWO DAY SHOW Producer Fee - 10% of Expenses & Hotel/Meals on site (included in totals) Page 5 of 7 Madison Entertainment Concert Funding Agreement Terms and Conditions: Town of Avon shall be responsible for all Concert Expenses • 50% of Madison Booking and Consultation Expenses shall be paid 30 days prior to performance date; 40% paid five (5) business days before the performance date; and 10% net 30 days, subject to all receipts having been provided and verified. • Town will not be responsible for expenses higher than approved at the time of agreement execution, unless approved in writing. If expenses are less, Town shall pay the actual expenses not the approved amount. Net Income: Revenues over Expenses • Avon shall retain 80% of net income • Madison Entertainment shall retain 20% of net income The information in this draft Term Sheet is not binding and not intended to be a contract. It is for the Ad Hoc Special Events Committee to make a recommendation to the Avon Town Council. All terms are subject to review and discussion. Appendix 1 – Madison Entertainment Reference Materials & Artists’ Lists Page 6 of 7 ATTACHMENT 2 ENTERTAINMENT PRODUCTION SERVICES (EPS) DRAFT TERM SHEET April 26, 2017 Parties to the Agreement: Town of Avon EPS, Austin, Texas – Independent Producer Representative: Mr. Jeff Miller • Talent Procurement • Stage Production Management • Production Consulting Type of Event: Music Concert(s) - Ticketed Location: Avon Pavilion and Harry A. Nottingham Park Upper Field Available Dates: No more than two nights may be booked on not more than two of the following dates: Preference Friday/Saturday shows:  August 11 – 13  September 1 - 3  September 15 – 17  September 22 - 24 Maximum Attendance: 4,500 paid admissions, subject to $3.00 Admission Fee, plus any associated ticketing fees from third party vendor Budget Assumption: 3,200 paid admissions Performance Ending Time: Not later than 10:00 p.m., subject to Sound Permit approval, as required Local Ticket Discount: Seven (7) day early local purchase at 85% of ticket price Local is a resident of Avon, Colorado Artists:  Committee must provide recommended artists within five (5) days of Town Council approval;  Artist(s) approved, in consultation with EPS and Town Manager, on a case-by-case basis prior to offer;  Artist Offer may not exceed: • $350,000 – two-day show; or • $175,000 - one-day show EPS Agreement Terms and Conditions: ESTIMATED REVENUES, EXPENSES & NET INCOME OF ONE & TWO-DAY CONCERTS REVENUES $269,500 $541,000 EXPENSES $269,500 $497,317 NET INCOME $0 $43,683 $20,881 $38,772 ONE DAY SHOW TWO DAY SHOW3, , , Vendors & Sponsors Production Expenses & Contingency Producer Fee - 10% of Expenses & Hotel/Meals on site (included in totals) Page 7 of 7 Town of Avon shall be responsible for all Concert Expenses • 50% of EPS Expenses shall be paid 30 days prior to performance date; 40% paid five (5) business days before the performance date; and, 10% net 30 days, subject to all receipts having been provided and verified. • Town will not be responsible for expenses higher than approved at the time of agreement execution, unless approved in writing. If expenses are less, Town shall pay the actual expenses not the approved amount. Net Income: Revenues over Expenses • Avon shall retain 80% of net income • EPS shall retain 20% of net income EPS standard rate is 15% of approved budget. Discounted 5% to 10%. The information in this draft term sheet is not binding and not intended to be a contract. It is for the Ad Hoc Special Events Committee to make a recommendation to the Avon Town Council. All terms are subject to review and discussion. Appendix 2 – EPS Reference Materials & Artists’ Lists Roger LeBlanc Roger LeBlanc relocated to California in 1988 where he became the exclusive talent buyer for many prominent Southern California venues. He started his career with historic concert venue "The Coach House" and after nearly 30 years, Roger consistently puts together an amazing calendar of shows and top entertainment that is second to no other venue in the nation! Along with the Coach House, Roger's talent buying success has led to exclusive buying positions with The Sunset Strip Music Festival, successful music cruise ShipRocked and other SoCal live music venues including the Canyon Club and Hermosa Beach's live music room Saint Rocke. Today, after moving to Nashville, TN in 2009, LeBlanc continues to book his California venues and festivals but has also added the legendary 2,000 capacity War Memorial Auditorium to his roster. LeBlanc’s latest undertaking is KAABOO the music, arts and culinary experience in Del Mar, CA which is now in it’s 3rd year after successful events in 2015 and 2016. As an expert in producing live concert events that cross multiple generations and genres; LeBlanc, through his company Madison Entertainment works in various capacities with well known venues, festivals and events throughout the nation. Currently Roger and his team are responsible for over $20M in talent booking annually and this is growing every year making them one of the largest independent music buyers on the United States. It is his established reputation and long standing personal relationships in the music industry that put Roger LeBlanc in position to get the first call from agents at every level with new tour announcements, and available dates. LeBlanc was nominated as IEBA’s Club Buyer of the Year in 2012, 2015 & 2016 and won in 2016. He was nominated as Club Buyer of the Year for the 2013, 2014, 2015 and 2016 Pollstar Awards. He won the Pollstar award in 2015. APPENDIX 1 ARTISTS: MADISON ENTERTAINMENT - Talent Tiers DAWES Echosmith Michael McDonald Wallflowers O.A.R. Brandi Carlile Capital Cities Gavin McGraw Kesha Barenaked Ladies Ryan Adams Haim Jason Isbell 3rd Eye Blind Flo RIda Rebulution Huey Lewis Cheap Trick Avett Brothers Goo Goo Dolls Group Love Stugil Simpson Alanis Morissette Event Production Services LLC 2313 Thornton Road Suite B Austin, TX 78704 512.828.7551 contacteps@epstx.net www.epstx.net Avon Performance Pavilion Addendum to Proposal CLIENT/EVENT: AVON COLORADO DATES: SUMMER/FALL SEASON 2017-2018 LOCATION: AVON COLORADO Submit to: Virginia Egger & Danita Dempsey Submitted by: Jeff Miller – Owner / Executive Director EVENT PRODUCTION SERVICES LLC jeff@epstx.net - o: 512-828-7551 c: 512-689-6265 Update Proposal Addendum Sent on: Fri Feb 24, 2017 Copyright © 2017 Event Production Services, LLC Confidential Page 2 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival AVON SHOW CONCEPTS SUMMER 2017-2018 BLUEGRASS (Roots) MUSIC FESTIVAL (1-2 days). POSSIBLE ACTS: • Greensky Bluegrass • Yonder Mtn String band • Leftover Salmon • Punch Brothers • Sarah Jaroz • Traveling McCouries • Railroad Earth • The Infamous Stringdusters • Alison Krause • Bela Fleck • Keller & The Keels • Keller Williams' Grateful Grass • Peter Rowan • Sam Bush • (There are hundreds of bands that could work as support for this bill) BLUES (Theme) FESTIVAL Concept (1-2 days). • POSSIBLE ACTS: • Tesdechi Trucks Band • Steve Miller Band • Leon Bridges • John Butler • Gov’t Mule • Bruce Hornsby • Son Volt • Drive by Truckers • Big Head Todd • Buddy Guy • Robert Cray • Chris Robinson Band • Marcus King Band • Soulive Country/Texas Rock FESTIVAL Concept (1-2 days). • POSSIBLE ACTS: • Willie Nelson • Lyle Lovett • Pat Green • Sturgill Simpson • Robert Earl Keane • Ryan Bingham • Steve Earle • Statesboro Review • Mickey and the motorcars • Reckless Kelly Copyright © 2017 Event Production Services, LLC Confidential Page 3 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival Reggae Fest • POSSIBLE ACTS: • Ziggy Marley • Jimmy Cliff • Toots and Maytals • 311 • Damian Marley • Black Uhuru • Slightly Stoopid • Matisyahu • Lettuce • The Roots • Steel Pulse • Iration • Tribal Seeds • The Expendables • Pepper JAMBAND Fest • Widespread Panic • String Cheese Incident • Phil Lesh and Friends • DISCO BISQUITS • Joe Russo’s almost dead • Chris Robinson Band • Gov’t Mule • (As we all know, there are hundreds of bands that could work as support for this bill) 1 OFF SHOW/OR BACK TO BACK SHOWS (1-2 days). Notes: 1 Headliner plus support or no support. POSSIBLE SINGLE ACTS: (Some of these may be over budget but these acts are as close to a sure thing for a sellout as it comes). But it would be a matter of coming up with additional funding. • Steve Miller Band • Phil Lesh and Friends • Santana • Tesdechi Trucks Band • My Morning Jacket • Widespread Panic • Ben Harper • Wilco • Zac brown Band • Counting Crowes • Sturgill Simpson • Willie Nelson • Neil Young Details: Budget: 250k-500k range BUDGET PER SHOW: 200-250k+ (includes talent and staffing, sound/lights, other needs, fencing, security, hospitality, etc. EPS FEES: 10-15% of budget -Additional bonus incentives for events that turn a profit. EPS and Avon to partner on shows. Copyright © 2017 Event Production Services, LLC Confidential Page 4 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival Potential revenue • Ticket sales (premium ticket sales for premium tix or packages). • Event/Venue sponsor sales • VIP packages • Travel packages • Beer/Food sales • Vendor booth spaces Potential budget items • EPS fees • Staffing at the event • Goods/services like sound/lights/techs/video/fencing/barricade/tents/etc. • Hospitality and lodging for bands/crew/staff. • Website/Social media/Etc. • Marketing Items the city can provide in kind or through partnerships: • Venue rental fees waived • Hotels for bands and crew/staff from hotel partner (Sponsorship) • Any gear the city owns that we can use for the event for free like fencing, barricade, any/all resources that we can think of. • Police/EMT during the event. • Parking/Shuttles? Next Steps for Avon/EPS • Narrow down wish list and decide on what type of event and when/dates. • Contracting with EPS / initial deposit paid. Work begins on project. • Decide on final concept/bands and begin outreach to agencies/acts. • Review choices with Avon and make official offers to acts at that time. • Create event budget and P & L. • Once band/type of shoes is chosen and accepts offer, aggressive marketing plan is built. • Event is announced/Tickets on sale. • Event production planning and execution begins. Event Production Services LLC 2313 Thornton Road Suite B Austin, TX 78704 512.828.7551 contacteps@epstx.net www.epstx.net “RFP RESPONSE” Avon Performance Pavilion CLIENT/EVENT: AVON COLORADO DATES: SUMNMER SEASON 2017-2018 LOCATION: AVON, COLORADO CAPACITY: 12,000 Submit to: Virginia Egger and Danita Dempsey Submitted by: Jeff Miller – Owner / Executive Director EVENT PRODUCTION SERVICES LLC jeff@epstx.net - o: 512-828-7551 c: 512-689-6265 Proposal Sent on: January 25, 2017 Copyright © 2017 Event Production Services, LLC Confidential Page 2 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival • A: BUSINESS ORGANIZATION EVENT PRODUCTION SERVICES LLC 2313-B THORNTON ROAD, AUSTIN TEXAS 78704 OFFICE: 512-828-7551 FAX: 888-334-0642 WWW.EPSTX.NET EMAIL: JEFF@EPSTX.NET EPS IS LOCALLY OWNED AND OPERATED IN AUSTIN, TEXAS 78704 • B: AUTHORIZED NEGOTIATOR JEFF MILLER - OWNER/FOUNDER/EXECUTIVE DIRECTOR O: 512-828-7551 C: 512-689-6265 EMAIL: JEFF@EPSTX.NET • C: PRIOR EXPERIENCE Introduction: Event Production Services LLC (EPS) is an event production management company founded in 2005, based in Austin, Texas. EPS has booked and produced hundreds of events in Austin and across Texas over the past 11 years. EPS has a spotless record producing large outdoor events in city parks, street festivals and special events in various municipalities. In addition, Jeff Miller, owner of EPS, has over 20 years’ experience working with various festivals, for major corporations, nonprofits, and municipalities to produce both paid and civic oriented / free events benefiting the community. EPS has a long history of working with the various departments at both small and large municipalities to permit and approve all related operations to ensure a safe and fun event for the citizens of the cities and towns we work in. With an eye for fine detail, a driven work ethic, and unparalleled experience, EPS will make a great production partner for the town of Avon Colorado. EPS believes that the working relationship will only grow stronger over time and through shared experiences. Our aim is for a long-term, mutually beneficial relationship. Copyright © 2017 Event Production Services, LLC Confidential Page 3 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival 2: EXPERIENCE: EPS Produced Events: Case Studies Carrollton Festival at the Switchyard http://www.carrolltonfestival.com/ Description: Jeff Miller: Producer/Production Director, 2010-Present - EPS has provided our turn key production planning services, talent buying and overall management and staffing at the event since its inception in 2010. EPS worked with the City to design this signature event from scratch. Event features 20+ acts on 2 stages, 100+ art and food vendors, dozens of kid’s activities, and draws upwards of 30,000 people during the day, and around 12,000 people attend the nighttime concerts. We work with all the major agencies on behalf of the city to procure national headliners and regional talent for the event. In addition, EPS manages and coordinates all safety aspects including hiring and managing the various police, security and medical teams. EPS hires and manages over 30 staff members, managers, and various vendors at the event. Budgeting and settlement with vendors/talent/staff are all handled in house. Event Budget: Approx. $500,000.00 CLIENT: City of Carrollton Texas Contact: Kelli Lewis - City of Carrollton, Texas - Marketing Director / Festival Director 214-621-2212 Kelli.Lewis@cityofcarrollton.com ---------------------------------------------------------------------------------------------------------------------- KGSR’s Blues on the Green http://www.kgsr.com/promotions/blues-on-the-green Description: Jeff Miller: Producer/Production Director, 2012-Present - EPS has been providing a full turn key production planning services, and overall management and staffing at the event for the past 5 years. Since EPS began working with the event in 2012, we have made improvements in stage/sound and lighting and overall planning, management and presentation. EPS hires and manages over 50 staff members, managers, and various vendors at the event. Budgeting and settlement with vendors, talent and staff are all handled in house. Event draws approx. 25k+ visitors for each show 4 times every summer in Austin’s crown jewel, the big lawn at Zilker Park where ACL Fest and Trail of Lights are held. Event Budget: Approx. $500,000.00 for the season (4 shows). CLIENT: EMMIS RADIO Contact: Rachel Lepera - Events Director – Emmis Broadcasting / KGSR Radio Austin / KGSR’s Blues on the Green - 561-350-0133 RLepera@emmisaustin.com ---------------------------------------------------------------------------------------------------------------------- Austin’s New Year http://austinsnewyear.com Description: Jeff Miller: Executive Producer/Production Director, 2015-Present - In late 2015, EPS won the bid to produce the City of Austin’s annual New Year’s Eve event. In previous years, had been run in house by the city with dwindling attendance and interest. The city was looking to rebrand the event and do a total and complete overhaul. With only 3 months to produce the event, EPS took the reins and booked and produced a successful event above and beyond all reasonable expectations. Attendance was well over 30,000. After the various successes of the inaugural year working together, the City hired Jeff Miller directly as a consultant to produce the event for the next 4 years. EPS provides a total turnkey solution for the city. Including production and operations planning, talent buying, sponsorship sales and management, & Marketing/PR as well as overall management and staffing at the event. EPS hires and manages over 30 staff members, managers, and various vendors at the event, in addition to managing 22+ acts on 4 stages and dozens of food, art and activities vendors. EPS also manages budgeting and settlement with vendors, talent and staff are all handled in house. The 2016 event drew approx. 60-70k visitors. Budget: Approx. $150,000.00 CLIENT: City of Austin Texas Contact: Sylnovia Holt-Rabb – Assistant Director of Economic Development: 512-743-6153 Contact: William Manno – Corporate Special Events Manager: 512-491-2426 Copyright © 2017 Event Production Services, LLC Confidential Page 4 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival Pachanga Latino Music Festival http://pachangafest.com/ Description: Jeff Miller: Producer/Production Director, 2008-2016 - EPS provided full turnkey production planning services, and overall management and staffing at the event since 2008. EPS hired and managed over 30 staff members, managers, and various vendors at the event, in addition to managing 30+ acts on 3 stages. Budgeting and settlement with vendors, talent and staff were handled in house. Event drew approx. 5000-7500 visitors annually. Budget: Approx. $300,000.00 CLIENT: Pachanga Partners / El Guapo Rich Garza - Executive Producer – Pachanga Latino Music Festival - 512-565-8087 OTHER EVENT EXPERIENCE / REFERENCES* ACL LIVE at The Moody Theatre EPS is the exclusive producer of all 2nd Street Events (adjacent to the venue) on behalf of ACL Live 2014-Present http://acl-live.com/ *CLIENT: Michaelyne Escobar Long Director of Private Events - ACL Live at The Moody Theater - 512-404-1318 --- Austin Trail of Lights Event Director/Producer 2014-2015 http://austintrailoflights.org/ --- Austin City Limits Music Festival Food/Art Vendor Manager 2002-2008 http://www.aclfestival.com/ --- Soundcheck Texas Production Director 2014-Present http://www.2ndstreetdistrict.com/soundcheck2015 The Backyard Live Oak Amphitheatre Venue building and Operations Planning Consultant. 2016-Present http://backyardaustin.com/ EPS CLIENT LIST & CLIENT COMMMENTS http://epstx.net/#!/clients JEFF MILLER WORK EXPERIENCE To review the experience of EPS owner Jeff Miller – Please visit: www.linkedin.com/in/jeffmiller/en Copyright © 2017 Event Production Services, LLC Confidential Page 5 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival D: PERSONNEL Key EPS management personnel: Current EPS Staff • Production/Operations Director: Jeff Miller • Production Manager: Andy Ellis • Main Stage Manager: Patrick Brassell • Operations Manager: Jon Blue • Vendor/Sponsor Activation Mgr: Joetta Velasquez / Charles Kithcart • VIP manager: Darlene Starr / Becky Lynn Street • Production Office manager: Emily Miller • Labor/PA’s/ETC: EPS pool of qualified event staff. • All other staff hired on a case-by-case basic depending on the needs of the event and approved budgets. Time dedicated by independent contractors (IC) depends on final scope. EPS owner Jeff Miller will work with the client to determine all event needs and 90% of the planning will done in house, then delegated staff or IC responsibilities on a “as needed” basis to area managers. Typically, most event staff are day of setup and show only. Managers are hired to handle the advance of vendors and talent and typically start 30-60-90 days or more out. Experience of EPS staff: Each staff member has a minimum of 5-8 years’ experience working EPS gigs. Many of my key staff have worked 90% of EPS events over the past 10 years. All key members named above have successfully executed multiple events, as part of EPS and other production teams. In addition, many of EPS key vendors service the greater Colorado area. We have a satellite office in Denver now being set up to service our Mountain time clients. We have strong local ties and many contacts for sourcing reliable staff and third party vendors. Copyright © 2017 Event Production Services, LLC Confidential Page 6 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival E. CONCEPT AND SOLUTION (Will be based on event type and scope. To be determined) PLAN AND PRODUCE • Working closely with The City of Avon, (“client”) and EPS key staff and vendors, identify key points and to-do/action lists moving forward. • Develop a site plan and work off production/deliverables timeline. Develop back up/rain plan in case of inclement weather. • Work with agencies to assess artist availability and market value, talent buying, artist technical and hospitality management at event. • Identify all event production and staffing needs. Source gear. • Contact vendors for bids. • Determine budget needs and provide estimate. • Work with client to approve all goods/services/staffing expense and manage invoicing and settlement. • Work with client to identify creative and artistic installations, displays, or activations. • Schedule/coordinate meeting with artists/staff/volunteers. F: WORK PLAN (Will be based on event type and scope. To be determined) Copyright © 2017 Event Production Services, LLC Confidential Page 7 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration Keep Austin Weird Fest KGSR’s Blues on the Green Green Apple Festival G. PROJECT MANAGEMENT STRUCTURE 1. CHAIN OF COMMAND. CLIENT> JEFF MILLER> (REPORTS TO CLIENT ON ALL BUSINESS AND GAINS APPROVALS) • THIRD PARTY VENDORS • TECHNICAL ADVANCE WITH TALENT • EPS STAFF 2. SINGLE POINT OF CONTACT FOR BILLING/FOLLOW UP AND PROBLEM RESOLUTION Jeff Miller, owner and event director of EPS, will act as point of contact on all business as stated above. Jeff has a great deal of experience working directly with vendors, staff and clients on all the above, as well as overall team management. 3. DEPTH OF STAFFING RESOURCES EPS has amazing depth for staff and resources. After 20 years working Austin events, including 5 years at CSE/ACL FEST and 15 years producing events all over Texas and nationwide, we have a large database of qualified individuals. We have great managers we use for most of our events, and a well-stocked pool of independent contractors and event staffing / labor. If someone on our team fell out for one reason or another, we would quickly pull in another qualified person. We also have deep roots and relationships in Colorado and around Vail/Avon. 4. GENERAL NOTES ABOUT HOW EPS CONDUCTS BUSINESS. EPS is a goal driven, detailed oriented production company. We have long-standing processes and documents we use, staffing, budget’s and timeline templates. We embrace current technology like Googledocs, to create documents any team member can access and work on/review, thus cutting back on email and meeting time. We are a high-efficiency, low-maintenance production partner that delivers high results. We strive for a no drama, fun, and creative work environment. We provide clear, fair but firm leadership and oversight, of our staff and vendors. All of who understand the level of results we strive to accomplish, on the behalf of our clients. We are pros and always strive to conduct business as such. Copyright © 2017 Event Production Services, LLC Confidential Page 8 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival H. COST PROPOSAL (Will be based on event type and scope. To be determined) ESTIMATED GENERAL BUDGET: • $TBD CLIENT PAYS: • PROJECT FEE: Typically, 10%-15% of overall operations and talent budget. Final number to be determined based on final scope. (More information is needed based on scope/number of days on Site-We will work through this with you to both parties’ satisfaction). (Typical event fee is 15-20% of overall budget. Our rate is an introductory rate for year 1 until full scale and scope of event is known). • Project fee included core EPS staff to plan and advance your event until event managers are hired/chosen. Does not include labor, or on-site event staffing. Or staffing from third party vendors. Staffing as general budget line item as part of the event expenses. • 50% deposit due upon contracting. All fees and known expenses paid in advance of show. All event staff and vendors paid on site unless otherwise noted. • Office space provided for EPS management and production/ops office. • Hotels for crew paid for or comped by hotel partner. • All meals and travel expenses provided. • (All these terms will be addressed in EPS event contract). NEXT STEPS for Avon, Co.: • Once response to RFP is accepted, and reviewed, there will need to be a discussion on exactly what kind of event Avon would like to pursue. We will work with you to talk through initial discussions on scope. Then final fees determined. Then standard EPS event services contract can be issued within a few days. We aim for a painless transition and contracting process so we can all get to work. *It is very important to note that this is only an estimated budget based on the few things we do know, and many we do not. Like potential for sponsorships, in kind trades, city resources, etc. As well as final orders and event needs. You event budget may differ from the estimated budget above. Ultimately, EPS desires to put on the kind of event the client would like to put on. And at the comfort level for our client. We will be honest and upfront about all costs of goods/services and will offer total transparency on all invoicing. We will work closely with the client on all planning and anything related to costs. Nothing will be ordered or approved without the cities written approval. So please note that if the numbers above seem too high or too low, we will work with you to get it to where it needs to be for everyone’s comfort level and the safety and well-being of all parties. And to produce the kind of event that we can all be proud of at the end of the day. Copyright © 2017 Event Production Services, LLC Confidential Page 9 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival Additional Comments Section: • N/A now. See below for event options. Copyright © 2017 Event Production Services, LLC Confidential Page 10 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival Options to Produce event/events in Avon Colorado to boost exposure for the Towns Amphitheatre. 1: Multi day Music and Art Festival / Food Festival. Town-wide and at venue: “Avon Days” Budget: 150-250k and up Put the town and world class amphitheater on the map with a large/awesome music/art/food event that centers around night time concerts at the pavilion. But also features the town at large and local art, food, and vendors. 2: Single or multi day festival at Venue Budget: 150-250k and up 3: Concert Series Budget: 125-250k+ per show to book headliner and support 4: Single day concert Budget: 50-125k+ to book headliner and support For example, Widespread panic in Sept 2017 or 2018 would probably work well with their radius clause because it’s 3 months past the Red Rocks shows. Also, Neil Young, Counting Crowes, String Cheese Incident, several other bands would work well in that space. 5: Event Sales Other options: EPS to go pitch to promotors on behalf of city. EPS to receive 30% of any venue fees or revenue for any event sold or contracted through EPS. EPS would act as sale and venue management representative for Avon and actively sell events and manage the sales client at the events. This service we can provide as an add on to any of the above event production options. Funding options models: • Avon pays 100% of expenses and EPS produces event/concert/fest. • EPS and Avon Partner on producing event. With initial funding by the City. And raise sponsorship Dollars to underwrite concert season / Music. • Avon seed funds concert, and ticket sales cover band costs. Additional revenue from vendors, sponsors, beer sales, etc. to help offset investment. *EPS cannot have financial responsibility for any loses. Copyright © 2017 Event Production Services, LLC Confidential Page 11 Turn key Event Management Carrollton Festival at the Switchyard Austin’s New Year Celebration KGSR’s Blues on the Green Austin’s New Year Celebration Green Apple Festival Avon handles: • Marketing / PR / All promotions. EPS can advise on all. • Sponsorships and fulfillment. ** **EPS has team in place that could handle this service for a fee or % of sponsorships sold. Note: It’s challenging to write a proposal without knowing the exact direction the city is willing to take. So please review, narrow down our options, and let us know. From there we can give a much more detailed proposal, timeline, costs, etc. April 21, 2017 Dear Avon City Officials: I am writing you in reference to Jeff Miller and Event Production Services (EPS). I was thrilled to hear that EPS is being considered for a special project in Avon and felt compelled to write on their behalf. I have known Jeff for many years and am consistently impressed with the caliber of events he and his team produce. Their attention to detail and level of professionalism is apparent, as is the importance of providing an outstanding experience for guests and artists alike. Jeff personally takes pride in his work and his team; he has built a great reputation in the event industry. I’ve heard nothing but rave reviews of his work with others, and he’s always exceeded my expectations. Thank you in advance for your consideration of this great team. You will not be disappointed with Event Production Services. Best, Shawna Sprowls Program Manager Boulder International Film Festival 2338 Broadway St. Boulder, CO 80304 Cell: 303-819-6468 Office: 303-449-2289 shawna@biff1.com December 19, 2013 To Whom it May Concern: O FFI C E O F S PE C IA L E VE NT S 2 0 0 S o u t h L a ma r, A u s t i n , Te x a s 7 8 7 0 4 (512)974-6797 (512) 974-6729 Fax reservations@ci.austin.tx.us http://www.ci.austin.tx.us/parks/reserve.htm As Event Manager for the City of Austin Parks Department, I have worked very closely with Jeff Miller and his team at Event Production Services (EPS), who have produced many different festivals and events held in parks in the City of Austin. Last year EPS took over the long running music series KGSR’s Blues on the Green. This annual event series is held every other Wednesday, May through August. The event takes place in Austin’s Zilker Park Great Lawn, also home to Austin City Limits Music Festival. Outside of ACL Festival, KGSR’s Blues on the Green is the only other large scale music event allowed to take place on the great lawn. Our previous experience with Jeff and his company gave us a great comfort level, when Blues on the Green transitioned from its long-time producer (C3) to EPS. Jeff and his team at EPS manage his client’s events with passion and attention to detail. He is organized, timely, and complete with all required documents to obtain the special event permits for every event they produce. EPS is engaged with the City, and their clients to create mutual beneficial events. If you have questions, our office may be reached at 974-2427. Sincerely, Jason A. Maurer Special Events Manager Austin Parks and Recreation Department April 20, 2017 Town of Avon Avon, CO RE: Event Production Services To Whom It May Concern: This is Mark Brut and I am the owner of Rocky Mountain Artists which is a national booking and management company in the music industry based out of Denver and primarily focused on the Colorado market. It is my understanding that Event Production Services (EPS) is being considered for a special project in Avon regarding some large-scale concert events in the town park. In my experience, EPS has been nothing but professional and thorough in their handling of events from start to finish. They have the resources and experience to handle the individual needs of each event, and are always willing to go the extra mile or think “outside the box” to handle any unique situations that may arise. It is a credit to the work of Jeff Miller and his staff that they are constantly being approached unsolicited for new projects and events not only in Texas but outside of the state as well. I say without hesitation that EPS would be an excellent choice to manage your prospective events and that EPS would be a welcome addition to the already competitive Colorado market as a key player in event production and management. Feel free to contact me with any additional questions you may have. Best regards: Mark Brut Owner/Artist Consultant Rocky Mountain Artists LLC mark@rockymountainartists.com 720-883-6890 TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Preston Neill, Executive Assistant to the Town Manager Date: May 9, 2017 Agenda Topic: Resolution 17-07 Establishing Locations and Number of Food Trucks ACTION BEFORE COUNCIL: Council is asked to take action on Resolution 17-07, Establishing the Locations and Number of Food Trucks. RECOMMENDED MOTION: “I move to approve Resolution 17-07, Establishing the Locations and Number of Food Trucks.” BACKGROUND: On May 10, 2016, Council approved an ordinance allowing food trucks to operate on Town right-of- ways, and subsequently approved a resolution establishing locations and number of food trucks allowed to operate within the Town. Council set out a special condition for the Town Manager to develop a guideline to have cessation of food truck services starting October 1, 2016. Council wished for any issued food truck permits to be monitored as a test case. The approval of the resolution allowed one (1) food truck, at any given time, to operate on any one location near Harry A. Nottingham Park (Park) and authorized the Town Manager to identify and test locations near the Park, including but not limited to the following sites: • Location #1: The parking lot on north side of Park. • Location #2: The two northerly parking spaces in the parking lot located on the east side of the Municipal Building. • Location #3: The northwest corner of the parking lot located on the north side of the Recreation Center. At a work session on April 25, 2017, Council provided direction to staff to reach out to Avon businesses to make them aware that they may give permission to operators of food trucks to operate on their private properties. Council also provided direction to staff to bring legislation before Council that would once again allow food trucks to operate on public property. ATTACHMENT: Resolution 17-07 Resolution No. 17-07 May 9, 2017 TOWN OF AVON, COLORADO RESOLUTION 17-07 ESTABLISHING THE LOCATIONS AND MAXIMUM NUMBER OF FOOD TRUCKS WHEREAS, the Avon Town Council has determined that allowing food trucks in locations near Harry A. Nottingham Park is a viable strategy to bring activity and vibrancy and will provide for expanded small business opportunity; and WHEREAS, the Avon Town Council adopted Ordinance 16-07, Allowing Food Trucks to Operate on Right-of-Ways; and WHEREAS, Section 5.04.080 (b) of the Avon Municipal Code requires that the Avon Town Council establish the location and maximum number of vendor permits by resolution; and NOW, THEREFORE BE IT RESOLVED that the Avon Town Council approves that one (1) food truck is allowed to operate on any one location near Harry A. Nottingham Park. The Town Manager is authorized to identify and test locations near the park, including but not limited to the following sites which are also mapped on Exhibit A: • Location #1: The parking lot on north side of Harry A. Nottingham Park. • Location #2: The two northerly parking spaces in the parking lot located on the east side of the Municipal Building. • Location #3: The northwest corner of the parking lot located on the north side of the Recreation Center. ADOPTED May 9, 2017 AVON TOWN COUNCIL By:_______________________________ Attest:___________________________ Jennie Fancher, Mayor Debbie Hoppe, Town Clerk POTENTIAL FOOD TRUCK LOCATIONS NEAR HARRY A. NOTTINGHAM PARK EXHIBIT A Potential location Potential location Potential location TOWN COUNCIL REPORT Staff will provide a report on this recommended License Agreement on Monday, May 8th. AN AGREEMENT BY AND BETWEEN THE TOWN OF AVON AND MILLSMORE, LLC FOR THE GRANT OF A REVOCABLE ENCROACHMENT LICENSE TO INSTALL, CONSTRUCT, AND MAINTAIN LANDSCAPE AND PARKING IMPROVEMENTS ON TOWN-OWNED RIGHT-OF-WAY and PROPERTY. 1.0 PARTIES. The parties to this agreement (“Agreement”) are the TOWN OF AVON, COLORADO, a Colorado home rule municipality (the “Town”) and MILLSMORE, LLC (the “Licensee”). This Agreement is effective upon execution by the Licensee and following execution by the Town Manager on the date indicated below. 2.0 RECITALS AND PURPOSE. 2.1. The Town is the owner of certain property located in the Town of Avon, Eagle County, Colorado, commonly known as the Lot 4, Buck Creek PUD and Subdivision (“Town Property”). The Town is the owner of the right-of-way on Swift Gulch Road, defined in this agreement as the unimproved area between the road and the adjacent properties, beginning west of Lot 4 and ending as a continuation of the easternmost property line of Lot 67 (“Right-of-Way”). 2.2. Town and Licensee entered into a Revocable Encroachment License in 2012 for the Town Property and the Licensee built a parking lot on the Town Property for the purpose of temporary parking and landscape improvements. 2.3. The Licensee has expressed a desire to remove landscaping area on Lot 67, and is required to mitigate the loss by improving the landscaping on Lot 4 and the Right-of-Way. 2.4. Licensee agreed to construct a sidewalk (“Public Improvement”) along Nottingham Road connecting the existing sidewalk to Swift Gulch road, which the Town acknowledges is a valuable public benefit that promotes pedestrian opportunities and enhances traffic safety which promotes goals of the Town’s Comprehensive Plan. Town further finds that the Public Improvement and landscaping enhancements to the Town Property provide benefits and value which equal or exceed the value of the Town Property that the Town is providing for use by Licensee for parking and dumpster use. 2.5. Licensee agrees to install landscaping improvements in the Town Property and the right-of-way as depicted in Exhibit A: Landscaping Plan, which the Town acknowledges is an adequate offset to the landscaping area lost in constructing additions to the building on Lot 67. 2.6. The Town is willing to update the revocable license to the Licensee 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 in the Avon Municipal Code. 3.0 TERMS AND CONDITIONS. 3.1. The Town hereby amends and restates in its entirety the grant to the Licensee of a revocable license for the encroachment and occupation described as follows: a paved parking lot with approximately six parking spaces (to be occupied with parked vehicles), landscape plantings (trees, shrubs, and ground cover), retaining walls, potential light fixtures (if any), and a dumpster enclosure (“Private Improvements”); and the updated landscape plantings on Lot 4 and the right-of-way as such Private Improvements are depicted in Exhibit A: Landscape Improvements; 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. To the extent that the location or other specifications of this License or any exhibit conflicts with local laws, the local law shall govern. Except for the encroachment and occupation of the Public and Private Improvements identified in this ¶3.1, no other encroachment, structure, improvement, vehicle, 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, including but not limited to storage sheds, carports, playground equipment, motor vehicles, snowmobiles or other recreational equipment. 3.2. The encroachment and occupation of Private Improvements as specified in ¶3.1 above shall continue from the date of this Agreement to the time that this Agreement is terminated. Due to the significant investment by the Licensee, the Town intends that the period of this amended license will run for a minimum of five years from the date this License Agreement is executed. Notwithstanding the foregoing, the Town may terminate this Agreement at any time if the Town Council, following a duly noticed public hearing, makes a legislative determination that removal of the Private Improvements is necessary to protect the public health, safety, or welfare of the Avon community. At such time as the Town Council makes a determination that removal of the Private Improvements is necessary, the Town Council shall also make a legislative determination regarding the reasonable period of time within which the Private Improvements must be removed. Except in the case of a public safety emergency or where a shorter period of time is justified due to the nature of the Private Improvements, the Licensee shall customarily not be required to remove the Private Improvements within less than thirty (30) days of notice to the Licensee. The Town may also terminate this Agreement at any time in the case of a declaration by the Town Council for the Town of Avon that a public safety emergency exists by giving written notice to the Licensee five (5) days in advance of the effective date of termination. 3.3. 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 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 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 Private Improvements and encroachment permitted by this Agreement constitutes a dangerous and/or unsafe condition within a public right-of-way. 3.4. The Licensee agrees that it will never institute any action or suit at law or in equity against the Town or any of its officers or employees, nor institute, prosecute, or in any way aid in the institution or prosecution of any claim, demand, or compensation for or on account of any damages, loss, or injury either to person or property, or both, known or unknown, past, present or future, arising as a result of or form the revocable license granted to the Licensee by this Agreement. This provision includes but is not limited to claims relating to road maintenance, snow removal or other public works activities performed by or on behalf of the Town. 3.5. The Licensee agrees to construct, maintain, and repair the Private Improvements placed or located on the Town Property by the Licensee or its lessees, agents, employees, or other persons under the control or direction of the Licensee pursuant to this Agreement at the cost and expense of the Licensee and at no cost or expense to the Town. The Licensee agrees to remove or cover graffiti or other damage caused to the improvement(s) within a reasonable time following notice or knowledge of such damage or within forty-eight (48) hours of delivery to the Licensee of a written demand by the Town, whichever is earlier. The Licensee shall not erect, cause to be erected or permit the erection of any sign, advertising object, or illustration upon any improvement, structure, fence, or wall placed or located by the Town Property pursuant to this Agreement and shall promptly remove any such sign or advertising. 3.6. The Licensee agrees to maintain the landscaping in a healthy condition at all times and shall be responsible for ensuring the proper pruning or replacement as necessary to present a healthy landscape condition. Upon termination the Licensee may be required to relocate trees and shrubs planted on Lot 4, Buck Creek PUD and in the Swift Gulch Right-of-Way in order to comply with the previously approved landscape plan for Lot 67, Block 1, BMBC. 3.7. The Licensee agrees upon termination of the license agreement to relocate the dumpster enclosure from Lot 4, Buck Creek PUD onto Lot 67, Block 1, BMBC in order to comply with the previously approved site development plan. 3.8. The Licensee agrees that the Town is not liable, and will not assume any liability, responsibility, or costs for any damage, maintenance, or repair of any Private Improvements erected or maintained by the Licensee under this Agreement. 3.9. The Licensee agrees to repair and reconstruct any damage to the Town Property upon termination of this Agreement or removal of the Private Improvements described in paragraph 3.1 and any other improvements erected by the Licensee on the Town Property and the Licensee shall return the Town Property to its original condition at the cost and expense of the Licensee and at no cost or expense to the Town. In the event that Licensee does not remove the Private Improvements and repair and restore Town Property to the condition prior to this Agreement within the time period determined in ¶ 3.2 above, then Licensee shall be deemed to have abandoned the Private Improvements and any rights thereto and the Town may proceed to remove the Private Improvements. The Town may seek recovery of all costs incurred for the removal of Private Improvements from Town Property, repair of damages to Town Property, and restoration of Town Property, including legal costs and attorney fees. 3.10. 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. 3.11. The Licensee shall be deemed to have intentionally and irrevocably abandoned and relinquished rights and interest in the Private Improvements in the event that the Licensee conveys all the Licensee’s interest in the property or properties obtaining access or receiving benefit from the improvements and encroachments described in this Agreement. The Town shall be entitled to rely upon the public records of ownership maintained by the office of either the Eagle County Clerk and Recorder or the Eagle County Assessor in rendering a determination that the Licensee has abandoned and relinquished the Licensee’s rights and interests as provided by this paragraph. In such event, the Town may remove and demolish such improvements without notice to the Licensee. 4.0 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 existence of this Agreement and the Town will promptly consider any request by the Licensee for assignment of this Agreement to such subsequent purchaser. 5.0 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. 6.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings. 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 Private Improvements. 7.0 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. 8.0 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. 9.0 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. 10.0 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 Private Improvements 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. 11.0 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. 12.0 LEGAL FEES AND COSTS. In the event the Town seeks legal action to enforce this Agreement or to recover reimbursement costs for removal of private improvements from, repair of any damages, and/or restoration of Town property subject to this Agreement, Town shall be entitled to recover any and all legal costs and attorney’s fees incurred. [SIGNATURE PAGE FOLLOWS] DATED MAY 9, 2017. TOWN OF AVON: By: ________________________________ Jennie Fancher, Mayor ATTEST: Approved as to Form: _________________________________ ______________________________ Debbie Hoppe, Town Clerk Eric J. Heil, Esq., Town Attorney LICENSEE: By: _________________________________ James Pavelich Address: 20 Nottingham Road Avon, CO 81620___ STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ________ day of ____________________, 2017, personally by _______________________________. ___________________________________ Notary Public (SEAL) Commission expires: _____________ x xx xxxx Da t e Jo b N u m b e r NO R T H S I D E C A F E R E M O D E L 17 0 1 LO T 6 7 , B L O C K 1 , HO P K I N S A R C H I T E C T U R E , L L C P. O . B O X 3 3 3 3 Va i l , C o l o r a d o 8 1 6 5 8 97 0 - 3 7 6 - 6 4 6 9 CO P Y R I G H T - A L L R I G H T S R E S E R V E D . TH I S D E S I G N , I N C L U D I N G A L L D R A W I N G S , H A S BE E N P R E P A R E D F O R T H E S P E C I F I C C L I E N T A N D SIT E A N D A S S U C H A R E T H E I N S T R U M E N T S O F PR O F E S S I O N A L L Y C O N T R A C T E D S E R V I C E S F O R US E S O L E L Y W I T H R E S P E C T T O T H I S P R O J E C T . TH I S D E S I G N R E M A I N S T H E I N T E L L E C T U A L PR O P E R T Y O F T H E A R C H I T E C T : SN O W D O N A N D H O P K I N S , A R C H I T E C T S , P . C . AN Y R E P R O D U C T I O N O R U S E O F T H E S E DR A W I N G S F O R D I S T R I B U T I O N , I N C L U S I O N , EV A L U A T I O N O R C O N S T R U C T I O N R E G A R D I N G AN Y O T H E R S I T E , O R D E S I G N , I S S T R I C T L Y PR O H I B I T E D W I T H O U T P R I O R A N D E X P R E S S E D WR I T T E N C O N S E N T A N D P E R M I S S I O N O F T H E AR C H I T E C T . IN A S M U C H A S T H E R E M O D E L I N G A N D / O R R E H A B I L I T A T I O N O F T H E EX I S T I N G S T R U C T U R E R E Q U I R E S T H A T C E R T A I N A S S U M P T I O N S B E MA D E B Y T H E A R C H I T E C T R E G A R D I N G E X I S T I N G C O N D I T I O N S , A N D BE C A U S E S O M E O F T H E S E A S S U M P T I O N S M A Y N O T B E V E R I F I A B L E WI T H O U T T H E O W N E R ' S E X P E N D I N G S U B S T A N T I A L S U M S O F MO N E Y O R D E S T R O Y I N G O T H E R W I S E A D E Q U A T E O R S E R V I C E A B L E PO R T I O N S O F T H E S T R U C T U R E , T H E O W N E R A G R E E S , T O T H E FU L L E S T E X T E N T P E R M I T T E D B Y L A W , T O I N D E M N I F Y A N D H O L D HA R M L E S S T H E A R C H I T E C T , I T S O F F I C E R S , D I R E C T O R S , O W N E R S , EM P L O Y E E S , S U B - C O N S U L T A N T S , S U C C E S S O R S A N D A S S I G N S FR O M A N D A G A I N S T A N Y A N D A L L C L A I M S , D E M A N D S , L O S S E S , CA U S E S O F A C T I O N , D A M A G E S , L I A B I L I T I E S O R C O S T S , I N C L U D I N G RE A S O N A B L E A T T O R N E Y S ' F E E S A N D D E F E N S E C O S T S , W H I C H A N Y OF T H E F O R E G O I N G P A R T I E S M A Y I N C U R A R I S I N G O U T O F O R I N AN Y W A Y C O N N E C T E D W I T H T H I S P R O J E C T , E X C E P T I N G O N L Y TH O S E D A M A G E S , L I A B I L I T I E S O R C O S T S A T T R I B U T A B L E S O L E L Y T O TH E R E C K L E S S N E S S O R W I L L F U L M I S C O N D U C T B Y T H E A R C H I T E C T . 20 N O T T I N G H A M R O A D AV O N , C O L O R A D O BE N C H M A R K A T B E A V E R C R E E K 4/ 1 8 / 2 0 1 7 TO A V a r i a n c e A p p l i c a t i o n 0'10'20'30' A 1 PROPSED SITE Exhibit A: Landscape Improvements TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, APRIL 25, 2017 AVON TOWN HALL, ONE LAKE STREET Page 1 1. A CALL TO ORDER & ROLL CALL Mayor Fancher called the meeting to order at 5:08 p.m. A roll call was taken and Council members present were Sarah Smith Hymes, Jake Wolf, Matt Gennett, Amy Phillips and Megan Burch. Scott Prince was absent. Also present were Town Manager Virginia Egger, Town Attorney Eric Heil, Police Chief Greg Daly, Recreation Director John Curutchet, Executive Assistant to the Town Manager Preston Neill and Town Clerk Debbie Hoppe. 2. APPROVAL OF AGENDA Councilor Wolf asked for Council to reconsider the approval of Resolution 17-05 Amending and Re- Adopting the Simplified Rules of Order for Avon Town Council Meetings from the April 11th meeting. Mayor Fancher suggested adding it to the agenda after item 5.1. Councilor Wolf also requested that “booting” be added as an agenda item. Mayor Fancher recommended adding it to the agenda after item 6.1. Councilor Gennett moved to approve the amended agenda. Councilor Wolf seconded the motion and it passed unanimously by Council present. Councilor Prince was absent. 3. MEETING PROCEDURES FOR THE MEETING OF APRIL 25, 2017 3.1. ACTION ITEMS • PRESENTATION OF ITEM • PUBLIC COMMENT – THREE (3) MINUTE LIMIT ALLOWED TO EACH PERSON WISHING TO SPEAK, UNLESS MAJORITY OF COUNCIL AGREES TO A LONGER TIME • COUNCIL DISCUSSION • MOTION • COUNCIL DISCUSSION • VOTE 3.2. WORK SESSION AND PRESENTATIONS • PRESENTATION OF ITEM • COUNCIL DISCUSSION • PUBLIC COMMENT – THREE (3) MINUTE LIMIT ALLOWED TO EACH PERSON WISHING TO SPEAK, UNLESS MAJORITY OF COUNCIL AGREES TO A LONGER TIME • COUNCIL DIRECTION 4. PUBLIC COMMENT – COMMENTS ARE WELCOME ON ITEMS NOT LISTED ON THE FOLLOWING AGENDA Start time: 08:32 Krista Driscoll, the new editor for the Vail Daily, introduced herself. TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, APRIL 25, 2017 AVON TOWN HALL, ONE LAKE STREET Page 2 5. ACTION ITEMS Start time: 10:30 5.1. INTERVIEWS AND APPOINTMENT OF UP TO FOUR PLANNING AND ZONING COMMISSION MEMBERS (MAYOR JENNIE FANCHER) Matt Pielsticker introduced the item. Council interviewed six applicants for four vacancies. Jared Barnes (six votes), Lindsay Hardy (five votes), Steve Nusbaum (five votes) and William Glaner (five votes) were appointed for two year terms on the Planning and Zoning Commission (PZC). Start time: 67:54 RECONSIDERATION OF RESOLUTION 17-05 AMENDING AND RE-ADOPTING THE SIMPLIFIED RULES OF ORDER FOR AVON TOWN COUNCIL MEETINGS Mayor Fancher made a motion to reconsider Resolution NO. 17-05 Amending and Re-Adopting the Simplified Rules of Order for Avon Town Council Meetings. Councilor Phillips seconded the motion and it passed unanimously by Council present. Councilor Prince was absent. Councilor Wolf moved to approve Resolution 17-05 Amending and Re-Adopting the Simplified Rules of Order for Avon Town Council Meetings. Council Phillips seconded the motion and it passed unanimously by Council present. Councilor Prince was absent. 5.2. DIRECTION TO TOWN OF AVON REPRESENTATIVE ON THE LANDOWNER’S COMMITTEE WITH REGARD TO VOTING AS A MEMBER OF THE LANDOWNER’S COMMITTEE TO TERMINATE THE BENCHMARK COVENANTS (TOWN ATTORNEY ERIC HEIL) Start time: 69:33 Mayor Fancher opened the discussion for public comment. Troy Fuller asked how the ballots were dispersed. Preston Neill, Executive Assistant to the Town Manager, responded the ballots were mailed out by Grand Farnum Printing out of Glenwood Springs. Traer Creek also mailed out ballots in November. Councilor Burch moved to vote for termination of the Protective Covenants for Benchmark at Beaver Creek Subdivision. Councilor Phillips seconded the motion and it passed with a vote of 5 to 1. Councilor Wolf voted no. Councilor Prince was absent. Councilor Burch moved to direct Mayor Jennie Fancher, the Town’s representative on the Landowner’s Committee, to vote in favor of terminating the Benchmark Covenants. Mayor Pro Tem Smith Hymes seconded the motion and it passed with a vote of 5 to 1. Councilor Wolf voted no. Councilor Prince was absent. 5.3. AUTHORIZATION FOR THE TOWN MANAGER TO FILE THE I AM PRO SNOW 100% COMMITTED ENROLLMENT FORM ON BEHALF OF THE TOWN OF AVON (MAYOR PRO TEM SARAH SMITH HYMES) Start time: 98:59 TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, APRIL 25, 2017 AVON TOWN HALL, ONE LAKE STREET Page 3 Kim Stevens, the Regional Field Organizer for I AM PRO SNOW, presented the item. Councilor Burch asked if there are any fees associated with the campaign. Kim Stevens responded there are no fees associated. Mayor Fancher opened the discussion for public comment. There were no comments. Mayor Pro Tem Smith Hymes moved to authorize the Town Manager to file the I AM PRO SNOW 100% COMMITTED Enrollment Form on behalf of the Town of Avon. Councilor Gennett seconded the motion and it passed unanimously by Council present. Councilor Prince was absent. 5.4. APPROVAL OF THE APRIL 11, 2017 MEETING MINUTES (TOWN CLERK DEBBIE HOPPE) Start time: 110:18 Councilor Burch moved to approve the April 11, 2017 meeting minutes. Councilor Gennett seconded the motion and it passed unanimously by Council present. Councilor Prince was absent. 6. WORK SESSION Start time: 110:49 6.1. DIRECTION ON SUMMER FOOD TRUCKS AND MOBILE VENDING CART PROGRAM (EXECUTIVE ASSISTANT TO THE TOWN MANAGER PRESTON NEILL) Direction was provided to staff to conduct outreach to businesses at the upcoming Business Outreach Meetings. The aim is to let them know that businesses may give permission to operators of food trucks and mobile vendor carts to operate on their private properties. Council also provided direction to staff to bring back legislation allowing food trucks to operate on public property, since the last time Council passed similar legislation it was for a pilot program and the cutoff date was October 1, 2016. Start time: 133:29 BOOTING Council provided direction to staff to add "booting" as a work session item on a future Council meeting agenda. 7. WRITTEN REPORTS 7.1. MONTHLY FINANCIALS REPORT 8. MAYOR & COUNCIL COMMENTS & MEETING UPDATES Start time: 188:45 Councilor Phillips reported on the April 13th Joint Housing Meeting, hosted by the Vail Valley Partnership at Avon Town Hall. TOWN OF AVON, COLORADO AVON REGULAR MEETING MINUTES FOR TUESDAY, APRIL 25, 2017 AVON TOWN HALL, ONE LAKE STREET Page 4 9. ADJOURNMENT There being no further business to come before the Council, Mayor Fancher moved to adjourn the regular meeting. The time was 8:22 p.m. These minutes are only a summary of the proceedings of the meeting. They are not intended to be comprehensive or to include each statement, person speaking or to portray with complete accuracy. The most accurate records of the meeting are the audio of the meeting, which is housed in the Town Clerk’s office, and the video of the meeting, which is available at www.highfivemedia.org. RESPECTFULLY SUBMITTED: ________________________________ Debbie Hoppe, Town Clerk APPROVED: Jennie Fancher ________________________________ Sarah Smith Hymes ________________________________ Jake Wolf ________________________________ Megan Burch ________________________________ Matt Gennett ________________________________ Scott Prince ________________________________ Amy Phillips ________________________________ TOWN COUNCIL REPORT To: Honorable Mayor Jennie Fancher and Avon Town Council From: Matt Pielsticker, AICP, Planning Director Meeting Date: May 9, 2017 Agenda Topic: Update on Avon Recreational Trails Advisory Group for New Trail Development ACTION BEFORE COUNCIL Affirm direction to continue with the Avon Recreational Trails Advisory Group (ARTAG) recommendations for new trail development identified in the 2016 Recreational Trails Master Plan (Trails Plan). SUMMARY The 2017-18 Strategic Plan includes several strategies to bolster Avon’s diversity with economic, educational, and cultural opportunities. Specifically, the following Tier 1 Priority, regarding trail development is as follows:  Implement the adopted Avon Recreational Trails Plan as prioritized and adopted by the Avon Town Council, as soon as possible; pursue construction grants The 2016 Recreational Trails Master Plan, adopted October 25, 2017, includes several soft surface hiking and biking trails. ARTAG held a meeting on March 22, 2017 to discuss implementation strategies and to solidify next steps. The 2016 Recreational Trails Master Plan includes the following trail improvements: APPROVED TRAILS ARTAG TRAIL RECOMMENDATIONS 1 ARTAG RECOMMENDATIONS The following next steps, as recommended by ARTAG, are being taken to implement the adopted Trails Plan: 2017 Buffalo Ridge – M1 & M2: Commence Trail Construction Planning 1. MAY - Contract with surveying company to identify property boundaries. RFP has been distributed to four (4) firms with proposals due May 10. 2. MAY/JUNE - Survey property boundaries. 3. JUNE - Contract with trail company to design and flag/GPS routes. 4. JUNE - Penstemon review in field, and trail route adjustments if necessary. 5. SUMMER - Develop Operations and Maintenance Plan. 6. SUMMER - Public Outreach and Review. 7. FALL - RFP for construction to determine actual costs. 8. FALL - Present findings to Avon Town Council for consideration of construction by private company or volunteers, with or without grants. 2017/2018 West Avon Preserve- P8: Commence Trail Construction Planning 1. JUNE - Explore routing and constructability with professional trail building firm, and discuss alternatives if warranted. 2. JUNE - If feasible, GPS and map route. 3. Review route information with: • JUNE - Colorado Parks and Wildlife (CPW) for comments on alignment and wildlife closure, and trail route adjustments if necessary. • LATE JUNE - Penstemon survey in field and trail route adjustments if necessary. • JULY - Eagle Valley Land Trust Staff Review • JULY - Wildlife Biologist review in field, and trail route adjustments if necessary. 5. LATE SUMMER - Meet with Eagle Valley Land Trust Board for consideration of Management Plan amendments. 6. FALL - If Management Plan amendment is processed, present findings to Avon Town Council for construction by private company or volunteers, with or without grants. FALL 7. 2018 - Construction. 20017/2018 Village Parcel – M3, M4, M5: Commence Annexation Process 1. 2017 – Annexation of property. 2. 2018 – Further planning, mapping, and potential construction. BUDGET The Capital Improvement Budget for 2017 carried over unspent funds from 2016 totaling $100,000. That money is earmarked for these projects and any associated planning studies required to further evaluate trail improvements. ARTAG TRAIL RECOMMENDATIONS 2 TRAIL MAP ARTAG TRAIL RECOMMENDATIONS 3