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TC Council Packet 10-14-2014 TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 14, 2014 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:10 PM REGULAR MEETING BEGINS AT 5:25 PM AVON TOWN HALL, ONE LAKE STREET Page 1 PRESIDING OFFICIALS MAYOR RICH CARROLL MAYOR PRO TEM JENNIE FANCHER COUNCILORS DAVE DANTAS, CHRIS EVANS, ALBERT “BUZ” REYNOLDS, JR., JAKE WOLF MATT GENNETT TOWN STAFF TOWN ATTORNEY: ERIC HEIL TOWN MANAGER: VIRGINIA EGGER TOWN CLERK: DEBBIE HOPPE ALL REGULAR MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS. GENERAL COMMENTS ARE WELCOME DURING PUBLIC COMMENT, AND COMMENTS ARE ALSO WELCOME ON ANY AGENDA TOPIC. PLEASE VIEW AVON’S WEBSITE, HTTP://WWW.AVON.ORG, FOR MEETING AGENDAS AND MATERIALS. AGENDAS ARE POSTED AT AVON TOWN HALL, AVON RECREATION CENTER, AND AVON LIBRARY. THE AVON TOWN COUNCIL MEETS THE 2ND AND 4THTUESDAYS OF EACH MONTH. ______________________________________________________________________________________________________________ AVON LIQUOR LICENSING AUTHORITY MEETING BEGINS AT 5:00 PM (SEE SEPARATE AGENDA PAGE 3) AVON URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:10 PM (SEE SEPARATE AGENDA PAGE 4) REGULAR MEETING BEGINS AT 5:25 PM 1. CALL TO ORDER & ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT 3.1. HONORING OF KURT KUPER (POLICE CHIEF BOB TICER) 4. ACTION ITEMS 4.1. MOTION TO CONTINUE THE PUBLIC HEARING FOR SECOND READING OF ORDINANCE 14-15, SERIES OF 2014, COMCAST FRANCHISE AGREEMENT TO OCTOBER 28, 2014 (TOWN MANAGER VIRGINIA EGGER) 4.2. ACTION TO APPROVE RESOLUTION 14-26 KAYAK BOND REFINANCING (POLARSTAR PROPERTIES GERRY FLYNN) 4.3. PUBLIC HEARING SECOND READING OF ORDINANCE 14-16, SERIES 2014, APPROVING A PURCHASE AND SALE AGREEMENT OF PHASE 1B OFFICE BUILDING, MOUNTAIN VISTA RESORT SUBDIVISION AND COMMONLY REFERRED TO AS “THE SKIER BUILDING” FOR USE AS A TOWN HALL (TOWN ATTORNEY ERIC HEIL) 4.4. PUBLIC HEARING SECOND READING OF ORDINANCE 14-17, SERIES OF 2014, CERTIFICATE OF PARTICIPATION – PURCHASE AND BUILDING FINISHES FOR “THE SKIER BUILDING” (ASSISTANT TOWN MANAGER SCOTT WRIGHT) 4.5. PUBLIC HEARING SECOND READING ON ORDINANCE 14-14, SERIES OF 2014, CERTIFICATES OF PARTICIPATION FOR STREET AND ROAD IMPROVEMENTS (ASSISTANT TOWN MANAGER SCOTT WRIGHT) 4.6. ACTION TO AUTHORIZE THE TOWN MANAGER TO EXECUTE AN INDEPENDENT CONTRACTOR AGREEMENT FOR SPONSORSHIP OF APRÈS AVON (SPECIAL EVENTS COORDINATOR DANITA DEMPSEY) 4.7. RESOLUTION NO. 14-25, PROPOSITION 105 (ASSISTANT TO THE TOWN MANAGER PRESTON NEILL) 4.8. MINUTES FROM SEPTEMBER 23, 2014 MEETING (TOWN CLERK DEBBIE HOPPE) TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 14, 2014 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:10 PM REGULAR MEETING BEGINS AT 5:25 PM AVON TOWN HALL, ONE LAKE STREET Page 2 5. WORK SESSION 5.1. 2015-2016 BUDGET WORK SESSION - ALL FUNDS AND FIVE-YEAR CAPITAL IMPROVEMENTS PLAN (ASSISTANT TOWN MANAGER SCOTT WRIGHT) 6. WORK SESSION 6.1. TRAILS ADVISORY GROUP – PURPOSE, DUTIES AND PROCESS FOR SELECTION (PLANNING MANAGER MATT PIELSTICKER) 6.2. DISCUSSION OF WEST AVON TRAIL NAMES (TOWN MANAGER VIRGINIA EGGER) 6.3. DETERMINATION OF THE MALL/MAIN STREET NAMES (TOWN MANAGER VIRGINIA EGGER) 7. COMMITTEE MEETING UPDATES: COUNCILORS AND MAYOR 8. COUNCIL COMMENTS 9. MAYOR REPORT AND FUTURE AGENDA ITEMS 10. EXECUTIVE SESSION, IF NEEDED (THIS MEETING IS NOT OPEN TO THE PUBLIC) 11. ADJOURNMENT TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 14, 2014 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:10 PM AVON TOWN HALL, ONE LAKE STREET Page 3 PRESIDING OFFICIALS CHAIRMAN RICH CARROLL VICE CHAIRMAN JENNIE FANCHER BOARD MEMBERS DAVE DANTAS, CHRIS EVANS, ALBERT “BUZ” REYNOLDS, JR., JAKE WOLF MATT GENNETT TOWN STAFF TOWN ATTORNEY: ERIC HEIL TOWN MANAGER: VIRGINIA EGGER TOWN CLERK: DEBBIE HOPPE ALL LIQUOR BOARD MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS COMMENTS FROM THE PUBLIC ARE WELCOME DURING PUBLIC HEARINGS PLEASE VIEW AVON’S WEBSITE, HTTP://WWW.AVON.ORG, FOR MEETING AGENDAS AND MEETING MATERIALS AGENDAS ARE POSTED AT AVON TOWN HALL AND RECREATION CENTER, AND AVON LIBRARY 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT 4. RENEWAL OF LIQUOR LICENSES 4.1. Applicant: Nova Entertainment, LLC d/b/a Loaded Joes Location: 82 E. Beaver Creek Blvd. #104 Type: Hotel and Restaurant Manager: Kent Beidel 4.2. Applicant: Suncor Energy Sales, Inc. d/b/a Shell Location: 46 Nottingham Road Type: 3.2% Beer Retail Manager: Anakut Loya 4.3. Applicant: Pazzo’s Pizzeria, Inc. d/b/a Pazzo’s Pizzeria Location: 82 E. Beaver Creek Blvd. Type: Hotel and Restaurant Manager: Mark Colwell 5. MINUTES FROM SEPTEMBER 23, 2014 6. ADJOURNMENT TOWN OF AVON, COLORADO TOWN OF AVON MEETINGS FOR TUESDAY, OCTOBER 14, 2014 AVON LIQUOR AUTHORITY MEETING BEGINS AT 5:00 PM AVON URBAN RENEWAL AUTHORITY MEETING BEGINS AT 5:10 PM AVON TOWN HALL, ONE LAKE STREET Page 4 PRESIDING OFFICIALS CHAIRMAN RICH CARROLL VICE CHAIRMAN BOARD MEMBERS DAVE DANTAS, CHRIS EVANS, JENNIE FANCHER ALBERT “BUZ” REYNOLDS, JR., JAKE WOLF MATT GENNETT STAFF EXECUTIVE DIRECTOR / SECRETARY: VIRGINIA EGGER ATTORNEY: ERIC HEIL TREASURER: SCOTT WRIGHT AUTHORITY CLERK: DEBBIE HOPPE ALL URBAN RENEWAL MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS COMMENTS FROM THE PUBLIC ARE WELCOME DURING PUBLIC HEARINGS PLEASE VIEW AVON’S WEBSITE, HTTP://WWW.AVON.ORG, FOR MEETING AGENDAS AND MEETING MATERIALS AGENDAS ARE POSTED AT AVON TOWN HALL, RECREATION CENTER AND AVON LIBRARY 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA 3. PUBLIC COMMENT 4. CONSENT AGENDA 4.1. Appointment of Jennie Fancher as Vice Chair (Treasurer Scott Wright) 5. WORK SESSION 5.1. BUDGET PRESENTATION (TREASURER SCOTT WRIGHT) 6. ADJOURNMENT LA Memo Renewal 10-14-2014.docx REPORT TO AVON LIQUOR LICENSING AUTHORITY To: Avon Liquor Licensing Authority From: Debbie Hoppe, Town Clerk Date: October 14, 2014 Agenda topic: Renewal - Liquor Licensing Application The Town Council serving as the Avon Liquor Licensing Authority will consider the following Liquor License Applications for renewal at its Board meeting next week: RENEWAL OF LIQUOR LICENSE Applicant: Nova Entertainment, LLC d/b/a Loaded Joes Location: 82 E. Beaver Creek Blvd. #104 Type: Hotel and Restaurant Manager: Kent Beidel Applicant: Suncor Energy Sales, Inc. d/b/a Shell Location: 46 Nottingham Road Type: 3.2% Beer Retail Manager: Anakut Loya Applicant: Pazzo’s Pizzeria, Inc. d/b/a Pazzo’s Pizzeria Location: 82 E. Beaver Creek Blvd. Type: Hotel and Restaurant Manager: Mark Colwell Colorado Liquor Code, 12-47-302, provides for guidelines related to liquor licensing renewals; applications for the renewal of an existing license shall be made to the local licensing authority. The Town Clerk, Town Attorney, and Police Department have reviewed the application submitted and referenced above and the materials are in order. The Police Report results show the following information: Nova Entertainment, LLC d/b/a Loaded Joes: There have been no concerns or violations during the past year. Suncor Energy Sales, Inc. d/b/a Shell: There have been no concerns or violations during the past year. Pazzo’s Pizzeria, Inc. d/b/a Pazzo’s Pizzeria There have been no concerns or violations during the past year. The owners/managers have been invited to attend the Liquor Board meeting. During the liquor license renewal process, the Liquor Authority has broad discretion to consider any character issues related to the licensee holder at renewal in the same manner as granting a license. If there have been various types of behavior, such as failure to pay taxes and fraud, the courts have held these behaviors as a valid reason to find the applicant does not possess character. The Colorado Liquor Code §12-47-302 sets forth the local authority’s ability to hold a hearing on the application for renewal. It is also noted that a “yes or no action” only is required on renewals; there are no conditions that can be mandated in this process. Attachments:  State of Colorado Renewal Application Form  Avon Police Department Summary Reports TOWN OF AVON, COLORADO AVON LIQUOR LICENSING AUTHORITY MEETING MINUTES FOR TUESDAY, SEPTEMBER 23, 2014 AVON TOWN HALL, ONE LAKE STREET LA 09-23-2014 Minutes.docx Page 1 1. CALL TO ORDER AND ROLL CALL Mayor Carroll called the meeting to order at 5:05 pm. A roll call was taken and Board members present were Dave Dantas, Chris Evans, Jennie Fancher, Matt Gennett, Buz Reynolds and Jake Wolf. Also present were Town Manager Virginia Egger, Town Attorney Eric Heil, Executive Assistant Preston Neill and Town Clerk Debbie Hoppe as well as members from the public. 2. APPROVAL OF AGENDA There were no changes to the agenda. 3. PUBLIC COMMENT 4. RENEWAL OF LIQOUR LICENSES 4.1. Applicant: Kruse, Inc. d/b/a Avon Liquors Location: 100 W. Beaver Creek Blvd. Type: Retail Liquor Store Manager: Brian Kruse The application was presented with no concerns for the renewal application. Board member Evans moved to approve the Retail Liquor Store License for Kruse, Inc. d/b/a Avon Liquors; and Vice Chairman Fancher seconded the motion and it passed unanimously with those present. 4.2. Applicant: Northside Coffee & Kitchen, LLC d/b/a Northside Coffee & Kitchen Location: 20 Nottingham Road, Units A & C Type: Hotel and Restaurant Manager: Jim Pavelich The application was presented with no concerns for the renewal application. Board member Gennett moved to approve the Hotel and Restaurant Liquor License for Northside Coffee & Kitchen, LLC d/b/a Northside Coffee & Kitchen; and Board member Wolf seconded the motion and it passed unanimously with those present. 5. MINUTES FROM SEPTEMBER 9, 2014 Board member Evans moved to approve the Minutes from September 9, 2014; Board member Dantas seconded the motion and it passed unanimously with those present. 7. Adjournment There being no further business to come before the Board, the meeting adjourned at 5:10 pm. RESPECTFULLY SUBMITTED: ____________________________________ Debbie Hoppe, Town Clerk TOWN OF AVON, COLORADO AVON LIQUOR LICENSING AUTHORITY MEETING MINUTES FOR TUESDAY, SEPTEMBER 23, 2014 AVON TOWN HALL, ONE LAKE STREET LA 09-23-2014 Minutes.docx Page 2 APPROVED: Rich Carroll ______________________________________ Dave Dantas ______________________________________ Chris Evans ______________________________________ Jennie Fancher ______________________________________ Albert “Buz” Reynolds ______________________________________ Jake Wolf ______________________________________ Matt Gennett ______________________________________ AVON URBAN RENEWAL AUTHORITY REPORT To: Board Chairman and Commissioners From: Scott Wright, Finance Director Date: October 9, 2014 Re: Budget Worksession – AURA 2015 Proposed Budget Attached is the proposed Avon Urban Renewal Authority 2015 proposed budget along with the final revised budget for 2014. The Avon Urban Renewal Fund is used to account for the activities of redevelopment undertaken by the Authority including issuing debt and constructing public improvements. Details and highlights of the proposed budget are as follows: • The AURA’s main source of annual revenue is property tax increment revenues for urban renewal plan areas within the Town. Currently, the only plan area within the Town is the Town Center West Urban Renewal Plan Area which was created in 2008. Plan areas have a life of 25 years whereby property tax increment revenues can be collected. • The Authority is considered a separate legal entity from the Town and is authorized by the Colorado Urban Renewal Act. For the most part, the budgetary process for adopting the Authority budget parallels the Town’s. However, the Authority does not certify a mill levy. • The Authority’s budget summary will be included in the Town’s budget summary as a component unit of the Town. • Property tax increment revenues for 2015 are based upon an increment of $11,527,340 and an overlapping mill rate of 59.34. This represents a small decrease of 4.8% in the TIF. • Funds available for the Town Center West Maintenance Fund are being reduced to $100,000 in 2015. Attachments: A – Proposed 2015 Avon Urban Renewal Authority Budget, Pages 1-4 Page 1 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services -$ -$ -$ -$ -$ Commodities - - - - - Contract Services - 700 700 700 700 Other Operating Costs - 250 250 250 250 Capital Outlay - - - - - Total -$ 950$ 950$ 950$ 950$ Department Expenditures by Program SEE CAPITAL PROJECTS & TOWN CENTER WEST MAINTENENANCE FUND Fund: Avon Urban Renewal Fund Budget Summary ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY DEPARTMENT OVERVIEW The Urban Renewal Fund's main source of funding is property tax increment revenues for Urban Renewal Plan areas within the Town. The Town Center West Urban Renewal Plan Area was created in 2008, and is the only plan area within Avon; it has a 25-year life of increment finance. Property tax increment revenues for 2015 are based upon an increment of $11,597,340 and an overlapping mill rate of 59.34, resulting in a 5.4% decrease in revenues from the previous year. Beginning in 2016, additional tax increment revenues are anticipated from the completion of the Wyndham Vacation Ownership development. In 2015 and 2016, funds transferred to the Town Center West Maintenance Fund are reduced to $100,000 and $50,000, respectively. The Urban Renewal Fund is administered by the Finance Director. Page 2 FUND SUMMARY Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Taxes 777,838$ 738,187$ 738,187$ 698,162$ 766,566$ Investment Earnings 2,560 1,461 3,141 3,141 4,712 Total Operating Revenues 780,398 739,648 741,328 701,303 771,278 Other Sources Loan Proceeds 6,825,000 - - - - TOTAL REVENUES 7,605,398 739,648 741,328 701,303 771,278 EXPENDITURES Current: General Government - 950 950 950 950 Capital Improvements 33,986 - - - - Debt Service: Principal 6,295,000 305,000 305,000 320,000 410,000 Interest 184,111 239,573 239,573 229,504 218,240 Debt Issuance Costs 133,330 - - - - Treasurer Fees 23,859 22,146 29,000 29,000 30,000 Fiscal Charges 1,600 1,000 1,000 1,000 1,000 Total Operating Expenditures 6,671,886 568,669 575,523 580,454 660,190 Other Uses Transfers Out - Capital Projects Fund - 700,000 700,000 - - Transfers Out - Town Center West Mtc. Fund 275,000 200,000 200,000 100,000 50,000 Total Other Uses 275,000 900,000 900,000 100,000 50,000 TOTAL EXPENDITURES 6,946,886 1,468,669 1,475,523 680,454 710,190 NET SOURCE (USE) OF FUNDS 658,512 (729,021) (734,195) 20,849 61,088 FUND BALANCES, Beginning of Year 852,518 1,360,825 1,511,030 776,835 797,684 FUND BALANCES, End of Year 1,511,030$ 631,804$ 776,835$ 797,684$ 858,772$ FUND BALANCES: Restricted For: Debt Service 628,240$ 628,240$ 628,240$ 628,240$ 628,240$ Capital Improvements 598,000 - - - - Urban Renewal 284,790 3,564 148,595 169,444 230,532 TOTAL FUND BALANCES 1,511,030$ 631,804$ 776,835$ 797,684$ 858,772$ AVON URBAN RENEWAL AUTHORITY Summary Page 3 Debt Service Summary Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 DEBT SERVICE 931 Series 2009, Vectra Bank Loan: 64303 Treasurer Fees 23,859$ -$ -$ -$ -$ 65101 Principal 6,295,000 - - - - 65102 Interest 184,111 - - - - 65103 Fiscal Charges 1,600 - - - - 65104 Debt Issuance Costs - - - - - 60000 Sub-total 6,504,570 - - - - 932 Series 2013, Tax Increment Revenue Bonds 64303 Treasurer Fees - 22,146 29,000 29,000 30,000 65101 Principal - 305,000 305,000 320,000 410,000 65102 Interest - 239,573 239,573 229,504 218,240 65103 Fiscal Charges - 1,000 1,000 1,000 1,000 65104 Debt Issuance Costs 133,330 - - - - 60000 Sub-total 133,330 567,719 574,573 579,504 659,240 60000 TOTAL DEBT SERVICE 6,637,900 567,719 574,573 579,504 659,240 AVON URBAN RENEWAL AUTHORITY Debt Service Page 4 CIP Projects Inventory Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget BudgetNumberDescription20132014201420152016 CAPITAL IMPROVEMENT PROJECTS Roads and Streets: Street Improvements: 32012 Lake Street Realignment Design -$ -$ -$ -$ -$ 32013 Lake Street Construction - - - - - 32014 Main Street Design - - - - - 32015 Main Street Easements - - - - - 32016 Main Street Construction 33,986 - - - - 32017 Benchmark Road Design - - - - - Total Capital Improvement Projects 33,986$ -$ -$ -$ -$ AVON URBAN RENEWAL AUTHORITY Capital Projects TOWN COUNCIL REPORT To: Honorable Mayor Rich Carroll and Avon Town Council From: Debbie Hoppe, Town Clerk Date: October 14, 2014 Agenda Topic: Appointment of Jennie Fancher as Vice Chair on Avon Urban Renewal Authority The Bylaws of the Avon Urban Renewal Authority sets forth the appointment and duties of the Vice Chairman as follows: Section 3. Vice Chairman. The Vice Chairman of the Authority shall at all times be the Mayor Pro Tem of the Town and shall, in the absence or incapacity of the Chairman, perform such duties as are imposed on the Chairman until such time as the absence or incapacity of the Chairman shall cease or a new Chairman shall take office. Recommended Motion: I move to appoint Mayor Pro Tem Jennie Fancher as the URA Vice Chairperson. Town Council Report To: Honorable Mayor Rich Carroll and Avon Town Council From: Robert L. Ticer, Chief of Police Date: October 14, 2014 Re: Citizen’s Award of Commendation for Mr. Kurt Kuper It is the privilege of the Avon Police Department to recognize Mr. Kurt Kuper for the assistance that he provided to the community and to the Police Department on September 11, 2014. On that date, Officer Tyler Churches was involved in the second foot pursuit of a wanted individual in two days. The subject in question was wanted on two active arrest warrants for protection order violations, resisting arrest, and obstruction of a police officer. The Avon Police Department had contacted community partners asking to keep a lookout for this wanted person when they were tipped off that he was sleeping in a stair well at the Comfort Inn. The subject again eluded officers when they attempted to contact him by running into and through the Wyndham construction site. Mr. Kuper was in the area of the Avon Station when he noticed the police activity and Officer Churches who was in fresh pursuit. Mr. Kuper, without hesitation, interjected himself into the foot pursuit and tackled the subject, pinning him to the ground until police could handcuff the man. During the incident, Mr. Kuper sustained an injury to his shoulder. Mr. Kuper’s split second decision to act, greatly helped in the apprehension of this wanted subject and contributed to the Avon Police Department’s mission to “Make a Difference.” For this action, Mr. Kuper is receiving the Avon Police Department Citizen’s Award of Commendation, which is presented to citizen’s who tangibly and conspicuously provides outstanding assistance to the Department. TOWN COUNCIL REPORT To: Honorable Mayor and Town Council From: Preston Neill, Executive Assistant to the Town Manager Date: October 14, 2014 Agenda Topic: Motion to Continue Public Hearing for Second Reading Ordinance 14-15 COMCAST Franchise Agreement BACKGROUND: Town staff and COMCAST of Colorado find that it would be beneficial to allow more time to finalize the terms and key elements of the Town of Avon-COMCAST Franchise Agreement prior to the Public Hearing and Second Reading. COMCAST has agreed to a continuation to the October 28th Town Council meeting. MOTION: The recommended motion is: I move to continue the Public Hearing and Second Reading of Ordinance 14-15, COMCAST Franchise Agreement to October 28, 2014. Town Council Report To: Honorable Mayor Rich Carroll and Avon Town Council From: Virginia C. Egger, Town Manager Date: October 14, 2014 Agenda Topic: Kayak Crossing Bond Refinance Eaglebend Dowd Affordable Housing Corporation will seek Council’s approval at Tuesday’s meeting for the refunding of revenue bonds for the Kayak Crossing Multi-Family Housing Project. Attached is Attorney Dee Wisor’s memorandum on the refunding. Mr. Wiser is special counsel to the Town for this matter. The refunding takes advantage of lower tax exempt interest rates which remain in the market today, and, therefore, is a beneficial outcome for the affordable housing project. Each year, the Town qualifies for up to $10,000,000 of tax-exempt obligations, which are referred to as “Bank Qualified” or BQ issues. Town approval is required for the Kayak refunding, and prior to pursuing the refunding, Gerry Flynn, on behalf of the Housing Corporation, inquired about using this tax-exempt financing in 2014. Because of Avon’s new debt issues being considered for roads ($3,800,000) and the Skier Building ($5,700,000), and a recent small issue for a snowplow ($170,246) in 2014, BQ tax exempt money was not available for the Kayak Crossing project. 6 A review of the Town’s capital projects for 2015 shows no projects will require any new tax exempt tax issues, therefore, $10,000,000 of “new BQ” obligation capacity is available for the Kayak Crossing refunding. The transaction, in an amount not to exceed $8,850,000, with a closing in early 2015, would leave a balance of $1,150,000 through December 31, 2015, for use by the Town, if needed. Motion Should Council wish to approve the refunding request, the motion would be: I Move To Approve Resolution 14-26, Series, 2014, A Resolution Approving the Issuance By Eaglebend Dowd Affordable Housing Corporation of Multifamily Housing Project Refunding Revenue Bonds, Series 2015a, in an Aggregate Principal Amount not to exceed $8,850,000; Approving the Form of a Third Amended and Restated Trust Indenture; and Authorizing Incidental Action MEMORANDUM To: Virginal Egger – Town Manager Scott Wright, Assistant Town Manager – Finance Eric Heil – Town Attorney Town Council Town of Avon, Colorado From: Dee Wisor Date: October 8, 2014 Re: Refinancing of Kayak Crossing Project In 1998, EagleBend Dowd Affordable Housing Corporation (the “Corporation”) issued its Multifamily Housing Project Revenue Bonds, Series 1998 (the “1998 Bonds”) in order to finance the multifamily rental project known as Kayak Crossing (the “Project”). The 1998 Bonds were issued pursuant to a Trust Indenture dated as of July 1, 1998 (the “1998 Indenture”). The 1998 Bonds were refunded in October 2003 when the Corporation issued its Multifamily Housing Project Refunding Revenue Bonds, Series 2003A in the aggregate principal amount of $9,520,000 (the “2003A Bonds”). The 2003A Bonds were issued pursuant to an Amended and Restated Trust Indenture dated as of October 1, 2003. The 2003A Bonds were refunded in August 2013 when the Corporation issued its Multifamily Housing Project Refunding Revenue Bonds, Series 2013A-1 (Taxable) and Series 2013A-2 (Tax-Exempt) (collectively, the “2013A Bonds”) in the aggregate principal amount of $8,450,000. The 2013A Bonds were issued pursuant to a Second Amended and Restated Trust Indenture dated as of August 1, 2013 (the “2013 Indenture”). Each series of bonds was approved by the Town for purposes of qualifying the bonds (other than the Series 2013A-1) as tax-exempt obligations. The Corporation now desires to refinance the Project by issuing $8,850,000 (maximum principal amount) of its Multifamily Housing Project Refunding Revenue Bonds, Series 2015A (the “Series 2015A Bonds”). The Series 2015A Bonds will be issued pursuant to a Third Amended and Restated Trust Indenture (the “2015 Indenture”). The proceeds of the Series 2015A Bonds will be applied to (i) the current refunding of the Series 2013A-2 Bonds, (ii) the payment of accrued and unpaid interest on the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds, and (iii) the payment of the costs of issuance of the Series 2015A Bonds. In order for interest on the Series 2015A Bonds to be tax-exempt, the 2015 Indenture must be approved by the Town prior to the refunding. The 2015A Bonds will be sold to FirstBank. The Series 2015A Bonds will (a) be in the aggregate principal amount of not more than $8,850,000, (b) mature no later than February 1, 2025, and (c) bear interest at a per annum interest rate not to exceed 3.70%. The resolution Virginal Egger – Town Manager Scott Wright, Assistant Town Manager – Finance Eric Heil – Town Attorney Town Council Town of Avon, Colorado October 8, 2014 Page 2 Error! Unknown document property name. presented to the Town Council for consideration on October 14, 2014, approves the issuance of the 2015A Bonds by the Corporation and designates the 2015A Bonds as “qualified tax-exempt obligations”. “Qualified tax-exempt obligations” (sometimes referred to as “bank-qualified obligations”) are a special category of tax-exempt bonds which provide tax advantages to banks which purchase such obligations which usually results in a lower rate of interest. “Qualified tax-exempt obligations” may only be issued by small issuers. The Town qualifies as a small issuer if it issues less than $10,000,000 of tax-exempt obligations (excluding most private activity bonds) in a calendar year. Included in the $10,000,000 limit are obligations (including bonds, loan agreements, and lease purchase agreements) of the Town, the affordable housing corporations which issue bonds on behalf of the Town and entities which are subordinate to the Town, like the urban renewal authority or a general improvement district. In the resolution, the Town is designating the 2015A Bonds as “qualified tax-exempt obligations” and representing that it does not expect that more than $10,000,000 in tax-exempt obligations will be issued by the Town and its subordinate entities in 2015. DEN 98525800v6 CERTIFIED RECORD OF PROCEEDINGS OF THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO APPROVING THE ISSUANCE BY EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION OF ITS MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2015A DEN 98525800v6 STATE OF COLORADO ) ) COUNTY OF EAGLE ) ss. ) TOWN OF AVON ) The Town Council of the Town of Avon, Colorado, met in regular session at the Town Hall in Avon, Colorado, on Tuesday, the 14th day of October, 2014, at the hour of 5:30 p.m. The Mayor and the following members of the Council were present: Mayor ____________ Councilor ____________ Councilor ____________ Councilor ____________ Councilor ____________ Councilor ____________ Councilor ____________ The following members were absent: The following persons were also present: Thereupon, ____________________ introduced the Resolution and Councilor __________ moved the adoption of the following Resolution, which was read by title, copies thereof having been made available to the Council and the public prior thereto: 1 DEN 98525800v6 TOWN OF AVON, COLORADO RESOLUTION NO. 14-26 SERIES OF 2014 RESOLUTION APPROVING THE ISSUANCE BY EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION OF MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2015A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,850,000; APPROVING THE FORM OF A THIRD AMENDED AND RESTATED TRUST INDENTURE; AND AUTHORIZING INCIDENTAL ACTION. WHEREAS, EagleBend Dowd Affordable Housing Corporation (the “Corporation”) has been duly organized under the provisions of Colorado law governing nonprofit corporations, for the purpose of acquiring interests in real property and to construct, install and operate certain improvements in or near the Town of Avon (the “Town”); and WHEREAS, the Corporation has previously entered into a Trust Indenture dated as of July 1, 1998 (the “1998 Indenture”) and has issued its Multifamily Housing Project Revenue Bonds, Series 1998A in an original aggregate principal amount of $9,000,000 (the “Series 1998A Bonds”), its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998B in an original aggregate principal amount of $600,000 (the “Subordinate Series 1998B Bonds”), and its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998C in an original aggregate principal amount of $1,000,000 (the “Subordinate Series 1998C Bonds” and, together with the Series 1998A Bonds and the Subordinate Series 1998B Bonds, the “Series 1998 Bonds”) to acquire and construct real and personal property, buildings and improvements, to provide dwelling accommodations at rentals within the means of individuals or families of low or moderate income (the “Project”), known as “Kayak Crossing” on a site of approximately 4.73 acres in unincorporated Eagle County, Colorado, near the Town; and WHEREAS, the Town and the Corporation have previously executed and delivered a Project Agreement dated as of July 1, 1998 (the “Project Agreement”), under the terms of which the Corporation agrees to operate the Project for the benefit of among others “Qualified Renters” as defined in the 1998 Indenture until all obligations and Bonds issued under the 1998 Indenture are retired; and WHEREAS, the Project Agreement provides that title to the Project shall vest in the Town at such time as all obligations under the 1998 Indenture (including the Bonds as defined therein) are discharged; and WHEREAS, the Corporation issued its Multifamily Housing Project Refunding Revenue Bonds, Series 2003A in the original aggregate principal amount of $9,520,000 (the 2 DEN 98525800v6 “Series 2003A Bonds”) pursuant to an Amended and Restated Trust Indenture dated as of October 1, 2003 (the “2003 Indenture”) with U.S. Bank National Association, as trustee, and used the proceeds of the Series 2003A Bonds to refund, redeem and defease the outstanding Series 1998A Bonds; and WHEREAS, the Corporation issued its Multifamily Housing Project Refunding Revenue Bonds, Series 2013A (“Series 2013A Bonds”) pursuant to a Second Amended and Restated Trust Indenture dated as of August 1, 2013 (the “2013 Indenture”) with UMB Bank, n.a. (“Trustee”) and used the proceeds to refund, redeem and defease the outstanding Series 2003A Bonds, and to pay the costs of issuance thereof; and WHEREAS, the Corporation now desires to refund the Series 2013A Bonds and, in order to provide funds therefor, the Corporation intends to amend and restate the 2013 Indenture by entering into a Third Amended and Restated Trust Indenture (the “2015 Indenture”) with the Trustee, and intends to issue pursuant to such 2015 Indenture its Multifamily Housing Project Refunding Revenue Bonds, Series 2015A, in an aggregate principal amount not to exceed $8,850,000 (the “Series 2015A Bonds”); and WHEREAS, the Series 2013 Indenture requires the consent of the Town to the refunding of the Series 2013A Bonds; and WHEREAS, the Corporation has indemnified the Town pursuant to a Supplemental Indemnification Agreement dated as of August 1, 2013 (the “Supplemental Indemnification Agreement”); and WHEREAS, the proposed form of the 2015 Indenture (including the forms of the Series 2015A Bonds contained therein), has been presented before the Town Council (the “Council”) at this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AS FOLLOWS: 1. Issuance of the Series 2015A Bonds. The Series 2015A Bonds and the issuance thereof by the Corporation for the purpose of refunding the Series 2013A Bonds are, in all respects, hereby approved. The Series 2015A Bonds shall be issued solely as fully registered bonds without coupons in the denominations as provided in the 2015 Indenture. The Series 2015A Bonds shall bear interest payable at the rates and times and will mature in the amounts and on the dates set forth in the 2015 Indenture, as finally executed. The Series 2015A Bonds shall be issued and secured as set forth in the 2015 Indenture, and the form, terms and provisions of the Series 2015A Bonds and the provisions for their execution, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the 2015 Indenture. The Series 2015 Bonds shall (a) not exceed the aggregate principal amount of $8,850,000, (b) mature no later than February 1, 2025, (c) bear interest at a per annum interest rate not to exceed 3.70% per annum, and (d) be purchased by FirstBank. 3 DEN 98525800v6 The Town hereby designates the Series 2015A Bonds as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and represents that the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the Town during the calendar year 2015, including obligations issued by subordinate entities of the Town and by entities issuing obligations on behalf of the Town, does not exceed $10,000,000. 2. Approval of 2015 Indenture. The form, terms and provisions of the 2015 Indenture be and they are hereby approved in the form of such document presented to the Council at this meeting with only such changes therein as are not inconsistent herewith. 3. Town Action. The Mayor of the Town, or the Mayor pro tem in his absence, and the Town Clerk are hereby authorized and directed to take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated hereby. 4. No Indebtedness of the Town. No provision of this Resolution or of the Project Agreement, the 2015 Indenture, the Series 2015A Bonds, the Supplemental Indemnification Agreement or any other instrument executed in connection therewith, shall be construed as creating an obligation on the part of the Town to pay the principal of, premium, if any, or interest on the Series 2015A Bonds, nor as creating an indebtedness or financial obligation on the part of the Town within the provisions or limitations of any statutory or constitutional provision of the laws of the State of Colorado or any provision of the home rule charter of the Town. 5. Title to Project. In accordance with Revenue Procedure 63-20 of the Internal Revenue Service and its implementation regulations, as such may be amended, the Town hereby determines that it will accept title to the Project, including any additions thereto, when all the obligations issued under the Indenture (including the 2015A Bonds) are fully paid and discharged. 6. Severability. If any provision of this Resolution should be held invalid, the invalidity of such provision shall not affect any of the other provisions of this Resolution, the intention being that the various provisions hereof are severable. 7. Other Actions. The appropriate officers of the Town are hereby authorized to execute and deliver for and on behalf of the Town, any or all additional certificates, documents and other papers and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters authorized in this Resolution and in any resolution of the Corporation. 8. Effective Date Repealer. This Resolution shall take effect immediately upon its passage, and all acts, orders, resolutions, or parts thereof taken by the Town in conflict with this Resolution are hereby repealed or modified to the extent of such conflict. 4 DEN 98525800v6 ADOPTED AND APPROVED this ____ day of October, 2014. [SEAL] TOWN OF AVON, COLORADO By: Mayor Attest: ________________________ Town Clerk 5 DEN 98525800v6 The motion to adopt the foregoing Resolution was duly seconded by Council Member _________________, put to a vote and carried upon the following vote: Those voting YES: Those voting NO: Those absent: Thereupon the Mayor declared the motion had carried and the Resolution duly passed and adopted. After consideration of other business to come before the Council, the meeting was adjourned. [SEAL] Mayor Attest: __________________________ Town Clerk DEN 98570782v6 Draft EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION to UMB BANK N.A., as Trustee THIRD AMENDED AND RESTATED TRUST INDENTURE Dated as of January ___, 2015 Securing EagleBend Dowd Affordable Housing Corporation Multifamily Housing Project Refunding Revenue Bonds Table of Contents Page DEN 98570782v6 i ARTICLE I DEFINITIONS AND REPRESENTATIONS OF THE CORPORATION ........................................................................................ 4 Section 1.01. Definitions ........................................................................................... 4 Section 1.02. Representations of the Corporation ............................................... 14 ARTICLE II THE BONDS ............................................................................................. 15 Section 2.01. Amounts and Terms - Series 2015A Bonds and Other Series ................................................................................................. 15 Section 2.02. Interest Accrual ................................................................................ 16 Section 2.03. Bond Registrar and Bond Register ................................................ 16 Section 2.04. Registration, Transfer and Exchange ............................................ 17 Section 2.05. Execution .......................................................................................... 18 Section 2.06. Authentication .................................................................................. 19 Section 2.07. Payment of Principal and Interest; Interest Rights Preserved .......................................................................................... 19 Section 2.08. Persons Deemed Owners ................................................................. 19 Section 2.09. Mutilated, Destroyed, Lost or Stolen Bonds .................................. 19 Section 2.10. Temporary Bonds ............................................................................ 20 Section 2.11. Cancellation and Destruction of Surrendered Bonds ................... 20 ARTICLE III ISSUE OF BONDS ................................................................................... 20 Section 3.01. Issue of Bonds ................................................................................... 20 Section 3.02. Issue of Additional Bonds ................................................................ 20 Section 3.03. Disposition of Proceeds of Bonds; Other Deposits ........................ 22 Section 3.04. Subordinate Obligations Permitted................................................ 22 Section 3.05. Superior Bonds Prohibited.............................................................. 22 ARTICLE IV PLEDGE OF TRUST ESTATE; REVENUES AND FUNDS .............. 23 Section 4.01. Pledge of Trust Estate ...................................................................... 23 Section 4.02. Establishment of Funds ................................................................... 23 Section 4.03. Bond Fund ........................................................................................ 23 Section 4.04. Excess Investment Earnings Fund ................................................. 26 Section 4.05. Property Insurance and Award Fund ............................................ 26 Section 4.06. Revenue Fund, Surplus Account .................................................... 29 Section 4.07. Purchase of Bonds ............................................................................ 31 ARTICLE V COVENANTS AND AGREEMENTS OF THE CORPORATION ...................................................................................... 31 Section 5.01. Performance of Covenants .............................................................. 31 Section 5.02. Corporate Existence; Compliance with Laws ............................... 31 Table of Contents (continued) Page DEN 98570782v6 ii Section 5.03. Further Assurances .......................................................................... 32 Section 5.04. Payment of Principal, Interest and Premium; Other Required Payments .......................................................................... 32 Section 5.05. Conditions Precedent ....................................................................... 33 Section 5.06. Financing Statements....................................................................... 33 Section 5.07. Construction, Equipping and Operation of the Project ............... 33 Section 5.08. Taxes and Other Governmental Charges and Utility Charges ............................................................................................. 34 Section 5.09. Maintenance and Management of the Project .............................. 35 Section 5.10. Liens .................................................................................................. 35 Section 5.11. No Liability of Corporation’s Officers, Etc ................................... 35 Section 5.12. Removal of Project Equipment....................................................... 35 Section 5.13. Installation of the Corporation’s Equipment ................................ 37 Section 5.14. Tax Covenants .................................................................................. 37 Section 5.15. Additional Projects .......................................................................... 38 Section 5.16. Change of Ownership ...................................................................... 38 Section 5.17. Environmental Matters ................................................................... 38 Section 5.18. Insurance .......................................................................................... 39 ARTICLE VI DAMAGE, DESTRUCTION AND NO CONDEMNATION ............... 41 Section 6.01. Corporation to Repair, Replace, Rebuild or Restore ................... 41 Section 6.02. Cooperation of the Trustee ............................................................. 41 ARTICLE VII CORPORATION’S OPTIONS ............................................................... 42 Section 7.01. Easements and Release of Real Property....................................... 42 Section 7.02. Prepayment of Payments ................................................................. 42 Section 7.03. Satisfaction of Payments.................................................................. 42 Section 7.04. Termination Upon Retirement of Bonds ....................................... 43 ARTICLE VIII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS ....................................................................................................... 43 Section 8.01. Deposits and Security Therefor ...................................................... 43 Section 8.02. Investment or Deposit of Funds ...................................................... 43 ARTICLE IX REDEMPTION OF BONDS.................................................................... 45 Section 9.01. Bonds Subject to Redemption; Selection of Bonds to be Called for Redemption .................................................................... 45 Section 9.02. Notice of Redemption ...................................................................... 45 Section 9.03. Payment of Redemption Price ........................................................ 46 Section 9.04. Bonds Redeemed in Part ................................................................. 46 Section 9.05. Bond Redemption Fund for Refunding Issues .............................. 46 Table of Contents (continued) Page DEN 98570782v6 iii ARTICLE X EVENTS OF DEFAULT AND REMEDIES .......................................... 47 Section 10.01. Events of Default Defined ................................................................ 47 Section 10.02. Acceleration and Annulment Thereof ............................................ 48 Section 10.03. Legal Proceeding by Trustee........................................................... 49 Section 10.04. Discontinuance of Proceedings by Trustee .................................... 50 Section 10.05. Bondholders May Direct Proceedings ............................................ 50 Section 10.06. Limitations on Actions by Bondholders ......................................... 50 Section 10.07. Trustee May Enforce Rights Without Possession of Bonds ......... 51 Section 10.08. Delays and Omissions Not to Impair Rights ................................. 51 Section 10.09. Application of Moneys in Event of Default ................................... 51 Section 10.10. Trustee and Bondholders Entitled to All Remedies; Remedies Not Exclusive ................................................................... 54 Section 10.11. Trustee’s Right to Receiver ............................................................. 54 Section 10.12. Bankruptcy Proceedings ................................................................. 54 Section 10.13. Indemnity .......................................................................................... 54 Section 10.14. Certain Additional Provisions With Respect to Bondholder Remedies, Receipt of Notice and Other Matters ........................... 55 ARTICLE XI THE TRUSTEE ........................................................................................ 55 Section 11.01. Acceptance of Trust ......................................................................... 55 Section 11.02. No Responsibility for Recitals, etc .................................................. 55 Section 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence .................................................. 56 Section 11.04. Compensation and Indemnity ......................................................... 56 Section 11.05. Notice of Default; Right to Investigate ........................................... 56 Section 11.06. Obligation to Act .............................................................................. 56 Section 11.07. Provision of Monthly Fund Statements ......................................... 57 Section 11.08. Reliance on Requisition, Counsel, etc ............................................ 57 Section 11.09. Trustee May Own Bonds ................................................................. 57 Section 11.10. Construction of Ambiguous Provisions ......................................... 57 Section 11.11. Resignation of Trustee ..................................................................... 57 Section 11.12. Removal of Trustee .......................................................................... 57 Section 11.13. Appointment of Successor Trustee ................................................. 57 Section 11.14. Qualification of Successor ............................................................... 58 Section 11.15. Instruments of Succession ............................................................... 58 Section 11.16. Merger, Consolidation or Sale of Trustee...................................... 58 Section 11.17. Appointment of Co-Trustee ............................................................ 58 Section 11.18. Intervention by Trustee ................................................................... 59 ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS ................................................................................................ 59 Section 12.01. Acts of Bondholders; Evidence of Ownership ............................... 59 Table of Contents (continued) Page DEN 98570782v6 iv ARTICLE XIII AMENDMENTS AND SUPPLEMENTS ............................................... 60 Section 13.01. Amendments and Supplements Without Bondholders’ Consent.............................................................................................. 60 Section 13.02. Amendments With Bondholders’ Consent .................................... 60 Section 13.03. Amendment of Project Agreement ................................................. 61 Section 13.04. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel................................................. 61 ARTICLE XIV DEFEASANCE ......................................................................................... 61 Section 14.01. Defeasance ........................................................................................ 61 Section 14.02. Town’s Rights ................................................................................... 62 ARTICLE XV MISCELLANEOUS PROVISIONS ....................................................... 63 Section 15.01. No Personal Recourse ...................................................................... 63 Section 15.02. Deposit of Funds for Payment of Bonds ........................................ 63 Section 15.03. Relationship of 1998 Indenture, 2013 Indenture, and 2015 Indenture .......................................................................................... 64 Section 15.04. No Rights Conferred on Others ...................................................... 64 Section 15.05. Illegal, etc. Provisions Disregarded ................................................ 64 Section 15.06. Notices to Trustee, Corporation and Town ................................... 64 Section 15.07. Successors and Assigns .................................................................... 65 Section 15.08. Headings for Convenience Only ..................................................... 65 Section 15.09. Counterparts .................................................................................... 65 Section 15.10. Information Under Commercial Code ........................................... 65 Section 15.11. Payments Due On Saturdays, Sundays and Holidays .................. 65 Section 15.12. Applicable Law................................................................................. 65 Section 15.13. Electronic Storage. ........................................................................... 65 Section 15.14. Supplemental Agreement. ............................................................... 65 EXHIBIT A – Description of Project Site EXHIBIT B – Form of Requisition Certificate EXHIBIT C – Form of Bond DEN 98570782v6 THIS THIRD AMENDED AND RESTATED TRUST INDENTURE (“2015 Indenture”) dated as of _________________, 2015, between EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION (the “Corporation”), a nonprofit corporation organized under the laws of the State of Colorado, and UMB BANK, N.A., as Trustee (the “Trustee”), a national banking association. RECITALS: A. The Corporation has been duly organized pursuant to the provisions of the Colorado Nonprofit Corporation Act, articles 20 through 29 of title 7, Colorado Revised Statutes, as amended (the “Act”), and is authorized to acquire interests in real property in furtherance of the interests of the Town of Avon, Colorado (the “Town”) and its inhabitants; and B. The Corporation is authorized to borrow money and issue bonds and other obligations, and to secure such obligations by mortgage or pledge of all or any part of its property interests and income; and C. The Corporation has previously acquired and constructed real and personal property, buildings and improvements in close proximity to the Town, including all other work in connection therewith, to provide 50 dwelling accommodations at rentals within the means of individuals or families of low or moderate income (the “Project”), as determined by the Board of Directors of the Corporation (the “Board”); and D. To provide the funds needed to acquire and construct the Project, on July 14, 1998, the Corporation issued $9,000,000 aggregate principal amount of its Multifamily Housing Project Revenue Bonds, Series 1998A (the “Series 1998A Bonds”), and, on a basis subordinate thereto, $600,000 aggregate principal amount of its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998B (the “Series 1998B Subordinate Bonds”), and, on a basis subordinate thereto, $1,000,000 aggregate principal amount of its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998C (the “Series 1998C Subordinate Bonds”) (the Series 1998A Bonds, the Series 1998B Subordinate Bonds, and the Series 1998C Subordinate Bonds are sometimes collectively referred to herein as the “Series 1998A-C Bonds”), such Series 1998A-C Bonds were issued pursuant to a Trust Indenture dated as of July 1, 1998 (the “1998 Indenture”) between the Corporation and U.S. Bank National Association, as prior trustee (the “Prior Trustee”); and E. The Corporation amended and restated the 1998 Indenture according to the terms of an Amended and Restated Trust Indenture dated as of October 1, 2003, as amended by the First Supplemental Trust Indenture dated as of April 1, 2004 (collectively, the “2003 Indenture”) by and between the Corporation and the Prior Trustee; and F. The Corporation issued its Multifamily Housing Project Refunding Revenue Bonds, Series 2003A (the “Series 2003A Bonds”) in the aggregate principal amount of $9,520,000, pursuant to the 2003 Indenture and used the proceeds of the Series 2003A Bonds to refund, redeem and defease the Series 1998A Bonds on an advance refunding basis; and 2 DEN 98570782v6 G. Pursuant to a Second Amended and Restated Trust Indenture dated as of August 1, 2013 by and between the Corporation and UMB Bank, N.A., (“2013 Indenture”) the Corporation issued its (i) Multifamily Housing Project Refunding Revenue Bonds, Series 2013A-1 (Taxable)(the “Series 2013A-1 Bonds”) in the aggregate principal amount of $131,252.52, and (ii) Multifamily Housing Project Refunding Revenue Bonds, Series 2013A-2 (Tax-Exempt) (the “Series 2013A-2 Bonds,” together with the Series 2013A-1 Bonds, the “Series 2013A Bonds”) in the aggregate principal amount of $8,318,747.48, all in order to refund, redeem and defease the Series 2003A Bonds and pay for the costs of issuance thereof; H. This 2015 Indenture constitutes a “Supplemental Indenture” for purposes of Section 13.01 of the 2013 Indenture and the Corporation desires to amend and restate the 2013 Indenture according to the terms of this 2015 Indenture. The 1998 Indenture, the 2003 Indenture, as amended and restated by the 2013 Indenture and this 2015 Indenture, is referred to herein as the “Indenture”); and I. The Series 2013A-1 Bonds have been paid in full, and the Corporation now desires to refund the Series 2013A-2 Bonds and, in order to provide the funds therefore, the Corporation has duly authorized the issuance and sale of $8,850,000 aggregate principal amount of its Multifamily Housing Project Refunding Revenue Bonds, Series 2015A (the “Series 2015A Bonds”), and together with the Series 1998B Subordinate Bonds, the Series 1998C Subordinate Bonds and any Additional Bonds issued pursuant to this Indenture, the “Bonds”); and J. Proceeds of the Series 2015A Bonds will be applied to (i) the current refunding of the Series 2013A-2 Bonds, (ii) the payment of accrued and unpaid interest on the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds, and (iii) the payment of the costs of issuance of the Series 2015A Bonds; and K. In connection with the issuance of the Series 1998 Bonds, the Corporation has previously entered into a Project Agreement (the “Project Agreement”) dated as of July 1, 1998 with the Town; and L. The Series 2015A Bonds to be issued hereunder are issued as Additional Bonds solely on behalf of the Town, and pursuant to the Project Agreement, the Corporation has provided that upon discharge of the Bonds, unencumbered fee title to the Project will vest solely in the Town; and M. The Board has determined that the Project is located within eight miles of and has a substantial connection with, the Town and will provide safe and sanitary dwelling accommodations at rentals within the means of individuals or families of low or moderate income; and N. The forms of the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds shall be as set forth in the 1998 Indenture, as amended by the 2003 Indenture; and 3 DEN 98570782v6 O. The Series 2015A Bonds are to be in substantially the form set forth in Exhibit C hereto (with such alterations and variations in the arrangement of paragraphs and the text to be contained on the face and reverse of each Bond, as may be necessary to comply with industry standards or requirements for preparation of definitive Series 2015A Bonds): P. The Corporation has executed and delivered its Deeds of Trust (as defined herein) to the Public Trustee for Eagle County, Colorado for the benefit of the Trustee, each securing the Bonds referenced therein. Q. The execution and delivery of the Bonds and of this Indenture have been authorized by the Board of Directors of the Corporation and all things necessary to make the Bonds, when executed by the Corporation and authenticated by the Trustee, valid and binding obligations of the Corporation and to make this Indenture and the Deeds of Trust valid and binding obligations of the Corporation have been done. R. In connection with the issuance of the Series 2015A Bonds, the Corporation has executed and delivered notice to the Trustee to call the Series 2013A-2 Bonds for redemption on January __, 2015, and the holder of the Series 2013A-2 Bonds has consented to such redemption at a redemption price equal to 100%. S. In connection with its purchase of the Series 2015A Bonds, FirstBank, a Colorado state banking corporation, as the initial purchaser of the Series 2015A Bonds, is entering into a Supplemental Agreement dated January __, 2015 (the “Supplemental Agreement”) with the Corporation. T. In connection with this 2015 Indenture, certain funds held thereunder (in particular, the Bond Fund, the Excess Investment Earnings and the Revenue Fund) are being released to the Corporation to be applied to any lawful purposes including, in some cases, costs related to the issuance of the Series 2015A Bonds and the current refunding of the Series 2013A-2 Bonds. NOW, THEREFORE, THIS INDENTURE WITNESSETH, the Corporation and the Trustee have executed this 2015 Indenture to amend and restate the 2013 Indenture, subject to Section 15.03 hereof, and in furtherance thereof, to provide for the payment of principal or redemption price (as the case may be) in respect of all Bonds issued and outstanding under this Indenture, together with premium, if any, and interest thereon, the rights of the Bondholders and the performance of the covenants contained in said Bonds and herein, the Corporation does hereby sell, assign, transfer, set over and pledge unto, grant and confirm a security interest in, UMB BANK, N.A., Trustee, its successors in trust and its assigns forever, all and singular the following described property, franchises and income (collectively, the “Trust Estate”): Granting Clause First. All Funds and accounts created under this Indenture except the Excess Investment Earnings Fund; provided that the Series A Bond Account of the Bond Fund shall be available for the payment only of the Series 2015A Bonds and Additional Bonds secured on a parity therewith; and provided that the funds held in such Funds and accounts are to be used 4 DEN 98570782v6 only for the purposes and in accordance with the instructions and provisions set forth in this Indenture. Granting Clause Second. All right, title and interest of the Corporation in the Net Revenues, as hereinafter defined. Granting Clause Third. Any and all other interests in real and personal property of every name and nature granted to the Trustee within the Deeds of Trust and from time to time hereafter by delivery or by writing of any kind specifically mortgaged, pledged or hypothecated as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent in favor of the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. Granting Clause Fourth. All right, title and interest of the Corporation in the Project Agreement and the other Project Documents as defined herein. TO HAVE AND TO HOLD in trust, nevertheless, for the equal and ratable benefit and security of all present and future owners of the Bonds issued and to be issued under this Indenture, without preference, priority or distinction as to lien and in payment or otherwise (except that the Series 1998B Subordinate Bonds and any Additional Bonds secured on a parity therewith shall in all respects be junior and subordinate to the Series 2015A Bonds and any Additional Bonds secured on a parity therewith, and the Series 1998C Subordinate Bonds and any Additional Bonds secured on a parity therewith shall in all respects be junior and subordinate to the Series 2015A Bonds, the Series 1998B Subordinate Bonds, and any Additional Bonds secured on a parity therewith and except as otherwise expressly provided herein), of any one Bond over any other Bond upon the terms and subject to the conditions hereinafter set forth. ARTICLE I DEFINITIONS AND REPRESENTATIONS OF THE CORPORATION Section 1.01. Definitions. In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) the singular includes the plural, the masculine includes the feminine, and the following terms shall have the meanings specified in the foregoing recitals and in this Article, unless the context otherwise requires: “Accountant” means an independent certified public accountant or firm of such accountants duly licensed to practice and practicing as such under the laws of any state of the United States or of the District of Columbia. “Affiliate” means any Person controlling, controlled by, or under common control with, the Corporation or having a majority of the members of its governing body in common with the governing body of the Corporation. One Person shall be deemed to control another if it owns more than 50% of the outstanding voting stock of or other equity interests in the other, or it has the power to elect more than 50% of the governing body of the other; and such control may be 5 DEN 98570782v6 exercised by one Person over another directly, indirectly through control over a third party, or jointly with one or more controlled third parties. “Additional Bonds” means Additional Bonds issued and secured under this Indenture as provided in Section 3.02 hereof. Additional Bonds does not include Indebtedness owing to the Town or the owner(s) of Subordinate Bonds resulting from the exercise by the Town or the owner(s) of Subordinate Bonds of their rights provided in Section 10.02 hereof. “Approved Depository” shall mean FirstBank, a Colorado state banking corporation, and its successors appointed by the Trustee. “Beneficial Owner” means any person who, through any contract, arrangement or otherwise, has or shares investment power with respect to any of the Bonds, which includes the power to dispose, or direct the disposition, of any of the Bonds, and who has filed his or her name and address with the Trustee for purposes of receiving certain notices hereunder. “Bondholder” or “holder of Bonds” or “owner of Bonds” means the registered owner of any Bond and, with respect to the Series 2015A Bonds, the Purchaser or any Beneficial Owner. “Bondholder Representative” means the person or persons who are designated by a Majority Interest of the Series 2015A Bonds to act on behalf of the Bondholders as provided in Section 4.02 of this Indenture. FirstBank, a Colorado state banking corporation, shall be the initial Bondholder Representative. “Bond Counsel” means counsel of national recognition in the field of tax-exempt obligations and public finance reasonably acceptable to the Corporation. “Bond Fund” means the trust account of that name created pursuant to Section 4.02 hereof, “Bond Register” and “Bond Registrar,” in respect of a particular series Bonds, have the respective meanings specified in Section 2.03 hereof. “Bond Year” means the period commencing the day after the principal payment date of each calendar year and ending on the principal payment date during the next calendar year, provided that the first such Bond Year as to any series shall commence on the date of the issuance of the Bonds of such series. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in (i) the State, or (ii) the State of New York are authorized or required by law to close or (b) a day on which the New York Stock Exchange is closed. “Calculation Date” means the first day of each Bond Year and the date of the final payment of the Tax-Exempt Bonds. 6 DEN 98570782v6 “Closing Date” means the date on which there is an exchange of the Bonds for the proceeds representing the purchase price of the Bonds. “Code” means the Internal Revenue Code of 1986, or its successor provisions as amended at the time in question and the regulations promulgated thereunder. “Corporation Representative” means the president of the Corporation or other person designated to act on behalf of the Corporation, as evidenced by a written certificate furnished to the Trustee containing the specimen signature of such person and signed for the Corporation by any two of its officers. “Debt Service” as to a series of Bonds means the scheduled amount of interest and amortization of principal payable on Outstanding Bonds of such series during the period of computation, including any mandatory sinking fund redemption. “Debt Service Coverage Ratio” means the ratio of Net Operating Income to annual Debt Service for the Series 2015A Bonds. “Deeds of Trust” means collectively, the First Deed of Trust, the Second Deed of Trust, and the Third Deed of Trust. “Event of Default” means any of the events described in Section 10.01 hereof. “Excess Investment Earnings” is as defined in Section 148 of the Code. “Excess Investment Earnings Fund” means the trust account of that name created by Section 4.02 of this Indenture. “First Deed of Trust” means the Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Revenues dated as of October 1, 2003, as assigned pursuant to the Assignment Agreement dated August 16, 2013, by and between the Prior Trustee and the Trustee, as amended by the First Amendment to Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Revenues, dated August 16, 2013, from the Corporation to the Public Trustee for Eagle County for the benefit of the Trustee, securing the Series 2013A Bonds, and as further amended by the Second Amendment to Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Revenues dated January __, 2015, from the Corporation to the Public Trustee for Eagle County for the benefit of the Trustee, securing the Series 2015A Bonds, and as such First Deed of Trust may be further amended or supplemented form time to time. “Fiscal Year” means each calendar year. “Full Insurable Value” shall mean, for purposes of Section 4.05(c)(9) hereof, the actual replacement value exclusive of architectural permits and similar one-time costs and costs of excavation, foundations and footings, against loss or damage by fire, commotion, vandalism, malicious mischief, aircraft, vehicles, boiler explosion, smoke and all other risks normally covered by such insurance, 7 DEN 98570782v6 “Funds” means the Bond Fund, the Revenue Fund, and the Excess Investment Earnings Fund, and the accounts, if any, established therein. “Indebtedness” means with respect to liabilities of the Corporation, (a) all liabilities for borrowed money; (b) all direct or indirect guaranties of the debt of any other Person; (c) the present value of all payments due under any lease or under any other arrangement for retention of title (discounted in accordance with generally accepted accounting principles) if such lease or other arrangement is in substance (i) a financing lease (including any lease under which the Corporation has or will have an option to purchase the property subject thereto at a nominal amount or an amount less than a reasonable estimate of the fair market value of such property at the date of such purchase or the term of which approximates or exceeds the estimated useful life of the property subject thereto), (ii) an arrangement for the retention of title for security purposes, or (iii) an installment purchase; and (d) the unpaid amount of any obligation of the Corporation to public authorities for deferred tap or capacity fees. “Indenture” means the 1998 Indenture as amended and supplemented by the 2003 Indenture, the 2013 Indenture and this 2015 Indenture, and as such Indenture may be amended or supplemented from time to time. “Independent” means, with respect to any Person, one which is not and does not have a partner, director, officer, member or substantial stockholder (each, a “Controlling Person”) who is a member of the board of the Corporation or Affiliate, or an officer or employee of the Corporation or Affiliate. A Person which is or has a controlling Person who is an officer or member of the board of the Corporation or Affiliate (but not an employee of either) may nevertheless be deemed Independent, if notice thereof is given to the holders of the Bonds and the Majority Interest approve such appointment. “Independent Engineer” means an Independent engineer or architect or engineering or architectural firm selected by the Corporation and qualified to practice the profession of engineering or architecture under the laws of the State and who or which is not a full-time employee of the Corporation. “Insurance Consultant” means an Independent insurance consultant or agency selected by the Corporation, who is licensed as such under the laws of the State and who or which is not a full-time employee of the Corporation. “Interest Payment Date,” in respect of a particular series of Bonds, means the stated maturity date of an installment of interest on the Bonds of such series. “Issuance Costs” means all costs incurred in the process of issuing the Bonds including, but not limited to, the costs and fees of the Corporation, the Town, the Purchaser, and the Trustee and each of their counsel, Bond Counsel, title insurance fees, the recording fees, and the Corporation’s environmental audit, appraisal, survey and accountants’ fees, printing costs of the Bonds and of the offering memorandum, publication costs associated with the financing proceedings, and costs of engineering and other studies necessary to the issuance of the Bonds. 8 DEN 98570782v6 “Majority Interest” means (i) during the period of time any Series 2015A Bonds or any Additional Bonds secured on a parity therewith are Outstanding, the Bondholders of at least 51% in aggregate principal amount of Series 2015A Bonds and Outstanding Additional Bonds secured on a parity therewith; and (ii) during the period of time no Series 2015A Bonds or Additional Bonds secured on a parity therewith are Outstanding, the Bondholders of at least 51% in aggregate principal amount of the remaining Outstanding Bonds and the Town or certain owners of Subordinate Bonds if the Town or such owners of Subordinate Bonds have advanced any moneys pursuant to its rights to cure under Section 10.02 hereof. “Management Consultant” means any Independent nationally or regionally recognized individual or firm selected by the Corporation possessing significant management consulting experience with respect to housing. “Monthly Payments” means, solely with respect to the Series 2015A Bonds, the monthly payments of principal and interest to be made hereunder with respect to the Series 2015A Bonds, which shall be in the amounts set forth in Section 4.03 hereof, and with respect to other series of Bonds, monthly payments to be made from time to time by the Corporation pursuant to the Indenture in an amount equal to the sum of (i) the quotient obtained by dividing the amount of principal of such Bonds due and payable on the next succeeding payment date for principal (whether at their stated maturities or by mandatory sinking fund redemption) by six, and (ii) the quotients obtained by dividing the interest on such Bonds due and payable on the next succeeding interest Payment Date by six. “Mortgaged Property” means any property upon which a lien or security interest is granted to the Trustee pursuant to the Deeds of Trust or this Indenture. “Net Loss Proceeds” means with respect to any insurance payment or condemnation award or sale to a potentially taking governmental authority under threat of condemnation, the amount remaining therefrom after payment of all expenses (including attorneys’ fees and any extraordinary fee or expense of the Trustee) incurred in the collection thereof. “Net Operating Income” means, for any period, the total aggregate income generated by the Project, including interest earned on replacement and operating reserves held in accordance with the Supplemental Agreement, reduced by operating expenses and replacement and operating reserves held in accordance with the Supplemental Agreement (minus any amounts expended from such reserves), before interest expense, taxes, depreciation or amortization, determined in conformity with GAAP. “Net Revenues” means (a) Project Revenues, less (b) Operation and Maintenance Expenses; for purposes of determining the Net Revenues to be transferred by the Corporation each month pursuant to Section 4.06 hereof, Operation and Maintenance Expenses for such month shall be calculated based upon the monthly budgeted amount in the Operating Budget, plus any Operating and Maintenance Expenses then due and owing in excess of such budgeted amount. 9 DEN 98570782v6 “Operating Budget” means the Corporation’s budget for Project Revenues and Operation and Maintenance Expenses, as adopted and revised by the Corporation for each Fiscal Year. “Operation and Maintenance Expenses” means such reasonable and necessary current expenses of the Corporation, paid or accrued, for operation, maintenance and repair of the Project as may be determined by the Corporation, and the term may include, except as limited by contract or otherwise limited by law, without limiting the generality of the foregoing: (1) legal and overhead expenses of the Corporation directly related and reasonably allocable to the administration of the Project; (2) fidelity bond and insurance premiums appertaining to the Project or a reasonably allocable share of a premium of any blanket bond or policy pertaining to the Project; (3) fees for contractual services, management and professional services, salaries, administrative expenses, and costs of labor appertaining to the Project; (4) the costs incurred in the collection of all or any part of the Project Revenues; (5) any costs of utility services furnished to the Project; and (6) payments of taxes, payments in lieu of taxes, assessments imposed by any governmental unit or public corporation, or any monthly deposits to an escrow established for any such purposes. “Operation and Maintenance Expenses” does not include: (a) any allowance for depreciation; (b) any costs of Project renewals or replacements, major repairs, reconstruction, improvements, extensions, or betterments if of the type funded with reserves held in accordance with the Supplemental Agreement; (c) any accumulation of reserves for capital replacements; (d) any reserves for operation, maintenance, or repair of the Project; (e) any allowance for the redemption of the Bonds, or the payment of any interest thereon; (f) any liabilities incurred in the acquisition or improvement of any properties comprising the Project or any combination thereof; and (g) any other type of legal liability not based on contract. 10 DEN 98570782v6 “Opinion of Counsel” means a written opinion of Independent legal counsel, who may be counsel to the Corporation or the Trustee, “Outstanding” in connection with Bonds (or a series of Bonds) means, as of the time in question, all Bonds (or all Bonds of such series) authenticated and delivered under the Indenture, except: A. Bonds for the payment or redemption of which the necessary amount shall have been or shall concurrently be deposited with the Trustee or for which provision for the payment of which shall have been made in accordance with Article XIV hereof provided that, if such Bonds are being redeemed prior to maturity, the required notice of redemption shall have been given or provisions satisfactory to the Trustee shall have been made therefor; B. Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof; and C. For purposes of any consent or other action to be taken by the owners of a majority or a specified percentage of Bonds hereunder, Bonds held by or for the account of the Corporation the Corporation or any Person controlling, controlled by or under common control with any of them. “Owners” shall have the meaning ascribed to it in Section 2.08 hereof. “Paying Agent” means, in respect of a particular series of Bonds, the Person or Persons authorized by the Corporation to pay the principal of (and premium, if any, on), or interest on, such Bonds on behalf of the Corporation. “Payments” means the Monthly Payments and the additional payments payable by the Corporation hereunder pursuant to Section 5.04 hereof. “Permitted Encumbrances” means this Indenture, the Project Agreement, and the Deeds of Trust, and as of any particular time. (1) liens for taxes and special assessments not then delinquent, or delinquent but being contested by the Corporation in good faith in accordance with this Indenture and upon which execution is stayed; (2) utility, access and other easements and rights-of-way, restrictions and exceptions that an Independent Engineer and a Management Consultant certify in writing will not interfere with or impair the operation of the Project (or, if it is not being operated, the operation for which it was designed or last modified) or the Net Revenues; (3) any mechanic’s, laborer’s, materialman’s, supplier’s, or vendor’s, lien or right in respect thereof if payment is not yet due under the contract in question, or if the lien or right is being contested by the Corporation in good faith in accordance with this Indenture and upon which execution is stayed; 11 DEN 98570782v6 (4) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Project as shown on Exhibit B to the Deeds of Trust or which do not, in the written Opinion of Counsel or of an Independent Engineer, individually or in the aggregate, materially interfere with or impair Net Revenues or the operation of the Project (or, if it is not being operated, the operation for which it was designed or last modified) the properly affected by the Indenture for the purpose for which it was acquired or is held by the Corporation; (5) easements, restrictions and encumbrances shown by the Deeds of Trust; and (6) applicable building and zoning laws, ordinances and state and federal regulations. “Person” or “Persons” means an individual, firm, corporation, partnership, company, association, joint stock company, trust, body politic or any other unincorporated organization or any trustee, receiver, assignee, or other similar representative thereof. “Plans” means the general plans and specifications for the construction or the restoration of the Project, as applicable, as approved by the Corporation, and filed in the offices of the Trustee, together with such modifications thereof and additions thereto as are reasonably determined by the Corporation to be necessary or desirable for the completion or the restoration of the Project, as the case may be, as contemplated by this Indenture, and as are approved by the Bondholder Representative, and filed with the Trustee. “Project” means (i) the Project Site, (ii) the Project Equipment, (iii) a 50-unit multifamily rental housing facility located on the Project Site, and (iv) any additions or alterations thereto which are permitted herein. “Project Documents” means, for purposes of this Indenture, the Project Agreement, and the Property Management Agreement dated as of June 1, 2004 between the Corporation and the Project Manager, as the same may be amended from time to time. “Project Equipment” means those items of furniture, machinery, equipment or other personal property acquired and installed in connection with the Project or which are acquired, financed or re-financed in whole or in part with proceeds from the sale of the Bonds and any item of machinery, furniture, equipment or other personal property acquired and installed in substitution or replacement for any of the foregoing, less such furniture, machinery, equipment or other personal property as may be released from this Indenture pursuant to this Indenture or taken by exercise of the power of eminent domain as provided in this Indenture, as such items may at any time exist, but not including any items of furniture, machinery, equipment or other personal property hereafter acquired and installed by the Corporation under the provisions of Section 5.13 of this Indenture, 12 DEN 98570782v6 “Project Manager” means Polar Star Properties LLC, a Colorado limited liability company, and its successors appointed by the Corporation; provided that the Corporation may appoint more than one Person to serve as Project Manager at any one time. “Project Revenues” means (a) all revenues, income, receipts and money actually received in any period (other than proceeds of borrowing and interest earned thereon if and to the extent such interest is required to be excluded by the terms of the borrowing), if any, from rates, fees, tolls, rentals and charges or any combination thereof for the services or privileges furnished by, with or from the use of the Project; (b) Net Loss Proceeds; (c) all rights (including proceeds) from accounts, general intangibles, contract rights and instruments (all as defined in Article 9 of the Colorado Uniform Commercial Code), choses in action, goodwill, leases, licenses, software programs, accounting and bookkeeping records related to the Project; and (d) all income or other gain, if any, from any investment of Net Revenues and from balances in the Funds and Accounts established under this Indenture; provided that Project Revenues shall not include any security deposits required to be held for the benefit of any Project tenants until such time as such amounts may be lawfully applied by the Corporation to the payment of costs in connection with the Project. “Project Site” means the real estate, located in Eagle County, Colorado and more particularly described in Exhibit A attached hereto. “Property Insurance and Award Fund” means the trust account of that name created pursuant to Section 4.02 of this Indenture. “Purchaser” means FirstBank, a Colorado state banking corporation, the initial purchaser of the Series 2015A Bonds, or its successors and assigns. “Qualified Renter” means a natural person or persons meeting certain qualifications established by the Corporation from time to time, needing to occupy dwelling accommodations in the Project at such rentals within such persons’ financial reach that enable such persons to live in safe and sanitary or uncongested dwelling accommodations and otherwise consistent with the public purposes of the Housing Authorities Law, CRS §§ 29-4-201 et seq., executing a rental agreement with the Corporation obligating such natural person or persons to occupy a dwelling accommodation included in the Project as their sole place of residence and under which such natural person or persons represent that he or she shall not sublease all or any part of such dwelling accommodation or engage in any other business activity on or in such dwelling accommodation provided that by resolution of the Corporation, units in the Project may be rented to other than natural persons, including employers in the vicinity of the Town, under such terms and conditions as are substantially equivalent to those in leases to natural persons who are members of the general public, in which the corporate or other entity covenants to sublet such unit or units only to natural persons who meet the current qualifications established by the Corporation, all subject to the provisions of Section 5.14 hereof. “Regular Record Date” means, in respect of a particular series of Bonds, the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date. 13 DEN 98570782v6 “Related Affiliate” has the meaning given in Section 2.04 hereof. “Revenue Fund” means the trust account of that name created by Section 4.02 of this Indenture. “Second Deed of Trust” means the Second Deed of Trust, Security Agreement, Financing, Statement and Assignment of Rent and Leases dated as of July 1, 1998, as assigned pursuant to the Assignment Agreement dated August 16, 2013, by and between the Prior Trustee and the Trustee, from the Corporation to the Public Trustee for Eagle County for the benefit of the Trustee, securing the Series 1998B Subordinate Bonds, as such deed of trust may be amended or supplemented from time to time. “Special Record Date” means, in respect of a particular series of Bonds, such date as may be fixed for the payment of defaulted interest in accordance with Section 2.07 of this Indenture, “State” means the State of Colorado. “Subordinate Bonds” means the Series 1998B Subordinate Bonds, the Series 1998C Subordinate Bonds and any Additional Bonds issued and secured on a parity with either of such series of Bonds. “Surplus Account” means the trust account of that name in the Revenue Fund created under Section 4.02 of this Indenture, “Tax-Exempt Bonds” means the Series 1998B Subordinate Bonds, the Series 1998C Subordinate Bonds, the Series 2015A Bonds and any other Bonds the interest on which is excludable from gross income of the holder for purposes of federal income tax. “Term” means the duration of this Indenture, which is from the execution and delivery hereof to the date the Corporation has satisfied all of its obligations under this Indenture, unless sooner terminated in accordance with the provisions hereof. “Third Deed of Trust” means the Third Deed of Trust, Security Agreement, Financing Statement and Assignment of Rents and Leases dated as of July 1, 1998, as assigned pursuant to the Assignment Agreement dated August 16, 2013, by and between the Prior Trustee and the Trustee, from the Corporation to the Public Trustee for Eagle County for the benefit of the Trustee, securing the Series 1998C Subordinate Bonds, as such deed of trust may be amended or supplemented from time to time. “Town” means the Town of Avon, Eagle County, Colorado. “Trustee” means UMB Bank, n.a., in its capacity as trustee hereunder, and its successor for the time being in the trust hereunder and any Co-Trustee appointed in accordance with Section 11.16 of this Indenture. 14 DEN 98570782v6 The words “hereof,” “herein,” “hereto,” “hereby” and “hereunder” (except in the form of Bond) refer to the entire Indenture. Every “request,” “order,” “demand,” “application,” “appointment,” “notice,” “statement,” “certificate,” “consent” or similar action hereunder by the Corporation shall, unless the form thereof is specifically provided, be in writing signed by the Corporation Representative. Section 1.02. Representations of the Corporation. The Corporation makes the following representations as the basis for its undertakings herein contained: (a) The Corporation is a nonprofit corporation duly organized and existing under the laws of the State, is authorized pursuant to its articles of incorporation and bylaws to issue the Bonds and to enter into the transactions contemplated by this Indenture, the Project Agreement, and the Deeds of Trust and to carry out its obligations hereunder and thereunder, and has duly authorized, executed and delivered this Indenture, the Deeds of Trust and the Other Project Documents. (b) The Corporation will utilize the proceeds of the Bonds to provide for the financing or refinancing of the Project, for the purpose of providing dwelling accommodations at rentals within the means of persons of low or moderate income. The proceeds of the Series 2015A Bonds will be used for the refunding of the Series 2013A-2 Bonds and for payment of a portion of accrued and unpaid interest on the currently Outstanding Subordinate Bonds. (c) Neither the execution and delivery of the Bonds, this Indenture, the Project Agreement, the Deeds of Trust, or the other Project Documents, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of the Bonds, this Indenture, the Project Agreement, the Deeds of Trust, or the other Project Documents, conflict 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 Corporation is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation under the terms of any instrument or agreement. (d) The Corporation will, prior to commencement of construction, hold fee simple title to the Project free and clear, subject only to Permitted Encumbrances, and such title shall be in and remain in the Corporation, except as permitted by Section 14.02 hereof. The Corporation further covenants that it has the right to grant and convey its interest in the Trust Estate, that such interest is unencumbered, and that it will warrant and defend generally the title to such interest against all claims and demands, subject to Permitted Encumbrances. (e) The Corporation shall not operate the Project in a manner which would impair the exclusion of the interest on the Tax Exempt Bonds or any original issue discount properly allocable to any owner thereof, from the gross income of the owners thereof for federal income tax purposes, The Corporation intends to continue to utilize the Project as dwelling 15 DEN 98570782v6 accommodations at rentals within the means of persons of low or moderate income in accordance with Section 5.14 hereof. (f) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the best knowledge of the Corporation, threatened against or affecting the Corporation, or any of its properties or rights, which, if adversely determined, would affect the validity or enforceability of the Bonds, this Indenture, the Project Agreement, the Deeds of Trust, or the other Project Documents, or the Corporation’s performance of its obligations hereunder or thereunder, or would materially and adversely impair its right to carry on business substantially as now conducted or as now contemplated to be conducted, or would materially and adversely affect its financial condition, assets, properties or operations, and the Corporation is not in default with respect to any order or decree of any court or any order, regulation or decree of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its operation or its properties or the completion of the construction and equipping of the Project. The Corporation is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party. (g) The operation and design of the Project in the manner presently contemplated and as described herein will not conflict with any applicable zoning, water or air pollution or other ordinance, order, law or regulation relating to zoning, building, safety or environmental quality, which conflict would materially and adversely affect its operation or the completion of its construction and equipping. (h) The Corporation has obtained, or will obtain on or before the date required therefor, all necessary certificates, approvals, permits and authorizations with respect to the construction and operation of the Project from applicable local, state, and federal governmental agencies. ARTICLE II THE BONDS Section 2.01. Amounts and Terms - Series 2015A Bonds and Other Series. Except as provided in Section 2.10 hereof, the Series 2015A Bonds shall be limited to $8,850,000 in aggregate principal amount, and shall contain substantially the terms recited in the form of Bond attached hereto as Exhibit C and incorporated herein. Other series of Bonds ranking as to source of payment equally and ratably with the Series 2015A Bonds may be issued pursuant to Section 3.02 hereof in such aggregate principal amounts and may contain such terms and be in such form, not contrary to the Indenture, as may be determined by the Corporation and expressed in such Bonds. The Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds shall be issued in such amount and shall contain such terms as are set forth in Article II of the 1998 Indenture. The Bonds do not constitute a debt or indebtedness of the State or of any political subdivision thereof, including the Town. The Bonds are obligations of the Corporation, payable 16 DEN 98570782v6 from all sources and revenue of the Corporation secured by (i) a pledge of the Funds and Project Revenues (as defined in and with the exceptions and priorities provided in this Indenture) and, with the exceptions and priorities provided in this Indenture, all trust accounts created under this Indenture, and (ii) the lien and security interest on the Project, in each case subject to the provisions of the respective Deeds of Trust. The Corporation may cause a copy of the text of the opinion of recognized bond counsel to be printed on or annexed to any of its Bonds, and, upon deposit with the Trustee of an executed counterpart of such opinion, the Trustee shall certify to the correctness of the copy appearing on the Bonds by manual or facsimile signature. The Series 2015A Bonds shall be issuable in fully registered form and in minimum denominations of $100,000, subject to the further provisions regarding transfer set forth in Section 2.04 hereof. No Bond shall be issued in any denomination larger than the aggregate principal amount maturing on the maturity date of such Bond, and no Bond shall be made payable on more than one maturity date. The Bonds may bear such other endorsement or legend not unsatisfactory to the Trustee as may be required to conform to usage or law with respect thereto. The Series 2015A Bonds shall mature on February 1, 2025, be issued in the aggregate principal amount of $8,850,000 and shall bear interest at the per annum interest rate of 3.70%, to maturity, unless redeemed prior thereto. Section 2.02. Interest Accrual. The Bonds of a series shall be dated their date of authentication and shall bear interest from the Interest Payment Date in respect of that series to which interest has been paid next preceding the date of authentication, (i) unless the date of authentication is an Interest Payment Date to which interest has been paid, in which case Bonds shall be dated and bear interest from the date of authentication, or (ii) unless authenticated after a Record Date, in which case from such Interest Payment Date or (iii) unless the Bonds are authenticated prior to the first Interest Payment Date for the Bonds of such series, in which case such Bonds shall bear interest from the Original Date of such series as shown on the form of the Bond or as otherwise provided in the supplemental indenture establishing such series. Interest accrued and unpaid on any Subordinate Bond on the applicable due date shall not bear interest unless the principal on the Bonds shall have been declared due and payable in which case unpaid interest shall accrue interest as provided in Section 10.09(b). Section 2.03. Bond Registrar and Bond Register. The Bonds of a series shall be registered upon original issuance and upon subsequent transfer or exchange as provided in this Indenture. Any supplemental indenture may contain such additional provisions regarding the registration, transfer and exchange of Bonds of a series as are not inconsistent with this Indenture. The Corporation shall designate, in respect of each series of Bonds, a person to act as “Bond Registrar” for such series, provided that the Bond Registrar appointed for any series of Bonds shall be either the Trustee or a person which would meet the requirements for qualification as a Trustee imposed by Section 11.13 hereof. The Corporation hereby appoints the Trustee its Bond Registrar in respect of the Bonds. Any other person undertaking to act as Bond 17 DEN 98570782v6 Registrar in respect of a series of Bonds shall first execute a written agreement, in form satisfactory to the Trustee, to perform the duties of a Bond Registrar under this Indenture, which agreement shall be filed with the Trustee. The Bond Registrar in respect of each series of Bonds shall act as registrar and transfer agent for such series. The Corporation shall cause to be kept at an office of the Bond Registrar for a series of Bonds a register (herein sometimes referred to as the “Bond Register”) in which, subject to such reasonable regulations as it or the Bond Registrar may prescribe, the Corporation shall provide for the registration of the Bonds of such series and for the registration of transfers of such Bonds. The Corporation shall cause the Bond Registrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. The principal corporate trust office of the Trustee, currently located at UMB Bank, n.a. in Kansas City, Missouri, shall be deemed to be such office in respect of any series of Bonds for which the Trustee is acting as Bond Registrar. Each Bond Registrar shall, in any case where it is not also the Trustee, forthwith following each Regular Record Date in respect of the related series of Bonds and at any other time as reasonably requested by the Trustee, certify and furnish to the Trustee, and to any Paying Agent for such series as the Trustee shall specify, the names, addresses, and holdings of Bondholders and any other relevant information reflected in the Bond Register, and the Trustee and any such Paying Agent shall for all purposes be fully entitled to rely upon the information so furnished to it and shall have no liability or responsibility in connection with the preparation thereof. Section 2.04. Registration, Transfer and Exchange. Upon their execution and authentication and prior to their delivery, the Bonds shall be registered for the purpose of payment of principal and interest by the Bond Registrar. To the extent that typewritten Bonds, rather than printed Bonds, are to be delivered, such modifications to the form of Bond as may be necessary or desirable in such case are hereby authorized and approved. There shall be no substantive change to the terms and conditions set forth in the form of Bond, except as otherwise authorized by this Indenture or any amendment thereto. As provided in Section 2.03 hereof, the Corporation shall cause a Bond Register for each series of Bonds to be kept at the designated office of the Bond Registrar for such series. Upon surrender for transfer of any Bond at such office, the Corporation shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees, one or more new fully registered Bonds of the same series of authorized denomination for the aggregate principal amount which the registered owner is entitled to receive. At the option of the owner, the Series 2015A Bonds may be exchanged for other Bonds of such series of any authorized denomination, of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Series 2015A Bonds are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive. 18 DEN 98570782v6 All Bonds presented for transfer or exchange, redemption or payment (if so required by the Corporation, the Bond Registrar or the Trustee), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the owner or by his attorney duly authorized in writing. No service charge shall be made for any exchange or transfer of Bonds, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Neither the Corporation nor any Bond Registrar on behalf of the Corporation shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Corporation, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture and entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. By their acceptance of the Bonds, each Bondholder acknowledges that the Bonds are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any State and that as of the date of original issuance thereof, they will carry no rating from any rating service. The Series 2015A Bondholders also acknowledge that their Bonds may be sold, transferred or otherwise disposed of only in minimum denominations of $100,000 to transferees who have delivered to the Trustee and the Corporation a duly executed certificate of qualified investor in the form attached to the form of the Bonds herein. The Trustee shall require and rely upon a certificate or opinions of counsel from the Series 2015A Bondholder to evidence or confirm compliance with such restrictions. Copies of any such certificates or opinions shall be delivered promptly to the Corporation. The Series 2015A Bonds shall not be eligible for deposit with any securities depository. Notwithstanding the foregoing, the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds shall be registered and sold, transferred or otherwise disposed of as set forth in the Section 2.04 of the 1998 Indenture, as the same may be amended from time to time. Section 2.05. Execution. The Bonds shall be executed by the manual or facsimile signature of the President or any Vice President of the Corporation, and the corporate seal of the Corporation or facsimile thereof shall be affixed, imprinted, lithographed or reproduced thereon and shall be attested by the manual or facsimile signature of the Secretary of the Corporation. Bonds executed as above provided may be issued and shall, upon request of the Corporation, be authenticated by the Trustee, notwithstanding that any officer of the Corporation signing such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bond. 19 DEN 98570782v6 Section 2.06. Authentication. No Bond shall be valid for any purpose until the certificate of authentication shall have been duly executed by the Trustee, and such authentication shall be conclusive proof that such Bond has been duly authenticated and delivered under this Indenture and that the owner thereof is entitled to the benefit of the Trust Estate hereby created. Section 2.07. Payment of Principal and Interest; Interest Rights Preserved. The principal and redemption price of any Bond shall be payable as provided in the form of Bonds attached hereto as Exhibit C and incorporated herein. Subject to the foregoing provisions of this Section 2.07, each Bond delivered under this Indenture upon transfer of or exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. Section 2.08. Persons Deemed Owners . The Corporation, the Trustee, any Paying Agent and the Bond Registrar may deem and treat the person in whose name any Bond is registered as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Corporation, the Trustee, the Paying Agent or the Bond Registrar) for the purpose of receiving payment of or on account of the principal of (and premium, if any, on), and (subject to Section 2.07 hereof) interest on, such Bond, and for all other purposes, and neither the Corporation, the Trustee, the Paying Agent nor the Bond Registrar shall be affected by any notice to the contrary. All such payments so made to any such registered owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond. Section 2.09. Mutilated, Destroyed, Lost or Stolen Bonds. If any Bond shall become mutilated, the Corporation shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of such mutilated Bond for cancellation, subject to the Trustee and the Corporation being furnished such reasonable indemnity as either of them may require therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Trustee; and if such evidence shall be satisfactory to it and such indemnity satisfactory to the Trustee and the Corporation shall be given, the Corporation shall execute, and thereupon the Trustee shall authenticate and deliver, a new Bond of like series, tenor and denomination as the original Bond, but carrying such additional marking as will enable the Trustee to identify such Bond as a replacement Bond. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Trustee shall pay to the owner the principal amount of such Bond upon the maturity thereof and the compliance with the aforesaid condition by such owner, without the issuance of a substitute Bond therefor. Every substituted Bond issued pursuant to this Section 2.09 shall constitute an additional contractual obligation of the Corporation, whether or not the Bond alleged to have been 20 DEN 98570782v6 destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or investment or other securities without their surrender. Section 2.10. Temporary Bonds. Pending preparation of definitive Bonds of any series, or by agreement with the purchasers of all Bonds of any series, the Corporation may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds in authorized denominations of substantially the tenor recited above. Upon request of the Corporation, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. Section 2.11. Cancellation and Destruction of Surrendered Bonds. Bonds surrendered for payment, redemption, transfer or exchange, and Bonds purchased from any moneys held by the Trustee hereunder or surrendered to the Trustee by the Corporation, shall be canceled and destroyed by the Trustee. The Trustee shall deliver to the Corporation a certificate of destruction identifying all Bonds so destroyed. ARTICLE III ISSUE OF BONDS Section 3.01. Issue of Bonds. The Corporation may issue the Series 2015A Bonds following the execution of this Indenture; and the Trustee shall, at the Corporation’s request, authenticate such Bonds and deliver them as specified in the request. Section 3.02. Issue of Additional Bonds. To (i) acquire, construct, improve or equip completion of or improvements or additions to the Project, or (ii) refund any series of Bonds, or (iii) pay for any combination of such purposes after the delivery of the Bonds, the Corporation and the Trustee may from time to time, upon the conditions stated in this Section 3.02 and with the consent of the Town, agree upon and approve the issuance and delivery of Additional Bonds, secured by this Indenture from the revenues and property pledged and appropriated hereunder, but bearing such date or dates and interest rate or rates and with such redemption dates and premiums as may be agreed upon, but only upon satisfaction of all of the following conditions: (1) Certified Resolution. A resolution duly adopted by the Corporation, certified by the President or other Corporation Representative, approving and authorizing the issuance of the Additional Bonds and the execution and delivery of the amendment or supplement to the Indenture. 21 DEN 98570782v6 (2) Bondholder Consent. Evidence that a Majority Interest has consented to the issuance of such Additional Bonds; provided that such consent shall not be required if the Additional Bonds are being issued to refund any series of Bonds and such refunding will result in a net present value savings to the Corporation. (3) Supplemental Bond Indenture. Originally executed counterparts of an indenture supplemental hereto, designating the new series to be created and prescribing expressly or by reference to the Bonds of such series: (a) the principal amount of the Bonds of such series; (b) the text of the Bonds of such series; (c) the maturity dates thereof; (d) the rate or rates of interest and the date from which, and the date or dates on which, interest is payable; (e) provisions as to redemption; (f) any additional security to be provided for the Bonds; (g) any other provisions necessary to describe and define such series within the provisions and limitations of this Indenture; and (h) any other provisions and agreements in respect thereof provided, or not prohibited, by the Indenture. (4) Amendments to Deeds of Trust and Project Agreement. Originally executed counterparts of amendments or supplements to the Deeds of Trust and the Project Agreement providing for the securing of such Additional Bonds, as necessary. (5) Accountant’s Certificate. A certificate of an Accountant setting forth, for the last audited Fiscal Year or for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the delivery of such series of Bonds, as determined by the Accountant, a Debt Service Coverage Ratio of at least 1:40 to 1.00; provided that such certificate shall not be required if the Additional Bonds are being issued to refund any series of Bonds and such refunding will result in a net present value savings to the Corporation. (6) Opinion of Bond Counsel. An opinion or opinions of Bond Counsel that: (a) all instruments furnished the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver the Additional Bonds then applied for; 22 DEN 98570782v6 (b) all laws and requirements with respect to the form and execution by the Corporation of the supplemental indenture, and the execution and delivery by the Corporation of the Additional Bonds then applied for, have been complied with; (c) the Corporation has corporate power to issue such Additional Bonds and has taken all necessary action for the purpose; (d) the Additional Bonds then applied for, when issued, will be secured by the lien of this Indenture; (e) any exclusion from gross income for federal income tax purposes of the interest on the Outstanding Bonds and any other tax-exempt Additional Bonds Outstanding will not be impaired by the issuance of the Additional Bonds then applied for; and (f) the supplements or amendments to the Deeds of Trust are valid and binding in accordance with their terms. Section 3.03. Disposition of Proceeds of Bonds; Other Deposits. Proceeds of the Series 2015A Bonds (net of certain Issuance Costs relating to real estate matters in the amount of $_______) in the amount of (i) $_______ shall be transferred to the Costs of Issuance Fund and be used to pay Issuance Costs), (ii) $_______ should be transferred to the Redemption Account to be used to refund, redeem and defease the Series 2013A-2 Bonds in accordance with the Indenture, (iii) $_______ shall be transferred to the Series B Bond Account of the Bond Fund and used to pay accrued interest on the Series 1998B Subordinate Bonds, and (iv) $_______ shall be transferred to the Series C Bond Account of the Bond Fund and used to pay accrued interest on the Series 1998C Subordinate Bonds. The disposition of the proceeds of any series of Additional Bonds issued pursuant to Section 3.02 hereof shall be as provided in the supplemental indenture establishing such series. Section 3.04. Subordinate Obligations Permitted. Nothing in this Indenture prevents the Corporation from issuing subordinate bonds with the consent of the Town and, if any Series 2015A Bonds or Additional Bonds secured on a parity therewith are outstanding, of a Majority Interest, or from incurring other contract obligations having a lien on the Surplus Account subordinate to the lien thereon of the Bonds, subject to the rights of the Town under the Project Agreement; provided that any lien on the Surplus Account created in connection with such bonds or other obligations shall terminate upon the occurrence of an Event of Default hereunder. Any such subordinate obligations may be authorized by resolution or by any other instrument of the Corporation. Section 3.05. Superior Bonds Prohibited. Nothing herein permits the Corporation to issue bonds or incur other contract obligations having a lien on the Project or on Net Revenues superior to the lien thereon of the Bonds, and any such superior obligations are hereby prohibited. 23 DEN 98570782v6 ARTICLE IV PLEDGE OF TRUST ESTATE; REVENUES AND FUNDS Section 4.01. Pledge of Trust Estate. Subject only to the rights of the Corporation to apply amounts under the provisions of this Article IV, a pledge of the Trust Estate to the extent provided herein is hereby made, and the same is pledged to secure the payment of the principal of premium, if any, and interest on the Bonds and Indebtedness to the Town. The pledge hereby made shall be valid and binding from and after the time of the delivery of the first Bond authenticated and delivered under this Indenture. The security so pledged and then or thereafter received by the Corporation 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 Corporation with regard to the Trust Estate, to the extent provided herein, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Corporation irrespective of whether such parties have notice thereof. Section 4.02. Establishment of Funds. The Corporation hereby establishes and creates the following funds and accounts, which shall be special trust accounts held by the Trustee: (a) Bond Fund and therein the Series A Bond Account, the Series B Bond Account and the Series C Bond Account and within each such Account a Redemption Subaccount and Sinking Fund Subaccount. (b) Excess Investment Earnings Fund. (c) Property Insurance and Award Fund. (d) Revenue Fund and therein the Surplus Account. (e) Costs of Issuance Fund. Section 4.03. Bond Fund. The Trustee shall deposit in the Bond Fund each of the payments required by Section 5.04 hereof, and any moneys paid to the Trustee under this Indenture for credit or transfer to the Bond Fund. Moneys in the Series A Bond Account of the Bond Fund shall be applied to pay the principal of and interest on the Series 2015A Bonds and Additional Bonds secured on a parity therewith when due. Subject to the last sentence of this Section 4.03, moneys in the Series B Bond Account of the Bond Fund shall be applied to pay the unpaid principal of and interest on the Series 1998B Subordinate Bonds and Additional Bonds secured on a parity therewith when due including, at the direction of the Corporation, to pay the optional redemption price of the Series 1998B Subordinate Bonds and Additional Bonds secured on a parity therewith, and moneys in the Series C Bond Account of the Bond Fund shall be applied to pay the unpaid principal of and interest on the Series 1998C Subordinate Bonds and Additional Bonds secured on a parity therewith when due including, at the direction of the 24 DEN 98570782v6 Corporation, to pay the optional redemption price of the Series 1998C Subordinate Bonds and Additional Bonds secured on a parity therewith. When Bonds of a Series are redeemed or purchased, the amount, if any, in the applicable account of the Bond Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption or purchase. Whenever the amount in an account of the Bond Fund is sufficient to redeem all of the Outstanding Bonds of the applicable Series and to pay interest accrued to the redemption date, the Corporation will cause the Trustee to redeem all such Bonds on the applicable redemption date specified by the Corporation. Any amounts remaining in the Bond Fund after payment in full of the principal or redemption price, premium, if any, and interest on the Bonds (or provision for payment thereof) and the fees, charges and expenses of the Trustee and any paying agents, shall be paid to the Corporation. Moneys delivered to the Trustee in contemplation of optional or mandatory redemption or maturity of the Bonds of a Series shall be deposited in the related Redemption Subaccount and shall be used by the Trustee to redeem or pay the principal of such Bonds (including any redemption premium thereon) in accordance with the provisions hereof. The Trustee shall use the Sinking Fund Subaccount to purchase or redeem Bonds of the applicable Series as required hereunder. The Trustee shall deposit the following amounts in respect of principal of the Series 2015A Bonds from Net Revenues, at the times and for the benefit of such Series 2015A Bonds, in the applicable Sinking Fund Subaccount and apply such amounts to the redemption by lot as provided in the form of Series 2015A Bonds attached hereto as Exhibit C on the first day of each month in each of the years set forth below of the Series 2015A Bonds at par, plus accrued interest: Date Sinking Fund Redemption Amount * _______________________ * Stated Maturity 25 DEN 98570782v6 The Trustee shall deposit the amounts in respect of principal of the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds from Net Revenues, at the times and for the benefit of such Series 1998B Subordinate Bonds and Series 1998C Subordinate Bonds, in the applicable Sinking Fund Subaccount and apply such amounts to the redemption by lot as set forth in Section 4.04 of the 1998 Indenture. The Trustee shall also establish such sinking funds for any series of additional Bonds as may be directed in the supplemental indenture establishing such series. The Trustee shall use the sinking fund for each series to purchase or redeem Bonds of such series. The Corporation may deliver Bonds purchased by it as a credit against future sinking fund payments in inverse chronological order; provided that such Bonds so delivered by the Corporation shall be of the same series and maturity in respect of which the sinking fund payment is to be made and shall be delivered no less than 45 days before the sinking fund redemption date. Bonds so delivered shall be credited at the sinking fund redemption price set forth in the form of Bonds. If at any time all the Bonds of any series shall have been purchased, redeemed or paid, the Trustee shall make no further transfers to the sinking fund for such series and shall treat any balance then in such fund as Project Revenues in the Bond Fund. If any series of Bonds is to be paid or redeemed in full, any balance in any sinking fund for such series may, at the option of the Corporation, to be exercised at the request of the Corporation, be applied in whole or in part to the payment or redemption of such series or transferred to the Bond Fund. Revenues and investments thereof shall, until applied as provided in this Indenture, be held by the Trustee for the benefit of the owners of all outstanding Bonds, except that any portion of the Revenues in the Bond Fund or any sinking fund representing principal or redemption price of, and premium, if any, and interest on, any matured Bonds, or any Bonds previously called for redemption in accordance with Article IX of this Indenture, shall be held for the benefit of the owners of such Bonds only. Three Business Days prior to each Interest Payment Date, the Trustee shall determine whether there are sufficient moneys credited to the Bond Fund to pay the principal or redemption price of, and interest due on the Bonds on such Interest Payment Date. If the Trustee determines that there is a deficiency in the Bond Fund with respect to payments of principal or redemption price of, or interest on the Series 2015A Bonds and Additional Bonds secured on a parity therewith, the Trustee shall give written notice thereof within one Business Day of such determination to the Corporation, the Town and to all owners of the Series 2015A Bonds and Additional Bonds secured on a parity therewith and any Bondholder who has requested receipt of such notices of a deficiency. In the event that on the payment date, such deficiency still exists, the Trustee shall withdraw funds to the extent necessary, to pay the principal of and interest on the Series 2013A Bonds and Additional Bonds secured on a parity therewith from the following funds and accounts in the following order of priority: (1) Surplus Account to the extent of any available balance therein, (2) Series B Bond Account of the Bond Fund and (3) Series C Bond Account of the Bond Fund. Use of any of such funds or accounts to satisfy such deficiency shall cure an Event of Default under Section 10.01(A) or (B) hereof, Payment of principal of and interest on the Subordinate Bonds shall not be made until such deficiency is paid. 26 DEN 98570782v6 Section 4.04. Excess Investment Earnings Fund. This Section 4.04 shall apply separately to each issue of Tax-Exempt Bonds. Within 60 days after each Calculation Date and not later than 60 days after the redemption of the last Tax-Exempt Bond, the Corporation shall compute the Excess Investment Earnings for the year just completed and shall direct the Trustee to, subject to Section 4.06 hereof, transfer from the Revenue Fund to the Excess Investment Earnings Fund an amount equal to the amount so computed. If the amount so computed is a negative number, said amount may be withdrawn from the Excess Investment Earnings Fund and deposited in the Revenue Fund. All amounts in the Excess Investment Earnings Fund, including income earned from the investment of such amounts, shall be held by the Trustee free and clear of the liens described in this Indenture. The Trustee shall pay over to the United States of America, not later than 60 days after the fifth anniversary of the date of issuance of the Tax- Exempt Bonds and at least every five years thereafter until the final redemption of the last Bond, an amount equal to 90% of the net aggregate amount transferred to or earned in the Excess Investment Earnings Fund during such period and not theretofore paid to the United States of America and, not later than 60 days after the redemption of the last Tax Exempt Bond, 100% of the aggregate amount in the Excess Investment Earnings Fund. Notwithstanding the provisions of this Section 4.04, the Trustee shall at all times maintain and administer the Excess Investment Earnings Fund in conformity with all applicable federal statutes and regulations as the same may be amended from time to time. Section 4.05. Property Insurance and Award Fund. (a) The Trustee shall deposit all Net Loss Proceeds of a condemnation award, sale under threat of condemnation or insurance claim receivable by it under Section 6.01 hereof or any amounts received from the Corporation that are intended for the restoration of the Project in the Property Insurance and Award Fund, and shall use and withdraw money in this Fund only for the purposes and upon the conditions stated in this Section 4.05; provided, however, that the proceeds of business interruption insurance shall be deposited in the Revenue Fund. (b) If all or a portion of the Project is damaged or destroyed or taken by condemnation or exercise of the power of eminent domain or sale to a potentially taking governmental authority under threat thereof and the Corporation, with the consent of a Majority Interest, directs the Trustee to call for redemption all or a portion of the then Outstanding Series 2015A Bonds, the Trustee shall, as soon as possible, cause a notice of redemption of so much of the Outstanding Series 2015A Bonds as are to be redeemed to be given in accordance with the provision of Section 9.02 hereof. In the event that such redemption is to occur, and upon receipt of an opinion of Bond Counsel stating that all steps have been taken as required by this Indenture for the exercise of such option, the redemption of Bonds and the satisfaction and discharge of this Indenture, together with duplicate originals of all documents on which such opinion of Bond Counsel is based, the Trustee shall transfer the Net Loss Proceeds then held in the Property Insurance and Award Fund to the Bond Fund and use and apply the Net Loss Proceeds, and, if all Outstanding Series 2015A Bonds are to be redeemed, all other funds in its hands not required for compensation and reimbursement of the Trustee, to the redemption and payment of Bonds and interest accrued thereon. 27 DEN 98570782v6 (c) If all or a portion of the Project is damaged or destroyed or taken by condemnation or exercise of the power of eminent domain or sale to a potentially taking governmental authority under threat thereof and the Corporation, with the consent of a Majority Interest, elects to restore the Project, the Trustee shall make disbursement from the Property Insurance and Award Fund upon receipt by the Trustee of the following items (unless waived by the consent of a Majority Interest): (1) Plans (if applicable) or purchase orders for Project Equipment for restoration of the Project; (2) fully executed copies of the construction contracts (“Construction Contracts”) for the furnishing of the necessary work and materials required for restoration in accordance with such Plans; (3) an Opinion of Counsel satisfactory to the Trustee that any improvement to be acquired or constructed with the proceeds of such condemnation award or insurance claim will, upon the acquisition or construction thereof be subject to the lien of the Deeds of Trust; (4) a detailed estimate of the cost of construction of the restoration, indicating the gross costs, including all hard and soft costs, of the entire Project, including, without limitation, all equipment to be acquired, showing that the moneys in the Property Insurance and Award Fund, together with the Corporation’s estimate of the investment earnings to be deposited therein are sufficient to pay all costs of completing and restoring the Project certified by the Corporation Representative to the best of his or her knowledge and belief, upon due inquiry, to be correct; (5) a certificate of an Independent Engineer stating that (i) repair of the Project is practicable and (ii) the labor and materials to be provided for pursuant to Construction Contracts delivered to the Trustee pursuant to Section 4.05(c)(2) hereof will collectively be sufficient to complete the Project in accordance with the Plans and the Project budget; (6) a copy of the budget for the repair, replacement, rebuilding, completion and restoration of the Project, showing that the moneys in the Property Insurance and Award Fund and the Construction Fund, together with the Corporation’s estimate of the investment earnings to be deposited therein, are sufficient to pay all costs of repair, replacement, rebuilding, restoring and completing the Project accompanied by a certificate of an Independent Engineer stating that the budget is adequate to provide for repair, replacement, rebuilding, completion and restoration of the Project; (7) a copy of the construction schedule for the completion and restoration of the Project accompanied by a certificate of an Independent Engineer stating that such schedule is adequate to provide for repair, replacement, rebuilding, completion and restoration of the Project; 28 DEN 98570782v6 (8) all government permits required to undertake completion and restoration of the Project; (9) a certificate satisfactorily evidencing builders’ all risk insurance in an amount not less than the lesser of the total authorized principal amount of the Bonds or the Full Insurable Value of the improvements to the Project; (10) a certificate satisfactorily evidencing worker’s compensation insurance in an amount required by the Worker’s Compensation Act now or hereafter enacted in the State; (11) a certificate satisfactorily evidencing comprehensive general liability insurance, in amounts not less than $1,000,000 per occurrence and $2,000,000 aggregate, with excess liability coverage of not less than $5,000,000; (12) a certificate satisfactorily evidencing automobile liability insurance with a combined single limit amount of not less than $1,000,000; (13) certificates satisfactorily evidencing owner’s protective liability insurance on the Project for the Corporation, in amounts not less than $1,000,000 per occurrence and $2,000,000 aggregate; (14) 100% payment and performance Bonds in connection with completion and restoration of the Project from a bonding company naming the Corporation and the Trustee as obligees; (15) collateral assignments of all plans, specifications, contracts and agreements described in this subsection (c); and (16) for each draw out of the Property Insurance and Award Fund (which shall occur not more than monthly), a requisition certificate in the form attached as Exhibit B hereto and incorporated herein by reference, executed by a Bondholder Representative. If the Corporation chooses not to use the Net Loss Proceeds received under this Section 4.05(c) to reconstruct the Project within 180 days of the receipt thereof or if the Corporation is unable to provide the items provided for in this Section 4.05(c), the Corporation shall direct the Trustee to call for redemption a portion of the then Outstanding Series 2015A Bonds, and the Trustee shall, as soon as possible, cause a notice of redemption of so much of the Outstanding Series 2015A Bonds as are to be redeemed to be given in accordance with the provisions of Section 9.02 hereof. (d) After receiving such documents required by Subsection (c) of this Section 4.05, the Trustee shall pay costs of restoration to the Corporation or other persons entitled thereto, as established by Corporation Representative’s certificates and other documentation required by the requisition certificate attached as Exhibit B hereto, provided that no costs of 29 DEN 98570782v6 restoration as so certified shall be paid until receipt by the Trustee of an Opinion of Counsel stating that all filings and other steps necessary to perfect the mortgage lien and security interests created hereby and by the Deeds of Trust in all property, real, personal or mixed, which constitutes part of the Project as a result of such restoration, as against third party creditors of or purchasers for value from the Corporation, have been completed, and that the lien of the Deeds of Trust is subject to no liens and encumbrances except Permitted Encumbrances. In the event that the restoration of the Project to substantially the condition existing before a taking by eminent domain or sale to a potentially taking governmental authority under threat thereof would require the acquisition of real property or rights or interests in real property additional to or in substitution for any part or all of that described in Exhibit A hereto, the cost thereof may be added to the cost of restoration to be reimbursed to the Corporation under the provisions of this Section 4.05 only if there are filed with the Trustee the following, each in form and substance satisfactory to the Trustee, (1) evidence of the acquisition of such real property or an interest therein, (2) evidence of the Corporation’s approval of such acquisition, (3) an amendment to the Deeds of Trust subjecting such additional or substituted real property and rights or interests therein to the lien of this Indenture and the Deeds of Trust, (4) a policy of title insurance in relation to such additional or substituted real property and rights or interests therein insuring the Deeds of Trust to be a first mortgage lien on fee simple title to such additional or substituted real property, free and clear of all liens and encumbrances except Permitted Encumbrances, said policy to be in substantially the form of the title policy originally delivered to the Trustee in connection with the issuance of the Bonds and to contain appropriate endorsements and additions to coverage included with said earlier title policy, and (5) a Phase I environmental survey showing the property is free of environmental contamination. Any additional real property or rights or interests therein so acquired shall be and become part of the Trust Estate as fully as though originally set forth and described in the Deeds of Trust. (e) Any Net Loss Proceeds not applied to the redemption of Bonds or restoration of the Project or deposited in the Revenue Fund shall be remitted to the Town. Section 4.06. Revenue Fund, Surplus Account. Except as otherwise provided herein, all Net Revenues following receipt thereof from time to time by the Corporation, shall be deposited on the 20th of each month, commencing _______ 20, 2015, to the Revenue Fund with the Trustee or with an Approved Depository. On the 25th day of each month, the Trustee shall withdraw amounts from the Revenue Fund to make the deposits hereinafter described. (a) The Revenue Fund shall be administered and the moneys on deposit therein shall be deposited and applied monthly (except as otherwise provided herein) in the following order of priority: (1) First, to the Series A Bond Account of the Bond Fund, until the amount therein shall equal the Monthly Payments on the Series 2015A Bonds and any Additional Bonds secured on a parity therewith which have become due through and including the current calendar month; (2) Second, if the amounts in the Property Insurance and Award Fund, together with any investment earnings to be deposited therein, are or are estimated by the Project 30 DEN 98570782v6 budget to be, insufficient to complete the restoration of the Project, subject to approval of Majority Interest, any remaining moneys up to the amount necessary or estimated to be necessary to complete such construction or restoration; (3) Third, to the Excess Investment Earnings Fund, in an amount equal to any deposits required to be made therein; (4) Fourth, on each June 1 and December 1, commencing June 1, 2015, to the Town, in an amount equal to 0.0625 percent multiplied by the aggregate principal amount of the Series 2015A Bonds then Outstanding hereunder; (5) Fifth, to the Corporation for the purpose of funding all of the reserves and any other payments required under the Supplemental Agreement, in accordance with a certificate of a Corporation Representative or the Bondholder Representative; (6) Sixth, to the Town or any owner(s) of Subordinate Bonds to discharge any indebtedness owing under Section 10.02 hereof, in accordance with a certificate of the Corporation Representative; (7) Seventh, to the Bond Fund, to be applied or deposited monthly to the payment of accrued and unpaid interest on the Series 1998B Subordinate Bonds and any Additional Bonds secured on a parity therewith; (8) Eighth, to the Bond Fund, to be applied or deposited monthly to the payment of accrued and unpaid interest on the Series 1998C Subordinate Bonds and any Additional Bonds secured on a parity therewith; (9) Ninth, all remaining balances shall be transferred to the Surplus Account, to be applied in the manner set forth in Section 4.06(b) hereof. (b) On any date, amounts held in the Surplus Account shall be transferred to and applied, as needed to cure deficiencies in the following funds, in the following order of priority: Series A Bond Account of the Bond Fund, the Excess Investment Earnings Fund, Series B Bond Account of the Bond Fund and Series C Bond Account of the Bond Fund. Moneys on deposit in the Surplus Account shall also be used to the extent necessary to make up any deficiencies in the Bond Fund as provided in Section 4.04 hereof. The Corporation may direct the Trustee to transfer moneys from the Surplus Account of the Revenue Fund to the Series B Account or Series C Account of the Bond Fund to optionally redeem Subordinate Bonds in the Corporation’s sole discretion, in accordance with the optional redemption provisions of such Subordinate Bonds. In addition, upon certification to the Trustee by the Corporation Representative that no Event of Default exists hereunder and no amount is then required to be transferred as described in the immediately preceding sentence, the Corporation may withdraw funds from the Surplus Account at any time for any other lawful purpose, and may assign and pledge to others all future balances in the Surplus Account. Any such assignment or pledge shall not be considered as Indebtedness under this indenture and shall be terminated upon the occurrence of an Event of Default hereunder. To the extent that funds are available from time to 31 DEN 98570782v6 time in the Surplus Account, the Corporation agrees to consider using such funds to make payments to EagleBend Affordable Housing Corporation pursuant to a Note of the Corporation dated October 21, 2003. Section 4.07. Purchase of Bonds. Pursuant to written request from a Corporation Representative, and upon deposit by the Corporation in the Bond Fund pursuant to Section 4.03 hereof of a sum, in excess of Payments and other payments then and theretofore required to be so deposited, sufficient to purchase one or more Outstanding Bonds at a price not exceeding the amount specified by the Corporation in such request, which shall include accrued interest to the date of purchase, the Trustee shall endeavor to purchase so many of the Outstanding Bonds as the sum deposited will permit. For this purpose the Corporation may specify the maximum purchase price to be paid for the Bonds and the method of purchase, which may include a call for tenders. The Trustee shall be entitled to be compensated or indemnified by the Corporation for its expenses before proceeding hereunder. All Bonds purchased by the Trustee pursuant to this Section 4.07 shall be canceled as soon as received. The Corporation’s rights under this Section 4.07 may only be exercised subject to the following conditions: (a) purchases may be made at a price of no more than par plus accrued interest and only from amounts on deposit in the Surplus Account; (b) such purchase may not be made to the extent that there is any deficiency in any fund under the Indenture; (c) any offer to purchase any Bonds must be made in writing to all owners of Bonds of the Series which are ultimately purchased, and any Bonds secured on a parity therewith at least 30 Business Days prior to the purchase; and (d) no Bond which has previously been called for redemption shall be purchased pursuant to this Section 4.07. Upon any such purchase, the sinking fund schedule for the Bonds purchased shall be credited in inverse chronological order. ARTICLE V COVENANTS AND AGREEMENTS OF THE CORPORATION Section 5.01. Performance of Covenants. The Corporation covenants that it will timely and faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, the Supplemental Agreement, and the Deeds of Trust, in any and every Bond and in all proceedings of the Corporation pertaining thereto. The Corporation covenants, represents, warrants and agrees that it is duly authorized under the Constitution and laws of the State, to issue the Bonds and to execute this Indenture and the Deeds of Trust, to pledge the property described herein and in the Deeds of Trust and pledged hereby or thereby and to pledge the Trust Estate in the manner and to the extent herein and therein set forth, that all actions on its part required for the issuance of the Bonds and the execution and delivery of this Indenture and the Deeds of Trust have been duly and effectively taken or will be duly taken as provided herein, and that this Indenture and the Deeds of Trust are valid and enforceable instruments of the Corporation and that the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the Corporation according to the terms thereof. Section 5.02. Corporate Existence; Compliance with Laws. The Corporation shall maintain its existence, shall use its best efforts to maintain and renew all its rights, powers, 32 DEN 98570782v6 privileges and franchises; and shall comply with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions or any legislative, executive, administrative or judicial body. Section 5.03. Further Assurances. Except to the extent otherwise provided in this Indenture, the Corporation shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Indenture. Section 5.04. Payment of Principal, Interest and Premium; Other Required Payments. The Corporation will promptly pay or cause to be paid the principal of, premium, if any, and interest on all Bonds issued hereunder according to the terms hereof. The Corporation hereby covenants to provide for the payment of principal of and interest on the Series 2015A Bonds and Additional Bonds secured on a parity therewith by making Monthly Payments on the 25th day of each calendar month to and including the month prior to the date that all such unpaid principal of the Bonds shall be paid in full. Monthly Payments shall be credited to the extent moneys are already on deposit in the applicable account of the Bond Fund for such payment. The Corporation shall appoint one or more Paying Agents for such purpose, each such agent to be a national banking association, a bank and trust company or a trust company. The Corporation hereby appoints the Trustee to act as sole Paying Agent, and designates the principal corporate trust office of the Trustee as the place of payment, such appointment and designation to remain in effect until notice of change is filed with the Trustee. The Corporation agrees to pay the following amounts to the following persons as the following under this Indenture: (a) to the Trustee, in advance, all reasonable fees of the Trustee for services rendered under this Indenture and all reasonable fees and charges of paying agents, registrars, Bond Counsel, accountants, engineers and others incurred on request of the Trustee in the performance of services under this Indenture for which the Trustee and such other persons are entitled to payment or reimbursement, provided that the Corporation may, without creating a default hereunder, contest in good faith the reasonableness of any such services, fees or expenses other than the Trustee’s fees for services rendered pursuant to the express provisions of the Indenture; (b) to the appropriate party the fees and expenses of any rebate analyst selected by the Corporation or the Trustee, as and when the same becomes due, upon submission of a statement thereon; and (c) to the Trustee all amounts to be deposited to the Excess Investment Earnings Fund, as and when the same become due as determined pursuant to the Indenture, to the extent there are no other amounts available to make such deposits, and to cause the Trustee to apply such funds in compliance with the terms of the Indenture. 33 DEN 98570782v6 In the event the Corporation should fail to make any of the payments required by this Section, the item or installment in default shall continue as an obligation of the Corporation until the amount in default shall have been fully paid, and the Corporation agrees to pay the same. Nothing in the Bonds or in this Indenture shall be considered or construed as pledging any funds or assets of the Corporation other than these pledged hereby or creating any liability of the Corporation’s members, employees or other agents. Section 5.05. Conditions Precedent. Upon the date of issuance of any of the Bonds, the Corporation hereby covenants that all conditions, acts and things required by the laws of the State or by this Indenture to exist, to have happened or to have been performed precedent to or in the issuance of the Bonds shall exist, have happened and have been performed. Section 5.06. Financing Statements. The Corporation shall from time to time cause this Indenture and the Deeds of Trust or financing statements relating thereto (including, without limitation, continuation statements) to be filed, in such manner and at such places as may be required by law fully to protect the security of the owners of the Bonds and the right, title and interest of the Trustee in and to the Trust Estate or any part thereof. From time to time, as reasonably requested by the Trustee, the Corporation shall furnish to the Trustee an Opinion of Counsel setting forth what, if any, actions by the Corporation or Trustee should be taken to preserve such security. The Corporation shall execute or cause to be executed any and all further instruments as may be required by law or as shall reasonably be requested by the Trustee for such protection of the interests of the Trustee and the Bondholders, and shall furnish satisfactory evidence to the Trustee of filing and refiling of such instruments and of every additional instrument which shall be necessary to preserve the lien of this Indenture and the Deeds of Trust upon the Trust Estate or any part thereof until the principal of and premium, if any, and interest on the Bonds issued hereunder shall have been paid. The Trustee shall execute or join in the execution of any such further or additional instrument and file or join in the filing thereof at such time or times and in such place or places as it may be advised by an Opinion of Counsel will preserve the lien of this Indenture upon the trust estate or any part thereof until the aforesaid principal shall have been paid. Section 5.07. Construction, Equipping and Operation of the Project. The Corporation shall: (a) cause the Project to be acquired and constructed substantially in accordance with all applicable building code and zoning requirements and substantially in accordance with the Plans; (b) maintain and operate the Project in accordance with all governmental regulations and other restrictions applicable to the Project and at standards required to provide decent and safe housing facilities at reasonable rental rates, in a sound and economical manner; (c) provide all improvements, access roads, utilities, and other items required in the Corporation’s reasonable judgment to keep the Project fully operable for the purposes specified herein; 34 DEN 98570782v6 (d) cause to be acquired and properly installed in the Project such items of furniture, machinery and equipment and other items of personal property as may be necessary and desirable in the Corporation’s reasonable judgment for operation of the Project; (e) cause insurance relating to the Project to be procured and maintained in accordance with Section 5.18 hereof; (f) cause to be paid when due or provide for the payment of all fees, Costs and expenses incurred in connection with the acquisition, construction, equipping, operation and maintenance of the Project; (g) ask, demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable under the terms of any lease, Contract, order, receipt, writing and instruction in connection with the acquisition, construction, equipping, operation and maintenance of the Project, and enforce the provisions of any lease, contract, agreement, obligation, bond or other performance security with respect thereto; and (h) establish and enforce rules and regulations governing the operation, care, repair, maintenance, management, control, occupancy, use and services of the Project. Section 5.08. Taxes and Other Governmental Charges and Utility Charges. The Corporation will make, or will cause to be made, promptly all payments due so long as the Bonds are Outstanding on taxes and special assessments lawfully levied upon or with respect to the Project, other charges lawfully made by any governmental body for public improvements that may be or become secured by a lien on the Project, and utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project, including but not limited to taxes or governmental charges on any property of the Corporation brought in or upon the Project, sales and other excise taxes on products thereof, and any taxes levied upon or with respect to income or profits from the Project which, if not paid, would become a lien upon the Mortgaged Property. With respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, with or without interest, the Corporation shall be obligated to pay only such installments and interest as are required to be paid so long as the Bonds are outstanding. The Corporation may in good faith contest any such taxes, assessments and other charges and, in the event of such contest, may permit the items so contested to remain unpaid during the period of the contest and any appeal therefrom, provided that the Corporation shall first furnish to the Trustee, an Opinion of Counsel, addressed to the Trustee, that nonpayment of any such items will not materially endanger the lien of the Indenture as to any part of the Project and will not subject the Project or any part thereof to loss or forfeiture. In the event the Corporation becomes obligated to pay property taxes levied upon or with respect to the Project, the Trustee shall establish a property tax escrow account within the Operating Fund and the Corporation shall be obligated to make monthly deposits in an amount equal to the quotient obtained by dividing the amount of such annual property taxes by 12 in such property tax escrow account as expenses payable pursuant to Section 4.08(a)(2). 35 DEN 98570782v6 Section 5.09. Maintenance and Management of the Project. So long as the Bonds are outstanding, the Corporation will keep the Project and all parts thereof in good repair and good operating condition, making all repairs thereto and renewals and replacements thereof necessary for this purpose, so that the Project will remain suitable and efficient for use as a facility of the character described in and contemplated by this Indenture, or, with the consent of the Majority Interest, such other uses as are not inconsistent with this Indenture. In furtherance of such covenant, the Corporation has contracted with the Project Manager to manage the Project pursuant to the Project Management Agreement dated as of July 1, 1998. The Corporation shall keep the Project under competent and professional management at all times so long as the Bonds are Outstanding and may appoint, reappoint, terminate or replace the Project Manager without the consent of any Bondholders; provided, that the Corporation shall promptly notify the Trustee and Bondholders of any such appointment, termination or replacement. Section 5.10. Liens. Except for Permitted Encumbrances, the Corporation will not permit any mechanics’ or other liens to remain outstanding against the Project, including, but not limited to, liens for labor or materials furnished in connection with completion of the Project, or any improvements, repairs, renewals or replacements; provided, that if the Corporation shall first (a) furnish to the Trustee an Opinion of Counsel, addressed to the Trustee and the owners of all Outstanding Bonds, that nonpayment of any such items will not materially endanger the lien of the Indenture as to any part of the Project and will not subject the Project or any part thereof to loss or forfeiture, or (b) obtain a surety bond which shall be sufficient in all respects under applicable law to require the lien claimant to discharge his lien against the Project, or (c) obtain title insurance providing coverage with respect to any such lien, the Corporation may in good faith contest any mechanics’ or other liens filed or established and in such event may permit the items contested to remain undischarged and/or unsatisfied during the period of such contest and any appeal there from. Section 5.11. No Liability of Corporation’s Officers, Etc. Notwithstanding anything to the contrary set forth herein, or any other agreement or instrument relating to the Bonds or the Project, neither the Corporation’s officers, directors, employees or agents, nor their heirs, successors or assigns, shall have any liability, personal or otherwise, for payment or performance of the covenants or obligations set forth in this Indenture or in any other agreement or instrument securing the indebtedness and obligations created hereunder. Section 5.12. Removal of Project Equipment. The Corporation will not remove or permit the removal of any Project Equipment from the Project Site except in accordance with the following provisions (a) In any instance where the Corporation in its sound discretion determines that any item of Project Equipment has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Project, the Corporation may, at its own expense, remove and dispose of such item of Project Equipment. In the event the value of such Project Equipment is in excess of $25,000, except as provided in subsection (b) hereof, the Corporation shall substitute and install other items of machinery, equipment or other personal property, not necessarily having the same function, provided that such removal and substitution shall not impair the operating utility of the Project. Subject to the provisions of Section 5.13, all 36 DEN 98570782v6 substituted items shall be installed free of all liens and encumbrances, other than Permitted Encumbrances, and shall become a part of the Project as Project Equipment. The Corporation will cooperate with the Trustee and will pay all costs, including counsel’s fees, incurred in subjecting to the lien and security interest of this Indenture all items so substituted, and the Trustee will cooperate with the Corporation at the Corporation’s expense in securing, if necessary, release of the property for which the substitution is made under the Deeds of Trust and in providing such bills of sale or other documents as may be required to facilitate the removal and substitution. (b) Upon removal of items of Project Equipment of the type described in subsection (a) above, and provided the operating utility of the Project is not impaired, the Corporation may decide not to make any substitution and installation of other items of machinery, equipment or other personal property, provided that (unless the lien of the Indenture has been discharged under Article XIV thereof), (1) in the case of the sale of any such Project Equipment, the Corporation shall deposit the sale proceeds in the Redemption Account, and (2) in the case of a trade-in of any such Project Equipment for items not to be utilized as a part of the Project, the Corporation shall account for the credit received by it in the trade-in by depositing an equivalent amount in the Redemption Account. The Trustee will cooperate with the Corporation at the Corporation’s expense in securing a release of the property to be removed if required under this Indenture and in securing such bills of sale or other documents as may be required to facilitate the removal and disposition. (c) The Corporation shall promptly report to the Trustee by Corporation Representative’s certificate the removal of any Project Equipment pursuant to subsections (a) or (b) above, and amounts required to be accounted for by the Corporation, if any, shall promptly be paid to the Trustee for deposit in the Redemption Account after any substitution, sale, trade-in or other disposition; provided that no certificate need be given or payment made for the removal and disposition of any item or items of Project Equipment having a market value of less than $5,000 provided that the market value for any such uncertificated dispositions shall not exceed $10,000 in any Fiscal Year. When required pursuant to this subsection (c), the certificate submitted shall specify the items of the Project Equipment removed, the items of property substituted therefor, if any, and the amount, if any, required to be paid to the Trustee pursuant to the provisions of this Section 5.12. Where such certificate indicates that substitute items of property have been acquired and installed, the certificate shall be accompanied by (i) the financing statement with respect to such substitute items of property and (ii) a certificate of the Corporation Representative stating that all steps requisite to perfection of the security interests of the Trustee in and to such substitute items of Corporation property under this Indenture have been duly taken. The Corporation will execute all instruments advisable in the Opinion of Counsel for perfection of the respective security interests as aforesaid. (d) Any amounts paid by the Corporation to the Trustee for deposit in the Redemption Account pursuant to the provisions of this Section 5.12 shall be deposited by the Trustee in the Redemption Account and shall be used on the next succeeding Interest Payment Date on which Series 2015A Bonds mature or are subject to mandatory sinking fund redemption 37 DEN 98570782v6 toward the payment of the principal of the Series 2015A Bonds and payable, or subject to mandatory sinking fund redemption, on such Interest Payment Date. Section 5.13. Installation of the Corporation’s Equipment. Nothing in this Indenture shall prevent the Corporation, after delivery of this Indenture, from purchasing items to be installed pursuant to this Section 5.13 under a conditional sale or lease-purchase contract, or subject to a vendors lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Project. Section 5.14. Tax Covenants. The Corporation covenants with the owners of the Tax-Exempt Bonds that, notwithstanding any other provision of this Indenture or any other instrument, it will make no investment or other use of the proceeds of the Bonds which would cause the Tax-Exempt Bonds to be arbitrage proceeds of the Tax-Exempt Bonds under Section 148 of the Code, and the regulations thereunder, and it further covenants that it will comply with the requirements of such Section and regulations. The foregoing covenants shall extend throughout the term of the Tax-Exempt Bonds, to all funds created under this Indenture and all moneys on deposit to the credit of any such fund, and to any other amounts which are Tax- Exempt Bond proceeds for purposes of Section 148 of the Code, and the regulations thereunder. The financing, acquisition, construction, and installation of the Project under the terms and conditions provided for in this Indenture are necessary, convenient, in furtherance of and will at all times be used in connection with the Corporation’s governmental purposes and functions and is in the best interests of the citizens of the Town, no portion of the Project will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State of Colorado and no portion of the proceeds of the Tax-Exempt Bonds will be loaned directly or indirectly to any nongovernmental person. Each apartment unit included in the Project shall be leased only to Qualified Renters. The Corporation shall require that each Qualified Renter shall execute a rental agreement in respect of a rental of a dwelling accommodation representing his or her status as a “Qualified Renter” hereunder and representing that he or she shall not rent all or any part of such dwelling accommodation or engage in any other business activity on or in such apartment unit. To the extent necessary to assure continuing exemption from federal income tax of interest on the Tax- Exempt Bonds, the Corporation shall take all actions to comply with legislation which requires setting aside units or rentals to individuals or families of low or moderate income within the meaning of the Code. The Corporation will not sell, lease or assign its interest in the Project (except pursuant to the Deeds of Trust) or enter into any management agreement for the Project or permit any other person to use the Project if such management agreement or use would cause the Tax-Exempt Bonds to become “private activity bonds” under Section 141(a) of the Code. The Corporation will not take ally action which would cause the interest on the Tax-Exempt Bonds to be included in gross income for federal income tax purposes. 38 DEN 98570782v6 Nothing in this Section 5.14 shall prevent the Corporation from issuing taxable Bonds, the interest on which is not intended to be excluded from gross income for purposes of federal income tax. Section 5.15. Additional Projects. The Corporation agrees that it shall incur no indebtedness whether or not related to the Project (except to the Town and owners of Subordinate Bonds under Section 10.02 as herein provided), or expand or materially alter the Project or acquire or construct additional facilities riot a part of the Project, without the consent of the Majority Interest or as otherwise specifically herein provided. Section 5.16. Change of Ownership. The Corporation agrees that it will not consent to any change in ownership of the Project without the consent of owners of a Majority Interest and the Town and an Opinion of Bond Counsel to the effect that such change in ownership will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. Section 5.17. Environmental Matters. (a) The Corporation covenants and agrees that it will not knowingly conduct or knowingly allow to be conducted any business, operations or activity on its facilities, or employ or use its facilities to manufacture, treat, store (except with respect to storage in the ordinary operation of the Project), or dispose of any hazardous substance (including, without limitation, petroleum, its derivatives, crude oil or any fraction thereof), or any other substance the disposal of which is prohibited, controlled or regulated under applicable law, or which poses a threat or nuisance to safety, health or the environment, including, without limitation, any business, operation or activity which would violate the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901 et seq. (“RCRA”), or cause, or knowingly allow to be caused, a release or threat of release, of a nondiminimis quantity of hazardous substances on its facilities of the sites thereof as defined by, and within the ambit of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq., or any similar state, Town, regional or local statute providing for financial responsibility for cleanup for the release or threatened release of substances provided for thereunder, (b) The Corporation covenants and agrees that it shall take all appropriate response actions, including any removal and remedial actions required by any governmental entity, in the event of a release, emission, discharge or disposal of hazardous substances in, on, or under or at its facilities and the site thereof for which the Corporation is liable under state federal or local environmental rules or regulations. (c) The Corporation shall, as soon as practical and in any event within 15 days of Corporation’s receipt, notify the Trustee of any notice, letter, citation, order, warning, complaint, claim or demand that (i) the Corporation or any tenants have violated any federal, state, regional, Town or local environmental, health or safety statute, law, rule, regulation, ordinance, judgment or order; (ii) there has been a release, or there is a threat of release, of 39 DEN 98570782v6 hazardous substances (including, without limitation, petroleum, its byproducts, crude oil or any fraction thereof) from facilities or the site thereof which requires notice to federal, state, or local government entities under any applicable environmental law; (iii) the Corporation or any tenants may be or are liable, in whole or in part, for the costs or cleaning up, remediating, removing or responding to a release of hazardous substances (including, without limitation, petroleum, its byproducts, crude oil or any fraction thereof); or (iv) any of the facilities or the sites thereof are subject to a lien in favor of any governmental entity for any environmental law, rule or regulation arising from or costs incurred by such governmental entity in response to a release of a hazardous substance (including, without limitation, petroleum, its byproducts, crude oil or any fraction thereof). (d) The Corporation hereby grants, and will cause any tenants to grant, to the Trustee, its agents, attorneys, employees, consultants and contractors an irrevocable license and authorization upon reasonable notice to enter upon and inspect the Project at reasonable times and perform such tests, including, without limitation, subsurface testing, soils and ground water testing, and other tests which may physically invade the Project, as the Trustee reasonably determines are necessary to protect or realize upon the lien created by the Deeds of Trust; provided that the Trustee and the owners of the Bonds agree to minimize any disruption to the Project arising from tests, and the Corporation shall not be liable to the Trustee or owners of the Bonds for any claims, losses, liabilities, damages (whether special, consequential or otherwise), settlements, penalties, interest and expenses (including any professional fees and expenses) which may be suffered or incurred by any of them relating to, arising out of or resulting from or by reason of the gross negligence or willful misconduct of Trustee, its agents, attorneys, consultants and contractors. (e) The Corporation agrees to protect, defend, hold harmless and indemnify the Trustee, the Town, and each owner of Bonds, for, from, against and in respect of any and all claims, losses, liabilities, damages (whether special, consequential or otherwise), settlements, penalties, interest and expenses (including any professional fees and expenses) which may be suffered or incurred by any of them relating to, arising out of or resulting from or by reason of any and all present or future liabilities or obligations under any current federal, state or local law (including common law), and regulations, orders and decrees relating to pollution control, environmental protection, health, welfare, public safety, personal injury, property damage or any other type of claim relating to the Project, with respect to: (i) the handling, storage, use, transportation or disposal of any hazardous substance by the Corporation in or from the Project; (ii) the handling, storage, use, transportation or disposal (whether or not known to the Corporation) of any hazardous substance, which hazardous substance was a product, byproduct or otherwise resulted from operations conducted on the Project; or (iii) any intentional or unintentional emission, discharge or release (whether or not known to the Corporation) of any hazardous substance into or upon the air, surface water, ground water or land or any manufacturing, processing, distribution, use, treatment, disposal, transport or handling of such hazardous substance. Section 5.18. Insurance. The Corporation shall obtain and maintain the following insurance and pay all related premiums as they become due: 40 DEN 98570782v6 (a) Casualty. Insurance of the Project against damage or loss by fire, lightning, and other perils, on an all-risks basis, in an amount equal to the full replacement value of the improvements, without coinsurance or deducting for depreciation (“Casualty Insurance”). (b) Liability. Commercial general liability insurance protecting the Corporation against loss or losses from liability imposed by law or assumed in any agreement, document, or instrument and arising from bodily injury, death, or property damage with a limit of liability satisfactory to the Bondholder Representative per occurrence and general aggregate. Also, “umbrella” excess liability insurance in an amount satisfactory to the Bondholder Representative. Such policies must be written on an occurrence basis so as to provide blanket contractual liability, broad form property damage coverage, and coverage for products and completed operations. In addition, there shall be obtained and maintained business motor vehicle liability insurance protecting the Corporation against loss or losses from liability relating to motor vehicles owned, non-owned, or hired used by the Corporation, any contractor, any subcontractor, or any other Person in any manner related to the Project with a limit of liability satisfactory to the Bondholder Representative (combined single limit for personal injury (including bodily injury and death) and property damage). (c) Flood. A policy or policies of flood insurance in the maximum amount of flood insurance available with respect to the Project under the Flood Disaster Protection Act of 1973, as amended, unless there is presented evidence satisfactory to the Bondholder Representative that no portion of the Project is located within an area identified by the U.S. Department of Housing and Urban Development as having special flood hazards. (d) Other. All policies for required insurance shall be in form and substance satisfactory to the Bondholder Representative in its absolute and sole discretion. Unless otherwise agreed by Purchaser in advance, required insurance may not be provided under any blanket insurance policy. All required insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the Corporation and approved by the Bondholder Representative. Such companies must be authorized to write such insurance in the State of Colorado, Each company shall be rated “A-TX” or better by A.M. Best Co., in Bests’ Key Guide, or such other rating acceptable to Purchaser in Purchaser’s absolute and sole discretion. Coverage under such policies may not be limited due to the acts of the Corporation. The policies shall provide for at least thirty (30) days prior written notice of the cancellation or modification thereof to the Bondholder Representative. (e) Evidence. The original or a certified copy of each insurance policy or, if acceptable to the Bondholder Representative in its absolute and sole discretion, certificates of insurance evidencing that such insurance is in full force and effect, shall be delivered to Purchaser, together with proof of the payment of the premiums thereof. At least thirty (30) days prior to the expiration of each such policy, the Corporation shall furnish the Bondholder Representative evidence that such policy has been renewed or replaced in the form of the original or a certified copy of the renewal or replacement policy or, if acceptable to the Bondholder Representative in its absolute and sole discretion, a certificate reciting that there is in 41 DEN 98570782v6 full force and effect, with a term covering at least the next succeeding calendar year, insurance of the types and in the amounts required in this Section 5.18. ARTICLE VI DAMAGE, DESTRUCTION AND NO CONDEMNATION Section 6.01. Corporation to Repair, Replace, Rebuild or Restore. (a) If all or any part of the Project is taken by eminent domain or under the threat thereof or destroyed or damaged, the Corporation and the Trustee shall follow the procedures set forth in Section 4.05 hereof. (b) The Corporation shall not, by reason of the payment of any costs of repair, rebuilding, replacement or restoration, be entitled to any reimbursement from the Trustee or any abatement or diminution of the Payments or other sums payable by the Corporation hereunder. Any balance of Net Loss Proceeds remaining after payment of all costs of any repair, rebuilding replacement or restoration shall be paid into the Revenue Fund. (c) All buildings, improvements and equipment acquired in the repair, rebuilding, replacement or restoration of the Project, together with any interests in real property necessary for such restoration, shall be deemed a part of the Project and available for use and occupancy by the Corporation without the payment of any amounts other than those provided in Article IV hereof, to the same extent as if they had been specifically described in this Indenture; provided that no real property, interest in real property, buildings, improvements or equipment shall be acquired subject to any lien or encumbrance, other than Permitted Encumbrances. (d) The Net Loss Proceeds of any (1) insurance or portion thereof attributable to damage or destruction separately incurred by property of the Corporation not constituting part of the Project, or (2) condemnation award or portion thereof separately awarded for damages to or taking of the property of the Corporation not constituting part of the Project shall be and remain at all times the property of the Corporation not constituting part of the Project. Section 6.02. Cooperation of the Trustee. The Trustee will cooperate fully with the Corporation, at the Corporation’s expense, in filing any proof of loss with respect to any insurance policy covering casualties referred to in Section 6.01 and Section 4.05 hereof, in the handling and conduct of arty litigation arising with respect thereto, and in the handling and conduct of any prospective or pending condemnation proceedings affecting the Project or any part thereof, and will, to the extent it may lawfully do so permit the Corporation to litigate in any such litigation or proceeding in the name and on behalf of the Trustee. Provided that no Event of Default has occurred and is continuing hereunder, the Trustee will not voluntarily settle or consent to the settlement of any proceeding arising out of any insurance claim, or any prospective or pending condemnation proceeding, with respect to the Project or any part thereof without the prior written consent of the Corporation. 42 DEN 98570782v6 ARTICLE VII CORPORATION’S OPTIONS Section 7.01. Easements and Release of Real Property. The Corporation may with the consent of a Majority Interest (a) convey an easement affecting, or fee title to, any part of the Project Site to a corporate utility or public body, and the same shall be released from the lien of this Indenture or (b) direct that the Trustee subordinate the lien of this Indenture thereto, upon written certification by an Independent Engineer that the conveyance will not impair the usefulness of the Project for the purposes contemplated in this Indenture or the Net Revenues. No such conveyance or subordination shall result in any abatement of Payments or other sums payable by the Corporation under this Indenture. The Corporation shall notify the Bondholders of the Series 2015A Bonds of any such conveyance or subordination. No such conveyance or subordination shall become effective until the following items are filed with the Trustee and the Trustee has executed the instrument described in paragraph (iv) below: (i) a copy of the conveyance or subordination document executed or to be executed by the Corporation or the Trustee; (ii) a plat or survey of the Project Site, prepared and certified by a professional land surveyor, showing the real property to be conveyed or subjected to the easement as described in the conveyance, and the location in relation thereto of all buildings, structures and permanently installed equipment on the land, and all other easements, roads, tracks and utility installations; (iii) the certificate of the Independent Engineer referred to above; and (iv) any instrument to be executed by the Trustee, and a copy thereof for the files of the Trustee, releasing the land from the lien of this Indenture and the Deeds of Trust or establishing the easement as a Permitted Encumbrance under the Indenture, as the case maybe. Section 7.02. Prepayment of Payments. So long as all amounts which have become due pursuant to Section 5.04 hereof have been paid and the Corporation is not in default hereunder, and so long as any Bonds to be redeemed with proceeds of the prepayment described in this Section 7.02 are subject to redemption, the Corporation, with the consent of a Majority Interest, may pay in advance all or part of the amounts to become due pursuant to Section 5.04 if not less than 45 days prior to such prepayment the Corporation (i) gives the Trustee notice of its intent to prepay, (ii) deposits with the Trustee an amount sufficient (as determined by a report of a certified public accountant) to provide the redemption price of the Bonds to be prepaid on the date established, in accordance with this Indenture, for redemption, and (iii) directs the Trustee to redeem the Bonds. Such prepayment may result in a prepayment penalty being imposed upon the Corporation in accordance with the terms and conditions of the Supplemental Agreement. Section 7.03. Satisfaction of Payments. If at any time the Corporation deposits with the Trustee for deposit to the Bond Fund an amount of cash as described in Section 7.02 of this Indenture which, taking into account any balance which may then be on hand in the Bond Fund, 43 DEN 98570782v6 is sufficient to pay all of the then Outstanding Bonds in accordance with Section XIV of the Indenture, and to pay such interest thereon as is required, and to pay all fees and charges of the Trustee which are due or to become due on or before the date on which the last of the Bonds to be so discharged may be redeemed, under circumstances not otherwise resulting in termination of this Indenture, and if the Corporation is not at the time otherwise in default hereunder, subject to the rights of the Town under the Project Agreement and the requirements of Section 14.02 hereof, the Corporation shall be entitled to use and occupy the Project from the date on which such aggregate funds are in the hands of the Trustee until the Bonds are no longer outstanding or its earlier termination under the provisions hereof, without the further payment of Payments but otherwise on the terms and conditions herein set forth, provided, however, that the Corporation shall not be relieved of its obligations under Sections 9.02, 9.03, 5.04(c), and 4.06 hereof. Section 7.04. Termination Upon Retirement of Bonds. At any time when no Bonds remain Outstanding, or if the conditions specified in Section 7.03 hereof for the satisfaction of Payments then exist, and arrangements satisfactory to the Trustee have been made for the discharge of all other accrued liabilities under this Indenture, this Indenture shall terminate, provided, however, that the Corporation shall not be relieved of its obligations under Sections 5.04(c) and 4.06 hereof. ARTICLE VIII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS Section 8.01. Deposits and Security Therefor. All moneys received by the Trustee under this Indenture shall, except as hereinafter provided, be deposited as trust funds with the Trustee, until or unless invested or deposited as provided in Section 8.02. All deposits with the Trustee (whether original deposits under this Section or deposits or re-deposits in time accounts under Section 8.02) shall be secured by obligations described in Section 8.02(i), (ii) or (iii) hereof or by the Federal Deposit Insurance Corporation. Section 8.02. Investment or Deposit of Funds. The Trustee shall, at the request and written direction of the Corporation so long as there is no Event of Default under Section 10.01 hereof, invest moneys held in any Fund or Account established under this Indenture exclusively in the types of obligations described in this Section, or deposit such moneys in time accounts (including accounts evidenced by time certificates of deposit), which may be maintained with the commercial department of the Trustee or with its affiliate, secured as provided in Section 8.01 above and under the terms permitted by applicable law; provided that all investments shall mature, or be subject to redemption by the owner at not less than the principal amount thereof or the cost of acquisition, whichever is lower, and all deposits in time accounts shall be subject to withdrawal not later than the date when the amounts will foreseeably be needed for purposes of this Indenture. The investments permitted under this Section shall include: (i) obligations issued or the timely payment of principal and interest on which is fully guaranteed by the United States of America; (ii) obligations issued or the timely payment of principal and interest on which is fully guaranteed by any person controlled or supervised by and acting as an instrumentality of the United States of America pursuant to authority granted by the Congress of the United States; (iii) obligations issued or guaranteed by any state of the United States or the District of Columbia 44 DEN 98570782v6 rated within the highest rating category by Standard & Poor’s Corporation and Moody’s Investors Service, Inc.; (iv) commercial or finance company paper receiving the highest rating of Standard & Poor’s Corporation and Moody’s Investors Service, Inc.; (v) bankers’ acceptances drawn on and accepted by commercial banks having combined capital and surplus of not less than $50,000,000; (vi) repurchase agreements fully secured by obligations of the type specified in (i) and (ii) above; (vii) certificates of deposit issued by commercial banks having combined capital and surplus of not less than $50,000,000; (viii) money market mutual funds invested primarily in (i), (ii) or (iii), above and rated in one of the two highest rating categories by Standard & Poor’s Corporation and Moody’s Investors Service, Inc.; (ix) investment agreements issued by financial institutions having an unsecured credit rating in one of the top two rating categories by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation and providing for collateralization or replacement in order to maintain such rating in the event that the credit rating of the issuer of such agreement is withdrawn or reduced below such categories; and (x) any other investments approved by the Majority Interest. All repurchase agreements shall be with (a) a registered broker/dealer that is a Primary Dealer or is subject to the Securities Investors’ Protection Corporation jurisdiction, or (b) any bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $50,000,000, provided: (1) the securities are held by the Trustee or a third party acting solely as agent for the Trustee which is (a) a Federal Reserve bank, or (b) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $25,000,000; (2) a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribe at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.00 et seq. in such securities is created for the benefit of the Trustee; (3) the percentage of the fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least: (a) 105%, if the financial institution has an uninsured, unsecured and unguaranteed obligation rated in one of the top two rating categories by either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, or (b) 116%, if the financial institution does not carry the ratings specified in (a) above, with the additional requirements that the repurchase agreement will have a term to maturity of thirty days or less, and the Trustee will value the collateral securities no less frequently than weekly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two business days of such valuation. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the Corporation shall confirm that the investment transactions identified therein accurately reflect the investment directions of the Corporation, unless the Corporation notifies the Trustee in writing to the contrary within thirty (30) days of the date of such statement. The Trustee is specifically authorized to purchase or invest in shares of any investment company that (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial, or other services for compensation), (ii) invests substantially all of its assets in short-term high quality money-market instruments, limited to obligations issued by the United States, and (iii) maintains a constant asset value per share. The Trustee may implement its automated cash investment 45 DEN 98570782v6 system, to assure that cash on hand is invested and to charge reasonable cash management fees, which may be deducted from income earned on investments. Interest and income received upon investment of moneys in the following funds and accounts shall be deposited in the Revenue Fund, the Excess Investment Earnings Fund and the Surplus Account. Interest and income received upon investment of moneys in the Senior Bond Account and the Subordinate Bond Account of the Bond Fund shall be deposited in the Senior Bond Account of the Bond Fund. Otherwise, the interest and income received upon such investments of any Fund or Account and any profit or loss resulting from the sale of any investment shall be added or charged to such Fund or Account. The Corporation shall restore to the appropriate Fund or Account all amounts necessary to cover all losses resulting from the sale of any investments. Any investment acquired with proceeds of the Bonds, including investment in a guaranteed investment contract, should be acquired at fair market value within the meaning of Treas. Reg. § 1148-5(d)(6). ARTICLE IX REDEMPTION OF BONDS Section 9.01. Bonds Subject to Redemption; Selection of Bonds to be Called for Redemption. The Bonds are subject to redemption prior to maturity as provided in the form of Bonds attached hereto as Exhibit C and incorporated herein. Unless otherwise provided in respect of a series of Bonds, if less than all the Bonds of a series or of a maturity are to be redeemed, the particular Bonds of such series or maturity to be called for redemption shall be selected by lot by the Trustee in any manner deemed fair and reasonable by the Trustee and in the case of optional or extraordinary mandatory redemptions, in such order of maturities as shall be specified by the Corporation Representative so as to best maintain level annual debt service on the Series 2015A Bonds, Subordinate Bonds and any Additional Bonds issued on a parity therewith, not including the final payment of principal. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal of such Bond which has been or is to be redeemed. Section 9.02. Notice of Redemption. One Business Days’ notice to the Owners of a series of Bonds shall be required in connection with either optional redemptions or mandatory redemptions of the Subordinate Bonds and optional redemptions of the Series 2015A Bonds and Additional Bonds secured on a parity therewith. When required to redeem Bonds under any other provision of this Indenture, the Trustee shall cause notice of the redemption to be given by first-class mail, postage prepaid, mailed to all registered owners of Bonds to be redeemed at their registered address not more than 30 days nor less than 15 days prior to the redemption date. In addition, the Trustee shall send a copy of such notice by registered or certified mail or overnight delivery service, return receipt requested, postage prepaid, to each registered securities 46 DEN 98570782v6 depository and nationally recognized information service that disseminates redemption information, sent at least two Business Days in advance of the mailing of notice to Bondholders. In addition, the Trustee shall at all reasonable times make available to any interested party complete information as to Bonds which have been redeemed or called for redemption. Any such notice shall be given in the name of the Corporation, shall identify the Bonds to be redeemed (and, in the case of partial redemption of any Bonds, the respective principal amounts thereof to be redeemed), shall specify the redemption date and the redemption price, shall state that on the redemption date the Bonds called for redemption will be payable at the principal corporate trust office of the Trustee that from that date interest will cease to accrue. Failure to mail any notice or defect in the mailed notice or in the mailing thereof in respect of any Bond shall not affect the validity of the redemption of any other Bond. If at the time of mailing of notice of an optional redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, that is, subject to the deposit of the redemption moneys with the Trustee not later than the opening of business five Business Days prior to the scheduled redemption date, and such notice shall be of no effect unless such moneys are so deposited. In the event sufficient moneys are not on deposit on the required date, then the redemption shall be canceled and on such cancellation date notice shall be mailed to the holders of such Bonds, to be redeemed in the manner provided in the form of Bonds attached hereto as Exhibit C and incorporated herein. Section 9.03. Payment of Redemption Price. If (a) unconditional notice of redemption has been duly provided or duly waived by the owners of all Bonds called for redemption or (b) conditional notice of redemption has been so given or waived and the redemption moneys have been duly deposited with the Trustee, then in either case the Bonds called for redemption shall be payable on the redemption date at the applicable redemption price. Payment of the redemption price together with the premium, if any, and accrued interest shall be made by the Trustee to or upon the order of the owners of the Bonds called for redemption upon surrender of such Bonds. The redemption price and premium, if any, in respect of Bonds, the expenses of giving notice and any other expenses of redemption (except accrued interest), shall be paid out of the Fund from which redemption is to be made or from other moneys which the Corporation makes available for such purpose. Accrued interest shall be paid out of the Bond Fund. Section 9.04. Bonds Redeemed in Part. Any Bond which is to be redeemed only in part shall be surrendered at a place stated for the surrender of Bonds called for redemption in the notice provided for in Section 9.02 (with due endorsement by, or a written instrument of transfer in form satisfactory to the Trustee duly executed by, the owner thereof or his attorney duly authorized in writing) and the Corporation shall execute and the Trustee shall authenticate and deliver to the owner of such Bond without service charge, a new Bond or Bonds, of any authorized denomination as requested by such owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Section 9.05. Bond Redemption Fund for Refunding Issues. Whenever the Corporation issues Bonds hereunder for refunding purposes, the Corporation may, by 47 DEN 98570782v6 supplemental indenture authorizing the Bonds, direct the Trustee to establish a separate bond redemption fund and to deposit therein the proceeds of the refunding Bonds. The supplemental indenture shall specify the investment and application of amounts so deposited including, without limitation, the transfer thereof to any other fiscal agent or trustee of the Corporation and the time and conditions for such transfer. ARTICLE X EVENTS OF DEFAULT AND REMEDIES Section 10.01. Events of Default Defined. Subject to the limitation that nonpayment of (i) principal of or premium, if any, or interest on any Subordinate Bond or (ii) any amounts owing to the Town pursuant to the exercise of its rights under Section 10.02 or Section 14.02 hereof or under the Project Agreement shall not constitute alone an Event of Default while any Series 2015A Bonds or Additional Bonds secured on a parity therewith are Outstanding or remain unpaid, each of the following shall be an “Event of Default” hereunder: A. If payment of the principal or redemption price of, or any premium on, any Bond is not made when it becomes due and payable at maturity or upon call for redemption; or B. If the required payment is not made into any sinking fund established pursuant to this Indenture when the same is due and payable; or C. If the payment of any installment of interest on any Bond is not made when it becomes due and payable; or D. If any Monthly Payment required under the first paragraph of Section 5.04 hereof with respect to principal of or interest on any Series 2015A Bond or any Additional Bond secured on a parity therewith is not made when such Monthly Payment is due; or E. If a default shall be made in the due and punctual observance or performance of any covenant, contract or other provision in the Bonds, the Deeds of Trust, or this Indenture contained (other than as referred to in A, B, or C of this Section) and such default shall continue for a period of 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the Corporation by the Trustee; or F. If an “Event of Default” as defined in the Deeds of Trust occurs; or G. If a default occurs under the Supplemental Agreement; or H. If the Corporation shall (i) admit in writing its inability to pay its debts generally as they become due; or 48 DEN 98570782v6 (ii) file a petition in bankruptcy to be adjudicated a voluntary bankrupt or file a similar petition under any insolvency act, or approve or consent to any such petition filed against it; or (iii) make an assignment for the benefit of its creditors; or (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; or (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing a receiver or trustee of the Corporation or of the whole or substantially all of its property, and such adjudication, order or decree shall not be vacated or set aside or stayed within 30 days from the date of the entry thereof. Any Event of Default described in Sections 10.01(E), (F) or (G) hereof may be waived by the Trustee with the consent of the Majority Interest if the Corporation is proceeding with all due diligence to cure such default and the Corporation is not otherwise in default hereunder. Any other Event of Default hereunder shall be waived by the Trustee only upon direction of the Majority Interest. Except for (i) a default under A, B, C, or D of this Section 10.01, or (ii) the failure of the Corporation to file any financial statements, documents or certificates specifically required to be filed with the Trustee pursuant to the provisions of this Indenture or the Deeds of Trust, or (iii) any other event of which the “responsible trust officer” has “actual knowledge” and which event, with the giving of notice or lapse of time or both, would constitute an Event of Default under this Indenture, the Trustee shall not be deemed to have notice of any default or event unless specifically notified in writing of such event by the Corporation, or the owners of at least 25% in aggregate outstanding principal amount of the Series 2015A Bonds and any Additional Bonds secured on a parity therewith. The Trustee shall immediately give notice to the Town and the owners of the Series 2015A Bonds of the occurrence of any default or event of which it has, or is deemed to have, notice pursuant to the foregoing provisions. As used above, the term “responsible trust officer” means the trust officer of the Trustee assigned to supervise this Indenture, and “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto. Section 10.02. Acceleration and Annulment Thereof. Subject to Section 10.06, if any Event of Default occurs, the Trustee shall, subject to the rights of the Town set forth in this Section 10.02, upon request of the Majority Interest, by notice in writing to the Corporation declare the principal of all Bonds then Outstanding to be immediately due and payable; and upon such declaration the said principal, together with premium, if any, and interest accrued thereon, shall become due and payable immediately at the place of payment provided therein, anything in the Indenture or in said Bonds to the contrary notwithstanding; provided that, the principal of all Bonds shall be deemed to be due and payable without declaration or further notice immediately upon the occurrence of an Event of Default specified in Section 10.01(H) hereof. 49 DEN 98570782v6 If, after the principal of the Series 2015A Bonds and Additional Bonds issued on a parity therewith has been so declared to be due and payable, all arrears of interest upon such Bonds (and interest on overdue installments of interest at the rate borne by such Bonds) are paid or caused to be paid by the Corporation, and the Corporation also performs or causes to be performed all other things relating to such Bonds in respect to which it may have been in default hereunder and pays or causes to be paid any amounts that may have previously been paid by the Town to cure such default with interest thereon at the highest rate then borne by the Bonds and the reasonable charges of the Trustee, the Town and the Bondholders, including reasonable attorney’s fees, then, and in every such case, the Majority Interest, by notice to the Corporation and to the Trustee, may annul such declaration and its consequences and such annulment shall be binding upon the Trustee and upon all owners of Bonds issued hereunder; but no such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. Notwithstanding the foregoing, upon the occurrence of an Event of Default, the Trustee shall within five days of such occurrence, provide notice to the Town and the owners of the Subordinate Bonds, and the Town (and if the Town fails to act, the owners of the Subordinate Bonds) shall have the option, to cure such Event of Default within 90 days after receipt of notice; provided that Bonds may still be declared due and payable as provided in this Indenture prior to the expiration of such 90-day period, but such declaration shall be immediately annulled in the event the Town or any owner of Subordinate Bonds cures the Event of Default within the 90-day period. Amounts advanced by the Town or any owner of Subordinate Bonds as a result of the exercise of this option to cure monetary defaults hereunder and reasonable, direct expenses of the Town and the owners of the Subordinate Bonds advanced to cure non-monetary defaults hereunder shall be deemed to be Indebtedness of the Corporation to the Town or any owner of Subordinate Bonds, subordinate to the Series 2015A Bonds and Additional Bonds issued on a parity therewith but entitled to payment from the Revenue Fund on a basis superior to the Subordinate Bonds pursuant to Section 4.06 hereof. Such Indebtedness shall not be secured by the Deeds of Trust and, so long as the Series 2015A Bonds or any Additional Bonds secured on a parity therewith are outstanding, the Town or any owner of Subordinate Bonds shall not sue for unpaid amounts on such Indebtedness without the written consent of the Majority Interest. Nothing herein shall be construed to create any obligation of the Town or any owner of Subordinate Bonds to cure any Event of Default. Section 10.03. Legal Proceeding by Trustee. If any Event of Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Majority Interest and receipt of indemnity to its satisfaction, shall, in its own name, or in combination with the Corporation: A. By suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require collection of the amounts payable under the Bonds and to require the carrying out of any other provisions of this Indenture and the Deeds of Trust for the benefit of the Bondholders; B. Bring suit upon the Bonds; 50 DEN 98570782v6 C. By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders; and D. Cause the Corporation to retain, at the Corporation’s expense, a Management Consultant to review the Project for the purpose of recommending improvements thereto. Section 10.04. Discontinuance of Proceedings by Trustee. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Corporation, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken, but subject to the limitations of any such adverse determination. Section 10.05. Bondholders May Direct Proceedings. The Majority Interest shall have the right, by an instrument or concurrent instruments in writing delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder provided that such directions shall not be otherwise than in accordance with the law or the provisions of this Indenture. Without limitation of the foregoing, any such remedial proceeding may include forbearance or non-action on the part of the Trustee, the acceptance by the Trustee, as beneficiary under the Deeds of Trust, of a deed in lieu of foreclosure, the sale of the property covered by the Deeds of Trust free of the lien thereof for an amount less than the amounts due with respect to the Bonds and the waiver of claims or the granting of a covenant not to sue. Section 10.06. Limitations on Actions by Bondholders. No Bondholders shall have any right to pursue any remedy hereunder unless: (a) the Trustee shall have been given written notice of an Event of Default, (b) the owners of at least 25% in principal amount of the Series 2015A Bonds and any Additional Bonds on a parity therewith Outstanding (or, if no Series 2015A Bonds are Outstanding, at least 25% in principal amount of the Series 1998B Subordinate Bonds and Series 1998C Subordinate Bonds and all Additional Bonds secured on a parity with both Series of Bonds) respecting which there has been an Event of Default shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities such satisfaction in all respects subject to Section 10.13 hereof, and (d) the Trustee shall have failed to comply with such request within a reasonable time; provided, however, that nothing herein shall preclude the owner of any Series 2015A Bond with respect to which an Event of Default under Section 10.01 A, B or C has occurred and is 51 DEN 98570782v6 continuing from bringing an action at law to enforce the right of payment on such Bond, provided, that the right of any individual Bondholder to receive principal or interest on its Bond may be amended pursuant to Section 13.02 hereof. Notwithstanding the foregoing or any other provision of this Indenture, the Owners of a Majority Interest shall have the right to take any and all actions to enforce this Indenture and the Deeds of Trust in their own name or, upon providing reasonable indemnity for costs or liabilities arising therefrom, in the name of the Trustee. In the event that such Majority Interest owners elect to take such action, they shall notify the Trustee in writing of their election and any costs incurred in connection with the taking of such action shall be treated as costs of the Trustee and shall be subject to the same repayment, lien and security rights. No owner of any Subordinate Bonds shall have any right to institute any judicial or other action or remedial proceeding (including, without limitation, bankruptcy or insolvency proceedings) against the Corporation or against the Project or any of the Corporation’s other lights, interests, assets or properties, to collect any moneys due, to enforce payment on its Bond or to accelerate payment on its Bond so long as the Series 2015A Bonds remain Outstanding without the written consent of a Majority Interest. Any action commenced by an owner of any Subordinate Bonds shall terminate upon annulment of the acceleration of the Series 2015A Bonds. Section 10.07. Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceedings instituted by the Trustee shall be brought in its name for the ratable benefit of the owners of the Bonds, subject to the priorities and limitations set forth in this Indenture. Section 10.08. Delays and Omissions Not to Impair Rights. No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default and every remedy given by this Article may be exercised from time to time and as often as may be deemed expedient. Section 10.09. Application of Moneys in Event of Default. Upon the occurrence of any Event of Default, the Trustee shall not disburse any moneys from any fund or account established hereunder without the written consent of the Majority Interest. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article X or the Deeds of Trust shall be deposited in the Bond Fund and, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities, and advances incurred, or made by the Trustee or owners of the Series 2015A Bonds or any Additional Bonds secured on a parity therewith, including reasonable attorneys’ fees, and all other current outstanding fees and expenses of the Trustee, such moneys shall be applied in the order set forth below: (a) Unless the principal on all Bonds shall have become or been declared due and payable, all such moneys shall be applied: 52 DEN 98570782v6 First: To the payment of all installments of interest then due on the Series 2015A Bonds and Additional Bonds secured on a parity therewith, with interest on such overdue interest at the rate per annum borne by such Bonds and, if the amount available shall not be sufficient to pay in full any particular installment together with such interest, then to the ratable payment of the amounts due on such installment; Second: To the payment of the unpaid principal of any of the Series 2015A Bonds and Additional Bonds secured on a parity therewith which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), with interest on such Series 2015A Bonds at the rate per annum borne by such Bonds from the respective dates upon which they become due and, if the amounts available shall not be sufficient to pay in frill Series 2015A Bonds due on any particular date, together with such interest, then to the ratable payment of the amounts due on such date; Third: To the payment to the Town of Indebtedness to the Town under Section 10.02 hereof; Fourth: To the ratable payment of Indebtedness owing to any owners of Subordinate Bonds under Section 10.02 hereof; Fifth: To the payment of all installments of interest then due on the Series 1998B Subordinate Bonds and Additional Bonds secured on a parity therewith with interest or such overdue interest at a rate of interest borne thereby, and, if the amount available shall not be sufficient to pay in full any particular installment together with such interest, then to the ratable payment of the amounts due on such installment; Sixth: To the payment of the unpaid principal of any of the Series 1998B Subordinate Bonds and Additional Bonds secured on a parity therewith called for redemption for the payment of which moneys are then held pursuant to the provisions of the Indenture, with interest on such Series 1998B Subordinate Bonds from the respective dates upon which they became due and, if the amount available shall not be sufficient to pay in full Series 1998B Subordinate Bonds due on any particular date, together with such interest, then to the ratable payment of the amounts due on such date; Seventh: To the payment of all installments of interest then due on the Series 1998C Subordinate Bonds and Additional Bonds secured on a parity therewith with interest or such overdue interest at a rate of interest borne thereby, and, if the amount available shall not be sufficient to pay in full any particular installment together with such interest, then to the ratable payment of the amounts due on such installment; Eighth: To the payment of the unpaid principal of any of the Series 1998C Subordinate Bonds and Additional Bonds secured on a parity therewith called for redemption for the payment of which moneys are then held pursuant to the provisions of the Indenture, with interest on such Series 1998C Subordinate Bonds from the respective dates upon which they became due and, if the amount available shall not be sufficient to pay in full Series 1998C 53 DEN 98570782v6 Subordinate Bonds due on any particular date, together with such interest, then to the ratable payment of the amounts due on such date; (b) If the principal of all the Bonds shall have become or been declared due and payable, all such moneys shall be applied (i) first, to the payment of the principal, premium, if any, and interest then due and unpaid upon the Series 2015A Bonds and any Additional Bonds secured on a parity therewith with interest on such overdue amounts at the rate of 9% per annum, without preference or priority as between principal, premium or interest on such Series 2015A Bonds, ratably according to the amounts due respectively for principal, premium and interest to the Persons entitled thereto, (ii) second, to payments of Indebtedness due to the Town (with interest thereon at the highest rate then borne by the Bonds) or to any owner of Subordinate Bonds arising under Section 10.02 hereof, and (iii) third, to the payment of the principal, premium, if any, and interest then due and unpaid upon the Series 1998B Subordinate Bonds and Additional Bonds secured on a parity therewith with interest on such overdue amounts at the rate of interest borne thereby, without preference or priority as between principal, premium or interest on such installments of interest or Bonds, ratably according to the amounts due respectively for principal, premium and interest to the Persons entitled thereto; (iv) fourth, to the payment of the principal, premium, if any, and interest then due and unpaid upon the Series 1998C Subordinate Bonds and Additional Bonds secured on a parity therewith with interest on such overdue amounts at the rate of interest borne thereby, without preference or priority as between principal, premium or interest on such installments of interest or Bonds, ratably according to the amounts due respectively for principal, premium and interest to the Persons entitled thereto. (c) If the principal on all Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded under this Article then, subject to paragraph (b) of this Section in the event that the principal of all the Bonds shall later become or be declared due and payable, the moneys shall be applied in accordance with paragraph (a) of this Section. Any payment or distribution of assets of the Corporation of any kind or character, whether in cash, instruments, securities or other property, by set-off or otherwise, to which any Holder of a Subordinate Bond would be entitled but for the provisions hereof shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agency or other person making such payment or distribution, directly to the Trustee for payment to the Holders of the Series 2015A Bonds and Additional Bonds issued on a parity therewith, to the extent necessary to pay all amounts then due and payable on such Series 2015A and Additional Bonds in full, in cash, before any payment or distribution is made in respect of the Subordinate Bonds. In the event that any payment or distribution of assets of the Corporation of any kind or character, whether in cash, instruments, securities or other property, shall be received by the Holder of a Subordinate Bond in respect of the Subordinate Bonds from any source, directly or indirectly, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over and delivered to, the Trustee for payment to the Holders of the Series 2015A Bonds and Additional Bonds issued on a parity therewith, to the extent necessary to pay all amounts then due and payable to such Holders of the Series 2015A and such Additional Bonds. 54 DEN 98570782v6 Whenever moneys are to be applied pursuant to this Section, the Trustee shall fix the date (which shall be the earliest practical date, in the sole discretion of the Trustee, for which the requisite notice can be given) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date. Section 10.10. Trustee and Bondholders Entitled to All Remedies; Remedies Not Exclusive. It is the purpose of this Article to provide to the Trustee and the Bondholders all rights and remedies as may be lawfully granted under State law; but should any remedy herein granted be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every remedy permitted under State law. It is further intended that, insofar as lawfully possible, the provisions of this Article shall apply to and be binding upon any trustee or receiver appointed under State law. No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 10.11. Trustee’s Right to Receiver. The Trustee shall be entitled as of right to the appointment of a receiver for the Project ex parte and without notice; and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as may be contained in or permitted by State law. Section 10.12. Bankruptcy Proceedings. The Trustee is hereby authorized and directed, on behalf of the owners of the Bonds, to file a proof or proofs of claim in any bankruptcy, receivership or other insolvency proceeding involving the Corporation. With respect to any matter in any such proceeding which requires the vote of any claimant, the Trustee is hereby authorized and directed to vote on behalf and in the name of the owners of all Bonds outstanding hereunder in the manner designated by the Majority Interest. In order to enable the Trustee to enforce the rights hereunder of the Series 2015A Bonds and Additional Bonds issued on a parity therewith in any such action or proceeding, the Trustee is irrevocably authorized and empowered to make and present for and on behalf of the Holders of Subordinate Bonds such proofs of claims against the Corporation on account of the Subordinate Bonds or other motions or pleadings as the Trustee may deem, expedient or proper and to vote and take such other actions, in the name of any Bondholder or otherwise, as the Trustee may deem necessary or advisable. The Holders of the Subordinate Bonds further agree not to object to, interfere with or oppose any efforts by the Trustee to obtain relief from the automatic stay under Section 362 of the United States Bankruptcy Code or any of Trustee’s other bankruptcy-related actions. Section 10.13. Indemnity. Wherever in this Indenture provision is made for indemnity by the owners of the Series 2015A Bonds, if the owner of the Series 2015A Bonds providing such indemnity has an aggregate net worth or net asset value of at least $50,000,000, as set forth in its most recent audited financial statements or as otherwise satisfactorily demonstrated to the Trustee, the Trustee may not require any indemnity bond or other security for such indemnity. In any case where more than one owner of the Series 2015A Bonds is 55 DEN 98570782v6 providing indemnity, such indemnity shall be several and not joint and, as to each Owner, such indemnity obligation shall not exceed its percentage interest of Outstanding Bonds. If provided indemnity, the Trustee shall utilize counsel or other advisors designated by a Majority Interest of the indemnifying owners of the Series 2015A Bonds to whom the Trustee has no reasonable objection and in the event the Trustee requires independent counsel, a budget, acceptable to the Trustee, shall be established at or about the time of the default for the purpose of paying the costs and expenses thereof and the Trustee shall have the right for reimbursement against the Trust Estate or the indemnifying owners of the Series 2015A Bonds tip to the budgeted amount for such costs and expenses. The fees, costs and expenses of the Trustee arising from any reasonable disagreement with the indemnifying owners of the Series 2015A Bonds shall not be subject to such budget cap. Section 10.14. Certain Additional Provisions With Respect to Bondholder Remedies, Receipt of Notice and Other Matters. In the event that a Bond is registered to a nominee or a securities depository holding such Bond on behalf of a beneficial owner, for purposes of consents to amendments, receipt of reports and notices and other actions hereunder, and the direction of election of remedies and proceedings (including, without limitation, acceleration and waiver of acceleration), the beneficial owner of such Bond upon provision of reasonable evidence of its status as beneficial owner shall be deemed to be the holder hereunder and shall have the right to give or receive the aforementioned consents, directions, reports and notices hereunder. ARTICLE XI THE TRUSTEE Section 11.01. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article, to all of which the parties hereto and the Bondholders are bound. Section 11.02. No Responsibility for Recitals, etc. The recitals, statements and representations in the Indenture or in the Bonds, save only the Trustee’s Certificate upon the Bonds, have been made by the Corporation and not by the Trustee; and the Trustee shall be under no responsibility for the correctness thereof. The Trustee shall not be responsible for the validity or adequacy of this Indenture or the Bonds or for the validity, priority, recording or re-recording, filing or re-filing of any financing statements, amendments thereto or continuation statements, except as otherwise provided in Section 5.06 hereof provided that the Trustee shall be responsible for filing continuation statements for the security interests granted under this Indenture and the Deeds of Trust, or for insuring the Project or collecting any insurance moneys, or for the Corporation’s use of the proceeds from the Bonds or any money paid to the Corporation or upon the Corporation’s direction under any provision hereof or for the use or application of any money received by any Paying Agent other than the Trustee, or for the validity of the execution by the Corporation of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or 56 DEN 98570782v6 for the value or title of the Project or as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the Project pursuant to any provision of this Indenture it shall use due diligence in preserving such property. Section 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence. The Trustee may exercise any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture nor for anything whatever in connection with the trust hereunder, except only its own willful misconduct or negligence or that of its agents, officers and employees. Section 11.04. Compensation and Indemnity. The Corporation shall pay the Trustee reasonable compensation for its ordinary services hereunder, and also all its reasonable expenses and disbursements. If it should become necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary costs and expenses are occasioned by the gross negligence or willful misconduct of the Trustee, it shall not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to payment and reimbursement for the reasonable fees, costs and charges of the Trustee as paying agent for the Bonds. The Corporation agrees to indemnify the Trustee against any claims arising out of the exercise and performance of its powers and duties hereunder in good faith and without negligence. The Trustee’s right to compensation and indemnification shall survive the satisfaction and discharge of this Indenture or its resignation or removal hereunder and payment in full of the Bonds. Section 11.05. Notice of Default; Right to Investigate. The Trustee shall, within five days after the occurrence thereof, give written notice by first-class mail to owners of Bonds, the Town, the Purchaser, and the Underwriter of all defaults known to the Trustee and send a copy of such notice to the Corporation, unless such defaults have been remedied (the term “defaults” for purposes of this Section is defined to include the events specified in Section 10.01 hereof, not including any notice or periods of grace provided for therein). The Trustee may, however, at any time require of the Corporation full information as to the performance of any covenant hereunder; and, if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into the affairs of the Corporation related to this Indenture and the properties covered hereby. Section 11.06. Obligation to Act. If any Event of Default shall have occurred and be continuing, the Trustee, as directed by the owners of the Majority Interest, shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care in their exercise as a prudent man would exercise or use in the circumstances in the conduct of his own affairs; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity reasonably satisfactory to it. 57 DEN 98570782v6 Section 11.07. Provision of Monthly Fund Statements. The Trustee shall, upon written request of an owner of Bonds, provide written monthly fund statements by the 15th day of each month depicting the balances as of the end of the preceding month in each fund and account established under this Indenture. Section 11.08. Reliance on Requisition, Counsel, etc. The Trustee may act on any requisition, resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the provisions of the Indenture; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. The Trustee will be entitled to rely upon opinions of Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. Section 11.09. Trustee May Own Bonds. The Trustee may in good faith buy, sell, own and hold any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Corporation or the Corporation, provided that if the Trustee determines that any such relation is in conflict with its duties under this Indenture, it shall eliminate the conflict or resign as Trustee. Section 11.10. Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of this Indenture, and any such construction by the Trustee shall be binding upon the Bondholders. In construing any such provision, the Trustee will be entitled to rely upon opinions of Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon except for its own negligence or willful misconduct. Section 11.11. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Indenture by written resignation filed with the Corporation not less than 60 days before the date when it is to take effect, with copies of such notice to the owners of the Series 2015A Bonds and Additional Bonds secured on a parity therewith; and Additional Bonds secured on a parity therewith provided notice of such resignation is mailed by registered or certified mail to all Bondholders not less than three weeks prior to the date when the resignation is scheduled to take effect. Such resignation shall take effect only upon the appointment of a successor trustee. Section 11.12. Removal of Trustee. Any Trustee hereunder may be removed at any time by an instrument appointing a successor to the Trustee so removed, executed by the Majority Interest and filed with the Trustee and the Corporation. Section 11.13. Appointment of Successor Trustee. If the Trustee or any successor trustee resigns or is removed (other than pursuant to Section 11.12 hereof) or dissolved, or if its 58 DEN 98570782v6 property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Corporation (so long as there is no Event of Default hereunder) shall appoint a successor who shall be acceptable to the Majority Interest and shall mail notice of such appointment by registered or certified mail to all Bondholders. If the Corporation fails to make such appointment within 30 days after the date notice of resignation is filed, if there is an Event of Default hereunder, or if the Trustee is removed pursuant to Section 11.12 hereof, the Majority interest may appoint a successor Trustee. Section 11.14. Qualification of Successor. A successor trustee shall be a national bank with trust powers or a bank and trust company or a trust company organized under the laws of one of the States of the United States, in each case having capital and surplus of at least $50,000,000, if there be one able and willing to accept the trust on reasonable and customary terms. Section 11.15. Instruments of Succession. Any successor trustee shall execute, acknowledge and deliver to the Corporation an instrument accepting such appointment hereunder; and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein and thereupon the duties and obligations of the predecessor shall cease and terminate. Upon the payment of the fees and expenses owed to the Trustee ceasing to act, the Trustee ceasing to act hereunder shall pay over to the successor trustee all moneys held by it hereunder; and, upon request of the successor trustee, the Trustee ceasing to act and the Corporation shall execute and deliver an instrument transferring to the successor trustee all the estates, properties, rights, powers and trusts hereunder of the Trustee ceasing to act. The Corporation shall be provided with a copy of each instrument mentioned herein. Section 11.16. Merger, Consolidation or Sale of Trustee. Any corporation or association into which any Trustee hereunder may be merged or converted or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any merger, conversion sale, or consolidation or transfer to which any Trustee hereunder shall be a party, shall be the successor trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. Section 11.17. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the laws of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement of any such document in default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or Co-Trustee. The following provisions of this Section are adopted to these ends. 59 DEN 98570782v6 The Trustee may appoint an additional individual or institution as a separate or Co-Trustee, in which event such and every remedy, power, right, claim, demand, cause of action, indemnity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or Co-Trustee but only to the extent necessary to enable such separate or Co- Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or Co-Trustee shall run to and be enforceable by either of them. Should any deed, conveyance or instrument in writing from the Corporation be required by the separate or Co-Trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Corporation. In case any separate or Co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or Co-Trustee, so far as permitted by law, shall vest in and be exercisable by the Trustee until the appointment of a new Trustee or successor to such separate or Co-Trustee. Section 11.18. Intervention by Trustee. In any judicial proceeding to which the Corporation is a party and which in the opinion of the Trustee and its Counsel has a substantial bearing on the interests of owners of the Bonds, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by the owners of at least 25% in principal amount of Bonds then Outstanding and furnished indemnity. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS Section 12.01. Acts of Bondholders; Evidence of Ownership. Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by agent appointed in writing. The fact and date of the execution by any person of any such instrument may be proved by acknowledgment before a notary public or other officer empowered to take acknowledgments of deeds or by an affidavit of a witness to such execution. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Bonds shall be proved by the Bond Register. Any action by the owner of any Bond shall bind all future owners of the same Bond in respect of anything done or suffered by the Corporation or the Trustee in pursuance thereof. The term Beneficial Owners, for purposes of this Section or any other Section herein requiring the Trustee to deliver statements, reports or documents to or receive instructions or 60 DEN 98570782v6 requests from the Beneficial Owners, includes any Beneficial Owner who provides to the Trustee an affidavit of beneficial ownership of the Bonds. The Trustee may rely conclusively upon such affidavit and shall have no liability to the obligor or any other person in connection with such reliance. ARTICLE XIII AMENDMENTS AND SUPPLEMENTS Section 13.01. Amendments and Supplements Without Bondholders’ Consent. This Indenture may be amended or supplemented at any time and from time to time, without notice to or the consent of the Bondholders by a supplemental indenture authorized by a Certified Resolution filed with the Trustee, and consented to by the Corporation, for one or more of the following purposes: A. to set forth any or all of the matters in connection with the issuance of Additional Bonds required by Section 3.02 hereof; B. to add additional covenants of the Corporation or to surrender any right or power herein conferred upon the Corporation; C. to cure any ambiguity or to cure, correct or supplement any defective provision of this Indenture in such manner as shall not be inconsistent with this Indenture and shall not impair the security hereof or adversely affect the Bondholders; D. to issue the Bonds of any series in coupon form or in form acceptable to any securities depository, subject in each case to the receipt by the Trustee of an opinion of Bond Counsel to the effect that any such changes will not adversely affect the exemption of interest on the Bonds from federal income tax; and E. to amend or supplement the provisions of this Indenture in a manner that would not materially and adversely affect the existing owners of Bonds or the security afforded by this Indenture. Section 13.02. Amendments With Bondholders’ Consent. Other than amendments permitted under Section 13.01 hereof and amendments with respect to this Article XIII, this Indenture may be amended from time to time only with the prior written consent of the Corporation, by a supplemental indenture approved by the owners of 66 2/3% in principal amount of the Series 2015A Bonds and Additional Bonds issued on a parity therewith; provided that the modification of (1) the principal, premium, if any, or interest payable upon any series of Bonds or the Town Indebtedness or (2) the dates of maturity or redemption provisions of any series of Bonds shall require the consent of the Town and 100% in principal amount of the Outstanding Bonds; and further provided that no amendment shall be made which adversely affects the Town or any series of Outstanding Bonds without the Consent of the Town, if affected, or the owners of at least 66 2/3% in principal amount of the Outstanding Bonds of such 61 DEN 98570782v6 series so affected. This Indenture may be amended with respect to this Article XIII only with the unanimous consent of all owners of Bonds then Outstanding, the Town and the Corporation. Section 13.03. Amendment of Project Agreement. The Project Agreement may be supplemented and amended as necessary to facilitate the issuance from time to time of the Bonds, to reflect the redemption of the Bonds, and as otherwise required or requested by the Corporation from time to time. Section 13.04. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel. The Trustee is authorized to join with the Corporation in the execution and delivery of any supplemental indenture or amendment permitted by this Article XIII and in so doing shall be fully protected by an Opinion of Counsel that such supplemental indenture or amendment is so permitted and has been duly authorized by the Corporation and that all things necessary to make it a valid and binding agreement have been done. ARTICLE XIV DEFEASANCE Section 14.01. Defeasance. When the principal or redemption price (as the case may be) of, and premium, if any, and interest on, all Bonds issued hereunder, and all other amounts due under this Indenture have been paid, or provision has been made for payment of the same, together with all other sums payable hereunder by the Corporation, the Trustees right, title and interest in this Indenture and the moneys payable hereunder shall thereupon cease and the Trustee, on demand of the Corporation, shall release this Indenture in respect thereto and shall execute such documents to evidence such release as may be reasonably required by the Corporation and shall turn over to the Corporation or its assigns all balances then held by it hereunder not required for the payment of the Bonds and such other sums. If such payment or provision therefor has been made with respect to all the Bonds of any one series, the interest of the Trustee shall cease in respect of such series, and the Trustee shall take similar action for the release of this Indenture. Without limiting the generality of the foregoing, provision for the payment of Bonds shall be deemed to have been made (a) upon the delivery to the Trustee of (i) cash in an amount sufficient to make all payments specified above, or (ii) non-callable direct obligations of the United States of America, maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all such payments, or (iii) any combination of cash and such obligations; (b) any Bonds to be redeemed prior to maturity shall have been duly called for redemption or irrevocable instructions to call such Bonds for redemption shall have been given to the Trustee; and (c) an opinion of Bond Counsel acceptable to the Trustee that any exclusion from gross income for federal income tax purposes of the interest on the Outstanding Bonds and any other tax-exempt Additional Bonds Outstanding will not be impaired by the defeasance. The Trustee shall also receive a report from an Accountant verifying to the Trustee’s satisfaction that the cash and government obligations delivered will be sufficient to provide for the payment of the Bonds as aforesaid. Neither the obligations nor 62 DEN 98570782v6 moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal or redemption price of, and premium, if any, and interest, on the Bonds. Section 14.02. Town’s Rights. (a) The Corporation covenants and agrees that all activities of the Corporation shall be undertaken for the benefit of the Town. Upon termination of this Indenture, the Town shall be entitled to acquire title to the Project 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 Project) financed by obligations of the Corporation (including the Bonds) free from liens and encumbrances created by the Corporation related to the Bonds (but subject to other Permitted Encumbrances), and any additions to such property by (1) placing into escrow an amount that will be sufficient to defease such Bonds and other obligations, and (2) paying reasonable costs incident to the defeasance, each as provided in Section 14.01 hereof. 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 who was a user thereof, (or a related person) before the defeasance within 90 days after the Town defeases such obligations. (c) If the Town exercises its option under subsection (b) hereof, the Corporation 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 canceled 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 (b) above. (d) In addition to the foregoing, if pursuant to Article X hereof, the Trustee declares the principal of any Bonds then Outstanding to be due and payable and any foreclosure proceeding or other action is commenced under this Indenture or the Deeds 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 Project) for the amount of the outstanding indebtedness of the Corporation 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 90 days from the date it is notified by the Trustee of such action in which to both exercise the option (which shall be exercised by giving written notice of such exercise to the Trustee and the Corporation) and purchase the property. The Trustee or any Bondholders responsible for commencing such foreclosure proceeding or other action 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 63 DEN 98570782v6 herein. Other than the foregoing requirement, the provisions of this Section 14.02 are not intended and shall not be interpreted so as to limit the Bondholders’ rights to pursue their remedies hereunder and under the Deeds of Trust. (e) In the event the Town exercises its options under subsection (b) or (d) hereof, the Town shall receive a credit towards its defeasance or purchase costs in the amount of any fund or account balances held under this Indenture with the exception of (1) the Excess Investment Earnings Fund, and (2) any amount needed to pay additional interest on the Bonds or expenses in connection with such defeasance under Section 14.01 of this Indenture. (f) 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 without demand or further action on its part when all obligations issued under the Indenture (including the Bonds) are discharged. Unless the Bonds are earlier defeased pursuant to Section 14.01 hereof and subsection (b) of this Section 14.02, for purposes of this subsection (f), such obligations will be discharged when (1) 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 (2) interest ceases to accrue on the obligations. All leases, 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 most easements granted to utility companies, are not considered encumbrances for purposes of this Section. ARTICLE XV MISCELLANEOUS PROVISIONS Section 15.01. No Personal Recourse. No recourse shall be had for any claim based on the Indenture or the Bonds including but not limited to the payment of the principal or redemption price of, or premium, if any, or interest on, the Bonds, against any member, officer, agent or employee, past, present or future, of the Corporation or of any successor body, as such, either directly or through the Corporation or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise. Section 15.02. Deposit of Funds for Payment of Bonds. If there are on deposit with the Trustee funds (including proceeds of government obligations as provided in Section 14.01) sufficient to pay the principal or redemption price of any Bonds becoming due, either at maturity or by call for redemption or otherwise, together with the premium, if any, and all interest accruing thereon to the due date, all interest on such Bonds shall cease to accrue on the due date and all liability of the Corporation with respect to such Bonds shall likewise cease, except as hereinafter provided. Thereafter the owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds and the Trustee shall hold such funds in trust for such owners. Moneys (including proceeds of government obligations as provided in Section 14.01) so deposited with the Trustee which remain unclaimed five years after the date payment thereof becomes due shall, if the Corporation 64 DEN 98570782v6 is not at the time, to the knowledge of the Trustee, in default with respect to any covenant in the Indenture or the Bonds, be paid to the Corporation, unless there is a dispute as to the payment thereof, upon receipt by the Trustee of indemnity satisfactory to it, and the owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Corporation; provided, however, that the Trustee, before making payment to the Corporation, may send notice by registered mail to each owner of Bonds who hasn’t claimed such moneys at such owner’s last known address, stating that the moneys remaining unclaimed will be returned to the Corporation after a specified date. Section 15.03. Relationship of 1998 Indenture, 2013 Indenture, and 2015 Indenture. The 2013 Indenture is hereby amended and restated in its entirety by this 2015 Indenture. The Series 2015A Bonds are being issued as Additional Bonds pursuant to the 2013 Indenture. Upon the issuance of the Series 2015A Bonds and the redemption of the Series 2013A-2 Bonds, the 2013 Indenture shall no longer be of any force or effect. The 1998 Indenture shall no longer be of any force or effect; provided, however, that the provisions of Sections 4.04 and Article IX of the 1998 Indenture, to the extent applicable to deposits to be made into the Sinking Fund Subaccount with respect to the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds and the related mandatory sinking fund redemption of such Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds, Article II of the 1998 Indenture to the extent applicable to the Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds, and the form of Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds contained in the 1998 Indenture, shall remain in full force and effect with respect to Series 1998B Subordinate Bonds and the Series 1998C Subordinate Bonds, respectively, until redeemed in full. Section 15.04. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any person other than the parties hereto, the owners of the Bonds and the Town. Section 15.05. Illegal, etc. Provisions Disregarded. In case any provision in this Indenture or the Bonds shall for any reason be held invalid, illegal or unenforceable in any respect, this Indenture shall be construed as if such provision had never been contained herein. Section 15.06. Notices to Trustee, Corporation and Town. Any notice to or demand upon the Trustee may be served, presented or made at its corporate trust office at UMB Bank, n.a., 1670 Broadway, Denver, Colorado 80202, Attention: Corporate Trust Department. Any notice to or demand upon the Corporation shall be deemed to have been sufficiently given or served by the Trustee for all purposes by being sent by registered United States mail to EagleBend Dowd Affordable Housing Corporation, c/o Polar Star Properties LLC, 28 Second Street, Suite 215, Edwards, Colorado 81632, Attention: Project Manager, or such other address as may be filed in writing by the Corporation with the Trustee. Any notice to or demand upon the Town shall be deemed to have been sufficiently given or served by the Trustee for all purposes by being sent by registered United States mail to P.O. Box 975, Avon, Colorado 81620, Attention: Town Manager, or such other address as may be filed in writing by the Corporation with the Trustee. 65 DEN 98570782v6 Section 15.07. Successors and Assigns. All the covenants, promises and agreements in this Indenture contained by or on behalf of the Corporation, or by or on behalf of the Trustee, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 15.08. Headings for Convenience Only. The descriptive headings in this Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 15.09. Counterparts. This indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 15.10. Information Under Commercial Code. The following information is stated in order to facilitate filings under the Uniform Commercial Code: The secured party is UMB Bank, n.a., Trustee. Its address from which information concerning the security interest may be obtained is 1670 Broadway, Denver, Colorado 80202, Attention: Corporate Trust Department. The debtor is EagleBend Dowd Affordable Housing Corporation. Its mailing address is c/o Polar Star Properties LLC, 28 Second Street, Suite 215, Edwards, Colorado 81632. Section 15.11. Payments Due On Saturdays, Sundays and Holidays. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Saturday or Sunday or a legal holiday or a day on which banking institutions in the city of payment are authorized by law to close, then payment of interest, premium, if any, or principal or redemption price need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest on such payment shall accrue for the period after such date. Section 15.12. Applicable Law. This Indenture shall be governed by and construed in accordance with the laws of the State of Colorado. Section 15.13. Electronic Storage. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15.14. Supplemental Agreement. To the extent of any conflict or inconsistency between the Indenture and the Supplemental Agreement with respect to the terms and provisions of the Series 2015A Bonds, the Supplemental Agreement shall govern. [Signature Page to Second Amended and Restated Trust Indenture] DEN 98570782v2 DEN 98570782v6 IN WITNESS WHEREOF, intending to be legally bound, EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION, has caused this indenture to be executed by its President and its corporate seal to be hereunto affixed and attested by its Secretary, UMB BANK, N.A., as Trustee, has caused this Indenture to be executed by one of its Vice Presidents or Assistant Vice-Presidents and attested by one of its duly authorized officers, all as of the day and year first above written. [SEAL] Attest: Jeffery M. Spanel, Secretary EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION By: Gerald E. Flynn, President Attest: Leigh M. Lutz, Senior Vice President UMB BANK, N.A., as trustee By: Tamara Dixon, Vice President [Notary Page to Second Amended and Restated Trust Indenture] DEN 98570782v2 DEN 98570782v6 STATE OF COLORADO ) ) ss: COUNTY OF EAGLE ) On this, the _____ day of January, 2015, before me, the undersigned notary public, personally appeared Gerald E. Flynn and Jeffery M. Spanel, who acknowledged themselves to be President and Secretary of EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION, that, as such officials, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing and attesting the name of said Corporation as such officials. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My commission expires: ___________________________ Notary Public STATE OF COLORADO ) ) ss: CITY AND COUNTY OF DENVER ) On this, the _____ day of January, 2015, before me, the undersigned notary public, personally appeared Tamara Dixon and Leigh M. Lutz, who acknowledged themselves to be Vice President and Senior Vice President of UMB BANK, N.A., that, as such officials, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing and attesting the name of said Trustee as such officials. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My commission expires: ___________________________ Notary Public A-1 DEN 98570782v2 DEN 98570782v6 EXHIBIT A Description of Project Site The following real property and all buildings and improvements, and fixtures or appurtenances, now or hereafter erected thereon: Parcel A Tract A: Cliffside Village Condominiums, according to the exemption plat recorded June 29, 1998, Reception No. 661239 and as more particularly described as follows: A tract of land in the East half of Section 16, township 5 South, Range 81 West of the 6th Principal Meridian, County of Eagle, State of Colorado, more fully described as follows: Commencing at the Southeast corner of Section 16; thence North 34 degrees 08 minutes 01 seconds West, 2348.72 feet to the Point of Beginning, said point being on the Easterly line of the Denver and Rio Grande Western Railroad; thence Northwesterly 629.55 feet on the arc of a curve to the left, with a radius of 1495.71 feet and a central angle of 24 degrees 06 minutes 57 seconds (being subtended by a chord that bears North 37 degrees 59 minutes 19 seconds west, a distance of 624.91 feet); thence North 84 degrees 16 minutes 04 seconds East, 321.88 feet; thence South 82 degrees 32 minutes 46 seconds East, 150.39 feet; thence South 47 degrees 39 minutes 16 seconds East, 122.44 feet; thence South 33 degrees 00 minutes 19 seconds East 242.45 feet; thence South 24 degrees 53 minutes 35 seconds East, 163.93 feet; thence South 68 degrees 33 minutes 19 seconds West 145.00 feet; thence South 40 degrees 42 minutes 45 seconds West, 32.20 feet; thence North 51 degrees 05 minutes 45 seconds West, 240.00 feet; thence South 08 degrees 54 minutes 15 seconds West, 65.00 feet; thence South 16 degrees 05 minutes 45 seconds East, 65.00 feet; thence South 67 degrees 24 minutes 15 seconds West, 45.00 feet to the Point of Beginning, County of Eagle, State of Colorado. Parcel B: Together with the easement rights on, over and across Parcel 1, as granted by the access parcels, Cliffside Village Condominiums, according to the plat recorded August 26, 1992 in Book 587 at Page 778 and as granted in Access Road Easement recorded October 19, 1992 in Book 591 at Page 869, County of Eagle, State of Colorado. Parcel C: Together with the easement rights as granted by the Declaration of Covenants, Conditions and Restriction for Rivercliffs recorded August 12, 1999 as Reception No. 705256, as amended by Amendment to Declaration of Covenants, Conditions, and Restrictions recorded August 12, 1999 as Reception No. 705258, and as granted by Declaration of Easements recorded August 12, 1999 as Reception No. 705257, and as granted by Tract A Easement recorded October 19, 1992 in Book 591 at Page 870 as Reception No. 487968, as Amended by First Amendment to Tract A Easement recorded August 12, 1999 at Reception No. 705259, County of Eagle, State of Colorado. B-1 DEN 98570782v2 DEN 98570782v6 EXHIBIT B Form. of Requisition Certificate Requisition No. ____________ Date:____________ To: The UMB Bank, n.a., as trustee (the “Trustee”), under a Third Amended and Restated Trust Indenture (“Indenture”) dated as of January 1, 2015, by and between the Trustee and EagleBend Dowd Affordable Housing Corporation (the “Issuer”), relating to the Issuer’s $8,850,000 EagleBend Dowd Affordable Housing Corporation Multifamily Housing Project Refunding Revenue Bonds, Series 2015A (the “Bonds”). Attention: Corporate Trust Services The undersigned Issuer hereby requests that there be paid from the Property Insurance and Award Fund the sum set forth below, and in that connection with respect to the use of the proceeds of the Bonds, and hereby certifies to the Trustee as follows: I. An obligation in each of the amounts set forth below has been incurred in connection with the restoration of the Project pursuant to Section 4.05 of the Indenture. II. Each requested payment is a proper charge against the Property Insurance and Award Fund, pursuant to the Indenture, has not been the basis of any previous withdrawal from the Property Insurance and Award Fund, and the payee, purpose and amount of such obligation are described below: Payee Name and Address Purpose Amount III. The undersigned has no notice of any vendors’ materialmen’s, mechanics’, suppliers’ or other similar liens or rights to liens, chattel mortgages or conditional sales contracts, or other contracts or obligations which should be satisfied or discharged before payment of the above-described obligations is made. B-2 DEN 98570782v2 DEN 98570782v6 IV. The undersigned covenants and agrees herewith that: A. It has complied with all duties and obligations required to date to be carried out and performed by it pursuant to the terms of the Indenture; B. No event of default as defined in the Indenture has occurred and is continuing; C. All funds previously disbursed have been used for the purposes as set forth in the Indenture; D. All outstanding claims for labor, materials and/or services furnished prior to this draw period have been paid; E. All restoration prior to the date of this Requisition has been accomplished in accordance with the plans and specifications; F. All materials, wherever stored, are covered by insurance; G. All sums advanced on account of this Requisition shall be used for the sole purpose of paying obligations owing as shown in the attached documentation; and H. The party executing this Requisition is duly authorized to make this Requisition, and understands that the certification contained herein is being made for the purpose of inducing the Trustee to make an advance to the Issuer, and that in making such advance, the Trustee will rely upon the accuracy of the matters stated herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] B-3 DEN 98570782v2 DEN 98570782v6 V. The Issuer certifies that the statements made in the Requisition and any documents submitted herewith or identified herein are true and correct. ISSUER: EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation By: Name: Title: Approved FIRSTBANK, a Colorado state banking corporation, as Bondholder Representative By: Name: Title: C-1 DEN 98570782v6 EXHIBIT C FORM OF BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAS NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR SALE UNDER THE BLUE SKY LAWS AND REGULATIONS OF ANY STATE AND WILL AS OF THE DATE OF ISSUE CARRY NO RATING FROM ANY RATING SERVICE. THIS BOND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN MINIMUM DENOMINATIONS OF $100,000 TO TRANSFEREES WHO HAVE PROVIDED TO THE CORPORATION AND THE TRUSTEE A COMPLETED CERTIFICATE OF QUALIFIED INVESTOR IN THE FORM ATTACHED TO THIS BOND (WITH SUCH CHANGES AS MAY BE REQUIRED BY BOND COUNSEL TO REFLECT CHANGES IN APPLICABLE LAW, AND AS APPROVED BY THE CORPORATION) DULY EXECUTED BY THE TRANSFEREE. No. R- $_________ UNITED STATES OF AMERICA EAGLE COUNTY STATE OF COLORADO EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BOND [SERIES 2015A] Per Annum Interest Rate Maturity Date Original Date % [February 1, 2025] January __, 2015 Registered Owner: Principal Sum: DOLLARS EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION (the “Corporation”), a nonprofit corporation organized under the laws of the State of Colorado, for value received, hereby promises to pay to the Registered Owner (specified above), or registered assigns, the Principal Sum (specified above) on the Maturity Date (specified above), unless this Bond shall have been duly called for previous redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, upon surrender hereof, and to pay to the person in whose name this Bond is registered at the close of business on the regular record date for such interest, which shall be the fifteenth day of each calendar month next preceding an C-2 DEN 98570782v6 interest payment date (the “Regular Record Date”), by check or draft mailed to such person at his address as it appears on the registration books of the Corporation maintained by the Trustee, interest on said principal sum at the per annum Interest Rate (specified above) provided that at the written request of any owner of this Bond received by the Trustee at least one business day prior to the Regular Record Date, interest hereon shall be payable in immediately available funds by wire transfer within the United States. Interest in respect of this Bond shall accrue from the date of issuance and delivery and shall be payable monthly on the first day of each month, commencing ____________ 1, 2015, at the per annum Interest Rate (specified above), until payment of said principal sum and (to the extent payment of such interest shall be legally enforceable and only as provided below and in the Indenture) on any overdue installment of interest. Any interest not punctually paid shall forthwith cease to be payable to the registered owner on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof being given by first class postage prepaid mail to registered Bondholders not more than 15 nor less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The foregoing is subject to the limitation that so long as any of the Series 2015A Bonds (as defined below) or additional bonds, secured on a parity therewith are outstanding or unpaid, or any amounts are owed to the Town or the owner(s) of any Subordinate Bonds as a result of the exercise of its option to cure any default under the Indenture, a failure to make a payment of principal of or interest on any Subordinate Bonds (as defined below) or additional bonds secured on a parity therewith shall not alone be considered an Event of Default under the Indenture and no such Special Record Date shall be established, but such Subordinate Bonds and such additional bonds, shall continue to bear interest at the rate specified therefor, without interest on accrued but unpaid interest (except as otherwise provided in the Indenture). In addition, no payments will be made under the Indenture to owners of Subordinate Bonds until payments then due with respect to the Series 2015A Bonds and additional bonds secured on a parity therewith, and additional required deposits to funds and accounts described in the Indenture, have been made. Interest is computed on the basis of a 360-day year of the actual number of days in each of the twelve months. The principal and any premium due in connection with the redemption of this Bond shall be payable at the principal corporate trust office of UMB Bank, n.a. (the “Trustee”) currently located at UMB Bank, n.a. in Kansas City, Missouri. Principal, premium, if any, and interest shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. The Bonds are issued under and secured by a Third Amended and Restated Trust Indenture dated as of January ___, 2015 (the “2015 Indenture”) between the Corporation and the Trustee, which amended and restated the Second Amended and Restated Trust Indenture dated as of August 1, 2013 (“2013 Indenture”) and an Amended and Restated Trust Indenture dated as of October 1, 2003, as amended by the First Supplemental Trust Indenture dated as of April 1, 2013 (the “2003 Indenture”); which amended and restated a Trust Indenture dated as of July 1, 1998 (the “1998 Indenture” and together with the 2015 Indenture, the 2013 Indenture C-3 DEN 98570782v6 and the 2003 Indenture, the “Indenture”), in order to refinance certain costs of a project consisting of land and a 50-unit multifamily residential rental apartment project (the “Project’) in Eagle County, Colorado, near the Town of Avon, Colorado (the “Town”) by refunding certain obligations previously issued by the Corporation. Two duly authorized series of Bonds are being issued by the Corporation under the Indenture consisting of the $8,850,000 aggregate principal amount of EagleBend Dowd Affordable Housing Corporation Multifamily Housing Project Refunding Revenue Bonds, Series 2015A (the “Series 2015A Bonds”). The Corporation has previously issued pursuant to the 1998 Indenture, on a basis subordinate to the Series 2015A Bonds, $600,000 aggregate principal amount of its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998B (the “Series 1998B Subordinate Bonds”), and, on a basis subordinate thereto, $1,000,000 aggregate principal amount of its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998C (the “Series 1998C Subordinate Bonds” and, together with the Series 1998B Subordinate Revenue Bonds, the “Subordinate Bonds”) (the Series 2013A Bonds and the Subordinate Bonds are collectively referred to hereinafter as the “Bonds”). THIS BOND SHALL NOT BE A DEBT OR INDEBTEDNESS OF THE TOWN OF AVON, THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE OF COLORADO, AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE TOWN, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. THE CORPORATION HAS NO TAXING POWER. If the Corporation deposits or causes to be deposited with the Trustee funds sufficient to pay the principal or redemption price of any Bonds becoming due at maturity, by call for redemption, or otherwise, together with the premium, if any, and interest accrued to the due date, interest on such Bonds will cease to accrue on the due date, and thereafter the owners will be restricted to the funds so deposited as provided in the Indenture. If an Event of Default as defined in the Indenture occurs, the principal of all Bonds issued under the Indenture may be declared due and payable upon the conditions and in the manner and with the effect provided previously herein and in the Indenture. No recourse shall be had for the payment of the principal or redemption price of, or premium, if any, or interest on, this Bond, or for any claim based hereon or on the Indenture, against any member, officer, agent or employee, past, present or future, of the Corporation, the Town or of any successor body, as such, either directly or through the Corporation, the Town or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. THIS BOND IS SUBJECT TO REDEMPTION PRIOR TO MATURITY AS FURTHER DESCRIBED HEREIN. C-4 DEN 98570782v6 The Subordinate Bonds and any additional bonds secured on a parity therewith or subordinate thereto are in all respects junior and subordinate to the Series 2015A Bonds and any additional bonds secured on a parity therewith, and except as otherwise provided in the Indenture, all Bonds of a series issued under the Indenture are in all respects equally and ratably secured thereby. The Bonds and any additional bonds are issued under and are secured by and entitled to the protection of the Indenture, to which reference is made for a description of the respective priorities and security pledged for payment of the Bonds of each series; the respective rights of the owners of the Bonds of each series; the rights and obligations of the Corporation; the rights, duties and obligations of the Trustee; the provisions relating to amendments to and modifications of the Indenture; and the terms and conditions upon which additional bonds or other indebtedness may be issued thereunder. Such additional bonds or other indebtedness may be issued by the Corporation to finance additional facilities under the Indenture and to refund all or any part of the Bonds. The owner of this Bond shall have no right to enforce the provisions of the Indenture, or institute action to enforce the covenants thereof or rights or remedies thereunder, except as provided in the Indenture. A security interest and lien on the Project refinanced by the proceeds of the Series 2015A Bonds has been created and granted by the Corporation in favor of the Trustee for the benefit of the owner or owners of this Bond and of the series of which it forms a part pursuant to a Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Revenues dated as of October 1, 2003 as amended by the First Amendment to and Assignment of the Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Revenues dated August 16, 2013 from the Corporation to the Public Trustee of Eagle County, Colorado (“Public Trustee”) for the benefit of the Trustee, as further amended by a Second Amendment to and Assignment of Rents and revenues dated January ___, 2015 from the Corporation to the Public Trustee (the “Deed of Trust”). This Bond is an obligation of the Corporation secured by (a) a pledge of the Funds and Net Revenues (as defined in and with the exceptions provided in the Indenture) and, with the exceptions and priorities provided in the Indenture, all trust accounts created under the Indenture, and (b) the lien and security interest on the Project, in each case subject to the provisions of the Indenture and the Deed of Trust. Optional Redemption in Whole or in Part. Bonds of this series are subject to redemption prior to maturity at the option of the Corporation, in whole or in part and if in part by lot, on any date, upon one Business Day’s notice, such redemptions to be made at the redemption price of 100% of the principal amount thereof, plus interest accrued to the redemption date, plus the premium, if any, due in accordance with the terms of the Supplemental Agreement. Sinking Fund Redemption. Bonds of this series are also subject to mandatory sinking fund redemption prior to maturity, in part by lot, on the dates and in the principal amounts specified below at a price equal to 100% of the principal amount of each Bond so redeemed, plus interest accrued to the redemption date: C-5 DEN 98570782v6 Date Amount * At the option of the Corporation, the principal amount of Series 2015A Bonds required to be redeemed pursuant to mandatory sinking fund payments may be reduced, in inverse chronological order, by the principal amount of such Series 2015A Bonds which shall have been delivered to the Trustee for cancellation or which shall have been retired (otherwise than through the operation of the sinking fund payments). Extraordinary Mandatory Redemption in Whole or in Part. Bonds of this series are subject to mandatory redemption prior to maturity in whole or in part and if in part by lot, on any date at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date, if one or more of the following events shall have occurred in accordance with Section 4.05 of the Indenture: (a) any damage or destruction to the Project; (b) any condemnation or taking of the Project. Any redemption under the preceding paragraphs shall be made as provided in the Indenture upon not more than 30 days’ nor less than 15 days’ notice to the Bondholder. Notice of the call for any such redemption, identifying the Bonds to be redeemed, will be given by mailing copies of such notice to the registered owners of Bonds to be redeemed at their addresses as they appear on the registry books maintained by the Trustee. All Bonds so called for redemption will cease to bear interest on the specified redemption date provided funds for their redemption price and any accrued interest payable on the redemption date are on deposit at the principal place of payment at that time. Notice of optional redemption may be conditioned upon the deposit of moneys with the Trustee before the date fixed for redemption and such notice shall be of no effect unless such moneys are so deposited and provided further that in the event moneys sufficient for the redemption are not on deposit five business days prior to the scheduled redemption date, then the redemption shall be canceled and on such date of cancellation notice shall be mailed to the holders of such Bonds to be redeemed, by overnight mail, notifying them that the redemption has been canceled. C-6 DEN 98570782v6 Any moneys deposited and held by the Trustee for the benefit of claimants, if any, for three years after the date on which payment therefor became due shall be repaid to the Corporation, unless there is a dispute as to the payment thereof and thereupon and thereafter no claimant shall have any rights to or in respect of such moneys. This Bond is transferable by the registered owner hereof or his duly authorized attorney only in minimum denominations of $100,000 to transferees who have delivered to the Trustee and the Corporation a duly executed certificate of qualified investor in the form attached hereto, or as otherwise provided in the Indenture at the principal corporate trust office of the Trustee, upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Trustee, subject to such reasonable regulations as the Corporation or the Trustee may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new registered Bond of the same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this Bond is registered shall be deemed the owner hereof for all purposes, and the Corporation and the Trustee shall not be affected by any notice to the contrary. The Registered Owner agrees that it will duly note on the Schedule hereto all payments of principal or interest made hereon on that it will not transfer or otherwise dispose of this Bond unless and until all such notations have been duly made, which payments shall be verified by the Trustee in connection with any such transfer. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Saturday or Sunday or a legal holiday or a day on which banking institutions in the city of payment are authorized by law to close, then payment of interest or principal or redemption price need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Bond is not valid unless the Trustee’s Certificate of Authentication endorsed hereon is duly executed, IN WITNESS WHEREOF, the Corporation has caused this Bond to be executed in its name by the manual or facsimile signature of its President or any Vice-President and its corporate seal or a facsimile thereof to be affixed, imprinted, lithographed or reproduced hereon and attested to by the manual or facsimile signature of its Secretary. EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION [SEAL] By: President Attest: Secretary-Treasurer C-7 DEN 98570782v6 [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION] Date of Authentication________ This Bond is one of the Bonds, of the Series designated herein, described in the within- mentioned Indenture. Printed hereon or annexed hereto is the complete text of the opinion of bond counsel, Greenberg Traurig, LLP, a signed copy of which, dated the date of original issuance of such Bonds, is on file with the undersigned. UMB BANK, N.A., Trustee By Authorized Representative C-8 DEN 98570782v6 ABBREVIATIONS The following abbreviations, when used in the Inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT ___________ Custodian _________ (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. C-9 DEN 98570782v6 [FORM OF ASSIGNMENT] For value received, the undersigned hereby sells, assigns and transfers unto ______________ the within Bond of EagleBend Dowd Affordable Housing Corporation and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer the said Bond on the Bond Register, with full power of substitution in the premises, Dated: Signature Guaranteed:* NOTICE: The Assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular without alteration or any change whatever, ________________________ * Signature guaranty must be made by a guarantor institution participating in the Securities Transfer Agents Medallion (STAMP) Program. C-10 DEN 98570782v6 [SCHEDULE] Date of Redemption Payment Amount of Redemption Payment Principal Amount Outstanding $ $ C-11 DEN 98570782v6 [FORM OF CERTIFICATE OF QUALIFIED INVESTOR] EagleBend Dowd Affordable Housing Corporation UMB Bank, n.a., as Trustee Town of Avon, Colorado RE: Eaglebend Dowd Affordable Housing Corporation Multifamily Housing Project Refunding Revenue Bonds, Series 2015A ____________________ (“Purchaser”) has agreed to purchase the above referenced bonds (the “Bonds”) in the amount of $__________ which were issued in the original aggregate principal amount of $__________ by EagleBend Dowd Affordable Housing Corporation (the “Corporation”) bearing interest at the interest rate of [3.80]% subject to change and as set forth in the Third Amended and Restated Trust Indenture dated as of January 1, 2015 the (“Indenture”), between the Corporation and UMB Bank, n.a., as trustee (the “Trustee”). All capitalized terms used herein, but not defined herein, shall have the respective meanings set forth in the Indenture. The undersigned, an authorized representative of the Purchaser, hereby represents to you that: 1. The Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax exempt obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Bonds. 2. The Purchaser has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bonds. 3. The undersigned is a duly appointed, qualified and acting representative of the Purchaser and is authorized to cause the Purchaser to make the certifications, representations and warranties contained herein by execution of this letter on behalf of the Purchaser. 4. The Purchaser is (a) an affiliate of FirstBank, (b) a trust or other custodial arrangement established by FirstBank or one of its affiliates, the owners of the beneficial interests in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “1933 Act”) or (c) a qualified institutional buyer that is a commercial bank with capital and surplus of $5,000,000,000 or more and is able to bear the economic risks of such investment. 5. The Purchaser understands that no official statement, prospectus, offering circular, or other comprehensive offering statement is being provided with respect to the Bonds. The Purchaser has made its own inquiry and analysis with respect to the Corporation, the town of Avon, Colorado (the “Town”), the Project, the Bonds and the security therefor, and other material factors affecting the security for and payment of the Bonds. 6. As a sophisticated investor, the Purchaser has made its own credit inquiry and analysis with respect to the Indenture, the Corporation, the Project, and the Bonds, and has made an independent credit decision based upon such inquiry and analysis. The Purchaser acknowledges that it has either been supplied with or been given access to information, including C-12 DEN 98570782v6 financial statements and other financial information, regarding the Corporation, to which a reasonable investor would attach significance in making investment decisions, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Corporation, the Town, the Project, the Bonds and the security therefor, so that as a reasonable investor, it has been able to make its decision to purchase the Bonds. 7. THE PURCHASER UNDERSTANDS THAT: (a) NEITHER THE STATE OF COLORADO NOR ANY POLITICAL SUBDIVISION OR AGENCY OF THE STATE OF COLORADO (INCLUDING THE TOWN), SHALL BE LIABLE OR OBLIGATED (GENERALLY, SPECIALLY, MORALLY OR OTHERWISE) TO PAY THE PRINCIPAL OF THE BONDS OR THE PREMIUM, IF ANY, OR INTEREST THEREON, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF COLORADO, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF (INCLUDING THE TOWN) IS PLEDGED TO PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS; AND (b) THE CORPORATION HAS NO TAXING POWER AND PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE BONDS IS PAYABLE SOLELY OUT OF THE MONEYS TO BE RECEIVED BY THE TRUSTEE FROM THE CORPORATION UNDER THE INDENTURE AND AMOUNTS ON DEPOSIT IN THE FUNDS AND ACCOUNTS ESTABLISHED AND PLEDGED UNDER THE INDENTURE. 8. We have been furnished with the Indenture, the Supplemental Agreement, the legal opinions and other related documents executed and delivered in connection therewith. 9. The Purchaser has discussed with its professional, legal, tax and financial advisors the suitability of an investment in the Bonds for its particular tax and financial situation. The Purchaser’s legal counsel had the opportunity to review and advise the Purchaser on the Indenture, the Deeds of Trust (as defined in the Indenture) and the Supplemental Agreement. 10. The Purchaser understands that the Bonds (i) are not registered under the 1933 Act and are not registered or otherwise qualified for sale under the “Blue Sky" laws and regulations of any state, (ii) are not listed on any stock or other securities exchange, and (iii) carry no rating from any credit rating agency. 11. The Bonds are being acquired by the Purchaser for investment for its own account and not with a present view toward resale or distribution, except (i) in full good-faith compliance with all applicable state and federal securities laws (including, but not limited to, any offer, sale, transfer, exchange or disposition to an affiliate, fund, trust, pool or other legal entity with capacity to acquire comparable investment securities) (each a “Transferee”), (ii) with full and accurate disclosure of all material facts to the prospective Transferee(s), (iii) either under effective federal and state registration statements (which the Corporation shall not in any way be obligated to provide) or pursuant to exemptions from such registrations, (iv) in whole, and not in C-13 DEN 98570782v6 part and (v) to Transferee who agrees to sign an investor letter substantially identical to this letter and otherwise in form satisfactory to the Corporation and Bond Counsel. All confirmations, affirmations, statements and provisions of the Purchaser in this Investor Letter are made solely and exclusively for the benefit of the Corporation and Bond Counsel in connection with its purchase of the Bonds. In no event shall any other party be entitled to rely in any way upon any such confirmation, affirmation, statement or provision. The foregoing representation shall survive the execution and delivery to the Purchaser of the Bonds and the instruments and documents contemplated thereby By: Title: Address for Notices and payment of principal and interest: Attention: Tax ID number: [END OF BOND FORM] Heil Law & Planning, LLC Office: 303.975.6120 3445 S. Clermont St. Fax: 720.836.3337 Denver, CO 80222 E-Mail: eric@heillaw.com e-mail: ericheillaw@yahoo.com H EIL L AW TO: Honorable Mayor Carroll and Town Council members FROM: Eric J. Heil, Town Attorney RE: Ordinance No. 14-16 Approving a Purchase and Sale Agreement for the Skier Building, Second Reading and Public Hearing DATE: October 9, 2014 SUMMARY: This memorandum provides an overview of Ordinance No. 14-16 Approving the Purchase and Sale Agreement for Lot 4, Mountain Vista Resort Subdivision, Town of Avon, Colorado (“Skier Building”). Attached is a memorandum from Virginia Egger, Town Manager, addressing financing and programming of the Skier Building for Town Hall administrative office use and Ordinance No. 14-16 Approving the Purchase and Sale Agreement. Council adopted First Reading of Ordinance No. 14-16 on September 23, 2014. There have been no revisions or amendments to Ordinance No. 14-16 or the Purchase and Sales Agreement between first and second reading. Council is required to conduct a public hearing prior to taking action on second reading of Ord. No. 14-16. UPDATE SINCE FIRST READING - LOT 4 SUBDIVISION: As stated in the memorandum for first reading, Town Staff has proceeded with the preparation of a subdivision plat to create a consolidated and independent Lot 4 to match the depiction in Exhibit D of the Purchase and Sales Agreement. The subdivision qualifies as a Minor Subdivision because no new units or lots are created and no new public improvements are required. Minor Subdivisions are reviewed and approved administratively. Town Staff has received a subdivision plat and is reviewing the plat with the Seller, Points of Colorado. If the Council approves Second Reading of Ordinances 14-16 and the related Certificate of Participation Ordinance No. 14-17 then the Lot 4 Plat (“Second Amended Final Plat A Replat of Lots 4, 2C, and 5 Mountain Vista Resort Subdivision”) would be reviewed and finalized by Town and Seller and approved by Town Staff once it is in a proper and complete form. Copies of the Plat are included as ATTACHMENT C. TERMS OF PURCHASE AND SALE AGREEMENT: A Purchase and Sale Agreement (“Purchase Agreement”) has been negotiated with the Seller, Points of Colorado, Inc., which is a wholly owned subsidiary of Starwood Vacation Ownership, Inc. The Purchase Agreement is subject to approval by Ordinance of the Avon Town Council. Both the Town, as Buyer, and the Seller may terminate the Purchase Agreement if the Avon Town Council does not approve second and final reading by October 15, 2014. Specific terms of the Purchase Agreement are highlighted below. Overall, the sale is characterized by a new subdivision plat to create and describe Lot 4 as its own independent parcel and by the exclusion of Lot 4 and Skier Building (“Property”) from the Mountain Vista Resort common interest community. This is for the purpose of creating an autonomous property that is independent from the covenants and governance of the common interest community. The Property would remain subject to the Mountain Vista PUD (aka Tract C, Avon Center at Beaver Creek Development) zoning and development plan, which permits office use for this portion of the PUD development. RECITAL: Property Description, Inclusions and Exclusions: The Property is the Skier Building along with the underlying land and a small strip of land surrounding the building. A subdivision replat will be prepared for Council approval prior to Closing in order to create the 10,840 sq.ft. parcel of land as shown in the Purchase Agreement. The bronze statute of the skier in front of the building is included in the sale. Parking within the Mountain Vista Resort common interest community is excluded from the sale. M EMORANDUM & PLANNING, LLC Avon Town Council Skier Building Purchase Agreement October 9, 2014 Page 2 of 3 ¶1.2 Purchase Price. The agreed Purchase Price is $3.2 Million. A deposit of $70,000 has been tendered to the Avon office of Title Company of the Rockies. The deposit of $70,000 may be returned to the Town under the following circumstances: 1. The Avon Town Council does not take final action on an ordinance approving the Purchase Agreement and/or an ordinance approving the certificates of participation to finance acquisition by October 15, 2014 and tenders notice of the Town’s election to terminate the Purchase Agreement no later than October 22, 2014. 2. After final action by the Town Council, a citizens petition for referendum is submitted and the Town Council takes action to reject the ordinance or refers the ordinance to a special election and the voters reject the ordinance. 3. One of the Conditions Precedent for the benefit of the Town as Buyer is not satisfied by the Closing date and the Town and Seller do not extend the Purchase Agreement beyond the Closing date to permit the satisfaction of such condition. ¶2.1 Inspections by Buyer: The Town has conducted building inspections prior to signing the Purchase Agreement. Buyer’s physical inspection is not a condition of Closing. ¶2.4(a) Permitted Exceptions: The Title Insurance commitment has been reviewed and specific title exceptions have been identified as items to be addressed and deleted from the title commitment or to be included as permitted exceptions. So long as the title matters identified for deletion as a condition precedent to Closing are removed as exclusions to the Buyer’s Title Insurance, the Closing is not subject to further title review. ¶2.4(c) Right of First Refusal: The Seller has a Right of First Refusal for a period of 3 years after the Closing. ¶2.4(d) Lot 4 Easement: The Property will be subject to an easement over, across and beneath Lot 4 for continued pedestrian access, emergency access, fire lane, utilities, shared open space and other matters for the purpose of preventing any negative impact to the development rights on the remainder of the PUD Plan (Lots 1-3 and the re-platted Lot 2C and Lot 5). ¶2.8(h) The Purchase Agreement is subject to approval of the Avon Town Council through the public process required in the Avon Town Charter. This is an important provision for which the Seller has appreciated and accommodated in the terms of the Purchase Agreement. If the Town Council does not take final action on an ordinance to approve the Purchase Agreement then the Town may elect to terminate the Purchase Agreement no later than October 22, 2014 and receive its deposit back. ¶3.1 Closing Date. The Closing Date is scheduled to occur on February 12, 2015. Once the Conditions Precedent are satisfied and the certificates of participation are authorized to be issued, Closing can occur on an earlier date as mutually determined by the parties. This could potentially occur as early as 30 days after final adoption of the ordinance approving the Purchase Agreement and related ordinance approving the certificates of participation. ¶3.3 Conditions Precedent to Closing. This paragraph sets forth certain matters which must be satisfied as a condition precedent to Closing. ¶3.3(c) was a condition precedent that the Avon Town Council approve the Purchase Agreement by ordinance, but that contingency was addressed with language in ¶2.8(h). Avon Town Council Skier Building Purchase Agreement October 9, 2014 Page 3 of 3 There are a number of items which must be addressed between approval of the Purchase Agreement and the Closing, including certain actions required to address title exceptions and other conditions precedent to Closing. Thank you, Eric ATTACHMENT A: Memorandum from Virginia Egger ATTACHMENT B: Ordinance No. 14-16 and the Purchase and Sale Agreement ATTACHMENT C: Lot 4 Plat – A Second Amended Final Plat A Replat of Lots 4, 2C, and 5 Mountain Vista Resort Subdivision TOWN COUNCIL REPORT To: Honorable Mayor and Town Council From: Virginia C. Egger, Town Manager Date: October 14, 2014 Agenda Topic: Council Report for “The Skier Building” Please find enclosed the Council Report for “The Skier Building”. The report has been updated to include: 1. A letter, dated October 2, 2014, from Engineer Peter Monroe, who inspected the Skier building and found the building “in good structural condition at this time” (Appendix 5); and 2. An update of the Parking Requirements (Section IV) to evaluate the adequacy of parking under the Town’s Development Code, as a result of letter dated September 15, 1993, whereby the Town agreed to provide 31 off-site parking space on Tract G for use by occupants of the Seasons Building. The letter was signed by William D. James, Town Manager and is provided as Appendix 6 at the end of the Report. The result is that The Skier Building will meet the Town Development Code’s parking requirements and sufficient parking will be available to meet the 31 Seasons commitment and future expansion of the Recreation Center. 1 Realty Advisors 10799 W. Alameda Ave. #150333 Lakewood, CO 80215 720-310-2726 800-400-7986 Fax Date Issued:3/27/2014 File No. 6196 Narrative Appraisal Report Of 140 W Beaver Creek Blvd Avon , CO 81620 Prepared For Heil Law & Planning LLC 2696 S Colorado Blvd #550 Denver, CO 80222 Prepared By Phil A McDonald Certified General Appraiser 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 2 TABLE OF CONTENTS Introduction and Summary ......................................................................................................................................................................... 3 Letter of Transmittal .......................................................................................................................................................................... 3 Certification of the Appraisers ........................................................................................................................................................... 4 General Assumptions and Limiting Conditions ................................................................................................................................. 5 Summary of Salient Facts .................................................................................................................................................................. 9 Scope of Work ................................................................................................................................................................................. 10 Purpose of Analysis ......................................................................................................................................................................... 11 Intended use and user of the report .................................................................................................................................................. 11 Property Description ........................................................................................................................................................................ 12 Property Identification and Site Description .................................................................................................................................... 12 Location Map ................................................................................................................................................................................... 14 Plat Map ........................................................................................................................................................................................... 15 Traffic Count Map ........................................................................................................................................................................... 16 Zoning Map ...................................................................................................................................................................................... 17 Aerial Map ....................................................................................................................................................................................... 18 Description of Improvements ........................................................................................................................................................... 19 Subject Photo Pages ......................................................................................................................................................................... 23 Market Conditions ............................................................................................................................................................................ 35 National Market Conditions ............................................................................................................................................................. 35 Local Market Conditions.................................................................................................................................................................. 42 Highest and Best Use ............................................................................................................................................................................... 46 As Though Vacant ........................................................................................................................................................................... 46 As Improved ..................................................................................................................................................................................... 47 The Appraisal Process .............................................................................................................................................................................. 48 Sales Comparison Approach ................................................................................................................................................................ 49 Conclusions: ..................................................................................................................................................................................... 58 Income Capitalization Approach .......................................................................................................................................................... 59 Indicated Value from Direct Capitalization Analysis ...................................................................................................................... 68 Cost Approach.................................................................................................................................................................................. 69 Cost Approach Conclusion: ............................................................................................................................................................. 72 Reconciliation of Value ........................................................................................................................................................................... 73 Value of Property without Parking .......................................................................................................................................................... 74 Hypothetical Condition and Extraordinary Assumption .................................................................................................................. 74 Income Approach ............................................................................................................................................................................. 75 Sales Comparison Approach ............................................................................................................................................................ 76 Reconciliation of Value ........................................................................................................................................................................... 76 Addendum ................................................................................................................................................................................................ 77 Building Classifications ................................................................................................................................................................... 82 Certification ..................................................................................................................................................................................... 83 Qualifications ................................................................................................................................................................................... 84 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 3 Introduction and Summary Letter of Transmittal Realty Advisors Commercial Appraisal Services Phone 720-310-2726 Fax 800-400-7896 www.bwoo.com Denver, CO 80222 Subject: 140 W Beaver Creek Blvd Avon , CO 81620 27-Mar-14 Eric Heil Heil Law & Planning LLC 2696 S Colorado Blvd #550 Dear Client, Effective Date of Appraisal:3/20/2014 Property Rights Appraised:Fee Simple Market Value on Effective Date:$3,280,000 Respectfully submitted, Realty Advisors By: Phil A. McDonald Colorado Certified General Appraiser CG40004543 Exp. 12/31/2014 In accordance with your request, we have prepared a complete appraisal, communicated in this Narrative Appraisal Report covering the above referenced property for the purpose of estimating its market value. This appraisal report is intended to meet the requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation, the Standards of Professional Appraisal, the Financial Institutions Reform, Recovery and Enforcement Act (FIRREA), and the Supplemental Standards. Our analyses, opinions, and conclusion are subject to the Assumptions and Limiting Conditions in the report. To reiterate, this is a complete appraisal, summary report. This value estimate is based on the definitions, qualifications, assumptions, limiting conditions, and certifications in the report. This appraisal is not subject to any hypothetical or extraordinary assumptions that would have a material impact on the property value. Based on our inspection of the subject property and surrounding neighborhood, our gathering of relevant data, preparation of the most applicable approach to value, and our analyses, opinions, and conclusions, we estimate the market value as follows. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 4 Certification of the Appraisers I certify that, to the best of my knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. I have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. 4. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. My engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, and any supplemental standards. In addition, this report conforms to the requirements of the Financial Institution Reform, Recovery and Enforcement Act (FIRREA). 8. Phil A. McDonald has made a personal inspection of the interior and exterior of the property that is the subject of this report. 9. Tiffany Morris provided significant professional assistance which included and is limited to, research and data entry. No other person provided significant professional assistance to the persons signing this report. 10. Phil A. McDonald has extensive experience in the appraisal/review of similar property types. 11. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or approval of a loan. Respectfully submitted, Realty Advisors By: Phil A. McDonald Phil A. McDonald Colorado Certified General Appraiser CG40004543 Exp. 12/31/2014 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 5 General Assumptions and Limiting Conditions 1. Any legal description or plats reported herein are assumed to be accurate. Any sketches, surveys, plats, photographs, drawings or other exhibits are included only to assist the intended user to better understand and visualize the subject property, the environs, and the competitive data. We have made no survey of the property and assume no responsibility in connection with such matters. 2. The appraiser has not conducted any engineering or architectural surveys in connection with this appraisal assignment. Information reported pertaining to dimensions, sizes, and areas is either based on measurements taken by the appraiser or the appraiser’s staff or was obtained or taken from referenced sources and is considered reliable. No responsibility is assumed for the costs of preparation or for arranging geotechnical engineering, architectural, or other types of studies, surveys, or inspections that require the expertise of a qualified professional. 3. No responsibility is assumed for matters legal in nature. Title is assumed to be good and marketable and in fee simple unless discussed otherwise in the report. The property is considered to be free and clear of existing liens, easements, restrictions, and encumbrances, except as noted. 4. Unless otherwise noted herein, it is assumed there are no encroachments or violations of any zoning or other regulations affecting the subject property and the utilization of the land and improvements is within the boundaries or property lines of the property described. 5. Realty Advisors assumes there are no private deed restrictions affecting the property which would limit the use of the subject property in any way. 6. It is assumed the subject property is not adversely affected by the potential of floods. 7. It is assumed all water and sewer facilities (existing and proposed) are or will be in good working order and are or will be of sufficient size to adequately serve any proposed buildings. 8. Unless otherwise noted within the report, the depiction of the physical condition of the improvements described herein is based on visual inspection. No liability is assumed for the soundness of structural members since no engineering tests were conducted. No liability is assumed for the condition of mechanical equipment, plumbing, or electrical components, as complete tests were not made. No responsibility is assumed for hidden, unapparent or masked property conditions or characteristics that were not clearly apparent during our inspection. 9. If building improvements are present on the site, no significant evidence of termite damage or infestation was observed during our physical inspection, unless so noted in the report. No termite inspection report was available, unless so noted in the report. No responsibility is assumed for hidden damages or infestation. 10. If noted in the report, any proposed or incomplete improvements included in this report are assumed to be satisfactorily completed in a workmanlike manner or will be thus completed within a reasonable length of time according to plans and specifications submitted. 11. No responsibility is assumed for hidden defects or for conformity to specific governmental requirements, such as fire, building, and safety, earthquake, or occupancy codes, except where specific professional or governmental inspections have been completed and reported in the appraisal report. 12. The property is assumed to be under financially sound, competent and aggressive ownership. 13. The appraisers assume no responsibility for any changes in economic or physical conditions which occur 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 6 following the effective date of this report that would influence or affect the analyses, opinions, or conclusions in the report. Any subsequent changes are beyond the scope of the report. 14. The value estimates reported herein apply to the entire property. Any proration or division of the total into fractional interests will invalidate the value estimates, unless such proration or division of interests is set forth in the report. 15. Any division of the land and improvement values estimated herein is applicable only under the program of utilization shown. These separate valuations are invalidated by any other application. 16. Unless otherwise noted in the report, only the real property is considered, so no consideration is given to the value of personal property or equipment located on the premises or the costs of moving or relocating such personal property or equipment. 17. Unless otherwise stated, it is assumed the rights of ownership exclude subsurface oil, gas, and/or mineral assets. For this reason, contributing value, if any, of rights or whether property is available for subsurface entry to facilitate their exploration and/or extraction have not been considered. 18. Any projections of income and expenses, including the reversion at time of resale, are not predictions of the future. Rather, they are our best estimate of current market thinking of what future trends will be. No warranty or representation is made that these projections will materialize. The real estate market is constantly fluctuating and changing. It is not the task of an appraiser to estimate the conditions of a future real estate market, but rather to reflect what the investment community envisions for the future in terms of expectations of growth in rental rates, expenses, and supply and demand. 19. Unless subsoil opinions based upon engineering core borings were furnished, it is assumed there are no subsoil defects present, which would impair development of the land to its maximum permitted use or would render it more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover them. 20. Realty Advisors representatives are not experts in determining the presence or absence of hazardous substances, defined as all hazardous or toxic materials, wastes, pollutants or contaminants (including, but not limited to, asbestos, PCB, UFFI, or other raw materials or chemicals) used in construction or otherwise present on the property. We assume no responsibility for the studies or analyses which would be required to determine the presence or absence of such substances or for loss as a result of the presence of such substances. Appraisers are not qualified to detect such substances. The client is urged to retain an expert in this field. 21. We are not experts in determining the habitat for protected or endangered species, including, but not limited to, animal or plant life (such as bald eagles, gophers, tortoises, etc.) that may be present on the property. We assume no responsibility for the studies or analyses which would be required to determine the presence or absence of such species or for loss as a result of the presence of such species. 22. No environmental impact studies were either requested or made in conjunction with this analysis. The appraiser hereby reserves the right to alter, amend, revise, or rescind any of the value opinions based upon any subsequent environmental impact studies, research, and investigation. 23. The appraisal is based on the premise that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless otherwise stated in the report; further, that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further, it is assumed that all required licenses, consents, permits, or other legislative or administrative authority, local, state, federal and/or private entity or organization have been or can be obtained 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 7 or renewed for any use considered in the value estimate. 24. Neither all nor any part of the contents of this report or copy thereof, shall be conveyed to the public through advertising, public relations, news, sales, or any other media, without the prior written consent and approval of the appraiser. This limitation pertains to any valuation conclusions, the identity of the analyst or the firm and any reference to the professional organization of which the appraiser is affiliated or to the designations thereof. 25. Although the appraiser has made, insofar as is practical, every effort to verify as factual and true all information and data set forth in this report, no responsibility is assumed for the accuracy of any information furnished the appraiser either by the client or others. If for any reason, future investigations should prove any data to be in substantial variance with that presented in this report, the appraiser reserves the right to alter or change any or all analysis, opinions, or conclusions and/or estimates of value. 26. If this report has been prepared in a so-called “public non-disclosure” state, real estate sales prices and other data, such as rents, prices, and financing, are not a matter of public record. If this is such a “non-disclosure” state, although extensive effort has been expended to verify pertinent data with buyers, sellers, brokers, lenders, lessors, lessees, and other sources considered reliable, it has not always been possible to independently verify all significant facts. In these instances, the appraiser may have relied on verification obtained and reported by appraisers outside of our office. Also, as necessary, assumptions and adjustments have been made based on comparisons and analyses using data in the report and on interviews with market participants. It is suggested the client consider independent verification as a prerequisite to any transaction involving sale, lease, or other significant commitment of funds to the subject property. 27. This report is null and void if used in any connection with a real estate syndicate or syndication, defined as a general or limited partnership, joint venture, unincorporated association, or similar organization formed for or engaged in investment or gain from an interest in real property, including but not limited to a sale, exchange, trade, development, or lease of property on behalf of others or which is required to be registered with the U.S. Securities and Exchange Commission or any Federal or State Agency which regulates investments made as a public offering. 28. The American Disabilities Act of 1990 (ADA) sets strict and specific standards for handicapped access to and within most commercial and industrial buildings. Determination of compliance with these standards is beyond appraisal expertise and, therefore, has not been attempted by the appraisers. For purposes of this appraisal, we are assuming the building is in compliance; however, we recommend an architectural inspection of the building to determine compliance or requirements for compliance. We assume no responsibility for the cost of such determination and our appraisal is subject to revision if the building is not in compliance. 29. This appraisal report has been prepared for the exclusive benefit of our client(s). It may not be used or relied upon by any other party. Any party who uses or relies upon any information in this report, without the preparer's written consent, does so at their own risk. 30. The client agrees to indemnify and hold harmless Realty Advisors and its affiliates, partners, agents, and employees from and against any losses, claims, damages, or liabilities, which may be asserted by any person or entity who may receive our report, except to the extent of any losses, claims, damages or liabilities (or actions in respect thereof) arising by reason of gross negligence or willful misconduct of Realty Advisors in preparing the report and will reimburse Realty Advisors for all expenses (including counsel fees) as they are incurred by Realty Advisors in connection with investigating, preparing, or defending any such action or claim. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 8 31. In any circumstance in which the foregoing indemnification is held by a court to be unavailable to Realty Advisors, our client and Realty Advisors shall contribute to any aggregate losses, claims, damages or liabilities (including the related fees and expenses) to which Our Client and Realty Advisors may be subject in such proportion that Realty Advisors shall be responsible only for that portion represented by the percentage that the fees paid to Realty Advisors for the portion of its services or work product giving rise to the liability bears to the value of the transaction giving rise to such liability. 32. Realty Advisors has completed an inspection of the subject property which consisted of less than inspecting 60% of the interior and exterior of the improvements. Accordingly, Realty Advisors reserves the right to amend the appraised value and appraisal conclusions if engineering reports or other evidence is found, which would materially impact the reported conclusions. 33. The right is reserved by the appraiser to make adjustments to the analyses, opinions, and conclusions set forth in this report as may be required by consideration of additional or more reliable data that may become available. No change of this report shall be made by anyone other than the appraiser or appraisers. The appraiser(s) shall have no responsibility for any unauthorized change(s) to the report. 34. If the client instructions to the appraiser were to inspect only the exterior of the improvements in the appraisal process, the physical attributes of the property were observed from the street(s) as of the inspection date of the appraisal. Physical characteristics of the property were obtained from tax assessment records, available plans, if any, descriptive information, and interviewing the client and other knowledgeable persons. It is assumed the interior of the subject property is consistent with the exterior conditions as observed and that other information relied upon is accurate. 35. The submission of this report constitutes completion of the services authorized. It is submitted on the condition the client will provide reasonable notice and customary compensation, including expert witness fees, relating to any subsequent required attendance at conferences, depositions, and judicial or administrative proceedings. In the event the appraiser is subpoenaed for either an appearance or a request to produce documents, a best effort will be made to notify the client immediately. The client has the sole responsibility for obtaining a protective order, providing legal instruction not to appear with the appraisal report and related work files and will answer all questions pertaining to the assignment, the preparation of the report, and the reasoning used to formulate the estimate of value. Unless paid in whole or in part by the party issuing the subpoena or by another party of interest in the matter, the client is responsible for all unpaid fees resulting from the appearance or production of documents regardless of who orders the work. 36. Acceptance or use of this report constitutes agreement by the client and any other users that any liability for errors, omissions or judgment of appraiser is limited to the amount of the appraisal fee. 37. Use of this appraisal report constitutes acknowledgement and acceptance of the general assumptions and limiting conditions, special assumptions (if any), extraordinary assumptions (if any), and hypothetical conditions (if any) on which this estimate of market value is based. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 9 Summary of Salient Facts Property Name:Skier Building Built Up:90% Property Address:140 W Beaver Creek Blvd Trend:Stabilizing City:Avon Property Values:Stabilizing State:CO Velocity:Slight Increase Zip Code:81620 Rents:Declining Census Tract:5.03 Vacancy:Declining Parcel No.:2105-122-20-008 Population Growth:Stable 2105-122-20-009 Employment:Stable Owner of Record:Points of Colorado Inc Date of Prior Sale:11/12/10 Appraiser Name:Phil McDonald Prior Sale Price:NA Appraiser Certification:CG40004543 Document No.NA Certification Expiration:12/31/2014 Marketing Time:180 Days Certification State:CO Client Name:Heil Law & Planning LLC Parcel Size (Acres):1.151 Client Contact:Eric Heil Zoning:PUD- Planned Unit Develoement - 21 Sheraton Mnt Vista, Lot C, Avon CenterClient Address:2696 S Colorado Blvd #550 Property Type:Office Client City, State, Zip Denver, CO 80222 Flood Zone:X Appraisal File No.6196 Panel:08037C0444D Report Type:Summary Narrative Panel Date:12/4/2007 Interest Appraised:Fee Simple Purpose of Appraisal:Asset Disposition Use of Appraisal:Purchase Decision Tax Year:2012 Appraisal Effective Date:3/20/2014 Actual Value:Date of Report:3/27/2014 Land:$139,380 Hypothetical Conditions:None Building:$1,252,620 Extraordinary Assumptions:None Total Actual Value:$1,392,000 Highest and Best Use Total Assessed Value:$1,392,000 As-If Vacant Hold for Development Taxes $34,046.00 As Improved Current Use Scope of Work Complete Appraisal Sales Approach (SCA):$3,660,000 Income Approach:$3,180,000 Cost Approach:$3,350,000 Final Opinion of Value:$3,280,000 Value Indicators Subject Property Identification Market Conditions: Appraisal Characteristics: Site Characteristics: Taxes 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 10 Scope of Work This Narrative Appraisal Report presents only summary discussion of the data and valuation conclusion. The appraiser retains supporting documentation in his file, and the depth of discussion is specific to your needs and for the intended use. Narrative Appraisal Report. Each approach to value is given consideration and those that are applicable and necessary are developed and reported. If an approach would not produce credible results and is not applicable or necessary, it is not developed and not reported. The Income Approach is a common method used by market participants buying and selling multiple tenant income producing property. The Sales Comparison Approach is typically given secondary consideration for this type of investment property. The Cost Approach is applicable and most reliable when appraising an improved property with newer improvements. The subject property is a newer property and the Cost Approach is applicable and developed. The physical inspection of the subject property includes an inspection of the parcels and improvements. When necessary, each of the comparables used in the appraisal includes an inspection of the exterior of the property which may take place near the effective date of appraisal or prior to the effective date of appraisal, but subsequent to the sale date of the comparable. Market data is researched through commonly used and available data sources for this property type and is confirmed through a secondary data source, and market participants (when available). Adequacy of Scope The appraiser has proposed and the Client has agreed (prior to submission) that the level of development and reporting detailed above is sufficient to address the substantiate criteria of a reasonable Scope of Work within the context of the Intended Users and Intended Use. The appraiser does not anticipate further development or reporting requirements for this assignment. Any additional requests from the Client or any third parties may represent a change in the assignment conditions and require the development of a new assignment. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 11 Purpose of Analysis The purpose of this appraisal report is to estimate the market value of the Fee Simple interest in the above- referenced property. Market Value is defined by the federal financial institutions regulatory agencies as follows: “Market Value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) the buyer and seller are typically motivated; (2) both parties are well-informed or well-advised, and acting in what they consider to be their own best interests; (3) a reasonable time is allowed for exposure in the open market; (4) payment is made in terms of cash in United States dollars, or in terms of financial arrangements comparable thereto; and (5) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.” Source: Office of the Comptroller of the Currency under 12 CFR, Part 34, subpart C-appraisals, 34.42 Definitions (f) Intended use and user of the report The intended users of this report are the client listed on the Summary of Salient Facts page of this report, and their subsidiaries, and/or affiliates for determination of market value. It may be used in connection with the acquisition, disposition, financing, and the sale of the property. The intended user may use and rely upon this report and the reporting organization agrees to cooperate in answering questions by any of the parties in connection with the report. The appraisal report is not to be used by any other entity for any purpose without the written consent of the appraisers. If used, it must only be used in its entirety and not its parts, which could be misleading. The appraisers are not responsible for unauthorized distribution and/or use of this report. As such, it presents only summary discussions of the data, analyses, opinions, and conclusions used in the appraisal process to develop the appraisers’ estimate of market value. Supporting documentation concerning the data, analyses, opinions, and conclusions are retained in the appraisers’ file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use previously stated. The appraisers are not responsible for unauthorized use of this report. As agreed upon with the client prior to the preparation of this appraisal, this report is the result of a full appraisal process, and those approaches to value that are applicable and necessary have been developed. Reading of the request for appraisal services and related attachments; Physical inspection of the subject, neighborhood, and submarket; Researching public records or other sources deemed reliable, relative to the subject; Researching public records or other sources deemed reliable for sales of comparable properties; Presenting the results in this complete appraisal, summary report. The appraisers used only the most applicable approaches to value. Support for the approaches used is discussed in the Valuation Section. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 12 Property Description Property Identification and Site Description Property Address: City: State: Zip Code: Parcel No.: 2105-122-20-008 2105-122-20-009 Legal Description: 2105-122-20-008 2105-122-20-009 Census Tract: Parcel Size (Acres):2105-122-20-008 0.144 2105-122-20-009 1.007 Total 1.151 Zoning: Uses by Right include, but are not Subject Property is a: PUD 21 Legal Conforming Use Street Improvements: Utilities: Flood Hazard:Flood Zone:X Panel:08037C0444D Panel Date:12/4/2007 The subject property is legally described as: All parcels: County of Eagle, State of Colorado 5.03 Site Characteristics Subdivision: Mountain Vista Resort Lot: 5 R921725 MAP 07-06-05 The subject property consists of the following parcel number(s): 140 W Beaver Creek Blvd Avon CO 81620 PUD- Planned Unit Development - 21 Sheraton Mnt Vista, Lot C, Avon Center Subdivision: Mountain Vista Resort Lot: 4 R921725 Map 07-06-05 Lodging, timeshare, retail, restaurants, commercial, office, employee housing. The subject borders Benchmark Rd. Benchmark Rd is paved and improved with curb, gutter and sidewalk. Benchmark Rd fronts the subject and is two lanes. Access from Benchmark Rd to W Beaver Creek Blvd is traffic controlled by a stop sign and allows for turns both east and westbound. All public utilities are available at the subject property and are adequate for the subject property. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 13 Soils Conditions: Hazardous Waste/ Toxic Conditions: Title Report: Comments: Easements and Encroachments: No title report or other source reference was provided with regard to determining any easements that might affect the subject. It is assumed there are no such easements or other restrictions which would have a material impact on the subject. Site Characteristics (continued) The value estimate rendered in this report is predicated on the assumption there is no hazardous material on or in the property that would cause a loss in value. No evidence of hazardous waste or toxic materials was visible. Realty Advisors has no knowledge of the existence of these substances on or in the subject property. However, Realty Advisors is not qualified to detect hazardous waste or toxic material. A title report was not submitted for our review. This report is not intended to render any opinion whatsoever regarding any adverse easements or encroachments that may affect the subject property. Our value estimate is, however, predicted upon there being no adverse title conditions, easements, or encroachments that would cause a loss in value or prohibit development. No responsibility is assumed for any such conditions or for any expertise or knowledge to discover them. Please refer to the ”General Assumption and Limiting Conditions” regarding soils and title conditions and other considerations. A geological engineering report has not been furnished for our review, nor has such a study been commissioned for the purpose of this appraisal. Our physical inspection did not reveal any drainage or topographical problems that would adversely affect the marketability of the subject property. There is no visual evidence of any inadequate soil support or drainage conditions; as such, there appear to be no impediments to reasonable development of the site. For the purpose of this assignment, it is assumed the topsoil and subsoil conditions are stable and adequate to support the existing improvements. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 14 Location Map Location Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 15 Plat Map Plat Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 16 Traffic Count Map Traffic Count Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 17 Zoning Map Zoning Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 18 Aerial Map Aerial Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 19 Description of Improvements Property Type: Year Built: No. Buildings: No. of Stories: Quality: Building Areas:Gross Building Area (GBA) (SF)16,273 Rentable Building Area (RBA) (SF)16,273 Parking: Parking Spaces Total 44 Parking Ratio (Spaces/1,000 SF)2.703865298 Building Location/Three Story Office Building Lot Layout: Building Design and Layout: AOF(SF)10,829 RET (SF)5,444 The areas indicated above are obtained through Eagle County Assessors data and visual observation. Office 2003 One Three Stories Class A Office building with frame and stone exterior, pitched roof with asphalt shingles. Interior finishes are predominately tile and concrete flooring, drywall walls, drywall ceilings, florescent lighting all of good quality. Parking is located in the front and sides of the building on a paved lot and is adequate for the current improvements. The subject property is a three story Office building with a canopy double door entry and is typical in design and layout to other Class A Office buildings in the market. Interior corridors are of adequate width, upper and lower levels are serviced by one elevator. The elevator is located near the building entrance in the lobby. The building lobby is minimal. Each floor has public bathrooms located at the center core near the elevator. The lower level is a shell space w sprinklers, no electrical or HVAC run. This building is located at the center of the subject parcel. The rear of the building has frontage to the adjacent parcel on the north, the side of the building has frontage to Benchmark Rd. (minor collector street) on the west, the front of the building faces the adjacent parcel on the south, and the west side of the building fronts the adjacent parcel. Parking is located on the south side of the building. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 20 Exposure/Visibility: Exposure: Year 2013 3,657 Visibility: Access: The three story Office building is located adjacent to Benchmark Rd. Benchmark Rd is a minor collector street running north/south crossing W Beaver Creek Blvd on the north and Benchmark Rd. on the east. The subject has average exposure located along this major arterial street. Cars per day traffic count near the subject property is as follows: The subject is located on a interior lot between two intersections not traffic controlled. The subject improvements are located adjacent to Benchmark Rd on the west. These specific location factors combined with the average footprint and three story height of the subject property in an area of predominately larger buildings provide the subject with below average visibility.Access to the subject property is from a two cut-outs on Benchmark Rd. available to eastbound traffic only. These access points provide the subject with average access. Description of Improvements (continued) Exposure and Visibility of commercial properties are interrelated in terms of the overall benefit to the property, but are made up of distinctly different elements. Exposure is a function of location and impacted by externalities, as such it is typically not possible for an individual property owner to make changes which would impact exposure. Since it is possible to make modifications to property improvements and signage which may change a properties visibility, it is important that exposure and visibility be given separate consideration.The exposure of a commercial property is an important location consideration. Commercial properties such as office, retail and hospitality benefit significantly from locations with good exposure. It is desirable for these commercial properties to be located with exposure to high traffic counts. Exposure of a commercial property relates to the number of potential viewers of a property. The visibility of these types of commercial properties is of significant importance, and relates to the visibility the property has to the exposure of the property. Visibility of a property relates to the capture of potential viewers (exposure). While it is important to consider the elements that make up exposure and visibility separately, the benefit to a property is from the combination of exposure and visibility. A property with excellent exposure (frontage to high traffic count) and poor visibility does not receive the benefit of excellent exposure. Just as a property with excellent visibility (hard corner lot) at an intersection with very low traffic counts does not have sufficient exposure for the visibility to be of high value. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 21 Functional Utility: Stairwells One- Interior Elevators One Corridor Double Loaded Interior Entry Covered / Double Door Lobby Minimal Landscaping: Condition: Exposure Time: Subject's Exposure Time:180 Days Description of Improvements (continued) The subject's functional utility is typical of other Class A Office buildings in the market. The subject property is professionally landscaped with trees and shrubs in various locations. The subject is in overall good condition with typical wear evident in most areas. Common areas are well maintained and interior office improvement range in condition from good to very good condition or shell condition. The curb appeal of the property is good to very good. The exterior is in good to very good condition. Exposure time is the estimated length of time that the property interest being appraised would have been offered on the market prior to the consummation of a sale at market value on the effective date of the appraisal. Exposure time is a retrospective opinion based on an analysis of past events assuming a competitive and open market. Marketing time differs from exposure time in respect to the period of time preceding and sub-sequent to the effective date of appraisal. Exposure time is always presumed to precede the effective date of the appraisal. Whereas, marketing time is the time it would take an interest in real property to sell on the market sub-sequent to the effective date of the appraisal. Analysis, estimation and reporting of exposure time are consistent with the definition of Market Value. To arrive at an estimated exposure time, the appraiser’s analysis includes consideration of actual days on the market of the comparable sales used in the appraisal and other similar properties within the subject’s market area which have not been included in the final analysis. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 22 Taxes / Assessment:Tax Year:2012 Actual Value: Land:$139,380 Building:$1,252,620 Total Actual Value:$1,392,000 Assessed Value: Land:$139,380 Building:$1,252,620 Total Assessed Value:$1,392,000 Taxes $34,046.00 Transfer History:Owner of Record:Points of Colorado Inc Date of Prior Sale:11/12/10 Prior Sale Price:NA Document No.NA Description of Improvements (continued) 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 23 Subject Photo Pages Subject Photo Page Subject Front Subject Rear and North Side 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 24 Subject Photo Page Subject South Side Subject Street 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 25 Subject Photo Page 1st Floor 1st Floor Lobby from Rear Entrance 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 26 Subject Photo Page Elevators in 1st Floor Lobby 1st Floor Mens Room 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 27 Subject Photo Page 1st Floor Womens Room 2nd Floor 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 28 Subject Photo Page 3rd Floor Stairwell 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 29 Economic Analysis The subject property is located in the Home Rule Municipality of the City of Avon located in Eagle County. As of the 2010 census the approximate population was 6,447 and covers a total area of 8.0 square miles. Avon is the gateway to the Beaver Creek Resort which lies about two miles (3 km) south of the town. It was the previous site of Vail Resorts before the company moved its physical headquarters to Broomfield, CO. in 2006. The town also is the home of Liberty Skis, an independent ski manufacturing company. Avon is located just off Interstate 70 to the west of Denver. Interstate 25 is the main north/south route through Colorado, connecting with Interstate 70, which is the main east/west route through Colorado, in the Denver Metro area. Denver is the capital city of Colorado and is located near the center of the state, approximately 82 miles East of Avon. Colorado is the most populated state in the Rocky Mountain Region and is a regional transportation hub for the nation. Market analysis involves the study of commercial real estate market conditions and the market conditions for a specific type of property. Proper and effective analysis of market conditions is an essential part of the valuation process. The reporting of this analysis provides the reader with insight into the motivation of market participants. Our description of the subject property location above began at the micro level moving outward to the macro level of significance in the larger context of a national scope. This macro level is where we begin our analysis, which provides the background for micro level analysis of the subject’s market area. Significant influences at the macro level typically have a direct bearing on property values at the micro level. National Analysis Changes in Gross Domestic Product (GDP) and total employment have historically shown a strong correlation to demand for commercial real estate. Analysis of these changes provides insight into current demand and expected changes in demand for commercial real estate. Changes in GDP have some correlation to all commercial property types and the correlation is most significant in the industrial and hospitality sector. The industrial sector historically shows an 80% correlation to changes in GDP while the hospitality sector is very near a 1 to 1 ratio. For example a 3.5% increase in GDP translates very well to a 3.5% increase in room demand. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 30 Recent changes in GDP are not significant. 2008 and 2009 reflect a cumulative decline in GDP of 3.8% while 2010 and 2011 reflect a cumulative increase in GDP of 4.7%. This indicates a net increase in GDP of 0.9% since 2007. This annualized increase of 0.225% is insignificant in relation to historical increases ranging from 1.10% to 3.50% annually from 2001 to 2007. This indicates that demand for commercial real estate is near the level of demand in 2007 without a significant increase in demand during a four year period. Increases in the most recent years reflect a change in direction and a tendency toward growth in demand. However, these most recent changes are not significant to indicate a trend toward growth in demand. Recent changes indicate that demand has ceased to decline and the demand for commercial real estate is stabilized at this level. Changes in each quarter through 2011 show increasing gains indicating a tendency toward growth. These increases could indicate the beginning of a trend to an increase in demand for commercial real estate. This data is not significant enough to conclude that the economy has entered a cycle of growth or that demand for commercial real estate is increasing, but indicates that the economy and demand for commercial real estate is stabilized at this level with some indications of future growth. Employment Growth Job growth is the most significant demand generator for all commercial real estate property types. The correlation of job growth to commercial real estate demand ranges from 70% to 90% depending on each property type segment used in the correlation analysis. Office, retail and industrial segments have the strongest correlation to job growth. Job growth is a leading indicator of commercial real estate demand. As job growth begins a pattern of increasing, increased demand for commercial real estate is expected to follow. The following table depicts historical job growth nationwide over the most recent years. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 31 Source: Realty Advisors – Chart, BEA - Data Job growth began to decline after 2007 and until that point had been increasing at a steady rate for several years. Following several years of negative job growth this correlation indicates that current demand for commercial real estate would be below the level of demand in 2007. The sharpest decline in job growth occurred in 2009 followed by a small decline in 2010 and small growth in 2011. These changes are not significant enough to depict a trend however it can be concluded that the decline in job growth has stabilized at this current level and a trend toward job growth can be anticipated, but not forecasted. Regional Analysis The same indications we consider on a national level, changes in GDP and total employment have the same correlation to demand for commercial real estate at the regional level. However, in addition to considering these changes at the state level it is important to consider the state as part of the whole, which is the national economy. We begin our analysis by considering changes in state GDP. Recent changes in state GDP are not significant. 2008 and 2009 reflect a cumulative decline in GDP of 3.8% while 2010 and 2011 reflect a cumulative increase in GDP of 2.0%. This indicates a net decline in GDP of 1.8% since 2007. This annualized decrease of 0.45% indicates demand for commercial real estate is below the level of demand in 2007. While recent years indicate improvements these increases in demand are not significant enough to indicate recovery. Increasing gain in each quarter through 2011 provide indications of economic recovery and the beginning of a trend toward increasing demand for commercial real estate. State GDP and job growth analysis provides greater insight when considered a part of the whole. To accomplish this, the total GDP of the state is considered as a percentage of national GDP. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 32 Percent of National Gross Domestic Product (GDP) State GDP and job growth analysis provides greater insight when considered a part of the whole. To accomplish this, the total GDP of the state is considered as a percentage of national GDP. The GDP growth of Colorado has lagged behind the national GDP growth in recent years. Considering GDP growth in relation to other states provides additional insight. State Gross Domestic Product Growth (GDP) Surrounding states are depicting more significant GDP growth. Texas, Wyoming and North Dakota are significantly outpacing the national GDP growth. Significant GDP growth in these states and to a lesser degree in other nearby states is largely due to oil and gas exploration. More significant GDP growth in nearby states indicates that Colorado is lagging in the economic recovery and as such provides some evidence that the GDP and job growth indicators for Colorado may be understating directional changes or trends. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 33 Job Growth There are clear indicators our job growth is making progress, however a solid foundation of continued labor market stability and growth has not occurred. National In spite of a stagnant economy, and relatively weak GDP growth, national economic indicators are showing signs recovery efforts are improving. Recent data confirms the US added a significant number of new jobs in the fourth quarter, with the national unemployment rate dropping from 9.1% to an encouraging, seasonally adjusted 8.6%. Further analysis reveals that new employment opportunities are spread across a variety of industries, suggesting that optimism for economic stabilization is becoming warranted. Source: CBRE Regional In the fourth quarter, both investment and user sales activity remained low with only a handful of significant sales occurring. However, activity levels are increasing and 2012 is forecasted to yield more transactions than occurred in 2011. Class A properties are maintaining their value more successfully than Class B and C properties. Distressed assets are still a factor in the market; however Colorado commercial properties have a lower debt ratio than many other similar sized markets. Colorado Job Growth Job growth is a leading indicator of commercial real estate demand. As job growth begins a pattern of increasing, increased demand for commercial real estate is expected to follow. The following table depicts historical job growth in Colorado during recent years. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 34 Job growth fell flat in 2008 and declined significantly in 2009. While the rate of decline slowed in 2010, it was not until 2011 that positive job growth returned. While the most recent period indicates modest job growth, cumulative job growth remains 5% below the levels of 2007. Demand for commercial real estate remains below demand levels of 2007. For the third straight quarter, the Denver metro area outpaced national job growth, with the unemployment rate decreasing from 8.5% to rest at 7.8%. The following graph depicts the recent improvements in metro area job growth. Source: Marcus and Millichap Job growth is the driver of demand for commercial real estate. Until significant job growth occurs, there will not be significant demand growth for commercial real estate. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 35 Market Conditions National Market Conditions As the national economy improves some markets are emerging as leading in the recovery stage while others are remaining stagnate. The following table depicts the ranking of the top national markets nationally. The top ranked markets are generally located on the East or West Coast and Texas. Denver is ranked at No. 15 reflecting an improvement from a ranking of No. 19 in 2011. Chicago is ranked at No. 16, and Salt Lake City is ranked at No. 21, however these markets declined from a rank of 13 and 16, respectively in 2011. St. Louis is ranked at No. 30 reflecting a slight improvement from a Rank of 31 in 2011. The Denver office improvement showed greater improvement than other nearby major markets. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 36 Employment Office-related jobs are expected to lead employment growth with the creation of 720,000 jobs in 2012, representing a 30% increase over 2011. The professional and business services sector are expected to reflect the largest increase. National employment trends have experienced a similar pattern to local employment trends. The following chart depicts historical changes in employment on a national level. Office-using employment and total employment growth remained consistent in 2010. Office-using employment has led total employment growth in 2011 and 2012. Many Texas markets have outperformed the nation overall in employment growth during the economic decline and continues to lead in employment growth during the recovery stage. The following chart depicts the markets with the greatest employment growth. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 37 Outside of Texas many of the markets with the highest employment growth are Western U.S. markets. While some markets have emerged as leading economic recovery other remain stagnant and are lagging the national level of employment growth. The following chart depicts the market with the lowest expected employment growth. Many of the markets with the lowest expected employment growth are located in the Mid-West. Construction Construction market with the highest number of completions expected for 2012 Washington DC the between 1.5 million square feet and 2.0 million square feet. The market with the lowest number of expected completions is San Diego with between 0.0 million square feet and 0.5 million square feet. The Midwest markets line between the markets with the highest and lowest. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 38 The market with the lowest number of expected absorptions is Denver with approximately 1 million square feet of absorption. The market with the highest expected absorptions is New York City with roughly over 3 million square feet. Stronger job growth and modest construction lower vacancy and lend traction to rent growth. A forecast doubling in demand to 47 million square feet in 2012 will dwarf the 22 million square feet of new supply, tightening vacancy to 16.6 percent. The chart depicts that the US had a decrease in vacancy in the 90’s with vacancy hitting a low in 2000. Starting in 2000 the chart depicts a rise in vacancy. Completion’s hit a high in 2001 with approximately 140 million square feet. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 39 Vacancy Vacancy fell 30 base points to 17.6 percent for the nation. Stronger job growth and modest construction lower vacancy and lend traction to rent growth. A forecast doubling in demand to 47 million square feet in 2012 will dwarf the 22 million square feet of new supply, tightening vacancy to 16.6 percent. Metro area vacancy rate trends inclined starting in 2008 as of 2010 there was a slight decrease. The US had a similar trend but where Metro was at roughly 14 percent the US was at roughly 21 percent. The charts depict highest and lowest expected vacancy rates. New York City is expected to have the lowest vacancy rate with roughly 10 percent, followed by Washington DC with approximately 12 percent. The market with the highest expected vacancy rates is Detroit with roughly 26 percent, followed by Las Vegas with approximately 25 percent. The US is expected to have a high roughly of 16 percent, and a low of 16 percent. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 40 Rent National asking and effective rents are expected to increase 2.0 and 2.8 percent, respectively, with stronger gains in limited supply, gateway markets. Effective rent gains have been sparked by the decrease in vacancy to 1.6 and 1.9 percent to $27.97 per square foot and $22.51 per square foot, respectively. The chart depicts office rent concession trends, changes from 2010 to 2012 are relatively small for effective rents. Concessions have had the same small changes in trends from 2010 to 2012. Sales In recent quarters, owner-users and value add investors have also been targeting small to mid-size office properties that are not necessarily “distressed” but post elevated vacancy or face near-term lease expirations. The average sale price increased 13.3 percent measured on an annualized basis to approximately $180 per square foot. This trend will persist through 2012 as local businesses take advantage of attractive property prices and still-low interest rates. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 41 Overall, cap rates in Denver average in the high-5 to 7 percent range for Class A assets, with smaller Class B/C deals typically trading between 8 and 9 percent. The office cap rates trends depict office caps rates leveling out as of 2011 while 10 year treasury rates are still declining. The price per square foot dropped starting in 2001 and continued to do so until between 2006 and 2007 where is started to increase. Conclusion As far as Capital Markets in general, lenders continue to be discriminating. Banks remain a source of relatively low-leverage financing for acquisitions of multi-tenant properties, and will also underwrite deals for three- and five-year terms. The income and appreciation potential in secondary markets and timely value-add investments, while significant, still face inherent risks as the limited sales activity outside the “preferred” close-in areas of primary markets has generated price discovery challenges. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 42 Regional Market Conditions The Denver office market is in the recovery stage. Redevelopment of Denver Union Station is a major public infrastructure project having an impact on the Denver office market. The historic Union Station is being redeveloped as the regional transportation hub for public transportation which includes light rail and buses operated by the Regional Transportation District. The project is expected to completed mid- year 2014 and is forecast to accommodate 205,000 daily passenger trips at that time. Initial phases of the project are complete and have produced an economic benefit. With new light rail lines extending into the metro are suburbs new Transit Oriented Development (TOD) projects are planned or recently developed and existing office properties located near rail lines are experiencing an increase in demand. Existing supply of office inventory still exceeds demand during this initial recovery stage. Transaction velocity remains low as a result of many owners continuing to hold properties in anticipation of improving market conditions. Distressed properties are a factor in the market keeping overall appreciation subdued. Demand for Medical office properties is strong in part due to an aging demographic. Employment Denver employment increased by approximately 22,000 jobs in the first half of 2012, which includes approximately 7,200 office-using positions. The financial services sector added roughly 4,000 jobs, business services sector added roughly 3,500 jobs. As the tourism sector has improved, the hospitality industry has increased employment by 5,700 jobs during the first half of 2012 with the majority of new jobs occurring during the second quarter. Overall employment is expected to increase by 34,000 jobs in 2012 which represents a 2.8 percent increase in total payroll. All employment began to increase in 2010 with office-using employment consistent with the increase in total employment growth. In 2011, office-using employment growth led total employment growth and in 2012, total employment growth is leading office employment growth indicating improvements in most sectors. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 43 Construction Denver construction activity is expected to increase when the market conditions warrant it. As it stands office inventory didn’t show a rise in the first half of the year. Despite that developers have two buildings due in the third quarter, which will expand the total office stock by 230,000. In addition, 270,000 square feet of owner- user space is projected to be completed in the third quarter. Developers are expected to bring 286,000 square feet of office space to the market this year, up from the 202,000 square feet that was finalized in 2011. Construction trends 2008 and 2009 completions were at a high, absorption trends were low. 2010 through 2012 completions have seen a considerable drop, with a rise in absorptions. Vacancy During the first six months of 2012 Denver vacancy had a significant drop of 18.6 percent. This is due to renewed leasing in prime corridors spurred by job growth. Stable inventory and expanding employment aided a drop in Class A vacancy to 15.3 percent during the first six months. Supply additions and large space vacations should slow the rate of decline in the second half of the year. The first two quarters of the year Class B/C vacancy dropped to 21.8 percent. Inventory additions during the third quarter will be countered by employment growth in the second half of the year, pushing demand higher. Overall vacancy is expected to end 2012 at 18.4 percent, down from 2011. The following chart depicts historical vacancy rate trends. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 44 Metro area vacancy rate trends inclined starting in 2008 as of 2010 there was a slight decrease. The US had a similar trend but where Metro was at roughly 14 percent the US was at roughly 21 percent. Class A properties as well as Class B/C properties had similar vacancy trends as far as increase and decrease. However Class B/C had higher percentages than Class A properties. Strong leasing activity in the Central Business District pushed vacancy down to 13 percent, a 220-basis points drop year over year. The Submarket ranking for the Denver area show that central business district is ranked one, while northeast is ranked eight. The following table depicts the vacancy rate by sub-market. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 45 Rent Denver asking rents have increased 1 percent to $21.68, while effective rents increased 1.2 percent to $16.70. Class A rents within 3.4 percent of the five-year peak set in 2008. Class B/C asking rents rose 1.2 percent to $18.41 per square foot, as the chart below depicts. Sales Transaction trends show that the prices per square foot increased slightly from 2010 to 2011, followed by a slight decrease from 2011 to 2012. Conclusion Lease rates have stabilized and vacancy rates are beginning to decline. Employment growth drives demand for office space and is increasing with office using jobs leading employment growth. The market is in the beginning of the recovery stage and economic indicator indicate a trend toward lower vacancy and positive rent growth. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 46 Highest and Best Use Highest and best use is defined in the 4th edition of the Dictionary of Real Estate Appraisal (Appraisal Institute, Chicago, 2002) as follows: “The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legally permissible, physically possible, financially feasible, and maximum productivity.” The highest and best use analysis involves three steps: Step 1 Analysis of the site as though vacant. A determination must be made to leave the site vacant or to improve the site. Step 2 If it is concluded that the site should be improved, then the ideal Improvement must be determined. Step 3 A comparisons between the existing improvement and ideal Improvement must be made to determine if the existing improvement should be maintained or modified to conform to the ideal improvement. As Though Vacant Legally Permissible According to the City of Avon, the appraised property is located in the PUD zoned district. This district provides for most office, retail and other similar commercial uses. Physically Possible The subject’s site is large enough to accommodate small commercial uses. The subject’s site is mostly level and is accommodating to construction of these types of improvements. The site could accommodate most of the legally permissible uses. Financially Feasible Surrounding land uses are predominately office and retail. Beaver Creek Blvd is a main commercial corridor with predominately office, retail and hospitality uses located along Beaver Creek Blvd. Office, retail and mixed use properties are all financially feasible. Maximum Productivity The Principle of Conformity indicates that a property tends to reach maximum value when the neighborhood is reasonably homogeneous. Retail requires exposure and the subject property sits away from front to Beaver Creek Blvd. and as such is not ideally suited for retail development. As such, office development would be maximally productive during market conditions that are favorable for new development. Current market conditions are not conducive to new development. Therefore, the maximally productive and Highest and Best Use of the property as if vacant is to hold for future development. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 47 As Improved The final step in the highest and best use analysis is to compare the existing use with the ideal improvements. The appraiser applies the tests of physically possible, legally permissible, and financially feasible to determine if the existing improvements can be modified to resemble the ideal improvements. Legally Permissible The existing improvements comply with the requirements of the zoning classification, and are a legally permissible use. Physically Possible The existing improvements are in overall average to good condition. Modifications to the existing improvements that would more closely conform with the ideal improvements include updating, repair, and renovation. Such modifications to the existing improvements and are physically possible. Financially Feasible Modifications to the existing improvements are financially feasible if they result in a value that is equal to or greater than the cost of the modification. Repair of deferred maintenance items prevent deterioration of existing income streams and are considered financially feasible. Declining rents and increasing vacancy rates does not provide a sufficient increase in income to justify additional renovations or updating to the property at this time. Maximum Productivity The Highest and Best use of the property is the existing use. The subject improvement contributes value to the site in it’s “as is” condition, meaning that the current value of the subject property “as is” exceeds the land value of the subject property “if vacant” less the cost of demolition. Therefore, demolition of the existing improvements to construct the ideal improvements is not financially feasible at this time. Replacement and repair of any deferred maintenance items are the only financially feasible improvements leading to the maximum productivity of the property. The Highest and Best Use “As Improved” is continued use of the “as is” improvements with repair of deferred maintenance items. . 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 48 The Appraisal Process The Sales Comparison Approach is generally the most applicable method of valuation for owner occupied commercial properties and is also considered as a secondary consideration by investors considering income producing properties. Income producing property investors will typically give secondary consideration to the Sales Comparison Approach. Therefore, the Sales Comparison Approach is applicable to the subject property and is developed. The Income Approach is generally the most applicable method of valuation for income producing commercial real estate. Income producing property investors give primary consideration to the Income Approach; Therefore, The Income Approach is applicable for properties such as the subject and is developed. The Cost Approach is most applicable to newer properties without significant depreciation. The underlying assumption and basis for the Cost Approach is that a buyer will pay no more for an existing property than what they could build a new property for of similar functional utility without undue delay. To value is excluded. As a property ages physical and functional depreciation can become so significant that the cost to build a similar property with similar functional utility and no depreciation far exceeds to cost of an existing property with depreciation. When this is the case, a buyer considering an older property with significant depreciation, will not typically consider as an alternative building a new property without depreciation at a significantly higher price. In fact, as the price gap increases substantially, the different pricing tier is such that a buyer in one price tier (higher or lower) would not consider a purchase in the other price tier. The subject property is a newer property with significant unfinished space and a buyer considering the purchase of the subject property would typically consider as an alternative building a new property with similar functional utility. Therefore, Cost Approach is applicable and is developed. Traditionally, the final step in the valuation analysis is the reconciliation of the value indications by the various approaches performed. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 49 SALES COMPARISON APPROACH The comparable sales were confirmed by the following sources: CoStar Comps, Reis Data, Realist property data, Loopnet, County records, and parties involved in the transactions (when possible). The below listed sales reviewed are concluded to be the most indicative of the subject’s market value. The comparable sales are summarized on the table which follows. COMPARABLE SALE SUMMARY TABLE Subject SALE NO. 1 SALE NO. 2 SALE NO. 3 SALE NO. 4 SALE NO. 5 SALE NO. 6 Address 140 W Beaver Creek Blvd 211 Eagle Rd 265 Dillon Ridge Rd 232 S Main St 320 S Main St 1060 W Beaver Creek Blvd20 Eagle Rd City Avon Avon Dillon Breckenridge Breckenridge Avon Avon Proximity See Map See Map See Map See Map See Map See Map Sale Date 18-Dec-13 30-Oct-12 31-Dec-12 12-Sep-13 Active Active Sale Price $4,700,000 $4,395,000 $2,000,000 $2,792,000 $1,175,700 $2,100,000 Doc No.24848 1006831 1012435 1036805 NA NA Buyer Name 211 Eagle Rd LLC Kona LTD LLC Double H LTD Go Holdings LLC NA NA GBA 16,694 11,993 6,158 8,255 4,268 8,865 Land Area 63,598 68,825 6,098 11,326 1,307 40,511 Property Rights Leased Fee Leased Fee Fee Simple Leased Fee Leased Fee Leased Fee Conditions of Sale Cash Equiv.Conv.Conv.Cash Equiv.0 0 Financing Terms NA 58%LTV 51%LTV NA NA NA Lender NA Colorado St Bk & Tr Wells Fargo BK NA NA NA NA Buyer Expenditures None Noted None Noted None Noted None Noted None Noted None Noted Market Conditions No Adjustment No Adjustment No Adjustment No Adjustment Active -10%Active -10% Adj. Sales Price $4,700,000 $4,395,000 $2,000,000 $2,792,000 $1,058,130 $1,890,000 Adj. PPSF $281.54 $366.46 $324.78 $338.22 $247.92 $213.20 Property Type Office Office Office Office Office Office Office Property Class Class C Class C Class C Class C Class C Class C Class C Year Built 2003 1995 5%2008 -3%1895 14%1978 14%1994 5%1978 14% Condition Average Average Average Average Average Average Average Quality Masonry Masonry Masonry Masonry Masonry Masonry Masonry GBA 16,273 16,694 11,993 -10%6,158 -23%8,255 -18%4,268 -27%8,865 -17% Location Avon Avon Dillon Breckenridge Breckenridge Avon Avon Appeal Average Average Average Average Average Average Average Exposure Central Core Central Core Central Core Central Core Central Core Peripheral 25%Peripheral 25% Visibility Interior Interior Interior Corner Interior Interior Corner Access Good Good Good Good Good Good Good Tenancy Multi Multi Multi Single Multi Multi Multi Parking Ratio 2.703865298 2.17 6.83 1.31 0.61 4.76 5.68 Land Size 50,138 63,598 68,825 6,098 11,326 1,307 40,511 Land/Blg Ratio 3.08 3.81 -2%5.74 -8%0.99 7%1.37 5%0.31 9%4.57 5% Adj. Land Use Commercial Commercial Commercial Commercial Commercial Commercial Commercial Net Adjustment 3%-21%-2%1%12%27% Dollar Adjustment $8.45 -$76.96 -$6.50 $3.38 $29.75 $57.56 Adjusted Price/SF $289.98 $289.51 $318.29 $341.60 $277.67 $270.76 Weight 35%15%10%20%10%10% 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 50 Sales Comparison Summary The comparables used reflect the best comparables that are available for the subject property and are similar enough to the subject in all factors that have an impact on value to produce a credible result via the Sales Comparison Approach. Adjustments Applied to Comparable Sales: Market Conditions: Active listings are adjusted to reflect typical negotiations between buyers and sellers. The amount of adjustment is based on analysis of the list to sale price ratios of other similar properties located within the subject’s market area. Age: The effective age of a property can be a significant factor that has an impact on value. Analysis of the comparable sales used in the appraisal indicates an adjustment for differences in effective age is warranted. The amount of adjustment (1.78% per year of actual age), is based on analysis of the comparable sales used in the appraisal. Specifically, secondary paired data analysis of Comparable No. 2 to Comparable No. 5. Comparable No. 3 is a historical property with a significantly different actual age and a similar effective age to that of Comparable No. 4 and a similar adjustment is applied. Gross Building Area: Market data indicates that larger properties typically achieve a lower price per square foot when compared to smaller properties. An adjustment for differences in size is extracted through analysis of the comparable sales used in this appraisal. Specifically, secondary paired data analysis of Comparable No. 1 and Comparable No. 3 indicates an adjustment of 1% for each 2.7% difference in size is warranted. Land/Bldg Ratio: Properties with a significant difference in land to building ratio may have an impact on value as higher land to building ratios often indicate additional development opportunity for expansion and significantly lower land to building ratios may indicate inferior functional utility. Adjustments for land to building ratios are based on analysis of the comparable sales used in the appraisal. Specifically, secondary paired data analysis of Comparable No. 1 and Comparable No. 2. This analysis indicates a 1% adjustment for each 0.32 difference in land/building ratio. Details of each comparable are presented in the following pages. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 51 Improved Sales Location Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 52 Address Proximity to Subject Sale Date Sale Price GBA Land/Bldg Ratio Year Built Condition Exposure Appeal Weight in Weighted Scale Features Sale No. 1 Average 211 Eagle Rd 12/18/2013 16,694 1995 See Map $4,700,000 3.81 35% Central Core Average Sale No. 1 is a 19 year old office building. This property features a two story building located on a 1.46 acre lot, 50 parking spaces and a two car garage. This corporate facility amentias include gym, pool, and conference space. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 53 Address Proximity to Subject Sale Date Sale Price GBA Land/Bldg Ratio Year Built Condition Exposure Appeal Weight in Weighted Scale 10/30/2012 $4,395,000 Sale No. 2 Features 265 Dillon Ridge Rd See Map 11,993 5.74 2008 Average Central Core Average 15% Sale No. 2 is a 6 year old commercial office building. This property features 11,993 square foot one story building on a 1.58 acre lot. Anchor tenants include The UPS Store, and Noodles. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 54 Address Proximity to Subject Sale Date Sale Price GBA Land/Bldg Ratio Year Built Condition Exposure Appeal Weight in Weighted Scale 12/31/2012 $2,000,000 Sale No. 3 Features 232 S Main St See Map 6,158 0.99 1895 Average Central Core Average 10% Sale No. 3 is a 119 year old office building. This property features a 2 story 6,158 square foot building located in a .14 acre lot. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 55 Address Proximity to Subject Sale Date Sale Price GBA Land/Bldg Ratio Year Built Condition Exposure Appeal Weight in Weighted Scale 9/12/2013 $2,792,000 Sale No. 4 Features 320 S Main St See Map 8,255 1.37 1978 Average Central Core Average 20% Sale No. 4 is a 36 year old mixed use building. This property feature a 8,255 square foot building located on a .26 acre lot, with parking, the main floor is being used as a retail space. Upstairs features vaulted ceilings, private restrooms and shower, can be used as an office space. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 56 Address Proximity to Subject Sale Date Sale Price GBA Land/Bldg Ratio Year Built Condition Exposure Appeal Weight in Weighted Scale Active $1,175,700 Sale No. 5 Features 1060 W Beaver Creek Blvd See Map 4,268 0.31 1994 Average Peripheral Average 10% Sale No. 5 is a 20 year old office building. This property features 4,268 square foot building on a .03 acre lot. The building consist of 6 condo units which can be configured from anywhere 1400 square feet up to the entire building. Featuring conference space, and high end finishes, 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 57 Address Proximity to Subject Sale Date Sale Price GBA Land/Bldg Ratio Year Built Condition Exposure Appeal Weight in Weighted Scale Active $2,100,000 Sale No. 6 Features 20 Eagle Rd See Map 8,865 4.57 1978 Average Peripheral Average 10% Sale No. 6 is a 36 year old office building. This property features a three story 8,865 square foot building on a .93 acre lot. Building features good visibility and parking. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 58 Correlation of Comparable Sales: Comparable No. 1 is the most proximate comparable and is given the greatest consideration. Comparable No. 4 is a recent sale and is given greater consideration. Comparable No. 5 and Comparable No. 6 are active listings and are given the least consideration. Each of the comparable sales is given consideration in the following weighted scale. SALE NO.PRICE/SF WEIGHT INDICATOR 1 $289.98 35%$101.49 2 $289.51 15%$43.43 3 $318.29 10%$31.83 4 $341.60 20%$68.32 5 $277.67 10%$27.77 6 $270.76 10%$27.08 TOTAL 100%$299.91 WEIGHTED SCALE - Price Per Square Foot Conclusions: The comparables used in the analysis all have had tenant finish completed and the subject has no interior tenant finish. Therefore, an additional adjustment for tenant finish must be applied to the value indicated by comparables with tenant finish. The value indication and tenant finish expense calculations are presented below. Square Feet Indicated PPSF Value Indication Rounded 16,273 $299.91 $4,880,479 $4,880,000 Square Feet Indicated PPSF Value Indication Rounded 16,273 $75.00 $1,220,475 $1,220,000 Value Indication Tenant Finish Expense The following table presents the concluded “as is” value of the subject by the Sales Comparison Approach: Finished Value Indication $4,880,000 Less Tenant Finish Expense -$1,220,000 "As Is" Value Indication $3,660,000 Value Indication 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 59 INCOME CAPITALIZATION APPROACH The Income Approach is a method of converting the anticipated economic benefits of owning a property into a value estimate through capitalization or discounting. The principles of anticipation and substitution underlie this approach. Investors recognize the relationship between the income a real property can generate and its value. In order to value the anticipated economic benefits of a particular property, potential income and expenses must be estimated, and the most appropriate capitalization method applied. By the same token, investors will pay no more for a property than it would cost to purchase an acceptable substitute potential income. This investment may be realty or some other commodity. The two most common methods of converting net income into value are direct capitalization and discounted cash flow analysis. In direct capitalization, net operating income is divided by an overall rate extracted from the market to indicate a market value. In the discounted cash flow method, anticipated future net income streams and a reversionary value or refinance are discounted to an estimate of net present value at a chosen yield rate. The direct capitalization method is most appropriate for the subject property. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 60 Analysis of Tenancy The subject property is not occupied. Expense Allocation The market rents for the comparables are typically triple net lease with the tenant responsible for the majority of expenses. Based on this information, the property expenses would typically be allocated as follows: Expense Item Property Owner Expense Tenant Expense Property Taxes 0%100% Insurance 0%100% Utilities 0%100% Maintenance 0%100% Reserves 100%0% Management 100%0% Expense Allocation of Existing Leases Potential Gross Income Market rent comparables have been analyzed to estimate what market rent is for the subject property. Market rent is the basis for estimating the market value of the fee simple estate or interest. Market rent is what a property should rent for based on a study of rental rates of similar, competing properties in the market. Contract rent is used to determine the leased fee interest in a property; market rent is used to determine the fee simple interest in a property. In either case, market rent is estimated to reach a determination if the subject’s contract rent is above, below or at market rates. Summary of Market Rent Comparables The appraisers selected rent comparables most similar to the subject’s space. The comparables reflect market rent for similar space. Several comparable rentals were analyzed, but these were concluded to be the best indicators of market rent for the subject. The rent comparables utilized are summarized and compared to the subject in the following table. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 61 Lease Comparable Adjustment Table Subject COMP NO. 1 COMP NO. 2 COMP NO. 3 COMP NO. 4 COMP NO. 5 COMP NO. 6 Address 140 W Beaver Creek Blvd 70 Benchmark Rd #20570 Benchmark Rd 1060 W Beaver Creek Blvd37347 US Hwy 6 70 Benchmark Rd #102137 Benchmark Rd City Avon Avon Avon Avon Avon Avon Avon Proximity See Map See Map See Map See Map See Map See Map Lease Rate $22.00 $26.00 $16.32 $24.00 $18.00 $17.00 Lease SF 1,335 2,073 4,268 3,596 1,072 23,685 Lease Terms NNN NNN NNN NNN NNN NNN CAM / NNN Adj.$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Effective Rent $22.00 $26.00 $16.32 $24.00 $18.00 $17.00 Free Rent None None None None None None TI's None None None None None None Adj. Rent PSF $22.00 $26.00 $16.32 $24.00 $18.00 $17.00 Adj. RPSF $22.00 $26.00 $16.32 $24.00 $18.00 $17.00 Year Built 2003 1994 1994 1994 1997 1994 1985 Condition Average Average Average Average Average Average Average Property Class Class C Class B Class C Class C Class C Class B Class C Quality Frame Masonry Masonry Masonry Masonry Masonry Masonry Leased Space 12,273 1,335 2,073 4,268 3,596 1,072 23,685 Appeal Average Average Average Average Average Average Average Exposure Arterial Collector Collector Collector Arterial Collector Collector Visbility Good Corner Corner Corner Interior Corner Corner Access Good Average Average Average Average Average Average Adj. Land Use Commercial Commercial Commercial Commercial Commercial Commercial Commercial Net Adjustment 0%0%0%0%0%0% Dollar Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Adjusted Rent/SF $22.00 $26.00 $16.32 $24.00 $18.00 $17.00 Weight 20%25%15%20%10%10% 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 62 Rent Comparables Location Map 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 63 Address Lease Rate Condition Visibility Appeal Exposure Address Lease Rate Condition Visibility Appeal Exposure Rent Comparable No. 1 Rent Comparable No. 2 70 Benchmark Rd #205 Average $22.00 Corner Average $26.00 Collector 20%Weight in Weighted Scale Weight in Weighted Scale 25% 70 Benchmark Rd Average Collector Average Corner 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 64 Address Lease Rate Condition Visibility Appeal Exposure Address Lease Rate Condition Visibility Appeal Exposure 37347 US Hwy 6 $24.00 Average Interior Average Arterial Rent Comparable No. 3 Weight in Weighted Scale 20% Weight in Weighted Scale 15% Rent Comparable No. 4 1060 W Beaver Creek Blvd $16.32 Average Corner Average Collector 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 65 Address Lease Rate Condition Visibility Appeal Exposure Rent Comparable No. 5 Weight in Weighted Scale 10% 70 Benchmark Rd #102 $18.00 Average Corner Average Collector Market Rental Summary The comparable rental properties utilized in the appraiser’s analysis are located within the subject’s market area. The adjustment grid presented here arrives at an estimated market rent for the subject property. RENT COMP PRICE/SF WEIGHT INDICATOR 1 $22.00 20%$4.40 2 $26.00 25%$6.50 3 $16.32 15%$2.45 4 $24.00 20%$4.80 5 $18.00 10%$1.80 6 $17.00 10%$1.70 TOTAL 100%$21.65 WEIGHTED SCALE 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 66 Concluded Potential Gross Rental Income As previously discussed, the potential gross rental income is based on market rent in valuing the fee simple estate. Market rent is applied to the subject property to determine the Potential Gross Income of the property as depicted below. Potential Rental Income (Fee Simple)$352,277.90 Plus: Expense Reimbursements $120,946.00 Plus: Other Income $0.00 Total Potential Gross Income $473,223.90 Potential Gross Income Vacancy and Collection Loss Market conditions have softened in recent years; however, properties in the immediate vicinity are in demand. The subject property is encumbered by a long term lease with a national credit tenant; there is no vacancy or collection loss risk during the current term of the lease until the next termination window. Based on our findings and discussions with area brokers, a market vacancy and collection allowance for other similar properties of 10.0% is concluded. This vacancy and collection allowance would typically be applied to an estimate of the fee simple estate or the leased fee estate if a unit is vacant or if the current lease term was short enough in duration to anticipate tenant turnover during a typical holding period of 7- to 10-year. Operating Expenses The comparables are all leased on a triple net basis. Under the terms of a NNN lease the tenant is responsible for all expenses except management and reserves. This is a common lease term for the subject property. Management fees are based on typical management charges for similar properties. Projected operating expenses for the subject are summarized as follows. Broker Guidelines Expense Item Total 16,273 SF $/SF Property Taxes $34,046 $1.00 - $2.50 Insurance $4,200 $0.25 - $1.00 Utilities $42,500 $2.50 - $3.50 Maintenance $25,000 $1.50 - $3.00 Reserves $4,500 $0.20 - $0.50 Janitorial $8,500 $0.50 - $1.00 Administrative $3,200 $0.20 - $0.50 Legal/Accounting $3,500 $0.20 - $0.50 Management $15,853 4% - 7% EGI Total Expenses $141,299 Estimated Expenses $2.09 $0.26 $8.68 $/Sq.Ft. $0.52 $0.20 $0.22 $2.61 $1.54 $0.28 $0.97 Property taxes are based on the actual assessment. All other expenses are based on a consensus of broker guidelines, and on a review of industry standards. The concluded property management expense is based on an industry standard of 5.0% of effective gross rental income. This expense typically ranges from 2% to 6% for similar properties. The subject is in overall average to good condition. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 67 Reimbursed Expenses Each of the rent comparables used to determine the Potential Gross Income indicate market rents reflecting NNN terms. Under a triple net lease, all of the expenses except management and reserves are paid by the tenant. These are depicted as expense reimbursements for purposes of our analysis; however these are paid by the tenant directly. Income and Expense Summary Potential Rental Income (Fee Simple)$352,277.90 Plus: Expense Reimbursements $120,946.00 Plus: Other Income $0.00 Total Potential Gross Income $473,223.90 Less: Vacancy and Collection Loss 10%$47,322.39 Effective Gross Income $425,901.51 Less: Operating Expenses $141,298.51 Net Operating Income $284,603.01 Income and Expense Summary Direct Capitalization The capitalization rate is developed based on appropriate sources. Buildings like the subject are typically purchased by investors. The appraisers’ research includes survey data and analysis of specific market data. MARKET DATA The table below depicts capitalization rates indicated by other similar sales and active listings on the effective date of appraisal, which are most reflective of the alternatives and investor in this property type would consider. Type Sale Date Address City Size Sales $NOI OAR Office Subject 140 W Beaver Creek Blvd Avon 16,273 N/A $3,661 6.50% Office Active 101 W Main St Frisco 22,910 $2,999,000 $143,952 4.80% Office 1/2/2014 555 Corporate Cir Golden 56,753 $14,250,000 $855,000 6.00% Office 1/6/2014 827 Lincoln Ave Steamboat Springs 1,910 $670,000 $40,200 6.00% Office 12/17/2012 10576 W Alameda Pkwy #2 Lakewood 2,476 $267,206 $18,704 7.00% Office 4/30/2013 1113 Washington Ave Golden 9,115 $1,695,000 $129,329 7.63% Office 5/31/2013 320 Interlocken Broomfield 40,723 $5,200,000 $402,480 7.74% Office Active 1625 Miner St Idaho Springs 2,900 $619,900 $49,592 8.00% Office 11/30/2012 500 & 560 Golden Ridge Rd Golden 100,800 $13,650,000 $1,194,375 8.75% Office Active 210 Edwards Village Blvd Edwards 1,000 $275,000 $27,500 10.00% Market Derived Capitalization Rates 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 68 Applied Capitalization Rate The subject is a newer property located in the central core and as such represents a lower level of risk. Therefore, a capitalization rate in the lower half of the range is appropriate. Indicated Value from Direct Capitalization Analysis Direct Capitalization Based on the preceding indications, the indicated market value of the fee simple interest in the subject property is calculated as follows: Subject Net Operating Income Capitalization Rate Value Indication Rounded $284,603 6.50%$4,378,508 $4,400,000 $4,400,000 Less Tenant Finish Costs $1,220,000 Concluded Value by The Income Approach $3,180,000 Indicated Value Indicated Value by The Income Approach 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 69 Cost Approach This approach to value is based on the assumption an informed purchaser would pay no more than the cost of producing a substitute property with the same utility as that of the subject property assuming no undue delay due to construction. The reproduction cost or replacement cost is made herein. The Cost Approach involves the following steps in its application: 1. Estimate land value as if vacant and available for development to its highest and best use; 2. Estimate replacement or reproduction cost new for the proposed improvements; 3. Estimate entrepreneurial profit, if applicable; 4. Estimate the accrued depreciation caused by physical deterioration, functional causes, and/or external influences; 5. Deduct accrued depreciation from the improvement's replacement or reproduction cost new to arrive at the present depreciated cost estimate of the proposed improvements; 6. Add the land value to the depreciated cost estimate to arrive at a value indication by the Cost Approach. Land Valuation The Sales Comparison Approach has been utilized to indicate the value of the subject underlying land "as if vacant.” The subject’s market was researched for transfers of properties purchased for commercial development. Comparable land sales are summarized in the following table: Address City Parcel Size Zoning Sale Date Sales Price PPSF 970 010 Mile Dr Frisco 50,094 Commercial 10/11/2013 $2,300,000 $45.91 266 Continental Ct Breckenridge 25,265 Commercial 12/9/2013 $375,000 $14.84 570 Adams Ave Silverthorne 6,970 Commercial 12/16/2013 $75,000 $10.76 375-385 Warren Ave Silverthorne 165,528 Commercial Active $2,000,000 $12.08 956 W Anemone Tr Dillon 44,431 Commercial Active $699,900 $15.75 Comparable Land Sales Each of the comparable land sales are given consideration in the following weighted scale: Sale No.PPSF Weight Indication 1 $45.91 30%$13.77 2 $14.84 20%$2.97 3 $10.76 15%$1.61 4 $12.08 15%$1.81 5 $15.75 20%$3.15 Indicated PPSF $23.32 Weighted Scale Land Value Conclusion Based on the land sale comparables, the estimated land value is as follows: Subject Lot Size PPSF Land Value 50,138 $23.32 $1,169,192 Rounded $1,169,000 Land Value Conclusion Improvement Valuation 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 70 Improvement costs are based on the Marshall Valuation Service (MVS), a national cost estimating service updated monthly with local and current cost multipliers. Marshall Valuation Service provides estimates of replacement cost. The calculator method is used wherein a base cost per square foot is estimated and adjustment factors are applied. The following items are included in the base cost estimate.  Typical architect's and engineer's fees.  Performance bonds, processing fees, and service charges.  Normal site preparation, back-fill, and finish grading.  All building materials, labor, and supervision.  Sales tax on building materials.  Normal interest on building funds.  Workman's compensation and related insurance.  Utility lines from the structure to the lot line.  Contractor's profit and overhead. Costs not included in the base cost are derived from market data and include site improvement costs, real estate taxes, contingency fees, financing fees, leasing commissions, marketing costs, and entrepreneurial profit. The various components of the Cost Approach are discussed in the following paragraphs. Direct Costs Space classification and base costs per square foot are summarized in the Cost Approach Calculations table. Depreciation parameters are also included in the table. Other Direct Costs: In addition to the above estimated direct building costs there are other direct costs associated with the subject's site improvements. The contributory value of these costs will be included in the summary below. Indirect Costs Indirect costs account for connection fees (impact fees), construction loan fees, construction loan interest, legal and consulting fees, land taxes during construction of the improvements, developer's risk insurance during construction, leasing commissions, marketing costs, and a contingency fee. Entrepreneurial Profit Entrepreneurial profit is not an estimate of general contractor's profit, which has already been accounted for, but instead is an additional amount accruing to the developer for combining the factors of production. Profit margins vary widely, depending on many factors such as supply and demand, financing packages, and the negotiating ability of the developer. Entrepreneurial profit generally ranges from 10% to 25% for typical property developments in “normalized” market conditions. Accrued Depreciation 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 71 In order to estimate the contributory value of the improvements, depreciation must now be subtracted from the replacement cost new. Accrued depreciation accounts for the loss in value between an improvement's replacement cost new and its market value as of the date of the appraisal. There are three basic sources of accrued depreciation. 1. physical deterioration (i.e., deferred maintenance); both curable and incurable 2. functional obsolescence; both curable and incurable; and 3. external obsolescence. Physical Deterioration Curable physical deterioration is a curable defect also known as deferred maintenance. Deferred maintenance was discussed in the property description section of this report and will be incorporated herein. Incurable physical deterioration is that deterioration considered not practical or cost feasible to correct. This depreciation results from normal wear and tear on the improvements due to natural aging. This amount is estimated by the age-life method. The subject’s estimated total physical life, effective age, and resulting incurable physical deterioration are summarized below. Effective Age & Economic Life Chronological Age 11 years Effective Age 4 years Total Economic Life 50 years Remaining Economic Life 46 years Accrued Physical Incurable Depreciation 8.00% Functional Obsolescence Functional obsolescence is the loss in value due to a design flaw and may be curable or incurable. Functional obsolescence is caused by a deficiency or a superadequacy. Since replacement cost estimates the cost new assuming new materials and functional design and layout with good utility, there would not be incurable functional obsolescence. The subject is considered a functional property with no deficiencies or superadequacies. External Obsolescence External obsolescence is the loss in value resulting from negative factors located outside the subject's boundaries and is almost always incurable. The subject is not considered to suffer from external obsolescence. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 72 Cost Approach Conclusion: The following table summarizes the estimated Cost Approach value. For consistency with the analysis in other approaches, tenant improvement costs are depicted, no depreciation is applied to tenant improvement costs and then tenant improvement cost are removed of backed out. Direct Costs Above Grade GBA Base Cost Units Cost/SF Section Cost Total Cost Base Structure 16,273 $64.47 $1,049,120 Exterior Walls 16,273 $17.14 $278,919 Heating and Cooling 16,273 $13.15 $213,990 Elevator 1 $66,500 $66,500 Fire Prevention 16,273 $2.92 $47,517 Basic Structure Cost $1,656,047 Interior Finish Cost Units Cost/SF Section Cost Total Cost Tenant Improvements 16,273 $75.00 $1,220,475 $1,220,475 Total Direct Costs $2,876,522 Indirect Costs % of Hard Cost Hard Cost Soft Cost Soft Costs 8%$2,876,521.64 $230,122 Entrepreneurial Profit 15%$2,876,521.64 $431,478 Total Soft Cost and Entrepreneurial Profit $661,600 Total Replacement $3,538,122 Less Depreciation 8.00%$132,484 Depreciated Value of Improvements $3,405,638 Land Value $1,169,000 Value Indicated by Cost Approach $4,574,638 Less Tenant Finish Cost (backed out)$1,220,475 "As Is" Value Indicated by Cost Approach $3,354,163 Rounded $3,350,000 Cost Approach Calculations The Cost Approach is limited by the subjective method of estimating depreciation, the uncertainty of developer’s profit, and the general method of estimating replacement cost. The estimated value of the subject property by the Cost Approach is: Depreciated Value of Improvements Land Value Value Indication Rounded $2,185,163 $1,169,000 $3,354,163 $3,350,000 $3,350,000 Indicated Value Concluded Value by The Cost Approach 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 73 Reconciliation of Value Indicated values by the Income Capitalization, Cost Approach and Sales Comparison approaches are summarized as follows: Approach Value Sales Comparison Approach $3,660,000 Income Approach $3,180,000 Cost Approach $3,350,000 Concluded Value $3,280,000 Reconcliation of Value The Sales Comparison Approach is predicated on the principle that an investor would pay no more for an existing property than for a comparable property with similar utility. This approach is most often used by potential purchasers intending to utilize a property as owner occupants. The Income Approach is the most applicable method of valuation for investor purchased properties. This approach is predicated on the principles of substitution and anticipated economic benefits. Therefore, it best reflects the income characteristics of the subject and is given greater weight. The Cost Approach is predicated on the Principle of Substitution in that a buyer would consider as an alternative constructing a new property. The subject property would likely be considered by investors making a purchase decision based on the anticipated future income the property will generate. Therefore, the Income Approach to value is considered the better indicator. As a result of the preceding discussion, the market value concluded by this complete appraisal for the fee simple interest in the subject property, as of March 20, 2014, is: “AS IS” VALUE THREE MILLION TWO HUNDRED EIGHTY THOUSAND DOLLARS $3,280,000 The value estimates are based on the definitions, assumptions, limiting conditions, and certification in the report and any hypothetical conditions and/or extraordinary assumptions. By this reference, the Addendum is made an integral part of this report. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 74 Value of Property without Parking The subject’s zoning has a parking requirement of 44 total parking spaces for the subject property and provides allowances for shared parking, off-site parking and parking requirements being met from parking on a different parcel owned by a different owner. The zoning approval provides a variety of options to meet the parking requirement. The appraised value includes the allocation of the required parking spaces located on an adjacent parcel. These spaces are located in the Sheraton parking garage and surface lots. The scope of work off the appraisal includes a value conclusion of the subject property with parking and a value conclusion without parking. A value of the subject property without parking would involve multiple hypothetical conditions. The definition of a hypothetical condition is: That which is contrary to what exists but is supposed for the purpose of analysis. Specific to this assignment to reach a value conclusion of the subject property without parking would involve the following hypothetical conditions. 1. The subject property does not have an allocation of required parking on an adjacent parcel. 2. The subject’s parking requirements do not exist. a. An alternative would be the application of the hypothetical condition that an approval could be achieved for the parking requirements to be waived. Hypothetical condition No. 2 would be required because the subject property without meeting the existing parking requirements would not be permitted to be occupied and would in effect result in an absurd condition in effect rendering the property improvements ineffective. An alternative to the above stated Hypothetical Condition No. 2 would be an extraordinary assumption that the that the parking requirement could be met by the property owner obtaining off-site parking from other parcels which would satisfy existing zoning requirements. Hypothetical Condition and Extraordinary Assumption Based on the analysis which is summarized above the following hypothetical condition and extraordinary assumption are applied to the value conclusion of the subject property without parking. Hypothetical Condition: The subject property does not have an allocation of required parking on an adjacent parcel. Extraordinary Assumption: The parking requirement could be met by the property owner obtaining off-site parking from other parcels which would satisfy existing zoning requirements. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 75 Value of Parking To determine the value of required parking or the cost associated with obtaining the required parking the Income Approach and Sales Comparison Approach are each developed. Due to limited availability of market data each approach will have strengths and weaknesses which is considered in the final reconciliation. Income Approach The potential income generated by parking can be capitalized into a value conclusion. Area parking rates are surveyed along with parking demand to arrive at an annual potential revenue and an appropriate capitalization rate is applied to reach a value conclusion. Available rate information is limited to daily rates which are presented in the following table. Location Daily Westin $20 Westin Non Guest $30 Lionshead $20 Vail Cascade Resort $18 Vail Ski Resort $25 Concluded Daily Rate $20 Area Parking Rates The majority of parking areas have a daily reach which applies during ski season and are free parking during months outside of the ski season. As such a parking space in the subject’s market would only be expected to generate revenue during the ski season. The following table depicts the calculations leading to the number of days in a year a parking space could be expected to achieve the daily rate, the potential annual revenue and the capitalization of revenue arriving at a value per parking space. Paid Parking Days 150 Season Occupancy 75% Occcupied Days 112.5 Daily Rate $20 Annual Revenue $2,250 Capitalization Rate 8.00% Value per Space $28,125.00 Parking Revenue The value per space is applied to the total number of required spaces to arrive at a value conclusion of the subject’s required parking. Value per Space $28,125 Spaces Required 44 Total Value $1,237,500 Land Area Required 17,424 Indicated Value PSF $71.02 Capitalized Income 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 76 Sales Comparison Approach Sales and listing of parking lots and parking spaces within Colorado were analyzed to arrive at a value conclusion via the Sales Comparison Approach. While sales in the local market are not available, daily parking rates in the local market are consistent with daily parking rates in other areas. Indicating that there exists some similarity within the larger regional market. The following table presents sales and active listings of parking lots and spaces. Location Spaces SF Price Price/Space Price/SF 1963 Sherman 29 6,250 $450,000 $15,517.24 $72 1207 Cherokee St 75 18,699 $1,385,000 $18,466.67 $74 2200 Champa St 28,125 950,000 $34 2131 Curtis St 6,267 $500,000 $80 13th & Santa Fe 20,300 $1,300,000 $64 Median $16,991.95 $72 Parking Comparables Analysis of the above sales and listing indicates that a value as concluded below is well supported. SF PPSF Value 17,424 $72 $1,254,528 Spaces PPS Value 44 $17,000 $748,000 Concluded Value $1,250,000 Value Conclusion The price per space information is limited and as a result is not considered the most credible indicator. The price per square foot ifs the more credible indicator. Reconciliation of Value The information used in the Income approach is more specific to the subject’s market and as such is considered the better indicator. The Sales Comparison Approach provides additional support for this conclusion. "As Is" Value with Parking $3,280,000 Less Value of Parking $1,237,500 Concluded Value without Parking $2,042,500 Concluded Value without Parking 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 77 Addendum 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 78 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 79 Glossary Appraisal Report: The written report presented by an appraiser regarding the value of a property; should include a description and summary of the method(s) used to calculate the value of the property Assessed Value: Assessed value applies in ad valorem taxation and refers to the value of a property according to the tax rolls. Assessed value may not conform to market value, but it is usually calculated in relation to a market value base. 1 Capital Expenditure: Investments of cash or the creation of liability to acquire or improve an asset, e.g., land, buildings, building additions, site improvements, machinery, equipment; as distinguished from cash outflows for expense items that are normally considered part of the current period’s operations. 2 Cash Equivalency: The procedure in which the sale prices of comparable properties sold with atypical financing are adjusted to reflect typical market terms. Complete Appraisal: The act or process of developing an opinion of value or an opinion of value developed without invoking the DEPARTURE RULE. 3 Cost Approach: This approach is based on the premise that an informed purchaser would pay no more than the cost of producing a substitute property with the same utility as the subject property. The analysis involves estimating the current cost (including both direct and indirect costs) to construct a replacement for the existing structure and related site improvements, deducting for evidence of accrued depreciation, and adding the estimated land value. Deferred Maintenance: Curable, physical deterioration that should be corrected immediately, although work has not commenced; denotes the need for immediate expenditures, but does not necessarily suggest inadequate maintenance in the past. 4 Economic Life: The period of time over which improvements to real estate contribute to property value. 5 Effective Date of the Appraisal: The date at which the value opinion in an appraisal applies, which may or may not be the date of inspection; the date of the market conditions that provide the context for the value opinion. 6 Effective Gross Revenue Multiplier (EGRM): A factor which reflects the relationship between the gross annual revenue of the real estate and its sale price or value. Effective Rent: 1) The rental rate net of financial concessions such as periods of no rent during a lease term; may be calculated on a discounted basis, reflecting the time value of money, or on a simple, straight-line basis. 7 2) The economic rent paid by the lessee when normalized to account for financial concessions, such as escalation clauses, and other factors. Contract, or normal, rents must be converted to effective rents to form a consistent basis of comparison between comparables. Exposure Time: The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based upon an analysis of past events assuming a competitive and open market. Exposure time is different for various types of real estate and under various market conditions. It is noted that the overall concept of reasonable exposure encompasses not only adequate, sufficient and reasonable time but also adequate, sufficient and reasonable effort. The fact that exposure time is always presumed to occur prior to the effective date of the appraisal is substantiated by related facts in the appraisal process: supply/demand conditions as of the effective date of the appraisal; the use of current cost information; the analysis of historical sales information (sold after exposure and after completion of negotiations between the seller and buyer); and the analysis of future income expectancy estimated from the effective date of the appraisal. 8 Extraordinary Assumptions: An assumption, directly related to a specific assignment, which, if found to be false, could alter the appraiser’s opinion or conclusions. 9 Fair Market Share: The ratio of the submarket inventory over the fair market share. Fee Simple Estate: Absolute ownership unencumbered by any other interest or estate subject only to the four powers of government. 10 Floor Area Ratio (FAR): The relationship between the above-ground floor area of a building, as described by the building code, and the area of the plot on which it stands; in planning and zoning, often expressed as a decimal, e.g., a ratio of 2.0 indicates that the permissible floor area of a building is twice the total land area; also called building-to-land ratio. 7 Going Concern Value: Going concern value is the value of a proven property operation. It includes the incremental value associated with the business concern, which is distinct from the value of the real estate only. Going concern value includes an intangible enhancement of the value of an operating business enterprise which is produced by the assemblage of the land, building, labor, equipment, and marketing operation. This process creates an economically viable business that is expected to continue. Going concern value refers to the total value of a property, including both real property and intangible personal property attributed to the business value. 1 Gross Building Area (GBA): The sum of all areas at each floor as measured to the exterior walls. 1 The Appraisal of Real Estate, Eleventh Edition, Appraisal Institute, 1996. 2 The Dictionary of Real Estate Appraisal, Third Edition, 1993, p. 47. 3 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 1. 4 The Dictionary of Real Estate Appraisal, Third Edition, 1993, p. 92. 5 The Appraisal of Real Estate, 10th ed. (Chicago: Appraisal Institute, 1992), p. 344. 6 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 222. 7 The Dictionary of Real Estate Appraisal, Third Edition, 1993. 8 "Uniform Standards of Professional Appraisal Practice" (Washington, D.C.: The Appraisal Foundation, 1996), p. 75. 9 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 3. 10 The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal Institute, 1993), p. 120. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 80 Highest and Best Use: The reasonably probable and legal use of vacant land or an improved property which is physically possible, appropriately supported, financially feasible and that results in the highest value. 11 Hypothetical Condition: That which is contrary to what exists but is supposed for the purpose of analysis. 12 Income Capitalization Approach: This approach derives a value indication for income-producing property by converting anticipated monetary benefits into a property value. This conversion is typically accomplished in two ways: A direct capitalization analysis where one year's income expectancy or an annual average of several years' income expectancies may be capitalized at a market-derived capitalization rate or a capitalization rate that reflects a specified income pattern, return on investment, and change in the value of the investment; secondly, a discounted cash flow analysis where the annual cash flows for the holding period and the reversion may be discounted at a specified yield rate. Insurable Value: Insurable Value is based on the replacement and/or reproduction cost of physical items that are subject to loss from hazards. Insurable value is that portion of the value of an asset or asset group that is acknowledged or recognized under the provisions of an applicable loss insurance policy. This value is often controlled by state law and varies from state to state. 1 Intended Use: The use or uses of an appraiser’s reported appraisal, appraisal review, or appraisal consulting assignment opinions and conclusions, as identified by the appraiser based on communication with the client at the time of the assignment. 13 Intended User: The client and any other party as identified, by name or type, as users of the appraisal, appraisal review, or appraisal consulting report by the appraiser on the basis of communications with the client at the time of the assignment. 14 Internal Rate of Return (“IRR”): The yield rate to the ownership position realized over the term of an investment. Investment Value: Investment value is the value of an investment to a particular investor based on his or her investment requirements. In contrast to market value, investment value is value to an individual, not value in the marketplace. Investment value reflects the subjective relationship between a particular investor and a given investment. When measured in dollars, investment value is the price an investor would pay for an investment in light of its perceived capacity to satisfy his or her desires, needs, or investment goals. To estimate investment value, specific investment criteria must be known. Criteria to evaluate a real estate investment are not necessarily set down by the individual investor; they may be established by an expert on real estate and its value, that is, an appraiser. 1 Leasehold Estate: The right to use and occupy real estate for a stated term and under certain conditions; conveyed by a lease. 15 Leased Fee Estate: An ownership interest held by a landlord with the rights of use and occupancy conveyed by lease to others. The rights of the lessor (the leased fee owner) and the leased fee are specified by contract terms contained within the lease. 16 Limited Appraisal: The act or process of developing an opinion of value or an opinion of value developed under and resulting from invoking the DEPARTURE RULE. 17 Load Factor: The amount added to usable area to calculate the rentable area. It is also referred to as a “rentable add-on factor” which, according to BOMA, “is computed by dividing the difference between the usable square footage and rentable square footage by the amount of the usable area. Convert the figure into a percentage by multiplying by 100”. Market Value: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specific date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (5) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale." 18 Market Value "As If Complete" On The Appraisal Date: Market value as if complete on the appraisal date is an estimate of the market value of a property with all construction, conversion, or rehabilitation hypothetically completed, or under other specified hypothetical conditions as of the date of the appraisal. With regard to properties wherein anticipated market conditions indicate that stabilized occupancy is not likely as of the date of completion, this estimate of value should reflect the market value of the property as if complete and prepared for occupancy by tenants. Market Value "As Is" On The Appraisal Date: Market value “as is” on the appraisal date is an estimate of the market value of a property in the condition observed upon inspection and as it physically and legally exists without hypothetical conditions, assumptions, or qualifications as of the date of appraisal. Marketing Period: The time it takes an interest in real property to sell on the market subsequent to the date of an appraisal. 7 11 The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal Institute), p. 171. 12 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 3. 13 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 3. 14 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 3. 15 The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal Institute, 1993), p. 177. 16 The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal Institute, 1993), p. 204. 17 "Uniform Standards of Professional Appraisal Practice" (The Appraisal Foundation, 2003 Edition), p. 1. 18 "Uniform Standards of Professional Appraisal Practice" (Washington, D.C.: The Appraisal Foundation, 1996), p. 10. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 81 Net Lease: Lease in which all or some of the operating expenses are paid directly by the tenant. The landlord never takes possession of the expense payment. In a Triple Net Lease all operating expenses are the responsibility of the tenant, including property taxes, insurance, interior maintenance, and other miscellaneous expenses. However, management fees and exterior maintenance are often the responsibility of the lessor in a triple net lease. A modified net lease is one in which some expenses are paid separately by the tenant and some are included in the rent. Net Rentable Area (NRA): 1) The area on which rent is computed. 2) The Rentable Area of a floor shall be computed by measuring to the inside finished surface of the dominant portion of the permanent outer building walls, excluding any major vertical penetrations of the floor. No deductions shall be made for columns and projections necessary to the building. Include space such as mechanical room, janitorial room, restrooms, and lobby of the floor. 19 Penetration Rate: The ratio of the actual market share of a submarket over the fair market share of a submarket. Principle of Substitution: This principle affirms that no prudent buyer would pay more for a property than the cost to acquire a similar site and construct improvements of equal desirability and utility without undue delay. Reconciliation: The strengths and weaknesses of the individual approaches to value may vary based on the quality and quantity of data available in each instance. The final value conclusion is based on the appraisers' judgment with respect to the appropriateness of each approach as it applies to the property being appraised. Replacement Cost: The estimated cost to construct, at current prices as of the effective appraisal date, a building with utility equivalent to the building being appraised, using modern materials and current standards, design, and layout. Sales Comparison Approach: This approach derives a value indication by comparing the subject property to similar properties that have recently sold, applying appropriate units of comparison and making adjustments, based on the elements of comparison, to the sale prices of the comparables. Analysis of properties currently listed for sale is also useful in setting the upper limit of value. The overriding premise of this approach is that an informed purchaser would pay no more than the cost of acquiring an equally desirable substitute. Scope of the Appraisal: Extent of the process in which data are collected, confirmed, and reported. 20 Use Value: Use value is a concept based on the productivity of an economic good. Use value is the value a specific property has for a specific use. Use value focuses on the value the real estate contributes to the enterprise of which it is a part, without regard to the property’s highest and best use or the monetary amount that might be realized upon its sale. 1 19 1990 BOMA Experience Exchange Report, Income/Expense Analysis for Office Buildings (Building Owners and Managers Association, 1990) 20 The Dictionary of Real Estate Appraisal, Third Edition, 1993, p. 322. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 82 Building Classifications The Building Owners and Managers Association International (BOMA) classifies commercial space as: Class A, Class B, and Class C. Class A buildings have the "most prestigious buildings competing for premier office users with rents above average for the area” with "high quality standard finishes, state of the art systems, exceptional accessibility and a definite market presence." Class B buildings compete "for a wide range of users with rents in the average range for the area." Class C buildings are aimed towards "tenants requiring functional space at rents below the average for the area." The Urban Land Institute classifies commercial space as: Class A space can be characterized as buildings that have excellent location and access and attract high quality tenants. Building materials are high quality and rents are competitive with other new buildings. Class B buildings have good locations, management, and construction, and tenant standards are high. Class C buildings are typically 15 to 25 years old but are maintaining steady occupancy. Professional organizations have provided definitions to classify quality of space, as depicted above. However, differences in opinion in regards to proper classification of commercial space exist among commercial real estate professionals. For purposes of this appraisal classification of commercial space is as follows: Class A: This classification is reserved for those properties which represent the best in class for a property type. In addition to the level of quality presented in the above definitions a Class A property has a very strong identity of location and is considered to be a landmark property. This is an elite class of property and as such, there are few Class A properties. It is accepted in some circles that Class A would represent the best in class for a particular market, however this view dilutes the characteristics and definition of a Class A property. In fact, many markets and even more sub-markets do not have any Class A properties. The only market specific variation for purposes of this appraisal is that Class A properties located in Gateway Cities exceed what is generally accepted as Class A properties in the top 25 markets. Some Class A properties located in Gateway Cities could be better classified as “World Class” properties. It is common that tertiary markets will not contain Class A properties, however exceptions do exist. Class B: This classification represents most quality commercial properties with good market appeal and a relatively low effective age. Class B properties appeal to national credit tenants and while not landmark properties have favorable location features and/or good identity of location. Class C: This classification represents a large inventory of commercial properties which meet or exceed market standards for the property type. While some properties with a relatively low effective age are categorized as Class C, the bulk of this category includes property with an effective age exceeding 15 to 20 years. A property of low quality or more commonly poor location features with a low effective age is categorized as a Class C property. Unclassified: The minimum criteria for a property to classified as a Class C property is that it meets or exceeds market standards for the property type. Many commercial properties have deficiencies which do not meet market standards. While these properties may remain financial viable and have a remaining economic life, they are considered substandard properties and are therefore unclassified. 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 83 Certification Certification 140 W Beaver Creek Blvd, Avon, CO 81620 March 20, 2014 84 Qualifications Page 1 Starwood Vacation Ownership, Inc. Valuation of Mountain Vista Lot 4 Located in Avon, Colorado As of February 28, 2014 DRAFT Page 2 April 4, 2014 PRIVATE Ms. Vicky Carter Senior Vice President Starwood Vacation Ownership, Inc. 9002 San Marco Court Orlando, FL 32819 Dear Ms. Carter: We have appraised the fee simple interest of a retail/office building located at 140 W Beaver Creek Blvd, Avon, Colorado(Subject or Subject Property) as of February 28, 2014 (“Appraisal Date”) on an “as-is” and “with- parking” basis as requested by Starwood Vacation Ownership, Inc. (“SVO”). The Subject Property consists of a 0.21-acre site improved with 16,273 square feet of commercial retail and office space constructed in 2003. As of the Appraisal Date, the Subject Property is owned in fee simple estate by SVO and is unoccupied. This transmittal letter is accompanied by a restricted appraisal report. This report only includes a summary of the cost approach. The purpose of the appraisal report is to estimate the market value of the fee simple interest in the Subject Property on an “as-is” and “with-parking” basis. The intended user of this appraisal is SVO and its representatives. The intended use of this appraisal is to assist SVO with internal planning. This is a restricted appraisal, therefore opinions and conclusions set forth in the report may not be understood properly without additional information in our work files. This appraisal report is communicated in a Restricted Appraisal Report format under the requirements of the Uniform Standards of Professional Appraisal Practice (“USPAP”) of the Appraisal Foundation. The report provided under this engagement letter is not intended to be used, nor should be used, in connection with any tax matter. In the event Starwood Vacation Ownership uses this report for or in any relation to any tax matter, the report is not intended to be used, and cannot be used by a Starwood Vacation Ownership, Inc. or any other person or entity for the purpose of (i) avoiding penalties that may be imposed on any taxpayer or (ii) promoting, marketing, or recommending to any other party any matters addressed herein. We appreciate the opportunity to prepare this restricted appraisal report for SVO. If you have any questions, please contact Brian Tankersley at (949) 885-5578. Respectfully submitted, KPMG LLP KPMG 20 Pacifica Suite 700 Irvine, CA 92618 Telephone 949 885 5578 Email btankersley@kpmg.com Page 3 COST APPROACH The cost approach includes the valuation of the land associated with the Subject Property in addition to the contributory value of the building and site improvements. Under the hypothetical condition that parking is included with the Subject Property, additional contributory value is related to 44 underground parking spaces at the Sheraton Mountain Vista. Valuation of Land The land portion of the valuation is based on the sales comparison approach. The Subject Property consists of 9,062 square feet or 0.21 acres of land. Under the premise that the highest and best use of the Subject includes parking, KPMG valued the adjacent parking structure. The parking structure consists of 16,720 square feet or 0.38 acres of land. Land Sale Comparables A search of transactions related to vacant land in the Subject Market and occurring within the two years prior to the valuation date. A total of one listing and four sales were determined to be comparable. The following chart includes a summary of the comparable land sales. Land Sale Comparables Analysis The comparable sales were analyzed and adjusted to the Subject Property based on market supported elements of comparison. The adjusted comparables were compared to the Subject on a price per square foot of land area. The following chart includes a summary of land adjustments. SaleAddressSaleSaleLand Area (sf)Price per sf No.City, StateDatePriceLand Area (ac)Price per acZoningComments 38388 Highway 6 & 24Listing $2,999,999188,615 $15.91Com Avon, CO 4.33 $692,840 970-980 SummitApr-13 $2,300,000101,800 $22.59Com Frisco, CO 2.34 $984,165 3 308 N FrenchSep-13 $460,0008,276 $55.58ComSale of residential/commercial Breckenridge, CO 0.19 $2,421,170 4 591 Blue River PkyFeb-13 $625,00033,924 $18.42C1Sale of commercial land. Silverthorne, CO 0.78 $802,529 5 120 S Fourth StAug-12 $1,099,00019,166 $57.34ComSale of potential mixed use Frisco, CO 0.44 $2,497,779 Sale PriceAcresPPSFPPA High $2,999,9994.33$57.34$2,497,779 Avg 1,496,8001.6233.971,479,697 Low 460,0000.1915.91692,840 Land Comparables 1 Sale of commercial land. 2 Sale of commercial land. Page 4 Land Valuation Conclusion Before adjustments, the comparable land sales ranged from $15.91 to $57.34 per square foot. After adjustments, the land comparable sales ranged from $19.88 to $91.75 per square foot. There is a lack of land sales near the Subject. All comparables were considered to be inferior to the Subject. Therefore, KPMG concluded on a value of $75.00 per square foot for both the land associated with the Subject Property and the land associated with the parking garage. Sale No.12345Subject Address38388 Highway 6 & 970-980 Summit308 N French591 Blue River Pky120 S Fourth St140 W Beaver Creek City, State, Zip Avon, COFrisco, COBreckenridge, COSilverthorne, COFrisco, COAvon, CO Sale DateListingApr-13Sep-13Feb-13Aug-12 Sales Price$2,999,999 $2,300,000 $460,000 $625,000 $1,099,000 Land Size (Square Feet)188,615101,8008,27633,92419,166 Land Size (Acres)4.332.340.190.780.44 Sales Price per Square Foot$15.91$22.59$55.58$18.42$57.34 Property Rights Conveyed0%0%0%0%0% Sales Price per Square Foot $15.91$22.59$55.58$18.42$57.34 Financing Terms0%0%0%0%0% Sales Price per Square Foot $15.91$22.59$55.58$18.42$57.34 Conditions of Sale0%0%0%0%0% Sales Price per Square Foot $15.91$22.59$55.58$18.42$57.34 Expenditures Immediately After Purchase (p $0$0$0$0$0 Sales Price per Square Foot $15.91$22.59$55.58$18.42$57.34 Market Conditions0%0%0%0%0% Sales Price per Square Foot $15.91$22.59$55.58$18.42$57.34 Location0%50%20%50%50% Size25%20%0%15%10% Shape0%0%0%0%0% Utilities/Topography0%0%0%0%0% Non-Realty Components0%0%0%0%0% Total Other Adjustments25%70%20%65%60% Overall ComparabilityInferiorInferiorSimilarInferiorInferior Average Sales Price per Square Foot$19.88$38.41$66.70$30.40$91.75 $49.43 Source: MLS Estimated Land Price (Per SF)Subject Land Area (SF)Total $759,062$679,631 Value Conclusion Rounded$680,000 OFFICE - CONCLUDED LAND VALUE Estimated Land Price (Per SF)Subject Land Area (SF)Total $7516,720$1,254,000 Value Conclusion Rounded$1,250,000 PARKING - CONCLUDED LAND VALUE Page 5 Building and Site Improvements In determining the fair value of the owned buildings at the Valuation Date under the cost approach, we have relied on the RCNLD method as outlined by Marshall Valuation Service, a nationally recognized construction cost guide. Under the RCNLD method, the RCN is based on the cost of constructing a facility that provides the same function as the Subject facility but is modern in its utility and design. Once RCN was determined, we considered adjustments to account for the age and all of the infirmities, inefficiencies, and obsolescence to the extent that any existed in the Subject at the Valuation Date. These deductions or adjustments are generally referred to as depreciation. Depreciation can be subdivided into its various forms, or categories, of physical depreciation (incurable and curable), operating functional obsolescence, and economic obsolescence. These forms of depreciation, if applicable, must be determined and deducted from the RCN in order to arrive at the RCNLD. We utilized this approach to value the site improvements and buildings. Page 6 Cost Approach Conclusion Based on the analysis of cost new as well as depreciation through the breakdown method, the cost approach indicates a market value as of the Appraisal Date of $4,120,000 for the Subject Property without the parking garage, and $7,075,000 under the hypothetical condition that the parking garage is included with the Subject. Office Underground Parking Total Attributes Land Square Feet9,062 16,720 25,782 Number of Parking Spaces0 44 44 Building Square Feet16,273 16,720 32,993 Replacement Cost Analysis Building Base Cost New (PSF)$116 $51 Square Foot Refinements$16 $8 Height and Size Refinements1.02 1.03 Location Refinements1.20 1.26 Total Base Building Cost (PSF)$161 $77 Total Base Building Cost$2,625,542 $1,288,711 $3,914,253 Soft Costs (10%)$262,554 $128,871 $391,425 Developer Profit (20%)$577,619 $283,516 $861,136 Building Replacement Cost New$3,465,716 $1,701,098 $5,166,814 Building Replacement Cost New (PSF)$213 $102 $157 Depreciation %3%4% Depreciation$115,524 $68,044 $183,568 Market Value$3,350,192 $1,633,055 $4,983,246 Market Value (rd)$3,350,000 $1,630,000 $4,980,000 Land Value (PSF)$75 $75 Fair Market Value Land680,000$ 1,250,000$ 1,930,000$ Site Improvements90,000 - 90,000 Building Improvements3,350,000 1,630,000 4,980,000 Skier Statue75,000 - 75,000 Total4,195,000$ 2,880,000$ 7,075,000$ Mountain Vista Lot 4 Cost Approach Summary Page 7 SUMMARY OF RESTRICTED APPRAISAL Intended User: SVO and its representatives Intended Use: SVO’s internal use Subject Property: Commercial Retail/Office Space Location: 140 W Beaver Creek Blvd Legal Lot 4, Avon, Colorado Interest Appraised: Fee Simple Definition of Value: The definition of Market Value defined in The Appraisal of Real Estate, Thirteenth Edition, as used in this appraisal is: “The most probable price, as of a specified date, in cash, or in terms equivalent to cash, or in other precisely revealed terms, for which the specified property rights should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self- interest, and assuming that neither is under undue duress.” Effective Date of Value: February 28, 2014 (Appraisal Date) Date of Report: April 4, 2014 Site Area: 9,062 square feet (0.21 acres) Zoning: PUD – Planned Unit Development (City of Avon) Improvements: Commercial retail/Office building and landscaping Year Built: 2003 Building Area: 16,273 square feet Gross Rentable Area: 16,273 square feet Extraordinary Assumptions: None Hypothetical Conditions: The appraisal analysis includes a scenario with additional subterranean parking spaces not part of the Subject Property Page 8 CERTIFICATION OF APPRAISERS The signers of these appraisal reports do by their signature on this certification, certify that to the best of their knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, unbiased professional analyses, opinions and conclusions. 3. We have not provided any services regarding the Subject Property within the three year period immediately preceding acceptance of this assignment, as an appraiser or in any other capacity. 4. We have no present or prospective interest in the property that is the subject of this report and we have no personal interest with respect to the parties involved. 5. We have no bias with respect to the property that is the subject of this report or to the parties involved in this assignment. 6. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 7. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 8. Our analyses, opinions and conclusions were developed and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP). 9. Brian Tankersley has made personal inspections of the real property that is the subject of this report on February 7, 2012. 10. No one provided significant real property appraisal assistance to the person(s) signing this certification. 11. Brian Tankersley has previously appraised the property in March, 2012 for financial reporting purposes. Respectfully submitted, Thomas C. Harmening, MAI CO CG100037480 Brian Tankersley, MAI Page 9 LIMITING ASSUMPTIONS 1. Nature of Opinion. Neither our opinion nor our report are to be construed as a fairness opinion as to the fairness of an actual or proposed transaction, a solvency opinion, or an investment recommendation, but, instead, are the expression of our determination of the fair [market] value of the Subject Assets between a hypothetical willing buyer and a hypothetical willing seller in an assumed transaction on an assumed valuation date. For various reasons, the price at which the Subject Assets might be sold in a specific transaction between specific parties on a specific date might be significantly different from the fair [market] value expressed in our report. 2. Going Concern Assumption. No Undisclosed Contingencies. Our analysis (i) assumes that as of the Valuation Date the Company and its assets will continue to operate as configured as a going concern; (ii) is based on the past and present financial condition of the Company and its assets as of the Valuation Date; and (iii) assumes that the Company had no undisclosed real or contingent assets or liabilities, no unusual obligations or substantial commitments, other than in the ordinary course of business, nor had any litigation pending or threatened that would have a material effect on our analysis. 3. Reliance on Forecasted Data. Any use of management’s projections or forecasts in our analysis does not constitute an examination or compilation of prospective financial statements in accordance with standards established by the American Institute of Certified Public Accountants (“AICPA”). We do not express an opinion or any other form of assurance on the reasonableness of the underlying assumptions or whether any of the prospective financial statements, if used, are presented in conformity with AICPA presentation guidelines. Further, there will usually be differences between prospective and actual results because events and circumstances frequently do not occur as expected and those differences may be material. 4. Verification of Legal Description or Title. We have made no investigation of legal description or title and have assumed that owner(s) claims to property are valid. No consideration will be given to liens or encumbrances which may be against the property except as specifically stated as part of the financial statements you provide to us as part of this engagement. Full compliance with all applicable federal, state and local zoning, environmental, and similar laws and regulations is assumed, unless otherwise stated, and responsible ownership and competent management are assumed. 5. Verification of Hazardous Conditions. We will not investigate the extent of any hazardous substances that may exist as we are not qualified to test for such substances or conditions. If the presence of such substances, such as asbestos, urea formaldehyde foam insulation or other hazardous substances or environmental conditions may affect the value of the property, the value will be estimated predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility will be assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. 6. Condition of Property. We assume no liability whatsoever with respect to the condition of the subject property for hidden or unapparent conditions, if any, of the subject property, subsoil or structures, and further assume no liability or responsibility whatsoever with respect to the correction of any defects which may now exist or which may develop in the future. Equipment components considered, if any, were assumed to be adequate for the needs of the property’s improvements, and in good working condition, unless otherwise reported. 7. Zoning. It is assumed that all public and private zoning and use restrictions and regulations had been complied with, unless nonconformity was stated, defined and considered in the report. 8. The Americans with Disabilities Act (“ADA”). The ADA became effective January 26, 1992. We will not make a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more requirements of the ADA. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we will not consider possible non- compliance with the requirements of the ADA in estimating the value of the property. Usable Area Required # Spaces Position Square Feet Subtotal Town Manager 160 1 120 1 100 1 100 1 HR Assistant 100 1 100 1 Administration 100 1 Town Attorney 100 1 Town Clerk 120 1 Finance Director 144 1 100 1 Payroll Clerk 100 1 100 1 100 1 Budget Analyst 100 1 Subtotal 1,644 15 150 1 250 1 Storage 200 1 Subtotal 600 4 Subtotal 2244 19 269 Total 2513 19 IT Administrator 144 1 IT Technician 100 1 Subtotal 244 2 400 1 Switch Closet 70 1 125 1 Subtotal 595 3 Subtotal 839 101 Total 940 5 120 1 160 1 Town Planner 120 1 APPENDIX 3: Town of Avon - Spatial Needs Assessment Department FINANCE & ADMINISTRATION Personnel Spaces Executive Asst. to Town Manager Human Resource Generalist Municipal Court Clerk Community Relations Officer Finance Manager Accounts Receivable Accounts Payable Departmental Spaces HR Work Room & File Storage Floor - Shared Conference Room 12% Building Factor IT Personnel Spaces Departmental Spaces IT Data Server Room IT Other Space Requirements 12% Building Factor COMMUNITY DEVELOPMENT Personnel Spaces Chief Building Official Planning Manager 144 1 120 1 CD Admin 100 1 Subtotal 764 6 250 1 250 1 100 1 Subtotal 600 3 Subtotal 1364 164 Total 1528 9 Town Engineer 144 1 Project Engineer 120 1 Town Electrician 100 1 Subtotal 364 3 150 1 Subtotal 150 Subtotal 514 1 62 Total 576 4 1500 1 300 1 150 1 120 1 200 1 2270 5 272 2542 5 400 1 250 1 400 1 450 1 100 1 200 1 300 2 200 2 200 2 2500 11 300 Economic Development Director E.D. Special Events Supervisor Departmental Spaces Floor - Shared Conference Room Plans & Plats File Room Customer Service Lobby & Plans Counter 12% Building Factor ENGINEERING Personnel Spaces Departmental Spaces Engineering Plans Storage 12% Building Factor TOWN COUNCIL Departmental Spaces C.Chambers - Divisible Community Space Council Exec Work Room Judge/Prosecuter Office A/V Room Storage Subtotal 12% Building Factor Total OTHER CATEGORY Break Room/Kitchen - 1 per 2 floors First Floor Reception First Floor Community Meeting Room General Building Storage Electical Communications Room Janitor Supply Room RESTROOMS - PUBLIC (1st Floor) RESTROOMS - STAFF (2nd Floor) RESTROOMS - STAFF (3rd Floor) Subtotal 12% Building Factor 2800 11 SQ FT TOTAL SPACES 10,899 53 FUTURE TYPES OF DEMAND In-house Attorney 144 144 First Floor Community Meeting Room 250 250 Research Data Sources: 1. Sera Architects Consulting for the City of Oswego, OR: Space Program Assessment 2. BKV Group Consulting for the City of West St. Paul, MN: Architectural Space Program Report 3. OfficeFinder.com 4. Reinhardt Associates Consulting for the Town of East Longmeadow, MA 5. Internal Staff Floor 1 - Net SF 4,590 Floor 2 - Net SF 9,370 Floor 3 - Net SF 14,150 Total Net SF 14,150 Total CURRENT DEMAND Mountain Vista Lot 4 Floor Space 4,590 4,780 4,780 14,150 Ord. No 14-16 Approving a Purchase and Sale Agreement September 18, 2014 Page 1 of 3 TOWN OF AVON ORDINANCE 14-16 SERIES of 2014 AN ORDINANCE APPROVING THE PURCHASE AND SALE AGREEMENT FOR LOT 4, MOUNTAIN VISTA RESORT SUBDIVISION, TOWN OF AVON, COLORADO WHEREAS, the Town of Avon and Points of Colorado, Inc., have mutually signed a Purchase and Sale Agreement, with an effective date of September 17, 2014, (“Purchase and Sale Agreement”) for the acquisition and sale of property in Avon, Colorado, described as Lot 4, Mountain Vista Resort Subdivision, Town of Avon, Colorado, according to the Replat of Lots 2C, 4 and 5, Mountain Vista Resort Subdivision, Town of Avon, Colorado (“Property”); WHEREAS, Section 2.1 of the Avon Home Rule Charter provides that the Town Council may acquire real property interests and Colorado Revised Statutes section 31-15-101(1)(d) provides that municipalities may acquire and hold real property; WHEREAS, Paragraph 2.8(h) of the Purchase and Sale Agreement provides that the Town of Avon may terminate the Purchase and Sale Agreement by October 22, 2014 if the Avon Town Council does not adopt an ordinance approving the Purchase and Sale Agreement by October 15, 2014; WHEREAS, the Town Council finds that acquisition of this Property supports the Avon West Town Center District Plan, including K. TOWN HALL, which states, “The existing Town Hall is too small for the current Town needs, is outdated and lacks a high level of energy efficiency.” and which depicts the location of a new Town Hall facility on the “Main Street” (the Avon pedestrian mall); WHEREAS, the Town Council finds that acquisition of the Property shall promote the health, safety, prosperity, convenience and general welfare of the Avon community by providing administrative facilities to meet current and projected future needs of the Town; and, WHEREAS, approval of this Ordinance on first reading is intended only to confirm that the Town Council desires to comply with the requirements of the Avon Home Rule Charter by setting a public hearing in order to provide the public an opportunity to provide public comment on this Ordinance and that approval of this Ordinance on first reading does not constitute a representation that the Town Council, or any member of the Town Council, supports, approves, rejects, or denies this Ordinance. 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. ATTACHMENT B: Ordinance No. 14-16 Ord. No 14-16 Approving a Purchase and Sale Agreement September 18, 2014 Page 2 of 3 Section 2. Purchase and Sale Approved. The Purchase and Sale Agreement attached as Exhibit A: Purchase and Sale Agreement is hereby approved and, subject to the terms and conditions precedent set forth in the Purchase and Sale Agreement, the Town Council approves the acquisition of the Property. Section 3. Mayor and Town Clerk Authorized to Execute Documents. The Mayor and Town Clerk are authorized to execute and attest to documents related to acquisition and encumbrance of the Property in accordance with the terms set forth in the Purchase and Sale Agreement approved in this Ordinance and take such other actions as may be reasonably necessary to implement the actions in this Ordinance. The Mayor, Town Manager and Town Attorney may collectively review and approve the documents contemplated in the Purchase and Sale Agreement, extend deadlines contemplated in the Purchase and Sale Agreement, and correct typos, grammatical errors, cross-reference errors, and revisions which do not alter the substantive terms of the Purchase and Sale Agreement approved in this Ordinance. Section 4. 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 5. Effective Date. This Ordinance shall take effect thirty days after the date of final passage in accordance with Section 6.4 of the Avon Home Rule Charter. Section 6. 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 7. Publication by Posting. The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title only in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the Ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. [Signature page follows] ATTACHMENT B: Ordinance No. 14-16 Ord. No 14-16 Approving a Purchase and Sale Agreement September 18, 2014 Page 3 of 3 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING and setting such public hearing for October 14, 2014 at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado, on September 23, 2014. ____________________________ Rich Carroll, Mayor Published by posting in at least three public places in Town and posting at the office of the Town Clerk at least six days prior to final action by the Town Council. ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Debbie Hoppe, Town Clerk Eric J. Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on October 14, 2014. ____________________________ Rich Carroll, Mayor Published by posting by title in at least three public places in Town and posting by title at the office of the Town Clerk. ATTEST: APPROVED AS TO FORM: _______________________________ ____________________________ Debbie Hoppe, Town Clerk Eric J. Heil, Town Attorney ATTACHMENT B: Ordinance No. 14-16 EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT EXHIBIT A: PURCHASE AND SALE AGREEMENT Heil Law & Planning, LLC Office: 303.975.6120 3445 S. Clermont St. Fax: 720.836.3337 Denver, CO 80222 E-Mail: eric@heillaw.com e-mail: ericheillaw@yahoo.com H EIL L AW TO: Honorable Mayor Carroll and Town Council members FROM: Eric J. Heil, Town Attorney RE: Ord. No. 14-17 Approving Certificates of Participation for Acquisition of Skier Building and Interior Finish DATE: October 9, 2014 SUMMARY: This memorandum provides an overview of Ordinance No. 14-17 Approving Certificates of Participation to finance acquisition and interior finishing of Lot 4, Mountain Vista Resort Subdivision, Town of Avon, Colorado (“Skier Building”). Attached Ordinance No. 14-17, the form of a Site Lease, the form of a Lease, the form of a Continuing Disclosure Certificate. Council approved the First Reading of Ordinance No. 14-17 on September 23, 2014. Council is required to conduct a public hearing on Second Reading prior to taking final action. CERTIFICATES OF PARTICIPATION: Certificates of Participation is a form of financing whereby the Town’s obligation to pay the annual debt service payment is subject to annual budget and appropriation. If the Town fails to pay the annual debt service payment then the Town would lose possession of the Skier Building during the remaining term of the Site Lease. Ordinance 14-17 authorizes the execution and delivery of Certificates of Participations, Series 2014A, sets forth certain parameters and restrictions, delegates the authority to execute agreements, and approves the form the attached documents. Site Lease and Lease: In order to secure the financing for acquisition of the property and interior finish, the Certificates of Participation are arranged such that the Town acquires the Skier Building, then leases the Skier Building to UMB Bank, N.A. (“Trustee”) through the Site Lease, then the Trustee leases the Skier Building back to the Town through the Lease. Through this arrangement, the Trustee has a secured right to take possession of the Skier Building if the Town fails to pay the annual debt service payment. Ordinance 14-17 authorizes the Site Lease to extend through 2050. The Form Documents as presented on First Reading were revised for clarification and to conform with financing security requirements. Redlines indicating the revisions are included in the Attachments. I have reviewed the revisions and they are for the purpose of clarification and correction of cross-reference error. Financing Authorization: Attachment F: Sources and Uses of Funds sets forth the anticipated debt schedule and receipt of funds in the amount of $5,840,600.70 for building acquisition and interior finish. Ordinance No. 14-17 authorizes annual repayment costs not to exceed $500,000, and authorizes payment of a net effective interest rate not to exceed 5.00%. The anticipated budget for use of the funds is more fully explained in Virginia Egger’s memorandum accompanying Ordinance No. 14-16. Thank you, Eric ATTACHMENT A: Ordinance No. 14-17 ATTACHMENT B: Form of Site Lease ATTACHMENT C: Form of Lease ATTACHMENT D: Form of Disclosure Certificate ATTACHMENT E: Form of Certificate Purchase Agreement ATTACHMENT F: Sources and Uses of Funds M EMORANDUM & PLANNING, LLC Ord. No. 14-17 Approving Certificates of Participation FINAL Page 1 of 11 TOWN OF AVON, COLORADO ORDINANCE NO. 14-17 SERIES OF 2014 AN ORDINANCE AUTHORIZING THE FINANCING OF CERTAIN PUBLIC IMPROVEMENTS OF THE TOWN, AND IN CONNECTION THEREWITH AUTHORIZING THE LEASING OF CERTAIN TOWN PROPERTY AND THE EXECUTION AND DELIVERY BY THE TOWN OF A SITE AND IMPROVEMENT LEASE, A LEASE PURCHASE AGREEMENT, A DISCLOSURE CERTIFICATE, A PRELIMINARY OFFICIAL STATEMENT AND OTHER DOCUMENTS AND MATTERS RELATING TO CERTAIN CERTIFICATES OF PARTICIPATION, SERIES 2014A; SETTING FORTH CERTAIN PARAMETERS AND RESTRICTIONS WITH RESPECT TO THE FINANCING; AUTHORIZING OFFICIALS OF THE TOWN TO TAKE ALL ACTION NECESSARY TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY; RATIFYING ACTIONS PREVIOUSLY TAKEN; AND PROVIDING OTHER MATTERS RELATED THERETO. WHEREAS, the Town of Avon, Eagle County, Colorado (the “Town”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”); and WHEREAS, pursuant to Chapter XIV of the Charter, the Town is authorized to enter into one or more leases or lease-purchase agreements for land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the Town is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, for the functions or operation of the Town, it is necessary that the Town finance the acquisition of certain real property and all buildings and improvements located thereon for Town purposes, and as authorized by law (collectively, the “Project”); and WHEREAS, the Town owns, or will own, in fee title, the Site and the premises, buildings and improvements located thereon (the “Leased Property”), as further described in the Site Lease and the Lease (hereinafter defined); and WHEREAS, the Town Council of the Town (the “Town Council”) has determined, and now hereby determines, that it is in the best interest of the Town and its inhabitants that the Town lease the Leased Property to UMB Bank, n.a., as trustee under the Indenture (the “Trustee”) pursuant to a Site Lease between the Town, as lessor, and the Trustee, as lessee (the “Site ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 2 of 11 Lease”), and lease back the Trustee’s interest in the Leased Property pursuant to the terms of a Lease Agreement (the “Lease”) between the Trustee, as lessor, and the Town, as lessee; and WHEREAS, pursuant to the Lease, and subject to the right of the Town to terminate the Lease and other limitations as therein provided, the Town will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the Town to use the Leased Property; and WHEREAS, the Town’s obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the Town; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, charter, statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Trustee will enter into an Indenture of Trust (the “Indenture”) pursuant to which there is expected to be executed and delivered certain certificates of participation (the “2014A Certificates”) dated as of their date of delivery that shall evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease), shall be payable solely from the sources therein provided and shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, the net proceeds of the 2014A Certificates are expected to be used to finance the Project; and WHEREAS, there has also been presented to this meeting of the Town Council the form of Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”); and WHEREAS, there will be executed and distributed in connection with the sale of the 2014A Certificates an Official Statement (the “Official Statement”) in substantially the form of the Preliminary Official Statement (the “Preliminary Official Statement”) relating to the 2014A Certificates as approved by the Finance Director of the Town; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended (the “Supplemental Act”), provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there has been presented to the Town Council and are on file at the Town offices the following: (i) the proposed form of the Site Lease; (ii) the proposed form of the Lease; and (iii) the proposed form of the Continuing Disclosure Certificate to be provided by the Town (the “Disclosure Certificate”); and ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 3 of 11 WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease; and, WHEREAS, approval of this Ordinance on first reading is intended only to confirm that the Town Council desires to comply with the requirements of the Avon Home Rule Charter by setting a public hearing in order to provide the public an opportunity to provide public comment on this Ordinance and that approval of this Ordinance on first reading does not constitute a representation that the Town Council, or any member of the Town Council, supports, approves, rejects, or denies this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO the following: Section 1. Short Title. This ordinance shall be known and may be cited by the short title “2014A COP Ordinance.” Section. 2. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town Council or the officers, agents or employees of the Town Council or the Town relating to the Site Lease, the Lease, the acquisition, construction, installation or improvement of the Project, and the execution and delivery of the 2014A Certificates is hereby ratified, approved and confirmed. Section 3. Finding of Best Interests. The Town Council hereby finds and determines, pursuant to the Constitution, the laws of the State of Colorado and the Charter, that the acquisition, construction, and installation of the Project, and the financing of the costs thereof pursuant to the terms set forth in the Site Lease and the Lease are necessary, convenient, and in furtherance of the Town’s purposes and are in the best interests of the inhabitants of the Town and the Town Council hereby authorizes and approves the same. Section 4. Supplemental Act; Parameters. The Town Council hereby elects to apply all of the Supplemental Act to the Site Lease and the Lease and in connection therewith delegates to each of the Mayor, the Town Manager or the Finance Director the authority to make any determination delegable pursuant to § 11-57-205(1)(a-i) of the Colorado Revised Statutes, as amended, in relation to the Site Lease and the Lease, and to execute a sale certificate (the “Sale Certificate”) setting forth such determinations, including without limitation, the term of the Site Lease, the rental amount to be paid by the Trustee pursuant to the Site Lease, the term of the Lease, and the rental amount to be paid by the Town pursuant to the Lease, subject to the following parameters and restrictions: (a) the term of the Site Lease shall not extend beyond December 31, 2050; (b) the aggregate principal amount of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $6,300,000; (c) the Lease Term shall not extend beyond December 31, 2040; ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 4 of 11 (d) the maximum annual repayment cost of the Base Rentals under the Lease shall not exceed $500,000, and the total repayment cost shall not exceed $12,500,000; and (e) the maximum net effective interest rate on the interest component of the Base Rentals relating to the 2014A Certificates shall not exceed 5.00%. Pursuant to § 11-57-205 of the Supplemental Act, the Town Council hereby delegates to each of the Mayor, the Town Manager or the Finance Director the authority to sign a contract for the purchase of the 2014A Certificates or to accept a binding bid for the 2014A Certificates and to execute any agreement or agreements in connection therewith. In addition, each of the Mayor, the Town Manager or the Finance Director is hereby authorized to determine if obtaining an insurance policy for all or a portion of the 2014A Certificates is in the best interests of the Town, and if so, to select an insurer to issue an insurance policy, execute a commitment relating to the same and execute any related documents or agreements required by such commitment. Each of the Mayor, the Town Manager or the Finance Director is also hereby authorized to determine if obtaining a reserve fund insurance policy for the 2014A Certificates is in the best interests of the Town, and if so, to select a surety provider to issue a reserve fund insurance policy and execute any related documents or agreements required by such commitment. The Town Council hereby agrees and acknowledges that the proceeds of the 2014A Certificates will be used to finance the costs of the Project and to pay other costs of issuance. Section 5. Approval of Documents. The Site Lease, the Lease, and the Disclosure Certificate, in substantially the forms presented to the Town Council and on file with the Town, are in all respects approved, authorized and confirmed, and the Mayor or Mayor Pro Tem of the Town is hereby authorized and directed for and on behalf of the Town to execute and deliver the Site Lease, the Lease, and the Disclosure Certificate in substantially the forms and with substantially the same contents as presented to the Town Council, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. Section 6. Approval of Official Statement. A Preliminary Official Statement and a final Official Statement, in substantially the form of the Official Statement relating to the 2010 Certificates of Participation, which such updates and revisions as hereafter approved by the Mayor, the Town Manager or the Finance Director, and as hereafter presented to the Town Council and on file with the Town, is in all respects approved and authorized. The Mayor is hereby authorized and directed, for and on behalf of the Town, to execute and deliver the final Official Statement in substantially the form and with substantially the same content as the Preliminary Official Statement, with such changes as may be approved by the Town Manager or the Finance Director. The distribution of the Preliminary Official Statement and the final Official Statement to all interested persons in connection with the sale of the 2014A Certificates is hereby ratified, approved and authorized. Section 7. Authorization to Execute Collateral Documents. No provision of this ordinance, the Site Lease, the Lease, the Indenture, or the 2014A Certificates, shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or home rule ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 5 of 11 charter provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall have no obligation to make any payment with respect to the 2014A Certificates except in connection with the payment of the Base Rentals (as defined in the Lease) and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. Neither the Lease nor the 2014A Certificates shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the 2014A Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the 2014A Certificates shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town’s then current fiscal year. Section 8. No General Obligation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, the 2014A Certificates, the Preliminary Official Statement, or the final Official Statement shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or Charter provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall have no obligation to make any payment with respect to the 2014A Certificates except in connection with the payment of the Base Rentals (as defined in the Lease) and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. Neither the Lease nor the 2014A Certificates shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the 2014A Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the 2014A Certificates shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town’s then current fiscal year. Section 9. Reasonableness of Rentals. The Town Council hereby determines and declares that the Base Rentals due under the Lease, in the maximum amounts authorized pursuant to Section 3 hereof, constitute the fair rental value of the Leased Property and do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property pursuant to the Lease. The Town Council hereby determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 6 of 11 The Town Council hereby further determines that the amount of rental payments to be received by the Town from the Trustee pursuant to the Site Lease is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease as provided therein. Section 10. No Recourse against Officers and Agents. Pursuant to § 11-57-209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the 2014A Certificates. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2014A Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2014A Certificate specifically waives any such recourse. Section 11. Repealer. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 12. 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 13. Interpretation. This Ordinance shall be so interpreted and construed as to effectuate its general purpose. Section 14. Charter Controls. Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the provisions of this Ordinance and the Sale Certificate authorized hereby and such statutes. Any such inconsistency or conflict is intended by the Town Council and shall be deemed made pursuant to the authority of Article XX of the State Constitution and the Charter. Section 15. Effective Date, Recording, and Authentication. This Ordinance shall be in full force and effect thirty days after the date of final passage in accordance with Section 6.4 of the Charter. This Ordinance shall be numbered and recorded in the official records of the Town kept for that purpose, and shall be authenticated by the signatures of the Mayor and Mayor Pro-Tem and Town Clerk, and published in accordance with law. ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 7 of 11 Section 16. Safety Clause. The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town, 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 17. Publication. The Town Clerk is ordered to publish this Ordinance in full after adoption on first reading, and such publication shall include the day, hour and place at which Council shall hold a public hearing on said ordinance. The Ordinance shall be published in full after final passage pursuant to the Charter. INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED PUBLISHED IN FULL AND REFERRED TO PUBLIC HEARING, and setting such public hearing for October 14, 2014, at 5:30 p.m., at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado, on September 23, 2014. TOWN OF AVON, COLORADO ____________________________ Rich Carroll, Mayor ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Debbie Hoppe, Town Clerk Eric J. Heil, Town Attorney INTRODUCED, FINALLY APPROVED, PASSED ON SECOND READING, AND ORDERED PUBLISHED IN FULL on October 14, 2014. ____________________________ Rich Carroll, Mayor ATTEST: __________________________ Debbie Hoppe, Town Clerk ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 1 of 11 STATE OF COLORADO ) ) COUNTY OF EAGLE ) SS. ) TOWN OF AVON ) I, Debbie Hoppe, the Town Clerk of the Town of Avon, Colorado (the “Town”), do hereby certify: I, the duly elected, qualified, and acting Town Clerk of the Town of Avon, Colorado (the “Town”), do hereby certify that: (1) The foregoing pages are a true, correct and complete copy of an ordinance (the “Ordinance”) that was introduced, approved on first reading and ordered published in full in accordance with the Town Charter (the “Charter”) by the Town Council at a regular meeting thereof held on September 23, 2014, and was introduced, approved on second and final reading, and ordered published in full in accordance with the Charter on October 14, 2014, which Ordinance has not been revoked, rescinded or repealed and is in full force and effect on the date hereof. (2) The Ordinance was duly moved and seconded, and the Ordinance was approved on first reading, at the meeting of September 23, 2014, by an affirmative vote of a majority of the membership of the entire Town Council as follows: Councilmember Voting “Yes” Voting “No” Absent Abstaining Rich Carroll Jennie Fancher David Dantas Chris Evans Matt Gennett Buz Reynolds Jake Wolf (3) The Ordinance was duly moved and seconded, and the Ordinance was approved on second and final reading, at the meeting of October 14, 2014, by an affirmative vote of a majority of the membership of the entire Town Council as follows: ATTACHMENT A: Ordinance No. 14-17 Ord. No. 14-17 Approving Certificates of Participation FINAL Page 2 of 11 Councilmember Voting “Yes” Voting “No” Absent Abstaining Rich Carroll Jennie Fancher David Dantas Chris Evans Matt Gennett Buz Reynolds Jake Wolf (4) The members of the Town Council were present at such meetings and voted on the passage of such Ordinance as set forth above. (5) The Ordinance was authenticated by the signature of the Mayor, sealed with the Town seal, attested by the Town Clerk, and recorded in the minutes of the Town Council. (6) There are no bylaws, rules or regulations of the Town Council that might prohibit the adoption of the Ordinance. (7) Notices of the meetings of September 23, 2014, and October 14, 2014, in the forms attached hereto as Exhibit A were posted at the Town Hall not less than 24 hours prior to each meeting in accordance with law. (8) On September __, 2014, and October __, 2014, the Ordinance was published in full in the Vail Daily, a newspaper of general circulation in the Town, in accordance with the Charter. Affidavits of publication are attached hereto as Exhibit B. WITNESS my hand and the seal of the Town affixed this ____ day of October, 2014. [ S E A L ] _______________________________________ Town Clerk ATTACHMENT A: Ordinance No. 14-17 A-1 EXHIBIT A (Attach Notices of Meetings of September 23, 2014 and October 14, 2014) ATTACHMENT A: Ordinance No. 14-17 B-1 EXHIBIT B (Affidavits of Publication) ATTACHMENT A: Ordinance No. 14-17 AFTERRECORDATIONPLEASERETURNTO: ButlerSnowLLP 1801CaliforniaStreet,Suite5100 Denver,Colorado80202 Attention:DeeP.Wisor,Esq. PursuanttoSection39-13-104(1)(j),ColoradoRevisedStatutes,thisSiteandImprovementLeaseisexemptfromthe documentaryfee. SITEANDIMPROVEMENTLEASE DATEDASOF[________],2014 BETWEEN TOWNOFAVON,COLORADO ASLESSOR AND UMBBANK,N.A., SOLELYINITSCAPACITYASTRUSTEEUNDERTHEINDENTURE, ASLESSEE ATTACHMENT B: Form of Site Lease This SITEANDIMPROVEMENTLEASE,datedasof[________],2014(this“Site Lease”),isbyandbetweenthe TOWNOF AVON,COLORADO,ahomerulemunicipalityduly organizedandvalidlyexistingundertheConstitutionandlawsoftheStateofColorado(the “Town”),aslessor,and UMBBANK,N.A.,Denver,Colorado,anationalbankingassociationduly organizedandvalidlyexistingunderthelawsoftheUnitedStatesofAmerica,solelyinits capacityastrusteeundertheIndenture(the“Trustee”),aslessee. PREFACE Unlessthecontextotherwiserequires,capitalizedtermsusedhereinshallhavethe meaningsascribedtothemhereinandintheLeasePurchaseAgreement,datedasof[________], 2014(the“Lease”),betweentheTrustee,aslessor,andtheTown,aslessee. RECITALS TheThe Town hasbeenisa dulyorganizedand isvalidly existing asa homerule1. municipality underof the State of Colorado,created and operating pursuant to Article XX of the ConstitutionoftheStateofColoradoandthe Charterhome rule charter oftheTown(the “Charter”). Pursuantto ArticleChapter XIVoftheCharter andArticleXXoftheColorado2. Constitution,theTownisauthorizedto enter into one or more leases or lease-purchase,sell, exchange or dispose of any interest in real property,and the Council by ordinance may lease,for such a term as the Council shall determine any real property to any person,firm or corporation, public or private agreements for land,buildings,equipment and other property for governmental orproprietarypurposes. TheTownisauthorized pursuanttobyArticleXX,Section 14.9oftheCharterto3. enter into long term rental installment purchase contracts and6 of the Colorado Constitution,its Charter,and part 8 of Article 15 of title 31,Colorado Revised Statutes (“C.R.S.”),to enter into rentalorleaseholdagreements in order to provide necessary land,buildings,equipment and other propertyforgovernmentalorproprietarypurposes. The Town Council oftheTown(the “Council”)hasdetermined that itis necessary4. that the Townin the best interests of the Town and its inhabitants and public interest and necessity to execute the Lease to financetheacquisition,ofcertainrealproperty and the buildings and improvements located thereon forTownpurposes,as authorized by law (the “Project”). TheCouncilhasdeterminedthatitisinthebestinterestsoftheTownandits5. inhabitantstoprovideforthefinancingtheProjectbyenteringintothisSiteLeaseandtheLease. TheTownowns,orwill,contemporaneouslywiththeexecutionanddelivery6. hereof,own,infeetitle,theSite(the“Site”)andthepremises,buildingsandimprovements locatedthereon,(asmoreparticularlydescribedin Exhibit A attachedhereto,the“Leased Property”).ToaccomplishtheProject,theTrusteewillacquirealeaseholdinterestintheSiteby leasingtheSitefromtheTownpursuanttothisSiteLeaseandwillleasetheSitebacktothe TownpursuanttotheLease. 1 ATTACHMENT B: Form of Site Lease TheCouncilhasdeterminedthatitisinthebestinterestoftheTownandits7. residentsandinhabitantstoprovideforthefinancingoftheProjectbyenteringintothisSite LeaseandtheLease,andbyleasingtheProjectfromtheTrusteepursuanttothetermsofthe Lease,andsubleasingtheSitefromtheTrusteepursuanttotheLease. TheTrusteeandtheTownintendthatthisSiteLeasesetforththeirentire8. understandingandagreementregardingthetermsandconditionsuponwhichtheTrusteeis leasingtheLeasedPropertyfromtheTown. ContemporaneouslywiththeexecutionanddeliveryofthisSiteLeaseandthe9. Lease,theTrusteewillexecuteanddeliveranIndentureofTrust(the“Indenture”)pursuantto whichthereisexpectedtobeexecutedanddeliveredcertaincertificatesofparticipation(the “Certificates”)datedasoftheirdateofdeliverythatshallevidenceproportionateinterestsinthe righttoreceivecertainRevenues(asdefinedintheLease),shallbepayablesolelyfromthe sourcesthereinprovidedandshallnotdirectlyorindirectlyobligatetheTowntomakeany paymentsbeyondthoseappropriatedforanyfiscalyearduringwhichtheLeaseshallbeineffect. TheproceedsoftheCertificateswillbeutilizedfortheProject,aswellasforthe10. paymentofthecostsofexecutionanddeliveryoftheCertificates. TheTownproposestoenterintothisSiteLeasewiththeTrusteeasmaterial11. considerationfortheTrustee’sagreementtoleasetheLeasedPropertytotheTownpursuantto theLease.TheTrusteeshallprepayinfullitsrentalpaymentsdueunderthisSiteLeasewhich rentalpaymentsshallbeusedbytheTowntoeffecttheProject,allpursuanttothisSiteLease, theLeaseandtheIndenture. NOW,THEREFORE,forandinconsiderationofthemutualpromisesandcovenants hereincontained,thepartiesheretoagreeasfollows; SiteLeaseandTerms.TheTownherebydemisesandleasestotheSection1. TrusteeandtheTrusteeherebyleasesfromtheTown,onthetermsandconditionshereinafterset forth,the SiteLeased Property,subjecttoPermittedEncumbrancesasdescribedin Exhibit B hereto. ThetermofthisSiteLeaseshallcommenceonthedatehereofandshallendon December31,20[__](the“SiteLeaseTerminationDate”),unlesssuchtermissoonerterminated ashereinafterprovided.If,priortotheSiteLeaseTerminationDate,theTrusteehastransferred andconveyedtheTrustee’sleasehold interestsinterest in all of the SiteLeased Property pursuant toArticle 1211 oftheLeaseasaresultoftheTown’spaymentof(a)theapplicablePurchase OptionPricethereunder;or(b)allBaseRentalsandAdditionalRentals,allasfurtherprovidedin Section 12.211.2 oftheLease,thenthetermofthisSiteLeaseshallendinconnectionwithsuch transferandconveyance. Thetermofanysubleaseofthe SiteLeased Property oranyportionthereof,orany assignmentoftheTrustee’sinterestinthisSiteLease,pursuanttoSection5hereof,theLeaseand theIndenture,shallnotextendbeyondDecember31,20[__].AttheendofthetermofthisSite Lease,allright,titleandinterestoftheTrustee,oranysublesseeorassignee,inandtothe 2 ATTACHMENT B: Form of Site Lease SiteLeased Property,shallterminate.Uponsuchtermination,theTrusteeandanysublesseeor assigneeshallexecuteanddelivertotheTownanynecessarydocumentsreleasing,assigning, transferringandconveyingtheTrustee’s,sublessee’sor assignees’assignee’s respectiveinterests inthe SiteLeasedProperty. Rental.TheTrusteehaspaidtotheTownandtheTownherebySection2. acknowledgesreceiptfromtheTrusteeasandforrentalhereunder,paidinadvance,thesumof $[___________],asandforallrentduehereunder,andothergoodandvaluableconsideration, the receipt and the sufficiencyofwhichareherebyacknowledged,to have and to hold for the term of this Site Lease as provided herein.TheTownherebydeterminesthatsuchamountis reasonableconsiderationfortheleasingoftheLeasedPropertytotheTrusteeforthetermofthis SiteLease. Purpose.TheTrusteeshallusethe SiteLeasedProperty solelyfortheSection3. purposeofleasingthe SiteLeased Property backtotheTownpursuanttotheLeaseandforsuch purposesasmaybeincidentalthereto;provided,thatupontheoccurrenceofanEventof NonappropriationoranEventofLeaseDefaultandtheterminationoftheLease,theTownshall vacatetheLeasedProperty,asprovidedintheLease,andtheTrusteemayexercisetheremedies providedinthisSiteLease,theLeaseandtheIndenture. OwnerinFee.TheTownrepresentsthat(a)itistheownerinfeeoftheSection4. LeasedProperty,subjectonlytoPermittedEncumbrancesasdescribedin Exhibit B hereto,and (b)thePermittedEncumbrancesdonotandshallnotinterfereinanymaterialwaywiththe LeasedProperty.TheTrusteeacknowledgesthatitisonlyobtainingaleaseholdinterestinthe LeasedPropertyandpursuanttothisSiteLease. Sales,AssignmentsandSubleases.UnlessanEventofNonappropriationSection5. oranEventofLeaseDefaultshallhaveoccurredandexceptasmayotherwisebeprovidedinthe Lease,theTrusteemaynotsellorassignitsrightsandinterestsunderthisSiteLeaseorsubletall oranyportionoftheLeasedProperty,withoutthewrittenconsentoftheTown. Intheeventthat(a)theLeaseisterminatedforanyreasonand(b)thisSiteLeaseisnot terminated,theTrusteemaysubleasetheLeasedPropertyoranyportionthereof,orsellorassign theTrustee’s leaseholdinterestsinthisSiteLease,pursuanttothetermsoftheLeaseandthe Indenture,andanypurchasersfromorsublesseesorassigneesoftheTrusteemaysellorassign itsrespectiveinterestsintheLeasedProperty,subjecttothetermsofthisSiteLease,theLease andtheIndenture.TheTownandtheTrustee(oranypurchasersfromorassigneesorsublessees oftheTrustee)agreethat,exceptaspermittedbythisSiteLease,theLeaseandtheIndentureand exceptforPermittedEncumbrances(includingpurchaseoptionsundertheLease),neitherthe Town,theTrustee,noranypurchasersfromorsublesseesorassigneesoftheTrusteewillsell, mortgageorencumbertheLeasedPropertyoranyportionthereofduringthetermofthisSite Lease. The Trustee and any other person who has the right to use the Leased Property under this Site Lease,at its own expense,may install equipment and other personal property in or on any portion of the Leased Property unless it is permanently affixed to the Leased Property or removal 3 ATTACHMENT B: Form of Site Lease of it would materially damage the Leased Property,in which case it will become part of the LeasedProperty. RightofEntry.TheTownreservestheright,solongasnoEventofSection6. NonappropriationorEventofLeaseDefaultshallhaveoccurred,foranyofitsdulyauthorized representativestoenterupontheLeasedPropertyatanyreasonabletimetoinspectthesameorto makeanyrepairs,improvementsorchangesnecessaryforthepreservationthereof. Termination.TheTrusteeagrees,upontheterminationofthisSiteLease,Section7. toquitandsurrenderalloftheLeasedProperty,andagreesthatanypermanentimprovements andstructuresexistingupontheLeasedPropertyatthetimeoftheterminationofthisSiteLease shallremainthereon andtitletheretoshallvestintheTown. Default.IntheeventtheTrusteeshallbeindefaultintheperformanceofSection8. anyobligationonitsparttobeperformedunderthetermsofthisSiteLease,whichdefault continuesfor30daysfollowingnoticeanddemandforcorrectionthereoftotheTrustee,the Townmayexerciseanyandallremediesgrantedbylaw,exceptthatnomergerofthisSiteLease andoftheLeaseshallbedeemedtooccurasaresultthereofandthatsolongasanyCertificates areOutstandingandunpaidundertheIndenture,theBaseRentalsdueundertheLeaseshall continuetobepaidtotheTrusteeexceptasotherwiseprovidedintheLease.Inaddition,solong asanyoftheCertificatesareOutstanding,thisSiteLeaseshallnotbeterminatedexceptas describedinSection1hereof. QuietEnjoymentandAcknowledgmentofOwnership.TheTrusteeatSection9. alltimesduringthetermofthisSiteLeaseshallpeaceablyandquietlyhave,holdandenjoythe LeasedProperty,subjecttotheprovisionsoftheLeaseandtheIndenture,andtheTownhereby acknowledgesthattheTrusteeshallhavealeaseholdinterestinallimprovementsoradditionsto bebuiltontheLeasedPropertysubjecttothisSiteLease,theLeaseandtheIndenture. Trustee’sDisclaimer.Itisexpresslyunderstoodandagreedthat(a)thisSection10. SiteLeaseisexecutedbyUMBBank,n.a.solelyinitscapacityasTrusteeundertheIndenture, and(b)nothinghereinshallbeconstruedascreatinganyliabilityonUMBBank,n.a.otherthan initscapacityasTrusteeundertheIndenture.AllfinancialobligationsoftheTrusteeunderthis SiteLease,exceptthoseresultingfromitswillfulmisconductornegligence,arelimitedtothe TrustEstate. Taxes;Maintenance;Insurance.DuringtheLeaseTermoftheLeaseSection11. andinaccordancewiththeprovisionsoftheLease,includingSections 9.18.1 and 9.38.3 thereof, theTowncovenantsandagreestopayanyandalltaxes,assessmentsorgovernmentalcharges dueinrespectoftheLeasedPropertyandallmaintenancecostsandutilitychargesinconnection withtheLeasedProperty.Intheeventthat(a)theLeaseisterminatedforanyreason,(b)this SiteLeaseisnotterminated,and(c)theTrusteesubleasesalloranyportionoftheLeased PropertyorsellsorassignsitsinterestsinthisSiteLease,theTrustee,oranypurchaser,sublessee orassigneeoftheLeasedProperty(includingtheleaseholdinterestsoftheTrusteeresultingfrom thisSiteLease)shallpayorcausetobepaidwhendue,allsuchtaxes,assessmentsor governmentalchargesandmaintaintheLeasedPropertyingoodconditionandworkingorder. AnysuchpaymentsthataretobemadebytheTrusteeshallbemadesolelyfrom(a)theproceeds 4 ATTACHMENT B: Form of Site Lease ofsuchsale,subleasingorassignment,(b)fromtheTrustEstate,or(c)fromothermoneys furnishedtotheTrusteeunderSection8.02(m)oftheIndenture,andintheabsenceofavailable moneysidentifiedintheprecedingclauses(a)through(c),theTrusteeshallbeunderno obligationtopayorcausetobepaidwhendue,allsuchtaxes,assessmentsorgovernmental chargesandmaintaintheLeasedPropertyingoodconditionandworkingorder. TheprovisionsoftheLeaseshallgovernwithrespecttothemaintenanceofinsurance hereunderduringtheLeaseTermoftheLease.Intheeventthat(a)theLeaseisterminatedfor anyreason,(b)thisSiteLeaseisnotterminated,and(c)theTrusteesubleasesalloranyportion oftheLeasedPropertyorsellsorassignsitsinterestinthisSiteLease,theTrustee,orany sublessee,purchaserorassigneeoftheLeasedPropertyshallobtainandkeepinforce,(i) commercialgeneralliabilityinsuranceagainstclaimsforpersonalinjury,deathordamageto propertyofothersoccurringonorintheLeasedPropertyinanamountnotlessthan$990,000 and(ii)propertyinsuranceinanamountnotlessthanthefullreplacementvalueof the improvements and structures constituting theLeasedProperty.Anysuchinsurancethatistobe obtainedbytheTrusteeshallbepaidforsolelyfrom(a)theproceedsofsuch sale,subleasing, sale orassignment,(b)from theTrustEstate,or(c)otherfrom moneysfurnishedtotheTrustee underSection8.02(m)oftheIndentureandintheabsenceofavailablemoneysidentifiedinthe precedingclauses(a)through(c),theTrusteeshallbeundernoobligationtoobtainorkeepin forcesuchinsurancecoverages.AllsuchinsuranceshallnametheTrustee,anysublessee, purchaserorassigneeandtheTownas insureds and shall name the Trustee as loss payeeinsured. TheTownandtheTrusteeshallwaiveanyrightsofsubrogationwithrespecttotheTrustee,any sublessee,purchaserorassignee,andtheTown,andtheirmembers,directors,officers,agents andemployees,whileactingwithinthescopeoftheiremploymentandeachsuchinsurance policyshallcontainsuchawaiverofsubrogationbytheissuerofsuchpolicy. NothingintheprecedingparagraphsorinthisSiteLeaseshallbeinterpretedorconstrued torequiretheTrusteetosubleasealloranyportionoftheLeasedPropertyorsellorassignits interestsinthisSiteLease,intheeventthattheLeaseisterminatedforanyreasonandthisSite Leaseisnotterminated. Damage,DestructionorCondemnation.TheprovisionsoftheLeaseSection12. shallgovernwithrespecttoanydamage,destructionorcondemnationoftheLeasedProperty duringtheLeaseTermoftheLease.Intheeventthat(a)theLeaseisterminatedforanyreason and(b)thisSiteLeaseisnotterminated,andeither(i)theLeasedPropertyoranyportionthereof isdamagedordestroyed,inwholeorinpart,byfireorothercasualty,or(ii)titletooruseofthe LeasedPropertyoranypartthereofshallbetakenundertheexerciseofthepowerofeminent domain,theTownandtheTrustee,oranysublessee,purchaserorassigneeoftheLeased PropertyfromtheTrusteeshallcausetheNetProceedsofanyinsuranceclaimorcondemnation awardtobeappliedinaccordancewiththeprovisionsofArticle 109 oftheLease. HazardousSubstances.ExceptforcustomarymaterialsnecessaryforSection13. operation,cleaningandmaintenanceoftheLeasedProperty,noneoftheTown,theTrusteeor anysublessee,purchaserorassigneeoftheLeasedPropertyfromtheTrusteeshallcauseor permitanyHazardousSubstancetobebroughtupon,generatedat,storedorkeptorusedinor abouttheLeasedPropertywithoutpriorwrittennoticetotheTownandtheTrusteeandall HazardousSubstances,includingcustomarymaterialsnecessaryforconstruction,operation, 5 ATTACHMENT B: Form of Site Lease cleaningandmaintenanceoftheLeasedProperty,willbeused,keptandstoredinamannerthat complieswithalllawsregulatinganysuchHazardousSubstancesobroughtuponorusedorkept onorabouttheLeasedProperty.IfthepresenceofHazardousSubstanceontheLeasedProperty causedorpermittedbytheTown,theTrusteeoranysublessee,purchaserorassigneeofthe LeasedPropertyfromtheTrustee,asthecasemaybe,resultsincontaminationoftheLeased Property,orifcontaminationoftheLeasedPropertybyHazardousSubstanceotherwiseoccurs forwhichtheTown,theTrusteeoranysublesseeorassigneeoftheLeasedProperty,asthecase maybe,islegallyliablefordamageresultingtherefrom,thentheTown,theTrusteeorany sublessee,purchaserorassigneeoftheLeasedPropertyfromtheTrustee,asthecasemaybe, shallreimbursetheotherpartyforitsreasonableandnecessarylegalexpensestodefendthe partiesheretoorassigneeshereofthathavenotcausedorpermittedsuchcontaminationandare notsolegallyliablewithrespecttothisSiteLeasefromclaimsfordamages,penalties,fines, costs,liabilitiesorlosses;providedthatthecostofsuchdefense,(a)inthecaseoftheTrustee, shallbepayablesolelyfromtheTrustEstate,or(b)inthecaseoftheTown,shallbepayableonly ifthecostofsuchdefensehasbeenannuallyappropriatedbytheTown.Thisdutytoreimburse legalexpensesisnotanindemnification.ItisexpresslyunderstoodthatnoneoftheTown,the Trusteeoranysublessee,purchaserorassigneeisindemnifyinganyotherpersonwithrespectto thisSiteLease.Withoutlimitingtheforegoing,ifthepresenceofanyHazardousSubstanceon theLeasedPropertycausedorpermittedby: theTrusteeoranysublessee,purchaserorassigneeoftheLeasedProperty(a) fromtheTrustee,asthecasemaybe,resultsinanycontaminationoftheLeasedProperty, theTrusteeoranysublessee,purchaserorassigneeoftheLeasedPropertyfromthe Trustee,asthecasemaybe,shallprovidepriorwrittennoticetotheTownandthe Trusteeandpromptlytakeallactions,solelyattheexpenseoftheTrustEstateasare necessarytoeffectremediationofthecontaminationinaccordancewithlegal requirements;or theTown,resultsinanycontaminationoftheLeasedProperty,theTown(b) shallprovidepriorwrittennoticetotheTrusteeandpromptlytakeallactions,solelyat theexpenseoftheTown,whichexpensesshallconstituteAdditionalRentals,asare necessarytoeffectremediationofthecontaminationinaccordancewithlegal requirements. ThirdPartyBeneficiaries.ItisexpresslyunderstoodandagreedthattheSection14. OwnersoftheoutstandingCertificatesarethirdpartybeneficiariestothisSiteLeaseand enforcementofthetermsandconditionsofthisSiteLease,andallrightsofactionrelatingto suchenforcement,shallbestrictlyreservedtotheTown,asLessor,andtheTrustee,asLessee, andtheirrespectivesuccessorsandassigns,andtotheOwnersoftheCertificates.Exceptas hereinafterprovided,nothingcontainedinthisSiteLeaseshallgiveorallowanysuchclaimor rightofactionbyanyotherorthirdpersononthisSiteLease.Itistheexpressintentionofthe TownandtheTrusteethatanypersonotherthantheTown,theTrusteeortheOwnersofthe CertificatesreceivingservicesorbenefitsunderthisSiteLeaseshallbedeemedtobean incidentalbeneficiaryonly. PartialInvalidity.Ifanyoneormoreoftheterms,provisions,covenantsSection15. orconditionsofthisSiteLeaseshalltoanyextentbedeclaredinvalid,unenforceable,voidor 6 ATTACHMENT B: Form of Site Lease voidableforanyreasonwhatsoeverbyacourtofcompetentjurisdiction,thefindingororderor decreeofwhichbecomesfinal,noneoftheremainingterms,provisions,covenantsand conditionsofthisSiteLeaseshallbeaffectedthereby,andeachprovisionofthisSiteLeaseshall bevalidandenforceabletothefullestextentpermittedbylaw. NoMerger.TheTownandtheTrusteeintendthatthelegaldoctrineofSection16. mergershallhavenoapplicationtothisSiteLeaseandthatneithertheexecutionanddeliveryof theLeasebytheTrusteeandtheTownnortheexerciseofanyremediesunderthisSiteLeaseor theLeaseshalloperatetoterminateorextinguishthisSiteLeaseortheLease,exceptas specificallyprovidedhereinandtherein. Amendments.ThisSiteLeasemayonlybeamended,changed,modifiedSection17. oralteredasprovidedintheIndenture. Notices.Allnotices,statements,demands,consents,approvals,Section18. authorizations,offers,designations,requestsorothercommunicationshereunderbyeitherparty totheothershallbeinwritingandshallbesufficientlygivenandservedupontheotherpartyif deliveredpersonallyorifmailedshallbemadebyUnitedStatesregisteredmail,returnreceipt requested,postageprepaid,attheaddressesindicatedintheLease,ortosuchotheraddressesas therespectivepartiesmayfromtimetotimedesignateinwriting,orinsuchothermanneras authorizedbytheTownortheTrustee,asthecasemaybe. Recitals.TheRecitalssetforthinthisSiteLeaseareherebyincorporatedSection19. bythisreferenceandmadeapartofthisSiteLease. SectionHeadings.AllsectionheadingscontainedhereinareforSection20. convenienceofreferenceonlyandarenotintendedtodefineorlimitthescopeofanyprovision ofthisSiteLease. Execution.ThisSiteLeasemaybeexecutedinanynumberofSection21. counterparts,eachofwhichshallbedeemedtobeanoriginalbutalltogethershallconstitutebut oneandthesameSiteLease. GoverningLaw.ThisSiteLeaseshallbegovernedbyandconstruedinSection22. accordancewiththelawoftheStateofColoradowithoutregardtochoiceoflawanalysis. NoWaiverofGovernmentalImmunity.NoprovisionofthisSiteLeaseSection23. shall act or be deemed to be a waiver by the Town of the Colorado Governmental Immunity Act, CRS24-10-101,etseq. Section22.ElectronicTransactions.ThepartiesheretoagreethattheSection24. transactionsdescribedhereinmaybeconductedandrelateddocumentsmaybestoredby electronicmeans.Copies,telecopies,facsimiles,electronicfilesandotherreproductionsof originalexecuteddocumentsshallbedeemedtobeauthenticandvalidcounterpartsofsuch originaldocumentsforallpurposes,includingthefilingofanyclaim,actionorsuitinthe appropriatecourtoflaw. 7 ATTACHMENT B: Form of Site Lease Section 23.Governing Law.This Site Lease shall be governed by and construed in accordancewiththelawoftheStateofColoradowithoutregardtochoiceoflawanalysis. Section 24.No Waiver of Governmental Immunity.No provision of this Site Lease shall act or be deemed to be a waiver by the Town of the Colorado Governmental Immunity Act, CRS24-10-101,etseq. 8 ATTACHMENT B: Form of Site Lease INWITNESSWHEREOF,theTownandtheTrusteehavecausedthisSiteLeasetobe executedbytheirrespectiveofficersthereuntodulyauthorized,allasofthedayandyearfirst abovewritten. TOWNOFAVON,COLORADO, asLessor UMBBANK,N.A.,solelyinitscapacityas TrusteeundertheIndenture,asLessee By:By: RichardRich Carroll,Mayor LeighLutz,Senior Vice President [SEAL] ATTEST: ____________________________________ DebbieHoppe,TownClerk 9 ATTACHMENT B: Form of Site Lease STATEOFCOLORADO ) ) COUNTYOFEAGLE )SS. ) TOWNOFAVON ) Theforegoinginstrumentwasacknowledgedbeforemethis___dayof___________, 2014,by RichardRich CarrollandDebbieHoppe,asMayorandTownClerk,respectively,of TownofAvon,Colorado. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: ************************ STATEOFCOLORADO) )ss. CITYANDCOUNTYOFDENVER) Theforegoinginstrumentwasacknowledgedbeforemethis_____dayof___________, 2014,by ______________LeighLutz,as Senior VicePresidentofUMBBank,n.a.,asTrustee. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: 10 ATTACHMENT B: Form of Site Lease EXHIBITA DESCRIPTIONOFTHELEASEDPROPERTY: TheLeasedPropertyconsistsoftherealpropertyandthebuildingsandimprovements locatedthereonassetforthbelow,asamendedfromtimetotime. [insertlegaldescription] DescriptionoftheProject: [describe] A-1 ATTACHMENT B: Form of Site Lease EXHIBITB PERMITTEDENCUMBRANCES “PermittedEncumbrances”means,asofanyparticulartime:(a)liensfortaxesand assessmentsnotthendelinquent,orlienswhichmayremainunpaidpendingcontestpursuantto theprovisionsoftheLease;(b)thisSiteLease,theLease,theIndentureandanyrelatedfixture filingandanyliensarisingorgrantedpursuanttotheLeaseortheIndenture;(c)utility,access andothereasementsandrightsofway,licenses,permits,partywallandotheragreements, restrictionsandexceptionswhichtheMayorortheTownRepresentativecertifieswillnot materiallyinterferewithormateriallyimpairtheLeasedProperty,includingrightsorprivileges inthenatureofeasements,licenses,permitsandagreementsasprovidedintheLease;and(d)the easements,covenants,restrictions,liensandencumbrances(ifany)towhichtitletotheLeased PropertywassubjectwhenleasedtotheTrusteepursuanttothisSiteLease,asshownbelowand whichdonotinterfereinanymaterialwaywiththeLeasedProperty. Theeasements,covenants,restrictions,liensandencumbrances(ifany)towhichtitleto theLeasedPropertywassubjectwhenleasedtotheTrusteepursuanttothisSiteLeaseareas follows: Liensforadvaloremtaxesandspecialassessmentsnotthendelinquent,if1. applicable. ThisSiteLease.2. TheLease.3. Allotherencumbrancesappearingofrecordonthedatehereof.4. 22507344v12 B-1 ATTACHMENT B: Form of Site Lease DocumentcomparisonbyWorkshareCompareonThursday,October09,20147:44:33AM Input: Document1ID interwovenSite://RDG-DMS/ButlerSnow/22507344/1 Description #22507344v1<ButlerSnow>-SiteLease(townhallcop) Document2ID interwovenSite://RDG-DMS/ButlerSnow/22507344/2 Description #22507344v2<ButlerSnow>-SiteLease(townhallcop) v2 Renderingset Standard Legend: Insertion Deletion Movedfrom Movedto Stylechange Formatchange Moveddeletion Insertedcell Deletedcell Movedcell Split/Mergedcell Paddingcell Statistics: Count Insertions 45 Deletions 44 Movedfrom 2 Movedto 2 Stylechange 0 Formatchanged 0 Totalchanges 93 ATTACHMENT B: Form of Site Lease AFTERRECORDATIONPLEASERETURNTO: ButlerSnowLLP 1801CaliforniaStreet,Suite5100 Denver,Colorado80202 Attention:DeeP.Wisor,Esq. PursuanttoSection39-13-104(1)(j),ColoradoRevisedStatutes,thisLeasePurchaseAgreementisexemptfromthe documentaryfee LEASE PURCHASE AGREEMENT DATEDASOF [________],2014 BETWEEN UMBBANK,N.A., SOLELYINITS CAPACITYAS TRUSTEEUNDERTHE INDENTUREIDENTIFIEDHEREIN, AS LESSOR AND TOWNOF AVON,COLORADO, AS LESSEE ATTACHMENT C: Form of Lease ThisTableofContentsisnotapartofthisLeaseandisonlyforconvenienceof reference. TABLEOFCONTENTS ARTICLE1DEFINITIONS 3 Section1.1CertainFundsandAccounts.3 Section1.2Definitions.3 ARTICLE2REPRESENTATIONSANDCOVENANTS 9 Section2.1RepresentationsandCovenantsoftheTown.9 Section2.2RepresentationsandCovenantsoftheTrustee.10 Section2.3NatureofLease.11 Section2.4TownAcknowledgmentofCertainMatters.11 Section2.5RelationshipofTownandTrustee.11 ARTICLE3LEASEOFTHELEASEDPROPERTY 13 ARTICLE4LEASETERM 14 Section4.1DurationofLeaseTerm.14 Section4.2TerminationofLeaseTerm.15 ARTICLE5ENJOYMENTOFTHELEASEDPROPERTY 16 Section5.1Trustee’sCovenantofQuietEnjoyment.16 Section5.2Town’sNeedfortheLeasedProperty;DeterminationsastoFairValueandFair PurchasePrice.16 ARTICLE6PAYMENTSBYTHETOWN 17 Section6.1PaymentstoConstituteCurrentlyBudgetedExpendituresoftheTown.17 Section6.2BaseRentals,PurchaseOptionPriceandAdditionalRentals.17 Section6.3MannerofPayment.18 Section6.4Nonappropriation.19 Section6.5HoldoverTenant.20 Section6.6ProhibitionofAdverseBudgetorAppropriationModifications.21 ARTICLE7 RESERVED 22 ARTICLE8 TITLETOLEASEDPROPERTY;LIMITATIONSONENCUMBRANCES 2322 Section 8.17.1 TitletotheLeasedProperty;TitleInsurance.2322 Section 8.27.2 NoEncumbrance,MortgageorPledgeoftheLeasedProperty.2322 i ATTACHMENT C: Form of Lease ARTICLE 98 MAINTENANCE;TAXES;INSURANCEANDOTHERCHARGES 2524 Section 9.18.1 MaintenanceoftheLeasedPropertybytheTown.2524 Section 9.28.2 ModificationoftheLeasedProperty;InstallationofFurnishingsandMachinery oftheTown.2524 Section 9.38.3 Taxes,OtherGovernmentalChargesandUtilityCharges.2524 Section 9.48.4 ProvisionsForLiabilityandPropertyInsurance.2625 Section 9.58.5 Advances.2726 Section 9.68.6 GrantingofEasements.2726 ARTICLE 109 DAMAGE,DESTRUCTIONANDCONDEMNATION;USEOFNET PROCEEDS 2827 Section 10.19.1 Damage,DestructionandCondemnation.2827 Section 10.29.2 ObligationtoRepairandReplacetheLeasedProperty.2827 Section 10.39.3 InsufficiencyofNetProceeds.2928 Section 10.49.4 CooperationoftheTrustee.3029 ARTICLE 1110 DISCLAIMEROFWARRANTIES;OTHERCOVENANTS 3130 Section 11.110.1 DisclaimerofWarranties.3130 Section 11.210.2 FurtherAssurancesandCorrectiveInstruments.3130 Section 11.310.3 CompliancewithRequirements.3130 Section 11.4 Partial 10.4 ReleaseandSubstitutionofLeasedProperty.3130 Section 11.510.5 TaxCovenants.3231 Section 11.610.6 UndertakingtoProvideOngoingDisclosure.3332 Section 11.710.7 CovenanttoReimburseLegalExpenses.3332 Section 11.810.8 AccesstotheLeasedProperty;RightstoInspectBooks.3332 ARTICLE 1211 PURCHASEOPTION 3534 Section 12.111.1 PurchaseOption.3534 Section 12.211.2 ConditionsforPurchaseOption.3534 Section 12.311.3 MannerofConveyance.3534 ARTICLE 1312 ASSIGNMENTANDSUBLEASING 3736 Section 13.112.1 AssignmentbytheTrustee;ReplacementoftheTrustee.3736 Section 13.212.2 AssignmentandSubleasingbytheTown.3736 ARTICLE 1413 EVENTSOFLEASEDEFAULTANDREMEDIES 3837 Section 14.113.1 EventsofLeaseDefaultDefined.3837 Section 14.213.2 RemediesonDefault.3837 Section 14.313.3 LimitationsonRemedies.3938 Section 14.413.4 NoRemedyExclusive.4039 Section 14.513.5 Waivers.4039 ii ATTACHMENT C: Form of Lease Section 14.613.6 AgreementtoPayAttorneys’FeesandExpenses.4039 Section 14.713.7 WaiverofAppraisement,Valuation,Stay,ExtensionandRedemptionLaws. 4039 ARTICLE 1514 MISCELLANEOUS 4140 Section 15.114.1 SovereignPowersofTown.4140 Section 15.214.2 Notices.4140 Section 15.314.3 ThirdPartyBeneficiaries.4140 Section 15.414.4 BindingEffect.4140 Section 15.514.5 Amendments.4140 Section 15.614.6 AmountsRemaininginFunds.4241 Section 15.714.7 TripleNetLease.4241 Section 15.814.8 ComputationofTime.4241 Section 15.914.9 PaymentsDueonHolidays.4241 Section 15.1014.10 Severability. 4241 Section 15.1114.11 ExecutioninCounterparts. 4241 Section 15.12 ElectronicTransactions.43 Section15.1314.12 ApplicableLaw. 4342 Section 15.1414.13 TheTrusteeIsIndependentoftheTown. 4342 Section 15.1514.14 GovernmentalImmunity. 4342 Section 15.1614.15 Recitals. 4342 Section 15.1714.16 Captions. 4342 Section 15.1814.17 Trustee’sDisclaimer. 4342 Section14.18 ElectronicTransactions.42 iii ATTACHMENT C: Form of Lease EXHIBITA:DESCRIPTIONOFLEASEDPROPERTY A-1 EXHIBITB:PERMITTEDENCUMBRANCES B-1 EXHIBITC:BASERENTALSSCHEDULE C-1 EXHIBITD:FORMOFNOTICEOFLEASERENEWAL D-1 iv ATTACHMENT C: Form of Lease ThisLEASEPURCHASEAGREEMENT,datedasof[________],2014(this“Lease”), isbyandbetweenUMB BANKBank,Nn.Aa.,Denver,Colorado,anationalbankingassociation dulyorganizedandvalidlyexistingunderthelawsoftheUnitedStatesofAmerica,solelyinits capacityastrusteeundertheIndenture(the“Trustee”),aslessor,andthe TOWN OF AVON, COLORADOTown of Avon,Colorado,aColoradohomerulemunicipality(the“Town”),as lessee. PREFACE AllcapitalizedtermsusedhereinwillhavethemeaningsascribedtotheminArticle1of thisLease. RECITALS TheThe Town hasbeenisa dulyorganizedand isvalidly existing asa homerule1. municipality underof the State of Colorado,created and operating pursuant to Article XX of the ConstitutionoftheStateofColoradoandthe Charterhome rule charter oftheTown(the “Charter”). Pursuantto ArticleChapter XIVoftheCharter andArticleXX oftheColorado2. Constitution,theTownisauthorizedto purchase,sell,exchange or dispose of any interest in real property,and the Council by ordinance may lease,for such a term as the Council shall determine any real property to an person,firm or corporation,public or privateenter into one or more leases or lease-purchase agreements for land,buildings,equipment and other property for governmental orproprietarypurposes. TheTownisauthorizedbyArticleXX,Section6 oftheColoradoConstitution,its3. Charter,and part 8 of Article 15 of title 31,Colorado Revised Statutes (“C.R.S.”),to enter into rental or leasehold agreements in order to provide necessary land,buildings,equipment and other propertyforgovernmentalorproprietarypurposes. 3.TheTownCounciloftheTown(the“Council”)hasdeterminedthatitisinthe4. bestinterestsoftheTownanditsinhabitantsandpublicinterestandnecessitytoexecutethe LeasetofinancetheacquisitionofcertainrealpropertyforTownpurposes,asauthorizedbylaw (the“Project”). 4.TheCouncilhasdeterminedthatitisinthebestinterestoftheTownandits5. inhabitantstoprovideforthefinancingoftheProjectbyenteringintotheSiteLeaseandthis Lease. 5.TheTownowns,orwill,contemporaneouslywiththeexecutionanddeliveryof6. thisLease,own,infeetitle,theSiteandthepremises,buildingsandimprovementslocated thereon(asmoreparticularlydescribedin Exhibit A attachedhereto,the“LeasedProperty”).To accomplishtheProject,theTrustee,solelyinitscapacityofTrusteeundertheIndenture,will acquirealeaseholdinterestintheLeasedPropertybyleasingtheLeasedPropertyfromtheTown pursuanttotheSiteLeaseandtheTrusteewillleasetheLeasedProperty back totheTown pursuanttothisLease. 1 ATTACHMENT C: Form of Lease 6.ThepaymentbytheTownofBaseRentalsandAdditionalRentalshereunderin7. anyfutureFiscalYearissubjecttospecificAppropriationsandtherenewalbytheCouncilofthis LeaseforsuchfutureFiscalYear.TheBaseRentalsandAdditionalRentalspayablebythe TownunderthisLeaseshallconstitutecurrentexpendituresoftheTown. 7.NeitherthisLeasenorthepaymentbytheTownofBaseRentalsorAdditional8. RentalshereundershallbedeemedorconstruedascreatinganindebtednessoftheTownwithin themeaningofanyprovisionoftheColoradoconstitution,theCharterorthelawsoftheStateof ColoradoconcerningorlimitingthecreationofindebtednessbytheTown,andshallnot constituteamultiplefiscalyeardirectorindirectdebtorotherfinancialobligationoftheTown withinthemeaningofArticleX,Section20(4)oftheColoradoconstitutionoramandatory chargeorrequirementagainsttheTowninanyensuingFiscalYearbeyondthethencurrent FiscalYear.TheobligationoftheTowntopayBaseRentalsandAdditionalRentalshereunder shallbefromyeartoyearonly,shallconstitutecurrentlybudgetedexpendituresoftheTown, shallnotconstituteamandatorychargeorrequirementinanyensuingbudgetyear,nora mandatorypaymentobligationoftheTowninanyensuingFiscalYearbeyondanyFiscalYear duringwhichthisLeaseshallbeineffect.IntheeventthatthisLeaseisnotrenewed,thesole securityavailabletotheTrustee,aslessorhereunder,shallbetheLeasedProperty. 8.TheTrusteeisexecutingthisLeasesolelyinitscapacityastrusteeunderthe9. Indenture,andsubjecttotheterms,conditionsandprotectionsprovidedfortherein. 9.TheTrusteeandtheTownintendthatthisLeasesetforththeirentire10. understandingandagreementregardingthetermsandconditionsuponwhichtheTownisleasing theLeasedPropertyfromtheTrustee. NOW,THEREFORE,forandinconsiderationofthemutualpromisesandcovenants hereincontained,theTrusteeandtheTownagreeasfollows: 2 ATTACHMENT C: Form of Lease ARTICLE1 DEFINITIONS CertainFundsandAccounts.AllreferenceshereintoanyfundsandSection1.1 accountsshallmeanthefundsandaccountssodesignatedwhichareestablishedunderthe Indenture. Definitions.AllcapitalizedtermsusedhereinandnototherwisedefinedSection1.2 shallhavethemeaningsgiventothemintheIndenture,unlessthecontextotherwiserequires. CapitalizedtermsusedhereinshallhavethefollowingmeaningsunderthisLease: “AdditionalCertificates”meansAdditionalCertificateswhichmaybeexecutedand deliveredpursuanttotheIndenture. “AdditionalRentals”meansthepaymentorcostofall: (i)reasonableexpensesandfeesoftheTrusteerelatedtotheperformance(a) ordischargeofitsresponsibilitiesundertheprovisionsofthisLease,theSiteLeaseorthe Indenture,includingthereasonablefeesandexpensesofanypersonorfirmemployedby theTowntomakerebatecalculationsundertheprovisionsofSection3.05ofthe IndentureandtheexpensesoftheTrusteeinrespectofanypolicyofinsuranceobtained inrespectoftheCertificatesexecutedanddeliveredwithrespectto thethis Lease,(ii)the costofinsurancepremiumsandinsurancedeductibleamountsunderanyinsurancepolicy reasonablydeemednecessarybytheTrusteetoprotecttheTrusteefromanyliability underthisLease,approvedbytheTownRepresentative,whichapprovalshallnotbe unreasonablywithheld,(iii)reasonablelegalfeesandexpensesincurredbytheTrusteeto defendtheTrustEstateortheTrusteefromandagainstanylegalclaims,and(iv) reasonableexpensesandfeesoftheTrusteeincurredattherequestoftheTown Representative; taxes,assessments,insurancepremiums,utilitycharges,maintenance,(b) upkeep,repairandreplacementwithrespecttotheLeasedPropertyandasotherwise requiredunder thethis Lease; paymentsintotheRebateFundforrebatepaymentsasprovidedinthis(c) Lease;and allotherchargesandcosts(togetherwithallinterestandpenaltiesthat(d) mayaccruethereonintheeventthattheTownshallfailtopaythesame,asspecifically setforthinthisLease)whichtheTownagreestoassumeorpayasAdditionalRentals underthisLease. AdditionalRentalsshallnotincludeBaseRentals. “Appropriation”meanstheactionoftheCouncilinannuallymakingmoneysavailablefor allpaymentsdueunderthisLease,includingthepaymentofBaseRentalsandAdditional Rentals. 3 ATTACHMENT C: Form of Lease “ApprovalofSpecialCounsel”meansanopinionofSpecialCounseltotheeffectthatthe matterproposedwillnotadverselyaffecttheexcludabilityfromgrossincomeforfederalincome taxpurposesoftheInterestPortionoftheBaseRentalspaidbytheTownunderthisLease. “BaseRentals”meanstherentalpaymentspayablebytheTownduringtheLeaseTerm, whichconstitutepaymentspayablebytheTownforandinconsiderationoftherighttopossess andusetheLeasedPropertyassetforthin Exhibit C (BaseRentalsSchedule)hereto.Base RentalsdoesnotincludeAdditionalRentals. “BaseRentalsPaymentDates”meanstheBaseRentalsPaymentDatessetforthin ExhibitC (BaseRentalsSchedule)hereto. “BusinessDay”meansanyday,otherthanaSaturday,Sundayorlegalholidayoraday (a)onwhichbankslocatedinDenver,Coloradoarerequiredorauthorizedbylaworexecutive ordertocloseor(b)onwhichtheFederalReserveSystemisclosed. “Certificates”meansthe“CertificatesofParticipation,Series2014A,Evidencing ProportionateInterestsintheBaseRentalsandotherRevenuesunderanannuallyrenewable LeasePurchaseAgreementdatedasof[________],2014,betweenUMBBank,n.a.,solelyinits capacityastrusteeundertheIndenture,aslessor,andtheTownofAvon,Colorado,aslessee” datedasoftheirdateofdelivery,executedanddeliveredpursuanttotheIndenture. “Charter”meansthehomerulecharteroftheTown,andanyamendmentsorsupplements thereto. “ContinuingDisclosureCertificate”meansthecertificateexecutedbytheTownofeven dateherewithwhichconstitutesanundertakingpursuanttoRule15c2-12promulgatedbythe SecuritiesandExchangeCommission. “CostsofExecutionandDelivery”meansallitemsofexpensedirectlyorindirectly payablebytheTrusteerelatedtotheauthorization,executionanddeliveryoftheSiteLeaseand thisLeaseandrelatedtotheauthorization,sale,executionanddeliveryoftheCertificates,as furtherdefinedintheIndenture. “Council”meanstheTownCounciloftheTownoranysuccessortoitsfunctions. “Counsel”meansanattorneyatlaworlawfirm(whomaybecounselfortheTrustee) whoissatisfactorytotheTown. “CRS”meansColoradoRevisedStatutes. “Event(s)ofLeaseDefault”meansanyeventasdefinedinSection 14.113.1 ofthisLease. “EventofNonappropriation”meanstheterminationandnon-renewalofthisLeasebythe Town,determinedbytheCouncil’sfailure,foranyreason,toappropriatebythelastdayofeach FiscalYear,(a)sufficientamountstobeusedtopayBaseRentalsdueinthenextFiscalYearand (b)sufficientamountstopaysuchAdditionalRentalsasareestimatedtobecomedueinthenext FiscalYear,asprovidedinSection6.4ofthisLease.AnEventofNonappropriationmayalso 4 ATTACHMENT C: Form of Lease occurundercertaincircumstancesdescribedinSection 10.39.3(c)ofthisLease.Thetermalso meansanoticeunderthisLeaseoftheTown’sintentiontonotrenewandthereforeterminatethis LeaseoraneventdescribedinthisLeaserelatingtotheexercisebytheTownofitsrighttonot appropriateamountsdueasAdditionalRentalsinexcessoftheamountsforwhichan Appropriationhasbeenpreviouslyeffected. “FinanceDirector”meanstheFinanceDirectoroftheTownorhisorhersuccessorin functions,ifany. “FiscalYear”meanstheTown’sfiscalyear,whichbeginsonJanuary1ofeachcalendar yearandendsonDecember31ofthesamecalendaryear,oranyothertwelvemonthperiod whichtheTownorotherappropriateauthorityhereaftermayestablishastheTown’sfiscalyear. “ForceMajeure”means,withoutlimitation,thefollowing:actsofGod;strikes,lockouts orotherindustrialdisturbances;actsofpublicenemies;ordersorrestraintsofanykindofthe governmentoftheUnitedStatesofAmerica,theStateofColoradooranyoftheirdepartments, agenciesorofficialsoranycivilormilitaryauthority;insurrection;riots;landslides;earthquakes; fires;storms;droughts;floods;explosions;breakageoraccidentstomachinery,transmission pipesorcanals;oranyothercauseoreventnotwithinthecontroloftheTowninitscapacityas lesseehereunderortheTrustee. “HazardousSubstance”meansandincludes:(a)theterms“hazardoussubstance,” “release”and“removal”which,asusedherein,shallhavethesamemeaninganddefinitionasset forthinparagraphs(14),(22)and(23),respectively,ofTitle42U.S.C.§9601andinColorado law,provided,however,thattheterm“hazardoussubstance”asusedhereinshallalsoinclude “hazardouswaste”asdefinedinparagraph(5)of42U.S.C.§6903and“petroleum”asdefinedin paragraph(8)of42U.S.C.§6991;(b)theterm“superfund”asusedhereinmeansthe ComprehensiveEnvironmentalResponse,CompensationandLiabilityAct,asamended,being Title42U.S.C.§9601etseq.,asamended,andanysimilarStateofColoradostatuteorlocal ordinanceapplicabletotheLeasedProperty,including,withoutlimitation,Coloradorulesand regulationspromulgated,administeredandenforcedbyanygovernmentalagencyorauthority pursuantthereto;and(c)theterm“undergroundstoragetank”asusedhereinshallhavethesame meaninganddefinitionassetforthinparagraph(1)of42U.S.C.§6991. “Indenture”meanstheIndentureofTrust,datedasof[________],2014,enteredintoby theTrustee,asthesamemaybeamendedorsupplemented. “InitialTerm”meanstheperiodwhichcommencesonthedateofdeliveryofthisLease andterminatesonDecember31,2014. “InterestPortion”meanstheportionofeachBaseRentalspaymentthatrepresentsthe paymentofinterestsetforthin ExhibitC (BaseRentalsSchedule)hereto. “Lease”meansthisLeasePurchaseAgreement,datedasof[________],2014,between theTrustee,aslessor,andtheTown,aslessee,asthesamemayhereafterbeamended. 5 ATTACHMENT C: Form of Lease “LeaseBalance”meanstheTotalAggregatePrincipalPortionoftheBaseRentalsunder thisLeasesetforthon Exhibit C (BaseRentalsSchedule)hereto,lesstheaggregateamountof PrincipalPortionsofBaseRentalspaidorprepaidbytheTownpursuanttothisLease. “LeaseRemedy”or“LeaseRemedies”meansanyorallremedialstepsprovidedinthis LeasewheneveranEventofLeaseDefaultoranEventofNonappropriationhashappenedandis continuing,whichmaybeexercisedbytheTrusteeasprovidedinthisLeaseandintheIndenture. “LeaseTerm”meanstheInitialTermandanyRenewalTermsastowhichtheTownmay exerciseitsoptiontorenewthisLeasebyeffectinganAppropriationoffundsforthepaymentof BaseRentalsandAdditionalRentalshereunder,asprovidedinandsubjecttotheprovisionsof thisLease.“LeaseTerm”referstothetimeduringwhichtheTownisthelesseeoftheLeased PropertyunderthisLease. “LeasedProperty”meanstheSiteandthepremises,buildingsandimprovementssituated thereon,includingallfixturesattachedthereto,asmoreparticularlydescribedin Exhibit A to thisthe Lease,togetherwithanyandalladditionsandmodificationstheretoandreplacements thereof,including,without limitation,the easements,rights of way,covenants and other rights set forthinthedocumentslistedon ExhibitB attachedthereto,andanyNewFacility. “NetProceeds”meanstheproceedsofanyperformanceorpaymentbond,orproceedsof insurance,includingself-insurance,requiredbythisLeaseorproceedsfromanycondemnation award,orproceedsderivedfromtheexerciseofanyLeaseRemedyorotherwisefollowing terminationofthisLeasebyreasonofanEventofNonappropriationoranEventofLease Default,allocabletotheLeasedProperty,less(a)allrelatedexpenses(including,without limitation,attorney’sfeesandcosts)incurredinthecollectionofsuchproceedsoraward;and(b) allotherrelatedfees,expensesandpaymentsduetotheTownandtheTrustee. “NewFacility”meansanyrealproperty,buildingsorequipmentleasedbytheTownto theTrusteepursuanttoafutureamendmenttotheSiteLeaseandleasedbackbytheTownfrom theTrusteepursuanttoafutureamendmenttothisLeaseinconnectionwiththeexecutionand deliveryofAdditionalCertificates. “Owners”meanstheregisteredownersofanyCertificatesandBeneficialOwners. “PermittedEncumbrances,”withrespecttotheLeasedProperty,means,asofany particulartime:(a)liensfortaxesandassessmentsnotthendelinquent,orlienswhichmay remainunpaidpendingcontestpursuanttotheprovisionsofthisLease;(b)theSiteLease,this Lease,theIndentureandanyrelatedfixturefilingandanyliensarisingorgrantedpursuanttothe SiteLease,thisLeaseortheIndenture;(c)utility,accessandothereasementsandrightsofway, licenses,permits,partywallandotheragreements,restrictionsandexceptionswhichtheTown RepresentativecertifieswillnotmateriallyinterferewithormateriallyimpairtheLeased Property,includingrightsorprivilegesinthenatureofeasements,licenses,permitsand agreementsasprovidedinthisLease(d)anysubleaseoftheLeasedPropertythatarepermitted pursuanttothetermsandprovisionsofSection 13.212.2 hereof;and(e)theeasements, covenants,restrictions,liensandencumbrances(ifany)towhichtitletotheLeasedPropertywas 6 ATTACHMENT C: Form of Lease subjectwhenleasedtotheTrusteepursuanttotheSiteLease,asshownon Exhibit B heretoand whichdonotinterfereinanymaterialwaywiththeLeasedProperty. “Prepayment”meansanyamountpaidbytheTownpursuanttotheprovisionsofthis LeaseasaprepaymentoftheBaseRentalsduehereunder. “PrincipalPortion”meanstheportionofeachBaseRentalspaymentthatrepresentsthe paymentofprincipalsetforthin ExhibitC (BaseRentalsSchedule)hereto. “Project”means,totheextentfinancedwiththeproceedsoftheCertificates,the acquisitionofcertainrealpropertyandanyimprovementslocatedthereonforTownpurposes. “PurchaseOptionPrice”meanstheamountpayableonanydate,attheoptionofthe Town,toprepayBaseRentals,terminatetheLeaseTermandpurchasetheTrustee’sleasehold interestintheLeasedProperty,asprovidedherein. “RenewalTerm”meansanyportionoftheLeaseTermcommencingonJanuary1ofany calendaryearandterminatingonorbeforeDecember31ofsuchcalendaryearasprovidedin Article4ofthisLease. “Revenues”means(a)allamountspayablebyoronbehalfoftheTownorwithrespectto theLeasedPropertypursuanttothisLeaseincluding,butnotlimitedto,allBaseRentals, Prepayments,thePurchaseOptionPriceandNetProceeds,butnotincludingAdditionalRentals; (b)anyportionoftheproceedsoftheCertificatesdepositedintotheBaseRentalsFundcreated undertheIndenture;(c)anymoneyswhichmaybederivedfromanyinsuranceinrespectofthe Certificates;and(d)anymoneysandsecurities,includinginvestmentincome,heldbytheTrustee intheFundsandAccountsestablishedundertheIndenture(exceptformoneysandsecuritiesheld intheRebateFundoranydefeasanceescrowaccount). “Site”meanstherealpropertyownedbytheTownandleasedbytheTowntotheTrustee undertheSiteLeaseandsubleasedbytheTrusteetotheTownunderthisLease,thelegal descriptionofwhichissetforthin ExhibitA hereto,oranamendmentorsupplementhereto. “SiteLease”meanstheSiteandImprovementLease,datedasof[________],2014, betweentheTown,aslessor,andtheTrustee,aslessee,asthesamemayhereafterbeamended. “SpecialCounsel”meansanycounselexperiencedinmattersofmunicipallawandlisted inthelistofmunicipalbondattorneys,aspublishedsemiannuallybyTheBondBuyer,orany successorpublication.SolongastheLeaseTermisineffect,theTownshallhavetherightto selectSpecialCounsel. “TaxCertificate”meanstheTaxCertificateenteredintobytheTownwithrespecttothis Lease. “TaxCode”meanstheInternalRevenueCodeof1986,asamended,andallregulations andrulingspromulgatedthereunder. “Town”meanstheTownofAvon,Colorado. 7 ATTACHMENT C: Form of Lease “TownManager”meanstheTownManageroftheTownorhisorhersuccessorin function. “TownRepresentative”meanstheMayor,theTownManagerortheFinanceDirectoror suchotherpersonatthetimedesignatedtoactonbehalfoftheTownforthepurposeof performinganyactunderthisLease,theSiteLeaseortheIndenturebyawrittencertificate furnishedtotheTrusteecontainingthespecimensignatureofsuchpersonorpersonsandsigned onbehalfoftheTownbytheMayor. “Trustee”meansUMBBank,n.a.,actinginthecapacityoftrusteepursuanttothe Indenture,andanysuccessortheretoappointedundertheIndenture. 8 ATTACHMENT C: Form of Lease ARTICLE2 REPRESENTATIONSANDCOVENANTS RepresentationsandCovenantsoftheTown.TheTownrepresentsandSection2.1 covenantstotheTrustee,totheextentallowedbylawandsubjecttorenewalofthisLeaseand AppropriationassetforthinArticle6hereof,asfollows: TheTownisahomerule municipalitymunicipalcorporation duly(a) organizedandexistingwithintheStateundertheConstitutionandlawsoftheStateand itsCharter.TheTownisauthorizedtoenterintothisLeaseandtheSiteLeaseandto carryoutitsobligationsunderthisLeaseandtheSiteLease.TheTownhasduly authorizedandapprovedtheexecutionanddeliveryofthisLease,theSiteLeaseandall otherdocumentsrelatedtotheexecutionanddeliveryofthisLeaseandtheSiteLease. TheTownownstheLeasedPropertyandtheTrusteehasaleasehold(b) interestintheLeasedPropertypursuanttotheSiteLease. TheleasingoftheLeasedProperty bytheTown totheTrusteepursuantto(c) theSiteLease,and the implementation and completion of the Project by the Town and and the leasing or subleasing of the Leased Property from theTrustee,undertheterms andconditionsprovidedforinthisLease,and the implementation of the Project by the Town,arenecessary,convenientandinfurtheranceof the Town’s governmental purposes and isare inthebestinterestsofthecitizens and inhabitants oftheTown.TheTownwill applythenetproceedsderivedfromtheproceedsoftheCertificatesto the financing ofeffectuate theProject. NeithertheexecutionanddeliveryofthisLeaseandtheSiteLease,northe(d) fulfillmentoforcompliancewiththetermsandconditionsofthisLeaseandtheSite Lease,northeconsummationofthetransactionscontemplatedherebyorthereby, conflictswithorresultsinabreachoftheterms,conditionsorprovisionsofany restrictionoranyagreementorinstrumenttowhichtheTownisnowapartyorbywhich theTownoritspropertyisbound,orviolatesanystatute,regulation,rule,orderofany courthavingjurisdiction,judgmentoradministrativeorderapplicabletotheTown,or constitutesadefaultunderanyoftheforegoing,orresultsinthecreationorimpositionof anylienorencumbrancewhatsoeveruponanyofthepropertyorassetsoftheTown, exceptforPermittedEncumbrances. TheTownagreesthat,exceptfornon-renewalandnonappropriationasset(e) forthinArticle6hereof,iftheTownfailstoperformanyactwhichtheTownisrequired toperformunderthisLease,theTrusteemay,butshallnotbeobligatedto,performor causetobeperformedsuchact,andanyreasonableexpenseincurredbytheTrusteein connectiontherewithshallbeanobligationowingbytheTown(frommoneysforwhich anAppropriationhasbeeneffected)totheTrusteeshallbeapartofAdditionalRentals, andtheTrusteeshallbesubrogatedtoalloftherightsofthepartyreceivingsuch payment. 9 ATTACHMENT C: Form of Lease ThereisnolitigationorproceedingpendingagainsttheTownaffectingthe(f) rightoftheTowntoexecutethisLeaseortheSiteLeaseortheabilityoftheTownto makethepaymentsrequiredhereunderortootherwisecomplywiththeobligations containedherein,orwhich,ifadverselydetermined,would,intheaggregateorinany case,materiallyadverselyaffecttheproperty,assets,financialconditionorbusinessofthe TownormateriallyimpairtherightorabilityoftheTowntocarryonitsoperations substantiallyasnowconductedoranticipatedtobeconductedinthefuture. Exceptforcustomarymaterialsnecessaryforconstruction,operation,(g) cleaningandmaintenanceoftheLeasedProperty,theTownshallnotcauseorpermitany HazardousSubstancetobebroughtupon,generatedat,storedorkeptorusedinorabout theLeasedPropertywithoutpriorwrittennoticetotheTrustee,andallHazardous Substances,including,customarymaterialsnecessaryforconstruction,operation, cleaningandmaintenanceoftheLeasedProperty,willbeused,keptandstoredina mannerthatcomplieswithalllawsregulatinganysuchHazardousSubstancesobrought uponorusedorkeptinorabouttheLeasedProperty.IfthepresenceofanyHazardous SubstanceontheLeasedPropertycausedorpermittedbytheTownresultsin contaminationoftheLeasedProperty,orifcontaminationoftheLeasedPropertybyany HazardousSubstanceotherwiseoccursforwhichtheTownislegallyliablefordamage resultingtherefrom,thentheTownshallincludeasanAdditionalRentalanyamount necessarytoreimbursetheTrusteeforlegalexpensesincurredtodefend(totheextent thatanAppropriationforthenecessarymoneyshasbeeneffectedbytheTown)the Trusteefromclaimsfordamages,penalties,fines,costs,liabilitiesorlosses.The reimbursementoftheTrustee’slegalexpensesisnotanindemnification.Itisexpressly understoodthattheTownisnotindemnifyingtheTrusteeandexpensesofsuchdefense shallconstituteAdditionalRentals.Withoutlimitingtheforegoing,ifthepresenceofany HazardousSubstanceontheLeasedPropertycausedorpermittedbytheTownresultsin anycontaminationoftheLeasedProperty,theTownshallprovidepriorwrittennoticeto theTrusteeandpromptlytakeallactionsatitssoleexpense(whichexpensesshall constituteAdditionalRentals)asarenecessarytoeffectremediationofthecontamination inaccordancewithlegalrequirements. TheTowncovenantsandagreestocomplywithanyapplicablecovenants(h) andrequirementsoftheTownsetforthintheTaxCertificate. RepresentationsandCovenantsoftheTrustee.TheTrusteerepresentsSection2.2 andcovenantsasfollows: SolongasnoEventofIndentureDefaulthasoccurredandisthen(a) continuingorexisting,exceptasspecificallyprovidedintheSiteLeaseor thethis Leaseoras necessarytotransfertheTrustEstatetoasuccessorTrustee,theTrusteeshallnotpledgeor assigntheTrustee’sright,titleandinterestinandto(i)thethis LeaseortheSiteLease,(ii)the BaseRentals,otherRevenuesandcollateral,securityinterestsandattendantrightsand obligationswhichmaybederivedunder thethis LeaseortheSiteLeaseand/or(iii)theLeased PropertyandanyreversionthereinoranyofitsortheTrustee’sotherrightsunder thethis Lease ortheSiteLeaseorassign,pledge,mortgage,encumberorgrantasecurityinterestinitsorthe 10 ATTACHMENT C: Form of Lease Trustee’sright,titleandinterestin,toandunder thethis LeaseortheSiteLeaseortheLeased PropertyexceptforPermittedEncumbrances. Neithertheexecutionanddeliveryof thethis LeaseandtheSiteLeaseor(b) theIndenturebytheTrustee,northefulfillmentoforcompliancewiththetermsandconditions thereofandhereof,northeconsummationofthetransactionscontemplatedtherebyorhereby conflictswithorresultsinabreachoftheterms,conditionsandprovisionsofanyrestrictionor anyagreementorinstrumenttowhichtheTrusteeisnowapartyorbywhichtheTrusteeis bound,orconstitutesadefaultunderanyoftheforegoing. TotheTrustee’sknowledge,thereisnolitigationorproceedingpending(c) againsttheTrusteeaffectingtherightoftheTrusteetoexecute thethis LeaseandtheSiteLease ortoexecutetheIndenture,andperformitsobligationsthereunderorhereunder,exceptsuch litigationorproceedingashasbeendisclosedinwritingtotheTownonorpriortothedatethe Indentureisexecutedanddelivered. NatureofLease.TheTownandtheTrusteeacknowledgeandagreethatSection2.3 theBaseRentalsandAdditionalRentalshereundershallconstitutecurrentlybudgetedand appropriatedexpendituresoftheTownandmaybepaidfromanylegallyavailablefunds.The Town’sobligationsunderthisLeaseshallbesubjecttotheTown’sannualrighttoterminatethis Lease(asfurtherprovidedherein),andshallnotconstituteamandatorychargeorrequirementin anyensuingFiscalYearbeyondthethencurrentFiscalYear.NoprovisionofthisLeaseshallbe construedorinterpretedascreatingageneralobligation,multiplefiscalyearfinancialobligation, orotherindebtednessoftheTownwithinthemeaningofanyconstitutional,home rule charterCharter orstatutorydebtlimitation.NoprovisionofthisLeaseshallbeconstruedor interpretedascreatinganunlawfuldelegationofgovernmentalpowersnorasadonationbyora lendingofthecreditoftheTownwithinthemeaningofArticleXI,Sections1or2ofthe Coloradoconstitution.NeitherthisLeasenortheexecutionanddeliveryoftheCertificatesshall directlyorindirectlyobligatetheTowntomakeanypaymentsbeyondthosedulybudgetedand appropriatedfortheTown’sthencurrentFiscalYear.TheTownshallbeundernoobligation whatsoevertoexerciseitsoptiontopurchasetheTrustee’sleaseholdinterestintheLeased Property.NoprovisionofthisLeaseshallbeconstruedtopledgeortocreatealienonanyclass orsourceofTownmoneys,norshallanyprovisionofthisLeaserestrictthefutureissuanceof anyTownbondsorobligationspayablefromanyclassorsourceofTownmoneys(provided, however,certainrestrictionsintheIndentureshallapplytotheissuanceofAdditional Certificates).IntheeventthatthisLeaseisnotrenewedbytheTown,thesolesecurityavailable totheTrustee,aslessorhereunder,shallbetheLeasedProperty. TownAcknowledgmentofCertainMatters.TheTownacknowledgesSection2.4 theIndentureandtheexecutionanddeliverybytheTrusteeoftheCertificatespursuanttothe Indenture.TheTownalsoacknowledgestheTrustee’sauthoritytoactonbehalfoftheOwners oftheCertificateswithrespecttoallrights,titleandinterestsoftheTrusteein,toandunderthis Lease,theSiteLeaseandtheLeasedProperty. RelationshipofTownandTrustee.TherelationshipoftheTownandSection2.5 theTrusteeunderthisLeaseis,andshallatalltimesremain,solelythatoflesseeandlessor;and theTownneitherundertakesnorassumesanyresponsibilityordutytotheTrusteeortoanythird 11 ATTACHMENT C: Form of Lease partywithrespecttotheTrustee’sobligationsrelatingtotheLeasedProperty;andtheTrustee doesnotundertakeor assumesassume anyresponsibilityordutytotheTownortoanythirdparty withrespecttotheTown’sobligationsrelatingtotheLeasedProperty.Notwithstandingany otherprovisionsofthisLease:(a)theTownandtheTrusteearenot,anddonotintendtobe construedtobe,partners,jointventures,members,alteregos,managers,controllingpersonsor otherbusinessassociatesorparticipantsofanykindofeitheroftheother,andtheTownandthe Trusteedonotintendtoeverassumesuchstatus;and(b)theTownandtheTrusteeshallnotbe deemedresponsiblefor,oraparticipantin,anyacts,omissionsordecisionsofeitheroftheother. 12 ATTACHMENT C: Form of Lease ARTICLE3 LEASEOFTHELEASEDPROPERTY TheTrusteedemisesandleasestheLeasedPropertytotheTownandtheTownleasesthe LeasedPropertyfromtheTrustee,inaccordancewiththeprovisionsofthisLease,subjectonlyto PermittedEncumbrances,tohaveandtoholdfortheLeaseTerm. TheTownandtheTrusteeacknowledgethattheTownownstheLeasedPropertyandthe TownhasleasedtheLeasedPropertytotheTrusteepursuanttotheSiteLease;andtheTownand theTrusteeintendthattherebenomergeroftheTown’sinterestsassublesseeunderthisLease andtheTown’sownershipinterestintheLeasedPropertysoastocausethecancellationofthe SiteLeaseorthisLease,oranimpairmentoftheleaseholdandsubleaseholdinterestintendedto becreatedbytheSiteLeaseandthisLease. 13 ATTACHMENT C: Form of Lease ARTICLE4 LEASETERM DurationofLeaseTerm.TheLeaseTermshallcommenceasofthedateSection4.1 hereof.TheInitialTermshallterminateonDecember31,2014.ThisLeasemayberenewed, solelyattheoptionoftheTown,forthenumberofRenewalTermsrepresentedinExhibit C (BaseRentalsSchedule)attachedhereto.TheTownherebyfindsthatthemaximumLeaseTerm hereunderdoesnotexceedtheweightedaverageusefullifeoftheLeasedProperty.TheTown furtherdeterminesanddeclaresthattheperiodduringwhichtheTownhasanoptiontopurchase theTrustee’sleaseholdinterestintheLeasedProperty(i.e.theentiremaximumLeaseTerm) doesnotexceedtheusefullifeoftheLeasedProperty. TheFinanceDirectororotherofficeroftheTownatanytimechargedwiththe responsibilityofformulatingbudgetproposalsfortheTownisherebydirectedtoincludeinthe annualbudgetproposalssubmittedtotheCouncil,inanyyearinwhichthisLeaseshallbein effect,itemsforallpaymentsrequiredfortheensuingRenewalTermunderthisLeaseuntilsuch time,ifany,astheTownmaydeterminetonotrenewandterminatethisLease.Notwithstanding thisdirectiveregardingtheformulationofbudgetproposals,itistheintentionoftheTownthat anydecisiontoeffectanAppropriationfortheBaseRentalsandAdditionalRentalsshallbe madesolelybytheCouncilinitsabsolutediscretionandnotbyanyotherofficialoftheTown,as furtherprovidedinthefollowingparagraph.DuringtheLeaseTerm,theTownshallinany event,whetherornottheLeaseistoberenewed,furnishtheTrusteewithcopiesofitsannual budgetpromptlyafterthebudgetisadopted. NotlaterthanDecember15ofthethencurrentInitialTermoranyRenewalTermthe TownRepresentativeshallgivewrittennotice(insubstantiallytheformsetforthin Exhibit D attachedhereto)totheTrusteethateither: theTownhaseffectedorintendstoeffectonatimelybasisan(a) AppropriationfortheensuingFiscalYearwhichincludes(1)sufficientamounts authorizedanddirectedtobeusedtopayalloftheBaseRentalsand(2)sufficient amountstopaysuchAdditionalRentalsasareestimatedtobecomedue,allasfurther providedinSections6.2,6.3and6.4ofthisLease,whereupon,thisLeaseshallbe renewedfortheensuingFiscalYear;or theTownhasdetermined,foranyreason,nottorenewthisLeaseforthe(b) ensuingFiscalYear. SubjecttotheprovisionsofSection6.4(a)hereof,thefailuretogivesuchnoticeshallnot constituteanEventofLeaseDefault,norpreventtheTownfromelectingnottorenewthisLease, norresultinanyliabilityonthepartoftheTown.TheTown’soptiontorenewornottorenew thisLeaseshallbeconclusivelydeterminedbywhetherornottheapplicableAppropriationhas beenmadeonorbeforeDecember31ofeachFiscalYear,allasfurtherprovidedinArticle6of thisLease. 14 ATTACHMENT C: Form of Lease ThetermsandconditionshereofduringanyRenewalTermshallbethesameastheterms andconditionshereofduringtheInitialTerm,exceptthatthePurchaseOptionPriceandtheBase RentalsshallbeasprovidedinArticle 1211 and ExhibitC (BaseRentalsSchedule)hereof. TerminationofLeaseTerm.TheLeaseTermshallterminateupontheSection4.2 earliestofanyofthefollowingevents: theexpirationoftheInitialTermoranyRenewalTermduringwhichthere(a) occursanEventofNonappropriationpursuanttoSection4.1andArticle6ofthisLease (providedthattheLeaseTermwillnotbedeemedtohavebeenterminatediftheEventof NonappropriationiscuredasprovidedinSection6.4hereof); theoccurrenceofanEventofNonappropriationunderthisLease(b) (providedthattheLeaseTermwillnotbedeemedtohavebeenterminatediftheEventof NonappropriationiscuredasprovidedinSection6.4hereof); theconveyanceoftheTrustee’sleaseholdinterestintheLeasedProperty(c) underthisLeasetotheTownuponpaymentofthePurchaseOptionPriceorallBase RentalsandAdditionalRentals,forwhichanAppropriationhasbeeneffectedbythe Townforsuchpurpose,asprovidedinSection 12.211.2(a)or(b)ofthisLease;or anuncuredEventofLeaseDefaultandterminationofthisLeaseunder(d) Article 1413 ofthisLeasebytheTrustee. Exceptforaneventdescribedinsubparagraph(c)above,uponterminationofthisLease,the TownagreestopeacefullydeliverpossessionoftheLeasedPropertytotheTrustee. TerminationoftheLeaseTermshallterminateallunaccruedobligationsoftheTown underthisLease,andshallterminatetheTown’srightsofpossessionunderthisLease(exceptto theextentoftheholdoverprovisionsofSections6.5and 14.213.2(dc)(i)hereof,andexceptfor anyconveyancepursuanttoArticle 1211 ofthisLease).AllobligationsoftheTownaccrued priortosuchterminationshallbecontinuinguntiltheTrusteegiveswrittennoticetotheTown thatsuchaccruedobligationshavebeensatisfied. UponterminationoftheLeaseTermanymoneysreceivedbytheTrusteeinexcessofthe amountsnecessarytoterminateanddischargetheIndenture,shallbepaidtotheTown. TheTownshallnothavetherighttoterminatethisLeaseduetoadefaultbytheTrustee underthisLease. 15 ATTACHMENT C: Form of Lease ARTICLE5 ENJOYMENTOFTHELEASEDPROPERTY Trustee’sCovenantofQuietEnjoyment.TheTrusteeherebycovenantsSection5.1 thattheTownshall,duringtheLeaseTerm,peaceablyandquietlyhave,holdandenjoythe LeasedPropertywithoutsuit,troubleorhindrancefromtheTrustee.TheTrusteeshallnot interferewiththequietuseandenjoymentoftheLeasedPropertybytheTownduringtheLease TermsolongasnoEventofLeaseDefaultshallhaveoccurred.TheTrusteeshall,attherequest oftheTownandatthecostoftheTown,join and cooperatefullyinanylegalactioninwhichthe Townassertsagainstthirdpartiesitsrighttosuchpossessionandenjoyment,orwhichinvolves theimpositionofanytaxesorothergovernmentalchargesonorinconnectionwiththeLeased Property.Inaddition,theTownmayatitsownexpensejoininanylegalactionaffectingits possessionandenjoymentoftheLeasedPropertyandshallbejoinedinanyactionaffectingits liabilitieshereunder. TheprovisionsofthisArticle5shallbesubjecttotheTrustee’srighttoinspectthe LeasedPropertyandtheTown’sbooksandrecordswithrespecttheretoasprovidedinSection 11.810.7 hereof. Town’sNeedfortheLeasedProperty;DeterminationsastoFairSection5.2 ValueandFairPurchasePrice.TheTownhasdeterminedandherebydeterminesthatithasa currentneedfortheLeasedProperty.ItisthepresentintentionandexpectationoftheTownthat thisLeasewillberenewedannuallyuntiltheTrustee’sinterestsintheSiteLeasearereleasedand unencumberedtitletotheLeasedPropertyisacquiredbytheTownpursuanttothisLease;but thisdeclarationshallnotbeconstruedascontractuallyobligatingorotherwisebindingtheTown. TheTownhasdeterminedandherebydeterminesthattheBaseRentalsunderthisLeaseduring theLeaseTermfortheLeasedPropertyrepresentthefairvalueoftheuseoftheLeasedProperty andthatthePurchaseOptionPricefortheLeasedPropertywillrepresentthefairpurchaseprice oftheTrustee’sleaseholdinterestintheLeasedPropertyatthetimeoftheexerciseoftheoption. TheTownhasdeterminedandherebydeterminesthattheBaseRentalsdonotexceeda reasonableamountsoastoplacetheTownunderaneconomiccompulsiontorenewthisLeaseor toexerciseitsoptiontopurchasetheTrustee’sleaseholdinterestintheLeasedProperty hereunder.Inmakingsuchdeterminations,theTownhasgivenconsiderationtotheestimated currentvalueoftheLeasedProperty,theusesandpurposesforwhichtheLeasedPropertywillbe employedbytheTown,thebenefittothecitizensandinhabitantsoftheTownbyreasonofthe useandoccupancyoftheLeasedPropertypursuanttothetermsandprovisionsofthisLease,the Town’soptiontopurchasetheTrustee’sleaseholdinterestintheLeasedPropertyandthe expectedeventualvestingofunencumberedtitletotheLeasedPropertyintheTown.TheTown herebydeterminesanddeclaresthattheperiodduringwhichtheTownhasanoptiontopurchase theTrustee’sleaseholdinterestintheLeasedProperty(i.e.,theentiremaximumLeaseTermfor theLeasedProperty)doesnotexceedtheweightedaverageusefullifeoftheLeasedProperty. 16 ATTACHMENT C: Form of Lease ARTICLE6 PAYMENTSBYTHE TOWN PaymentstoConstituteCurrentlyBudgetedExpendituresoftheSection6.1 Town.TheTownandtheTrusteeacknowledgeandagreethattheBaseRentals,Additional Rentalsandanyotherobligationshereundershallconstitutecurrentlybudgetedexpendituresof theTown,ifanAppropriationhasbeeneffectedforsuchpurpose.TheTown’sobligationsto payBaseRentals,AdditionalRentalsandanyotherobligationsunderthisLeaseshallbefrom yeartoyearonly(asfurtherprovidedinArticle4andSections6.2and6.4hereof),shallextend onlytomoneysforwhichanAppropriationhasbeeneffectedbytheTown,andshallnot constituteamandatorycharge,requirementorliabilityinanyensuingFiscalYearbeyondthe thencurrentFiscalYear.NoprovisionofthisLeaseshallbeconstruedorinterpretedasa delegationofgovernmentalpowersorascreatingamultiplefiscalyeardirectorindirectdebtor otherfinancialobligationwhatsoeveroftheTownorageneralobligationorotherindebtedness oftheTownwithinthemeaningofanyconstitutional,home rule charterCharter provisionor statutorydebtlimitation,includingwithoutlimitationArticleX,Section20oftheColorado constitution.NoprovisionofthisLeaseshallbeconstruedorinterpretedascreatinganunlawful delegationofgovernmentalpowersnorasadonationbyoralendingofthecreditoftheTown withinthemeaningofSections1or2ofArticleXIoftheConstitutionoftheState.Neitherthis LeasenortheCertificatesshalldirectlyorindirectlyobligatetheTowntomakeanypayments beyondthoseforwhichanAppropriationhasbeeneffectedbytheTownfortheTown’sthen currentFiscalYear.TheTownshallbeundernoobligationwhatsoevertoexerciseitsoptionto purchasetheTrustee’sleaseholdinterestintheLeasedProperty.NoprovisionofthisLeaseshall beconstruedtopledgeortocreatealienonanyclassorsourceofTownmoneys,norshallany provisionofthisLeaserestrictthefutureissuanceofanyTownbondsorobligationspayable fromanyclassorsourceofTownmoneys(provided,however,thatcertainrestrictionsinthe IndentureshallapplytotheissuanceofAdditionalCertificates). BaseRentals,PurchaseOptionPriceandAdditionalRentals.Section6.2 TheTownshallpayBaseRentalsforwhichanAppropriationhasbeeneffectedby(a) theTown,directlytotheTrusteeduringtheInitialTermandanyRenewalTerm,ontheBase RentalsPaymentDatesandinthe“TotalBaseRentals”amountssetforthin Exhibit C (Base RentalsSchedule)attachedheretoandmadeaparthereof.ForfederalandStateincometax purposes,aportionofeachpaymentofBaseRentalsfortheCertificatesisdesignatedandwillbe paidasinterest,and Exhibit C (BaseRentalsSchedule)heretosetsforththeInterestPortionof eachpaymentofBaseRentalsfortheCertificates.TheTownshallreceivecreditagainstits obligationtopayBaseRentalstotheextentmoneysareheldbytheTrusteeondepositinthe BaseRentalsFundcreatedundertheIndentureandareavailabletopayBaseRentals.TheTown acknowledgesthatuponreceiptbytheTrusteeofeachpaymentofBaseRentals,theTrustee, pursuanttothetermsoftheIndenture,istodeposittheamountofsuchBaseRentalsintheBase RentalsFund. TheBaseRentalssetforthin Exhibit C shallberecalculatedintheeventoftheexecution anddeliveryofAdditionalCertificatesasprovidedintheIndentureandshallalsoberecalculated intheeventofapartialredemptionoftheCertificates. 17 ATTACHMENT C: Form of Lease TheTownmay,onanydate,paythethenapplicablePurchaseOptionPriceforthe(b) purposeofterminatingthisLeaseandtheSiteLeaseinwholeandpurchasingtheTrustee’s leaseholdinterestintheLeasedPropertyasfurtherprovidedinArticle 1211 ofthisLease. TheSubject to the Approval of Special Counsel,the Townmayalso,atanytimeduringtheLease Term,(1)prepayanyportionoftheBaseRentalsdueunderthisLeaseand(2)inconnectionwith such Prepaymentprepayment,recalculatetheBaseRentalssetforthin Exhibit C (BaseRentals Schedule).Anysuchrevised Exhibit C (BaseRentalsSchedule)shallbepreparedbytheTown RepresentativeanddeliveredtotheTrustee.The Trustee may rely upon such revised Exhibit C (Base Rentals Schedule)and has no duty to make an independent investigation in connection therewith.TheTownshallgivetheTrusteenoticeofitsintentiontoexerciseeitherofsuch optionsnotlessthanforty-five(45)daysinadvanceofthedateofexerciseandshalldepositwith theTrusteebynotlaterthanthedateofexerciseanamountequaltothePurchaseOptionPrice dueonthedateofexerciseortheapplicableamountofBaseRentalstobeprepaid.IftheTown shallhavegivennoticetotheTrusteeofitsintentiontoprepayBaseRentalsbutshallnothave depositedtheamountswiththeTrusteeonthedatespecifiedinsuchnotice,theTownshall continuetopayBaseRentalswhichhavebeenspecificallyappropriatedbytheCouncilforsuch purposeasifnosuchnoticehadbeengiven.TheTrusteemaywaivetherighttoreceive forty-five(45)daysadvancenoticeandmayagreetoashorternoticeperiod in the sole determinationoftheTrustee. AllAdditionalRentalsshallbepaidbytheTownonatimelybasisdirectlytothe(c) personorentitytowhichsuchAdditionalRentalsareowed.AdditionalRentalsshallinclude, withoutlimitation,thereasonablefeesandexpensesoftheTrustee,reasonableexpensesofthe TrusteeinconnectionwiththeLeasedPropertyandforthecostoftaxes,insurancepremiums, utilitycharges,maintenanceandrepaircostsandallotherexpensesexpresslyrequiredtobepaid hereunder,includingand any other amountsduetotheinsurerofanyoftheCertificates,andany RebateFundpaymentsrequiredpursuanttothisLeaseandtheIndenture.Allofthepayments requiredbythisparagrapharesubjecttoAppropriationbytheTown;provided,however,a failurebytheTowntobudgetandappropriatemoneysforanyofthepaymentsrequiredbythis paragraphshallconstituteanEventofNonappropriation. IftheTown’sestimatesofAdditionalRentalsforanyFiscalYeararenotitemizedinthe budgetrequiredtobefurnishedtotheTrusteeunderSection4.1ofthisLease,theTownshall furnishanitemizationofsuchestimatedAdditionalRentalstotheTrusteeonorbeforethe15th dayprecedingsuchFiscalYear. MannerofPayment.TheBaseRentals,forwhichanAppropriationhasSection6.3 beeneffectedbytheTown,and,ifpaid,thePurchaseOptionPrice,shallbepaidorprepaidby theTowntotheTrusteeatitscorporatetrustofficebywiretransferoffederalfunds,certified fundsorothermethodofpaymentacceptabletotheTrusteeinlawfulmoneyoftheUnitedStates ofAmericatotheTrusteeatitscorporatetrustoffice. TheobligationoftheTowntopaytheBaseRentalsandAdditionalRentalsasrequired underthisArticle6andothersectionshereofinanyFiscalYearforwhichanAppropriationhas beeneffectedbytheTownforthepaymentthereofshallbeabsoluteandunconditionaland paymentoftheBaseRentalsandAdditionalRentalsinsuchFiscalYearsshallnotbeabated throughaccidentorunforeseencircumstances,oranydefaultbytheTrusteeunderthisLease,or 18 ATTACHMENT C: Form of Lease underanyotheragreementbetweentheTownandtheTrustee,orforanyotherreasonincluding withoutlimitation,anyactsorcircumstancesthatmayconstitutefailureofconsideration, destructionofordamagetotheLeasedProperty,commercialfrustrationofpurpose,orfailureof theTrustee,toperformandobserveanyagreement,whetherexpressedorimplied,oranyduty, liabilityorobligationarisingoutoforconnectedwiththisLease,itbeingtheintentionofthe partiesthatthepaymentsrequiredbythisLeasewillbepaidinfullwhenduewithoutanydelay ordiminutionwhatsoever,subjectonlytotheannuallyrenewablenatureoftheTown’sobligation hereunderassetforthinSection6.1hereof,andfurthersubjecttotheTown’srightsunder Section 9.38.3 hereof.NotwithstandinganydisputebetweentheTownandtheTrustee,the Townshall,duringtheLeaseTerm,makeallpaymentsofBaseRentalsandAdditionalRentalsin suchFiscalYearsandshallnotwithholdanyBaseRentalsorAdditionalRentals,forwhichan AppropriationhasbeeneffectedbytheTown,pendingfinalresolutionofsuchdispute(exceptto theextentpermittedbySections 8.27.2 and 9.38.3 hereofwithrespecttocertainAdditional Rentals),norshalltheTownassertanyrightofset-offorcounterclaimagainstitsobligationto makesuchpaymentsrequiredhereunder.NoactionorinactiononthepartoftheTrusteeshall affecttheTown’sobligationtopayallBaseRentalsandAdditionalRentals,forwhichaspecific AppropriationhasbeeneffectedbytheTownforsuchpurpose,insuchFiscalYearssubjectto thisArticle(excepttotheextentprovidedbySections 8.27.2 and 9.38.3 hereofwithrespectto certainAdditionalRentals). Nonappropriation.IntheeventthattheTowngivesnoticethatitintendsSection6.4 tonotrenewthisLeaseasprovidedbySection4.1hereofortheTownshallnoteffectan Appropriation,onorbeforeDecember31ofeachFiscalYear,ofmoneystopayallBaseRentals andreasonablyestimatedAdditionalRentalscomingdueforthenextensuingRenewalTermas providedinSection4.1hereofandthisArticle,orintheeventthattheTownisproceedingunder theprovisionsofSection 10.39.3(c)hereof(whenapplicable),anEventofNonappropriation shallbedeemedtohaveoccurred;subject,however,toeachofthefollowingprovisions: IntheeventtheTrusteedoesnotreceivethewrittennoticeprovidedforby(a) Section4.1hereoforevidencethatanAppropriationhasbeeneffectedbytheTownonor beforeDecember31ofaFiscalYear,thentheTrusteeshalldeclareanEventof NonappropriationonthefirstBusinessDayoftheFebruaryfollowingsuchFiscalYearor suchdeclarationshallbemadeonanyearlierdateonwhichtheTrusteereceivesofficial, specificwrittennoticefromtheTownthatthisLeasewillnotberenewed.Inorderto declareanEventofNonappropriation,theTrusteeshallsendwrittennoticethereoftothe Town. TheTrusteeshallwaiveanyEventofNonappropriationwhichiscuredby(b) theTown,within30daysofthereceiptbytheTownofnoticefromtheTrusteeas providedin(a)above,byadulyeffectedAppropriationtopayallBaseRentalsand sufficientamountstopayreasonablyestimatedAdditionalRentalscomingdueforsuch RenewalTerm. PursuanttothetermsoftheIndenture,theTrusteemaywaiveanyEventof(c) NonappropriationwhichiscuredbytheTownwithinareasonabletime after notice from theTrusteeasprovidedwiththeproceduredescribed in(ab)above. 19 ATTACHMENT C: Form of Lease IntheeventthatduringtheInitialTermoranyRenewalTerm,anyAdditionalRentalsshall becomeduewhichwerenotincludedinadulyeffectedAppropriationandmoneysarenot specificallybudgetedandappropriatedorotherwisemadeavailabletopaysuchAdditional Rentalswithin60dayssubsequenttothedateuponwhichsuchAdditionalRentalsaredue,an EventofNonappropriationshallbedeemedtohaveoccurred,uponnoticebytheTrusteetothe Towntosucheffect(subjecttowaiverbytheTrusteeashereinbeforeprovided). IfanEventofNonappropriationoccurs,theTownshallnotbeobligatedtomakepayment oftheBaseRentalsorAdditionalRentalsoranyotherpaymentsprovidedforhereinwhich accrueafterthelastdayoftheInitialTermoranyRenewalTermduringwhichsuchEventof Nonappropriationoccurs;provided,however,that,subjecttothelimitationsofSections6.1and 14.313.3 hereof,theTownshallcontinuetobeliableforBaseRentalsandAdditionalRentals allocabletoanyperiodduringwhichtheTownshallcontinuetooccupy,useorretainpossession oftheLeasedProperty. SubjecttoSection6.5hereof,theTownshallinalleventsvacateorsurrenderpossession oftheLeasedPropertybyMarch1oftheRenewalTerminrespectofwhichanEventof Nonappropriationhasoccurred. AfterMarch1oftheRenewalTerminrespectofwhichanEventofNonappropriation hasoccurred,theTrusteemayproceedtoexercisealloranyLeaseRemedies. TheTownacknowledgesthat,upontheoccurrenceofanEventofNonappropriation(a) theTrusteeshallbeentitledtoallmoneysthenbeingheldinallfundscreatedundertheIndenture (excepttheRebateFund,andanydefeasanceescrowaccounts)tobeusedasdescribedtherein and(b)allproperty,fundsandrightsthenheldoracquiredbytheTrusteeupontheterminationof thisLeasebyreasonofanEventofNonappropriationaretobeheldbytheTrusteeinaccordance withthetermsoftheIndenture. HoldoverTenant.IftheTownfailstovacatetheLeasedPropertyafterSection6.5 terminationofthisLease,whetherasaresultoftheoccurrenceofanEventofNonappropriation oranEventofLeaseDefaultasprovidedinSection 14.213.2(a)hereof,withthewritten permissionoftheTrusteeitwillbedeemedtobeaholdovertenantonamonth-to-monthbasis, andwillbeboundbyalloftheotherterms,covenantsandagreementsofthisLease.Any holdingoverbytheTownwithoutthewrittenpermissionoftheTrusteeshallbeatsufferance. TheamountofrenttobepaidmonthlyduringanyperiodwhentheTownisdeemedtobea holdovertenantwillbeequalto(a)one-sixthoftheInterestPortionoftheBaseRentalscoming dueonthenextsucceedingBaseRentalsPaymentDateplusone-twelfthofthePrincipalPortion oftheBaseRentalscomingdueonthenextsucceedingBaseRentalsPaymentDateonwhicha PrincipalPortionoftheBaseRentalswouldhavebeenpayablewithappropriateadjustmentsto ensurethefullpaymentofsuchamountsontheduedatesthereofintheeventterminationoccurs duringaRenewalTermplus(b)AdditionalRentalsasthesameshallbecomedue. 20 ATTACHMENT C: Form of Lease ProhibitionofAdverseBudgetorAppropriationSection6.6 Modifications.Totheextentpermittedbylaw,theTownshallnot,duringanyFiscalYearof theLeaseTerm,makeanybudgetarytransfersorothermodificationstoitsthenexistingbudget andappropriationmeasuresrelatingtotheLeasedPropertyorthisLeasewhichwouldadversely affecttheTown’sabilitytomeetitsobligationtopayBaseRentalsanddulybudgetedand appropriatedAdditionalRentalshereunder. 21 ATTACHMENT C: Form of Lease ARTICLE7 RESERVED 22 ATTACHMENT C: Form of Lease ARTICLE8ARTICLE7 TITLETOLEASEDPROPERTY; LIMITATIONSONENCUMBRANCES Section8.1 TitletotheLeasedProperty;TitleInsurance.TitletotheSection7.1 LeasedPropertyshallremainintheTown,subjecttotheSiteLease,thisLease,theIndentureand anyotherPermittedEncumbrances notwithstanding any provisions to the contrary in the Site Lease,this Lease or the Indenture.ExceptpersonalpropertypurchasedbytheTownatitsown expensepursuanttoSection 9.2 of this Lease8.2 hereof,titletotheTrustee’sleaseholdinterestin theLeasedPropertyandanyandalladditionsandmodificationstheretoand replacementreplacements thereofshallbeheldinthenameoftheTrustee,subjecttothisLease, theSiteLeaseandtheIndenture,untilliquidated,conveyedorotherwisedisposedofasprovided inSection7.02oftheIndentureorArticle XII of this Lease11 hereof,oruntil the terminationof theSiteLease,notwithstanding(i)the occurrencea termination hereof by the Town by reason of anEventofNonappropriationasprovidedinSection6.4 hereof;(ii)the occurrence of this Lease or oneormore Lease EventsofDefaultasdefinedinSection 14.1 of this Lease;(ii13.1 hereof; (iii)theoccurrenceofanyeventofdamage,destruction,condemnation,orconstructiondefect, breach of warranty ortitledefect,asprovidedinArticle X of this Lease9 hereof;or(iiiiv)the violationbytheTrustee (or by the Trustee as assignee of the Lessor pursuant to the Indenture)of anyprovision ofthisLease.hereof. ConcurrentlywiththeexecutionanddeliveryofthisLease,theTrusteeshallbe providedwithoneormorecommitmentsforoneormorestandardLeaseholdOwner’stitle insurancepoliciesissuedtotheTrustee,insuringtheTrustee’sleaseholdinterestintheLeased Property,subjectonlytoPermittedEncumbrances,inanaggregateamountnotlessthanthe aggregateprincipalamountoftheCertificates less any amounts deposited in the Reserve Fund concurrently with the issuance of the Certificates,orsuchlesseramountasshallbethemaximum insurablevalueoftheLeasedProperty. TheTownshallhavenoright,titleorinterestintheLeasedProperty,orany additionsandmodifications tothereto orreplacements of any portion theretothereof,exceptas expresslysetforthinthisLease.TheTrusteeshallnot,inanyway,beconstruedastheownerof theLeasedProperty. Section8.2 NoEncumbrance,MortgageorPledgeoftheLeasedSection7.2 Property.ExceptasmaybepermittedbythisLease,theTownshallnotpermitanymechanic’s orotherlientobeestablishedorremainagainsttheLeasedProperty;providedthat,iftheTown shallfirstnotifytheTrusteeoftheintentionoftheTowntodoso,theTownmayingoodfaith contestanymechanic’sorotherlienfiledorestablishedagainsttheLeasedProperty,andinsuch eventmaypermittheitemssocontestedtoremainundischargedandunsatisfiedduringthe periodofsuchcontestandanyappealtherefromunlesstheTrusteeshallnotifytheTownthat,in theopinionofCounsel,bynonpaymentofanysuchitemstheTrustee’sleaseholdinterestinthe LeasedPropertywillbemateriallyendangered,ortheLeasedPropertyoranypartthereofwillbe subjecttolossorforfeiture,inwhicheventtheTownshallpromptlypayandcausetobesatisfied anddischargedallsuchunpaiditems(provided,however,thatsuchpaymentshallnotconstitute 23 ATTACHMENT C: Form of Lease awaiveroftherighttocontinuetocontestsuchitems).TheTrusteewillcooperateinanysuch contest.ExceptasmaybepermittedbythisLease,theTownshallnotdirectlyorindirectly create,incur,assumeorsuffertoexistanymortgage,pledge,lien,charge,encumbranceorclaim onorwithrespecttotheLeasedProperty,exceptPermittedEncumbrances.TheTownshall promptly,atitsexpense,takesuchactionasmaybenecessarytodulydischargeanysuch mortgage,pledge,lien,charge,encumbranceorclaimnotexceptedabove. 24 ATTACHMENT C: Form of Lease ARTICLE9ARTICLE8 MAINTENANCE;TAXES;INSURANCEANDOTHERCHARGES Section9.1 MaintenanceoftheLeasedPropertybytheTown.SubjectSection8.1 toitsrighttonotappropriateandasotherwiseprovidedinSection 10.39.3 hereof,theTown agreesthatatalltimesduringtheLeaseTerm,theTownwillmaintain,preserveandkeepthe LeasedPropertyorcausetheLeasedPropertytobemaintained,preservedandkept,ingood repair,workingorderandcondition,andfromtimetotimemakeorcausetobemadeall necessaryandproperrepairs,includingreplacements,ifnecessary.TheTrusteeshallhaveno responsibilityinanyofthesemattersorforthemakingofanyadditions,modificationsor replacementstotheLeasedProperty. Section9.2 ModificationoftheLeasedProperty;InstallationofSection8.2 FurnishingsandMachineryoftheTown.TheTownshallhavetheprivilegeofmaking substitutions,additions,modificationsandimprovementstotheLeasedProperty,atitsowncost andexpense,asappropriateandanysuchsubstitutions,additions,modificationsand improvementstotheLeasedPropertyshallbethepropertyoftheTown,subjecttotheSiteLease, thisLeaseandtheIndentureandshallbeincludedunderthetermsoftheSiteLease,thisLease andtheIndenture;provided,however,thatsuchsubstitutions,additions,modificationsand improvementsshallnotinanywaydamagetheLeasedPropertyorcausetheLeasedPropertyto beusedforpurposesotherthanlawfulgovernmentalfunctionsoftheTown(excepttotheextent ofsubleasingpermittedunderSection 13.212.2 hereof)orcausetheTowntoviolateitstax covenantinSection 11.510.5 hereof;andprovidedthattheLeasedProperty,asimprovedor altered,uponcompletionofsuchsubstitutions,additions,modificationsandimprovements,shall beofavaluenotlessthanthevalueoftheLeasedPropertyimmediatelypriortosuchmakingof substitutions,additions,modificationsandimprovements. TheTownmayalso,fromtimetotimeinitssolediscretionandatitsownexpense,install machinery,equipmentandothertangiblepropertyinorontheLeasedProperty.Allsuch machinery,equipmentandothertangiblepropertyshallremainthesolepropertyoftheTownin whichtheTrusteeshallhavenointerests;provided,however,thattitletoanysuchmachinery, equipmentandothertangiblepropertywhichbecomespermanentlyaffixedtotheLeased PropertyshallbeincludedunderthetermsoftheSiteLease,thisLeaseandtheIndenture,that suchLeasedPropertywouldbedamagedorimpairedbytheremovalofsuchmachinery, equipmentorothertangibleproperty. TheTownshallhavetherighttomakesubstitutionstotheLeasedPropertyupon compliancewiththeprovisionssetforthinSection 11.410.4 hereof. Section9.3 Taxes,OtherGovernmentalChargesandUtilityCharges.Section8.3 IntheeventthattheLeasedPropertyshall,foranyreason,bedeemedsubjecttotaxation, assessmentsorchargeslawfullymadebyanygovernmentalbody,theTownshallpaytheamount ofallsuchtaxes,assessmentsandgovernmentalchargesthendue,asAdditionalRentals.With respecttospecialassessmentsorothergovernmentalchargeswhichmaybelawfullypaidin installmentsoveraperiodofyears,theTownshallbeobligatedtoprovideforAdditionalRentals onlyforsuchinstallmentsasarerequiredtobepaidduringtheupcomingFiscalYear.Exceptfor PermittedEncumbrances,theTownshallnotallowanyliensfortaxes,assessmentsor 25 ATTACHMENT C: Form of Lease governmentalchargestoexistwithrespecttotheLeasedProperty(including,withoutlimitation, anytaxesleviedupontheLeasedPropertywhich,ifnotpaid,willbecomeachargeontherentals andreceiptsfromtheLeasedProperty,oranyinteresttherein,includingtheleaseholdinterestsof theTrustee),ortherentalsandrevenuesderivedtherefromorhereunder.TheTownshallalso payasAdditionalRentals,asthesamerespectivelybecomedue,allutilityandotherchargesand feesandotherexpensesincurredintheoperation,maintenanceandupkeepoftheLeased Property. TheTownmay,atitsexpense,ingoodfaithcontestanysuchtaxes,assessments,utility andotherchargesand,intheeventofanysuchcontest,maypermitthetaxes,assessments,utility orotherchargessocontestedtoremainunpaidduringtheperiodofsuchcontestandanyappeal therefromunlesstheTrusteeshallnotifytheTownthat,intheopinionofCounsel,by nonpaymentofanysuchitemsthevalueoftheLeasedPropertywillbemateriallyendangeredor theLeasedPropertywillbesubjecttolossorforfeiture,ortheTrusteewillbesubjecttoliability, inwhicheventsuchtaxes,assessments,utilityorotherchargesshallbepaidforthwith(provided, however,thatsuchpaymentshallnotconstituteawaiveroftherighttocontinuetocontestsuch taxes,assessments,utilityorothercharges). Section9.4 ProvisionsForLiabilityandPropertyInsurance.UpontheSection8.4 executionanddeliveryofthisLease,theTownshall,atitsownexpense,causecasualtyand propertyinsurancetobecarriedandmaintainedwithrespecttotheLeasedPropertyinanamount equaltotheestimatedreplacementcostoftheLeasedProperty.Suchinsurancepolicyorpolicies mayhaveadeductibleclauseinanamountnottoexceed$250,000.TheTownmay,inits discretion,insuretheLeasedPropertyunderblanketinsurancepolicieswhichinsurenotonlythe LeasedProperty,butotherbuildingsaswell,aslongassuchblanketinsurancepoliciescomply withtherequirementshereof.IftheTownshallinsureagainstsimilarrisksbyself-insurance,the Townmay,atitselectionprovideforcasualtyandpropertydamageinsurancewithrespecttothe LeasedProperty,partiallyorwhollybymeansofaself-insurancefund.IftheTownshallelectto self-insure,theTownRepresentativeshallannuallyfurnishtotheTrusteeacertificationofthe adequacyoftheTown’sreserves.TheTrusteeshallbenamedadditionalinsuredandlosspayee onanycasualtyandpropertyinsurance. UpontheexecutionanddeliveryofthisLease,theTownshall,atitsownexpense,cause publicliabilityinsurancetobecarriedandmaintainedwithrespecttotheactivitiestobe undertakenbyandonbehalfoftheTowninconnectionwiththeuseoftheLeasedProperty,inan amountnotlessthanthelimitationsprovidedintheColoradoGovernmentalImmunityAct (Article10,Title24,ColoradoRevisedStatutes,asheretoforeorhereafteramended).Such insurancemaycontaindeductiblesandexclusionsdeemedreasonablebytheCouncil.Thepublic liabilityinsurancerequiredbythisSectionmaybebyblanketinsurancepolicyorpolicies.Ifthe Townshallinsureagainstsimilarrisksbyself-insurance,theTown,atitselectionmayprovide forpublicliabilityinsurancewithrespecttotheLeasedProperty,partiallyorwhollybymeansof aself-insurancefund.IftheTownshallelecttoself-insure,theTownRepresentativeshall annuallyfurnishtotheTrusteeacertificationoftheadequacyoftheTown’sreserves.The Trusteeshallbenamedasadditionalinsuredandlosspayeeonanypublicliabilityinsurance. AnycasualtyandpropertydamageinsurancepolicyrequiredbythisSectionshallbeso writtenorendorsedastomakepaymentsundersuchinsurancepolicypayabletotheTownand 26 ATTACHMENT C: Form of Lease theTrustee.EachinsurancepolicyprovidedforinthisSectionshallcontainaprovisiontothe effectthattheinsurancecompanyshallnotcancelthepolicywithoutfirstgivingwrittennotice thereoftotheTownatleast30daysinadvanceofsuchcancellation.Allinsurancepolicies issuedpursuanttothisSection,orcertificatesevidencingsuchpolicies,shallbedepositedwith theTrustee.NoagentoremployeeoftheTownshallhavethepowertoadjustorsettleanyloss withrespecttotheLeasedPropertyinexcessof$25,000,whetherornotcoveredbyinsurance, withoutthepriorwrittenconsentoftheTrustee. UpontheinitialexecutionanddeliveryofthisLease,theTownshallprovidetheTrustee withevidencethattheinsurancerequiredpursuanttothisSection 9.48.4 isineffect.A certificationbytheTownRepresentativethatsuchinsuranceisineffectshallbesufficient evidenceofinsurance.AcertificateofinsurancefromtheTownortheTown’sinsuranceagent willalsobeacceptableevidenceofinsurance.TheTrusteeshallannuallyrequestevidenceof insurancefromtheTownonoraboutOctober1ineachyearanduponreceiptofsuchwritten request,theTownshallprovideannualcertificationthattheinsurancerequiredpursuanttothis Section 9.48.4 isineffect. Section9.5 Advances.IftheTownfailstopayanyAdditionalRentalsSection8.5 duringtheLeaseTermassuchAdditionalRentalsbecomedue,theTrusteemay(butshallnotbe obligatedto)paysuchAdditionalRentalsandtheTownagreestoreimbursetheTrusteetothe extentpermittedbylawandsubjecttoAppropriationasprovidedunderArticle6hereof. Section9.6 GrantingofEasements.AslongasnoEventofSection8.6 NonappropriationorEventofLeaseDefaultshallhavehappenedandbecontinuing,theTrustee, shallupontherequestoftheTown,(a)grantorenterintoeasements,permits,licenses,partywall andotheragreements,rights-of-way(includingthededicationofpublicroads)andotherrightsor privilegesinthenatureofeasements,permits,licenses,partywallandotheragreementsand rightsofwaywithrespecttoanypropertyorrightsincludedinthisLease(whethersuchrights areinthenatureofsurfacerights,sub-surfacerightsorairspacerights),freefromthisLeaseand anysecurityinterestorotherencumbrancecreatedhereunderorthereunder;(b)releaseexisting easements,permits,licenses,partywallandotheragreements,rights-of-way,andotherrightsand privilegeswithrespecttosuchpropertyorrights,withorwithoutconsideration;and(c)execute anddeliveranyinstrumentnecessaryorappropriatetogrant,enterintoorreleaseanysuch easement,permit,license,partywallorotheragreement,right-of-wayorothergrantorprivilege uponreceiptof:(i)acopyoftheinstrumentofgrant,agreementorreleaseand(ii)awritten applicationsignedbytheTownRepresentativerequestingsuchgrant,agreementorreleaseand statingthatsuchgrant,agreementorreleasewillnotmateriallyimpairtheeffectiveuseor materiallyinterferewiththeoperationoftheLeasedProperty,and will not materially adversely affectthesecurityintendedtobegivenbyorundertheIndenture,theSiteLeaseorthisLease. 27 ATTACHMENT C: Form of Lease ARTICLE10ARTICLE9 DAMAGE,DESTRUCTIONANDCONDEMNATION; USEOFNETPROCEEDS Section10.1 Damage,DestructionandCondemnation.If,duringtheSection9.1 LeaseTerm, theLeasedPropertyshallbedestroyed(inwholeorinpart),ordamaged(a) byfireorothercasualty;or titleto,orthetemporaryorpermanentuseof,theLeasedPropertyorthe(b) estateoftheTownortheTrusteeintheLeasedPropertyistakenundertheexerciseofthe powerofeminentdomainbyanygovernmentalbodyorbyanyperson,firmorentity actingundergovernmentalauthority;or abreachofwarrantyoramaterialdefectintheconstruction,manufacture(c) ordesignoftheLeasedPropertybecomesapparent;or titletoortheuseofalloraportionoftheLeasedPropertyislostbyreason(d) ofadefectintitlethereto. thentheTownshallbeobligatedtocontinuetopayBaseRentalsandAdditionalRentals(subject toArticle6hereof). Section10.2 ObligationtoRepairandReplacetheLeasedProperty.Section9.2 TheTownandtheTrustee,totheextentNetProceedsarewithintheirrespectivecontrol,shall causesuchNetProceedsofanyinsurancepolicies,performancebondsorcondemnationawards tobedepositedinaseparatetrustfund.AllNetProceedssodepositedshallbeappliedtothe promptrepair,restoration,modification,improvementorreplacementoftheLeasedPropertyby theTown,uponreceiptofrequisitionsbytheTrusteesignedbytheTownRepresentativestating withrespecttoeachpaymenttobemade: therequisitionnumber;(a) thenameandaddressoftheperson,firmorentitytowhompaymentis(b) due; theamounttobepaid;and(c) thateachobligationmentionedthereinhasbeenproperlyincurred,isa(d) properchargeagainsttheseparatetrustfundandhasnotbeenthebasisofanyprevious withdrawalandspecifyinginreasonabledetailthenatureofthe obligation,accompanied byabillorastatementofaccountforsuch obligation. TheTownandtheTrusteeshallagreetocooperateandusetheirbestreasonableefforts subjecttothetermsoftheIndenturetoenforceclaimswhichmayariseinconnectionwith materialdefectsintheconstruction,manufactureordesignoftheLeasedPropertyorotherwise. IfthereisabalanceofanyNetProceedsallocabletotheLeasedPropertyremainingaftersuch 28 ATTACHMENT C: Form of Lease repair,restoration,modification,improvementorreplacementhasbeencompleted,thisbalance shallbeusedbytheTown,to: (e)addto,modifyoraltertheLeasedPropertyoraddnewcomponents(a) thereto,or (f)prepaytheBaseRentalswithacorrespondingadjustmentintheamount(b) ofBaseRentalspayableunder ExhibitC (BaseRentalsSchedule)tothisLeaseor (g)accomplishacombinationof(a)and(b).(c) Anyrepair,restoration,modification,improvementorreplacementoftheLeasedProperty paidforinwholeorinpartoutofNetProceedsallocabletotheLeasedPropertyshallbethe propertyoftheTown,subjecttotheSiteLease,thisLeaseandtheIndentureandshallbe includedaspartoftheLeasedPropertyunderthisLease. Section10.3 InsufficiencyofNetProceeds.IftheNetProceeds(plusSection9.3 anyamountswithheldfromsuchNetProceedsbyreasonofanydeductibleclause)are insufficienttopayinfullthecostofanyrepair,restoration,modification,improvementor replacementoftheLeasedPropertyrequiredunderSection 10.29.2 ofthisLease,theTownmay electto: completetheworkorreplacesuchLeasedProperty(orportionthereof)(a) withsimilarpropertyofavalueequaltoorinexcessofsuchportionoftheLeased PropertyandpayasAdditionalRentals,totheextentamountsforAdditionalRentals whichhavebeenspecificallyappropriatedbytheTownareavailableforpaymentofsuch cost,anycostinexcessoftheamountoftheNetProceedsallocabletotheLeased Property,andtheTownagreesthat,ifbyreasonofanysuchinsufficiencyoftheNet ProceedsallocabletotheLeasedProperty,theTownshallmakeanypaymentspursuantto theprovisionsofthisparagraph,theTownshallnotbeentitledtoanyreimbursement thereforfromtheTrustee,norshalltheTownbeentitledtoanydiminutionoftheBase RentalsandAdditionalRentals,forwhichaspecificAppropriationhasbeeneffectedby theTownforsuchpurpose,payableunderArticle6ofthisLease;or applytheNetProceedsallocabletotheLeasedPropertytothepaymentof(b) thePurchaseOptionPriceinaccordancewithArticle 1211 ofthisLease,oran appropriateportionthereof.IntheeventofaninsufficiencyoftheNetProceedsforsuch purpose,theTownshall,subjecttothelimitationsofSection6.1hereof,paysuch amountsasmaybenecessarytoequalthatportionofthePurchaseOptionPricewhichis attributabletotheLeasedPropertyforwhichNetProceedshavebeenreceived(as certifiedtotheTrusteebytheTown);andintheeventtheNetProceedsshallexceedsuch portionofthePurchaseOptionPrice,suchexcessshallbeusedasdirectedbytheTown inthesamemannerassetforthinSection 10.29.2 hereof;or iftheTowndoesnottimelybudgetandappropriatesufficientfundsto(c) proceedundereither(a)or(b)above,anEventofNonappropriationwillbedeemedto 29 ATTACHMENT C: Form of Lease haveoccurredand,subjecttotheTown’srighttocure,theTrusteemaypursueremedies availabletoitfollowinganEventofNonappropriation. TheabovereferencedelectionshallbemadebytheTownwithin90daysofthe occurrenceofaneventspecifiedinSection 10.19.1 ofthisLease.Itisherebydeclaredtobethe Town’spresentintentionthat,ifaneventdescribedinSection 10.19.1 hereofshouldoccurandif theNetProceedsshallbeinsufficienttopayinfullthecostofrepair,restoration,modification, improvementorreplacementoftheLeasedProperty,theTownwoulduseitsbesteffortsto proceedundereitherparagraph(a)orparagraph(b)above;butitisalsoacknowledgedthatthe Townmustoperatewithinbudgetaryandothereconomicconstraintsapplicabletoitatthetime, whichcannotbepredictedwithcertainty;andaccordinglytheforegoingdeclarationshallnotbe construedtocontractuallyobligateorotherwisebindtheTown. Section10.4 CooperationoftheTrustee.TheTrusteeshallcooperateSection9.4 fullywiththeTowninfilinganyproofoflosswithrespecttoanyinsurancepolicyor performancebondcoveringtheeventsdescribedinSection 10.19.1 ofthisLeaseandinthe prosecutionordefenseofanyprospectiveorpendingcondemnationproceedingwithrespectto theLeasedPropertyandtheenforcementofallwarrantiesrelatingtotheLeasedProperty.So longasnoEventofLeaseDefaultorEventofNonappropriationhasoccurredandisthen existing,theTrusteeshallnotvoluntarilysettle,orconsenttothesettlementof,anyproceeding arisingoutofanyinsuranceclaimperformanceorpaymentbondclaim,prospectiveorpending condemnationproceedingwithrespecttotheLeasedPropertywithoutthewrittenconsentofthe Town. 30 ATTACHMENT C: Form of Lease ARTICLE11ARTICLE10 DISCLAIMEROFWARRANTIES;OTHERCOVENANTS Section11.1 DisclaimerofWarranties.THETRUSTEEHASNOTSection10.1 MADEANDWILLNOTMAKEANYWARRANTYORREPRESENTATION,EITHER EXPRESSORIMPLIED,ASTOTHEVALUE,DESIGN,CONDITION, MERCHANTABILITYORFITNESSFORAPARTICULARPURPOSEORFITNESSFOR USEOFTHELEASEDPROPERTYORANYOTHERREPRESENTATIONOR WARRANTYWITHRESPECTTOTHELEASEDPROPERTY.THETOWNHEREBY ACKNOWLEDGESANDDECLARESTHATTHETOWNISSOLELYRESPONSIBLEFOR THEMAINTENANCEANDOPERATIONOFTHELEASEDPROPERTY,ANDTHATTHE TRUSTEEHASNORESPONSIBILITYTHEREFOR.THETRUSTEEHASNOTMADE ANDWILLNOTMAKEANYWARRANTYORREPRESENTATION,EITHEREXPRESS ORIMPLIED,ASTOTHEVALUE,DESIGN,CONDITION,MERCHANTABILITYOR FITNESSFORAPARTICULARPURPOSEORFITNESSFORUSEOFTHELEASED PROPERTYORANYOTHERREPRESENTATIONORWARRANTYWITHRESPECTTO THELEASEDPROPERTY.THETOWNHEREBYACKNOWLEDGESANDDECLARES THATTHETOWNISSOLELYRESPONSIBLEFORTHEMAINTENANCEAND OPERATIONOFTHELEASEDPROPERTY,ANDTHATTHETRUSTEEHASNO RESPONSIBILITYTHEREFOR.ForthepurposeofenablingtheTowntodischargesuch responsibility,theTrusteeconstitutesandappointstheTownasitsattorneyinfactforthe purposeofassertingandenforcing,atthesolecostandexpenseoftheTown,allmanufacturer’s warrantiesandguaranties,expressorimplied,withrespecttotheLeasedProperty,aswellasany claimsorrightstheTrusteemayhaveinrespectoftheLeasedPropertyagainstanymanufacturer, supplier,contractororotherperson.ExceptasotherwiseprovidedinthisLease,theTrusteeshall notbeliableforanydirectorindirect,incidental,special,punitiveorconsequentialdamagein connectionwithorarisingoutofthisLeaseortheexistence,furnishing,functioningorusebythe Townofanyitem,productorserviceprovidedforhereinexceptthatnothingshallrelievethe Trustee’sliabilityforanyclaims,damages,liabilityorcourtawards,includingcosts,expenses andattorneyfees,relatingtoorarisingfromtheTrustee’sactionsoromissionsthatresultfrom thenegligence,badfaithorintentionalmisconductoftheTrusteeoritsemployees. Section11.2 FurtherAssurancesandCorrectiveInstruments.TheSection10.2 TrusteeandtheTownagreethattheywill,fromtimetotime,execute,acknowledgeanddeliver, orcausetobeexecuted,acknowledgedanddelivered,suchamendmentshereoforsupplements heretoandsuchfurtherinstrumentsasmayreasonablyberequiredforcorrectinganyinadequate orincorrectdescriptionoftheLeasedProperty. Section11.3 CompliancewithRequirements.DuringtheLeaseTerm,Section10.3 theTownandtheTrusteeshallobserveandcomplypromptlytotheextentpossiblewithall currentandfutureordersofallcourtshavingjurisdictionovertheLeasedProperty,providedthat theTownandtheTrusteemaycontestorappealsuchorderssolongastheyareincompliance withsuchordersduringthecontestorappealperiod,andallcurrentandfuturerequirementsof allinsurancecompanieswritingpoliciescoveringtheLeasedProperty. Section11.4Partial ReleaseandSubstitutionofLeasedProperty.SoSection10.4 longasnoEventofLeaseDefaultorEventofNonappropriationshallhaveoccurredandbe 31 ATTACHMENT C: Form of Lease continuing,theTrusteeshallrelease all or anyportionoftheLeasedProperty,andshallexecute alldocumentsnecessaryorappropriatetoreconveyorreleasesuchportionoftheLeased PropertytotheTown,freeofallrestrictionsandencumbrancesimposedorcreatedbytheSite Lease,thisLeaseortheIndenture,uponreceiptbytheTrusteeofthefollowing:(a)awritten requestoftheTownRepresentativeforsuchrelease,describingtheportionoftheLeased Propertytobereleased;(b)acertificateoftheTownRepresentativecertifying(i)thefairmarket valueoftheportionoftheLeasedPropertytobereleasedandofanyrealpropertytobe substitutedfortheportionoftheLeasedPropertytobereleased;(ii)the disposition to be made of the portion of the Leased Property to be released and the consideration,if any,to be received therefor;(iii)thatthedispositionoftheportionoftheLeasedPropertytobereleasedandthe substitutionthereforoftherealpropertytobesubstitutedfortheportionoftheLeasedProperty tobereleased(ifany)willnotmateriallyadverselyaffecttheabilityoftheTowntooperatethe LeasedPropertyortofulfillitsobligationsunderthisLease;(iviii)thatanyrealpropertytobe substitutedfor thea portionoftheLeasedPropertytobereleasedisnecessaryorusefultothe operationoftheLeasedProperty;and(viv)thatthefairmarketvalueofanyrealpropertytobe substitutedfortheportionoftheLeasedPropertytobereleased,togetherwithcashtobepaidby theTowntotheTrustee,ifany,isatleastequaltothefairmarketvalueoftheportionofthe LeasedPropertytobereleased;(c)appraisalsofthefairmarketvalueoftheportionoftheLeased PropertytobereleasedandanyrealpropertytobesubstitutedfortheportionoftheLeased Propertytobereleased,respectively,byamemberoftheAmericanInstituteofRealEstate Appraisers(MAI);and(d)supplementsandamendmentstotheSiteLease,thisLeaseandthe Indentureandanyotherdocumentsnecessaryto subject any real property to be substituted for theeffect the substitution for any portionoftheLeasedPropertytobereleased to the lien of the Indenture.TheTownagreesthatanycashpaidtotheTrusteepursuanttotheprovisionsofthis Section10.4shallbe deposited into the Base Rentals Fundused to redeem or defease Outstanding Certificates. Section11.5 TaxCovenants.TheTownacknowledgesthatthemoneysSection10.5 inallfundsandaccountsexpectedtobecreatedundertheIndenturearetobeinvestedor depositedbytheTrustee,atthewrittendirectionoftheTown. TheTowncovenantsforthebenefitoftheOwnersoftheCertificatesthatitwillnottake anyactionoromittotakeanyactionwithrespecttotheCertificates,theproceedsthereof,any otherfundsoftheTownoranyfacilitiesfinancedorrefinancedwiththeproceedsofthe Certificates(exceptforthepossibleexerciseoftheTown’srighttoterminatethisLeaseas providedherein)ifsuchactionoromission(i)wouldcausetheinterestontheCertificatestolose itsexclusionfromgrossincomeforfederalincometaxpurposesunderSection103oftheTax Code,or(ii)wouldcauseinterestontheCertificatestoloseitsexclusionfromalternative minimumtaxableincomeasdefinedinSection55(b)(2)oftheTaxCode,excepttotheextent suchinterestisrequiredtobeincludedinadjustedcurrentearningsadjustmentapplicableto corporationsunderSection56oftheTaxCodeincalculatingcorporatealternativeminimum taxableincome,or(iii)wouldcauseinterestontheCertificatestoloseitsexclusionfrom ColoradotaxableincomeortoloseitsexclusionfromColoradoalternativeminimumtaxable incomeunderpresentColoradolaw.SubjecttotheTown’srighttoterminatethisLeaseas providedherein,theforegoingcovenantshallremaininfullforceandeffect,notwithstandingthe paymentinfullordefeasanceoftheCertificates,untilthedateonwhichallobligationsofthe TowninfulfillingtheabovecovenantundertheTaxCodeandColoradolawhavebeenmet. 32 ATTACHMENT C: Form of Lease Inaddition,theTowncovenantsthatitsdirectionofinvestmentspursuanttoArticle5of theIndentureshallbeincompliancewiththeproceduresestablishedbytheTaxCertificatetothe extentrequiredtocomplywithitscovenantscontainedintheforegoingprovisionsofthis Section.TheTownherebyagreesthat,totheextentnecessary,itwill,duringtheLeaseTerm, paytotheTrusteesuchsumsasarerequiredfortheTrusteetopaytheamountsdueandowingto theUnitedStatesTreasuryasrebatepayments.Anysuchpaymentshallbeaccompaniedby directionstotheTrusteetopaysuchamountstotheUnitedStatesTreasury.Anypaymentof TownmoneyspursuanttotheforegoingsentenceshallbeAdditionalRentalsforallpurposesof thisLease. TheTownistoexecutetheTaxCertificateinconnectionwiththeexecutionanddelivery ofthisLease,whichTaxCertificateshallprovidefurtherdetailsinrespectoftheTown’stax covenantsherein. ForthepurposeofSection265(b)(3)(B)oftheCode,theTownherebydesignatesthe Certificatesasqualifiedtax-exemptobligations. Section11.6 UndertakingtoProvideOngoingDisclosure.TheTownSection10.6 covenantsforthebenefitoftheOwnersoftheCertificatestocomplywiththetermsofthe ContinuingDisclosureCertificate,providedthatafailureoftheTowntodososhallnot constituteanEventofLeaseDefault.TheTrusteeshallhavenopowerordutytoenforcethis Section.Unlessotherwiserequiredbylaw,noCertificateownershallbeentitledtodamagesfor theTown’snon-compliancewithitsobligationsunderthisSection;however,theCertificate OwnersmayenforcespecificperformanceoftheobligationscontainedinthisSectionbyany judicialproceedingsavailable. Section11.7 CovenanttoReimburseLegalExpenses.TotheextentSection10.7 permittedbylaw,theTownshalldefendandholdharmlesstheTrusteeagainstclaimsarising fromtheallegednegligentactsoromissionsoftheTown’spublicemployees,whichoccurredor areallegedtohaveoccurredduringtheperformanceoftheirdutiesandwithinthescopeoftheir employment,unlesssuchactsoromissionsare,orareallegedtobe,willfulandwanton.Such claimsshallbesubjecttothelimitationsoftheColoradoGovernmentalImmunityAct,C.R.S. 24-10-101to24-10-120.TheTownshallincludeasAdditionalRentals,thereimbursementof reasonableandnecessaryexpensesincurredbytheTrusteetodefendtheTrusteefromand againstallclaims,byoronbehalfofanyperson,firm,corporationorotherlegalentityarising fromtheconductormanagementoftheLeasedPropertyorfromanyworkorthingdoneonthe LeasedPropertyduringtheLeaseTermrequestedbytheTown,orfromanyconditionofthe LeasedPropertycausedbytheTown.ThisdutytoreimbursetheTrustee’slegalexpensesisnot anindemnificationanditisexpresslyunderstoodthattheTownisnotindemnifyingtheTrustee and,aspreviouslystated,islimitedtoNetProceedsandmoneys,ifany,inexcessofsuchNet Proceeds,forwhichanAppropriationhasbeeneffected. Section11.8 AccesstotheLeasedProperty;RightstoInspectBooks.Section10.8 TheTownagreesthattheTrusteeshallhavetherightatallreasonabletimestoexamineand inspecttheLeasedProperty(subjecttosuchregulationsasmaybeimposedbytheTownfor securitypurposes)andalloftheTown’sbooksandrecordswithrespectthereto,buttheTrustee hasnodutytoinspecttheLeasedPropertybooksorrecords.TheTownfurtheragreesthatthe 33 ATTACHMENT C: Form of Lease TrusteeshallhavesuchrightsofaccesstotheLeasedPropertyasmaybereasonablynecessaryto causethepropermaintenanceoftheLeasedPropertyintheeventoffailurebytheTownto performitsobligationsunderthisLease but the Trustee has no duty to cause the proper maintenance of the Leased Property under this Lease.TheIndentureallowstheTowntohavethe rightatallreasonabletimestoexamineandinspectalloftheTrustee’sbooksandrecordswith respecttotheLeasedPropertyandallfundsandaccountsheldundertheIndenture. TheTownanditsrepresentativesshallhavetherighttoexamineandinspectthebooks andrecordsoftheTrusteerelatingtotheLeasedPropertyatallreasonabletimesfromthedateof thisLeaseanduntilthreeyearsaftertheterminationdateofthisLease. 34 ATTACHMENT C: Form of Lease ARTICLE12ARTICLE11 PURCHASEOPTION Section12.1 PurchaseOption.TheTownshallhavetheoption toprepaySection11.1 Base Rentals in whole or in part and topurchasetheTrustee’sleaseholdinterestin all or a portion of theLeasedProperty at any time,butonlyifanEventofLeaseDefaultoranEventof Nonappropriationhasnotoccurredandisthencontinuing.All of the Leased Property shall be released from the provisions of the Site Lease and this Lease upon compliance with Section 12.2 hereof.The Town may exercise its option on any date by complying with one of the conditions setforthinSection11.2. TheTownshallgivetheTrusteenoticeofitsintentiontoexerciseitsoption to prepay Base Rentals in whole or in part notlessthanforty-five(45)daysinadvanceofthedateof such prepaymentexercise andshalldeposittherequiredmoneyswiththeTrusteeonorbeforethedate selectedto prepaypay the Base RentalsPurchase Option Price.TheTrusteemaywaivesuch noticeormayagreetoashorternoticeperiod inthesoledeterminationoftheTrustee. IftheTownshallhavegivennoticetotheTrusteeofitsintentionto prepay Base Rentals, in whole or in part,to purchasetheTrustee’sleaseholdinterestin all or a portion of theLeased Property or prepay Base Rentals,butshallnothavedepositedtheamountswiththeTrusteeon thedatespecifiedinsuchnotice,theTownshallcontinuetopayBaseRentals,whichhavebeen specificallyappropriatedbytheTownforsuchpurpose,asifnosuchnoticehadbeengiven. Section12.2 ConditionsforPurchaseOption.TheTrusteeshalltransferSection11.2 andreleasetheTrustee’sleaseholdinterestsintheLeasedPropertytotheTowninthemanner providedforinSection 12.311.3 ofthisLease;provided,however,thatpriortosuchtransferand release,either: theTownshallhavepaidthethenapplicablePurchaseOptionPricewhich(a) shallequalthesumoftheamountnecessarytodefeaseanddischargetheIndentureas providedtherein(i.e.,provisionforpaymentofallprincipalandinterestportionsofany andallCertificateswhichmayhavebeenexecutedanddeliveredpursuanttothe IndentureshallhavebeenmadeinaccordancewiththetermsoftheIndenture)plusany feesandexpensesthenowingtotheTrustee;or theTownshallhavepaidallBaseRentalssetforthin ExhibitC (Base(b) RentalsSchedule)hereto,fortheentiremaximumLeaseTerm,andallthencurrent AdditionalRentalsrequiredtobepaidhereunder. AttheTown’soption,amountsthenondepositinanyfundheldundertheIndenture (excepttheRebateFundandexcludinganydefeasanceescrowfunds)maybecreditedtowardthe PurchaseOptionPrice. Section12.3 MannerofConveyance.AttheclosingofthepurchaseorSection11.3 otherconveyanceofalloftheTrustee’sleaseholdinterestintheLeasedPropertypursuantto Section 12.211.2 ofthisLease,theTrusteeshallreleaseandterminatetheSiteLease,thisLease andtheIndentureandexecuteanddelivertotheTownanynecessarydocumentsreleasing, 35 ATTACHMENT C: Form of Lease assigning,transferringandconveyingtheTrustee’sleaseholdinterestintheLeasedProperty,as theythenexist,subjectonlytothefollowing: PermittedEncumbrances,otherthantheSiteLease,thisLeaseandthe(a) Indenture; allliens,encumbrancesandrestrictionscreatedorsufferedtoexistbythe(b) TrusteeasrequiredorpermittedbytheSiteLease,thisLeaseortheIndentureorarising asaresultofanyactiontakenoromittedtobetakenbytheTrusteeasrequiredor permittedbytheSiteLease,thisLeaseortheIndenture; anylienorencumbrancecreatedorsufferedtoexistbyactionofthe(c) Town;and thoseliensandencumbrances(ifany)towhichtitletotheLeasedProperty(d) wassubjectwhenleasedtotheTrustee. 36 ATTACHMENT C: Form of Lease ARTICLE13ARTICLE12 ASSIGNMENTANDSUBLEASING Section13.1 AssignmentbytheTrustee;ReplacementoftheTrustee.Section12.1 ExceptasotherwiseprovidedinthisLeaseandtheIndenture,thisLeasemaynotbeassignedby theTrusteeforanyreasonotherthantoasuccessorbyoperationoflawortoasuccessortrustee undertheIndentureorwiththepriorwrittenconsentoftheTownwhichconsentshallnotbe unreasonablywithheld.TheTrusteewillnotifytheTownofanyassignmenttoasuccessorby operationoflaw. IfanEventofLeaseDefaultorEventofNonappropriationhasoccurredandis continuing,theTrusteemayactashereinprovided,includingexercisingtheremediessetforthin Section 14.2,13.2,withoutthepriorwrittendirectionoftheTown. Section13.2 AssignmentandSubleasingbytheTown.ThisLeasemaySection12.2 notbeassignedbytheTownforanyreasonotherthantoasuccessorbyoperationoflaw. However,theLeasedPropertymaybesubleased,asawholeorinpart,bytheTown,withoutthe necessityofobtainingtheconsentoftheTrusteeoranyowneroftheCertificatessubjecttoeach ofthefollowingconditions: TheLeasedPropertymaybesubleased,inwholeorinpart,onlytoan(a) agencyordepartmentof,orapoliticalsubdivisionof,theState,ortoanotherentityor entitieswithApprovalofSpecialCounsel; ThisLease,andtheobligationsoftheTownhereunder,shall,atalltimes(b) duringtheLeaseTermremainobligationsoftheTown,andtheTownshallmaintainits directrelationshipswiththeTrustee,notwithstandinganysublease; TheTownshallfurnishorcausetobefurnishedtotheTrusteeacopyof(c) anysubleaseagreement; NosubleasebytheTownshallcausetheLeasedPropertytobeusedfor(d) anypurposewhichwouldcausetheTowntoviolateitstaxcovenantinSection 11.510.5 hereof;and AnysubleaseoftheLeasedPropertyshallprovidethatitshall(e) automaticallyterminateuponaterminationofthisLease. 37 ATTACHMENT C: Form of Lease ARTICLE14ARTICLE13 EVENTSOFLEASEDEFAULTANDREMEDIES Section14.1 EventsofLeaseDefaultDefined.AnyoneofthefollowingSection13.1 shallbeEventsofLeaseDefaultunderthisLease: failurebytheTowntopayanyBaseRentalsorAdditionalRentals,which(a) havebeenspecificallyappropriatedbytheTownforsuchpurpose,duringtheInitialTerm oranyRenewalTerm,withinfive(5)BusinessDaysofthedateonwhichtheyaredue;or subjecttotheprovisionsofSection6.5hereof,failurebytheTownto(b) vacateorsurrenderpossessionoftheLeasedPropertybyMarch1ofanyRenewalTerm inrespectofwhichanEventofNonappropriationhasoccurred;or failurebytheTowntoobserveandperformanycovenant,conditionor(c) agreementonitsparttobeobservedorperformedhereunder,otherthanasreferredtoin (a)or(b),foraperiodof30daysafterwrittennotice,specifyingsuchfailureand requestingthatitberemediedshallbereceivedbytheTownfromtheTrustee,unlessthe Trusteeshallagreeinwritingtoanextensionofsuchtimepriortoitsexpiration;provided thatifthefailurestatedinthenoticecannotbecorrectedwithintheapplicableperiod,the Trusteeshallnotwithholditsconsenttoanextensionofsuchtimeifcorrectiveactioncan beinstitutedbytheTownwithintheapplicableperiodanddiligentlypursueduntilthe defaultiscorrected;or failurebytheTowntocomplywiththetermsoftheSiteLease.(d) TheforegoingprovisionsofthisSection 14.113.1 aresubjecttothefollowinglimitations: theTownshallbeobligatedtopaytheBaseRentalsandAdditional(i) Rentals,whichhavebeenspecificallyappropriatedbytheTownforsuchpurpose, onlyduringthethencurrentLeaseTerm,exceptasotherwiseexpresslyprovided inthisLease;and if,byreasonofForceMajeure,theTownortheTrusteeshallbe(ii) unableinwholeorinparttocarryoutanyagreementontheirrespectiveparts hereincontainedotherthantheTown’sagreementtopaytheBaseRentalsand AdditionalRentalsduehereunder,theTownortheTrusteeshallnotbedeemedin defaultduringthecontinuanceofsuchinability.TheTownandtheTrusteeeach agree,however,toremedy,aspromptlyaslegallyandreasonablypossible,the causeorcausespreventingtheTownortheTrusteefromcarryingouttheir respectiveagreements;providedthatthesettlementofstrikes,lockoutsandother industrialdisturbancesshallbeentirelywithinthediscretionoftheTown. Section14.2 RemediesonDefault.WheneveranyEventofLeaseSection13.2 Defaultshallhavehappenedandbecontinuingbeyondanyapplicablecureperiod,theTrustee may,orshallattherequestoftheownersofamajorityinaggregateprincipalamountofthe CertificatesthenOutstandinganduponindemnificationastocostsandexpensesasprovidedin 38 ATTACHMENT C: Form of Lease theIndenture,withoutanyfurtherdemandornotice,takeoneoranycombinationofthe followingremedialsteps: terminatetheLeaseTermandgivenoticetotheTowntovacateand(a) surrenderpossessionoftheLeasedProperty,whichvacationandsurrendertheTown agreestocompletewithinsixty(60)daysfromthedateofsuchnotice;provided,inthe eventtheTowndoesnotvacateandsurrenderpossessionontheterminationdate,the provisionsofSection6.5hereofshallapply; leaseorsubleasetheLeasedPropertyorsellorassignanyinterestthe(b) TrusteehasintheLeasedProperty,includingtheTrustee’sleaseholdinterestinthe LeasedProperty; recoverfromtheTown:(c) theportionofBaseRentalsandAdditionalRentals,forwhicha(i) specificAppropriationhasbeeneffectedbytheTownforsuch purpose,whichwouldotherwisehavebeenpayablehereunder, duringanyperiodinwhichtheTowncontinuestooccupy,useor possesstheLeasedProperty;and BaseRentalsandAdditionalRentals,forwhichaspecific(ii) AppropriationhasbeeneffectedbytheTownforsuchpurpose, whichwouldotherwisehavebeenpayablebytheTownhereunder duringtheremainder,aftertheTownvacatesandsurrenders possessionoftheLeasedProperty,oftheFiscalYearinwhichsuch EventofLeaseDefaultoccurs. takewhateveractionatlaworinequitymayappearnecessaryordesirable(d) toenforceitsrightsinandtotheLeasedPropertyundertheSiteLease,thisLeaseandthe Indenture. UpontheoccurrenceofanEventofNonappropriation,theTrusteeshallbeentitledto recoverfromtheTowntheamountssetforthinSection 14.213.2(c)(i)hereofiftheTown continuestooccupytheLeasedPropertyafterDecember31oftheFiscalYearinwhichsuch EventofNonappropriationoccurs. TheTrusteeshallalsobeentitled,uponanyEventofLeaseDefault,toanymoneysinany fundsoraccountscreatedundertheIndenture(excepttheRebateFundoranydefeasanceescrow accounts). Section14.3 LimitationsonRemedies.TheremediesinconnectionwithSection13.3 anEventofLeaseDefaultshallbelimitedassetforthinthisSection.Ajudgmentrequiringa paymentofmoneymaybeenteredagainsttheTownbyreasonofanEventofLeaseDefaultonly astotheTown’sliabilitiesdescribedinparagraph(c)ofSection 14.213.2 hereof.Ajudgment requiringapaymentofmoneymaybeenteredagainsttheTownbyreasonofanEventof NonappropriationonlytotheextentthattheTownfailstovacateandsurrenderpossessionofthe LeasedPropertyasrequiredbySection6.4ofthisLease,andonlyastotheliabilitiesdescribed 39 ATTACHMENT C: Form of Lease inparagraph(c)(i)ofSection 14.213.2 hereof.Theremedydescribedinparagraph(c)(ii)of Section 14.213.2 ofthisLeaseisnotavailableforanEventofLeaseDefaultconsistingoffailure bytheTowntovacateandsurrenderpossessionoftheLeasedPropertybyMarch1followingan EventofNonappropriation. Section14.4 NoRemedyExclusive.SubjecttoSection 14.313.3 hereof,Section13.4 noremedyhereinconferreduponorreservedtotheTrustee,isintendedtobeexclusive,and everysuchremedyshallbecumulativeandshallbeinadditiontoeveryotherremedygiven hereunderornoworhereafterexistingatlaworinequity.Nodelayoromissiontoexerciseany rightorpoweraccruinguponanydefaultshallimpairanysuchrightorpowerorshallbe construedtobeawaiverthereof,butanysuchrightandpowermaybeexercisedfromtimeto timeandasoftenasmaybedeemedexpedient.InordertoentitletheTrusteetoexerciseany remedyreservedinthisArticle 14,13,itshallnotbenecessarytogiveanynotice,otherthansuch noticeasmayberequiredinthisArticle 14.13. Section14.5 Waivers.TheTrusteemaywaiveanyEventofLeaseSection13.5 DefaultunderthisLeaseanditsconsequences.Intheeventthatanyagreementcontainedherein shouldbebreachedbyeitherpartyandthereafterwaivedbytheotherparty,suchwaivershallbe limitedtotheparticularbreachsowaivedandshallnotbedeemedtowaiveanyotherbreach hereunder.PaymentofBaseRentalsorAdditionalRentalsbytheTownshallnotconstitutea waiverofanybreachordefaultbytheTrusteehereunder. Section14.6 AgreementtoPayAttorneys’FeesandExpenses.IntheSection13.6 eventthateitherpartyheretoshalldefaultunderanyoftheprovisionshereofandthe nondefaultingpartyshallemployattorneysorincurotherexpensesforthecollectionofBase RentalsorAdditionalRentals,ortheenforcementofperformanceorobservanceofany obligationoragreementonthepartofthedefaultingpartyhereincontained,thedefaultingparty agreesthatitshallondemandthereforpaytothenondefaultingparty,totheextentpermittedby law,thereasonablefeesofsuchattorneysandsuchotherreasonableexpensessoincurredbythe nondefaultingparty.Notwithstandingtheforegoing,anysuchfeesandexpensesowedbythe TownhereundershallconstituteAdditionalRentalsforallpurposesofthisLeaseandshallbe subjecttoAppropriation. Section14.7 WaiverofAppraisement,Valuation,Stay,ExtensionandSection13.7 RedemptionLaws.Totheextentpermittedbylaw,inthecaseofanEventofNonappropriation oranEventofLeaseDefaultneithertheTrusteenortheTownnoranyoneclaimingthroughor undereitherofthemshallorwillsetup,claimorseektotakeadvantageofanyappraisement, valuation,stay,extensionorredemptionlawsnoworhereafterinforceinordertopreventor hindertheenforcementoftheIndenture;andtheTrusteeandtheTown,forthemselvesandall whomayatanytimeclaimthroughorundereitherofthem,eachherebywaives,tothefullextent thatitmaylawfullydoso,thebenefitofallsuchlaws.Notwithstandingtheforegoing,itis expresslyunderstoodthattheTowncannotanddoesnotherebywaiveitsrighttosetup,claimor seektotakeadvantageofitspolicepowersoritsColoradoconstitutionalorstatutoryrightof eminentdomain. 40 ATTACHMENT C: Form of Lease ARTICLE15ARTICLE14 MISCELLANEOUS Section15.1 SovereignPowersofTown.NothinginthisLeaseshallbeSection14.1 construedasdiminishing,delegating,orotherwiserestrictinganyofthesovereignpowersor immunitiesoftheTown.NothinginthisLeaseshallbeconstruedtorequiretheTowntooccupy andoperatetheLeasedPropertyotherthanaslessee,ortorequiretheTowntoexerciseitsright topurchasetheLeasedPropertyasprovidedinArticle 1211 hereof. Section15.2 Notices.Allnotices,certificatesorothercommunicationstoSection14.2 begivenhereundershallbesufficientlygivenandshallbedeemedgivenwhendeliveredor mailedbycertifiedorregisteredmail,postageprepaid,addressedasfollows: iftotheTrustee, UMBBank,n.a. 1670Broadway Denver,CO80202 Attention:CorporateTrustandEscrowServices iftotheTown, TownofAvon,Colorado 1One LakeStreet P.O.Box975 Avon,Colorado81620 Attention:FinanceDirector TheTownandtheTrusteemay,bywrittennotice,designateanyfurtherordifferent addressestowhichsubsequentnotices,certificatesorothercommunicationsshallbesent. Section15.3 ThirdPartyBeneficiaries.ItisexpresslyunderstoodandSection14.3 agreedthattheOwnersoftheoutstandingCertificatesarethirdpartybeneficiariestothisLease andenforcementofthetermsandconditionsofthisLease,andallrightsofactionrelatingto suchenforcement,shallbestrictlyreservedtotheTown,aslesseeandtheTrustee,aslessor,and theirrespectivesuccessorsandassigns,andtotheOwnersoftheCertificates.Exceptas hereinafterprovided,nothingcontainedinthisLeaseshallgiveorallowanysuchclaimorright ofactionbyanyotherorthirdpersononthisLease.ItistheexpressintentionoftheTownand theTrusteethatanypersonotherthantheTown,theTrustee,ortheOwnersoftheCertificates receivingservicesorbenefitsunderthisLeaseshallbedeemedtobeanincidentalbeneficiary only. Section15.4 BindingEffect.ThisLeaseshallinuretothebenefitofandSection14.4 shallbebindingupontheTrusteeandtheTownandtheirrespectivesuccessorsandassigns, subject,however,tothelimitationscontainedinArticle 1312 ofthisLease. Section15.5 Amendments.ThisLeasemayonlybeamended,changed,Section14.5 modifiedoralteredasprovidedintheIndenture. 41 ATTACHMENT C: Form of Lease Section15.6 AmountsRemaininginFunds.ItisagreedbythepartiesSection14.6 heretothatanyamountsremainingintheBaseRentalsFund,theCostsofExecutionand DeliveryFund,oranyotherfundoraccountcreatedundertheIndenture(excepttheRebateFund oranydefeasanceescrowaccount),uponterminationoftheLeaseTerm,andafterpaymentin fulloftheCertificates(orprovisionforpaymentthereofhavingbeenmadeinaccordancewith theprovisionsofthisLeaseandtheIndenture)andfeesandexpensesoftheTrusteein accordancewiththisLeaseandtheIndenture,shallbelongtoandbepaidtotheTownbythe Trustee,asanoverpaymentofBaseRentals. Section15.7 TripleNetLease.ThisLeaseshallbedeemedandSection14.7 construedtobea“triplenetlease”and,subjecttothepriorAppropriationrequirementshereof, theTownshallpayabsolutelynetduringtheLeaseTerm,theBaseRentals,theAdditional Rentalsandallexpensesof,orotherpaymentsinrespectof,theLeasedPropertyasrequiredto bepaidbytheTownunderthisLease,forwhichaspecificAppropriationhasbeeneffectedby theTownforsuchpurpose,freeofanydeductions,andwithoutabatement,deductionorsetoff (otherthancreditsagainstBaseRentalsexpresslyprovidedforinthisLease). Section15.8 ComputationofTime.Incomputingaperiodofdays,theSection14.8 firstdayisexcludedandthelastdayisincluded.IfthelastdayofanyperiodisnotaBusiness Day,theperiodisextendedtoincludethenextdaywhichisaBusinessDay.Ifanumberof monthsistobecomputedbycountingthemonthsfromaparticularday,theperiodendsonthe samenumericaldayintheconcludingmonthasthedayofthemonthfromwhichthe computationisbegun,unlesstherearenotthatmanydaysintheconcludingmonth,inwhichcase theperiodendsonthelastdayofthatmonth.Notwithstandingtheforegoing,BaseRentalsshall berecalculatedintheeventofanyPrepaymentofBaseRentalsasprovidedinSection6.2(b) hereof. Section15.9 PaymentsDueonHolidays.IfthedateformakinganySection14.9 paymentorthelastdayforperformanceofanyactortheexercisingofanyright,asprovidedin thisLease,shallbeadayotherthanaBusinessDay,suchpaymentmaybemadeoractperformed orrightexercisedonthenextsucceedingBusinessDay,withthesameforceandeffectasifdone onthenominaldateprovidedinthisLease. Section15.10 Severability.ExceptfortherequirementoftheTowntoSection14.10 payBaseRentalsforwhichaspecificAppropriationhasbeeneffectedbytheTownforsuch purposeandtherequirementoftheTrusteetoprovidequietenjoymentoftheLeasedProperty andtoconveytheTrustee’sleaseholdinterestintheLeasedPropertytotheTownunderthe conditionssetforthinArticle11ofthisLease(which,ifheldinvalidorunenforceablebyany courtofcompetentjurisdiction,mayhavetheeffectofinvalidatingorrenderingunenforceable theotherprovisionsofthisLease),intheeventthatanyotherprovisionofthisLeaseshallbe heldinvalidorunenforceablebyanycourtofcompetentjurisdiction,suchholdingshallnot invalidateorrenderunenforceableanyotherprovisionhereof. Section15.11 ExecutioninCounterparts.ThisLeasemaybeSection14.11 simultaneouslyexecutedinseveralcounterparts,eachofwhichshallbeanoriginalandallof whichshallconstitutebutoneandthesameinstrument. 42 ATTACHMENT C: Form of Lease Section 15.12 Electronic Transactions.The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies,telecopies,facsimiles,electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for allpurposes,includingthefilingofanyclaim,actionorsuitintheappropriatecourtoflaw. Section15.13 ApplicableLaw.ThisLeaseshallbegovernedbyandSection14.12 construedinaccordancewiththelawoftheStateofColorado. Section15.14 TheTrusteeIsIndependentoftheTown.NeithertheSection14.13 TrusteenoranyagentoremployeeoftheTrusteeshallbeorshallbedeemedtobeanagentor employeeoftheTown.TheTrusteeacknowledgesthattheTrusteeanditsemployeesarenot entitledtounemploymentinsurancebenefitsoftheTownunlesstheTrusteeorathirdparty otherwiseprovidessuchcoverageandthattheTowndoesnotpayfororotherwiseprovidesuch coverage.TheTrusteeshallhavenoauthorization,expressorimplied,tobindtheTowntoany agreements,liabilityorunderstandingexceptasexpresslysetforthherein.TheTrusteeshall provideandkeepinforceworkers’compensation(andprovideproofofsuchinsurancewhen requestedbytheTown)andunemploymentcompensationinsuranceintheamountsrequiredby lawandshallbesolelyresponsiblefortheactsoftheTrustee,itsemployeesandagents. Section15.15 GovernmentalImmunity.NotwithstandinganyotherSection14.14 provisionsofthisLeasetothecontrary,notermorconditionofthisLeaseshallbeconstruedor interpretedasawaiver,expressorimplied,ofanyoftheimmunities,rights,benefits,protections orotherprovisionsoftheColoradoGovernmentalImmunityAct,Section24-10-101,et.seq., C.R.S.,asnoworhereafteramended. Section15.16 Recitals.TheRecitalssetforthinthisLeaseareherebySection14.15 incorporatedbythisreferenceandmadeapartofthisLease. Section15.17 Captions.ThecaptionsorheadingshereinareforSection14.16 convenienceonlyandinnowaydefine,limitordescribethescopeorintentofanyprovisionsor SectionsofthisLease. Section15.18 Trustee’sDisclaimer.ItisexpresslyunderstoodandSection14.17 agreedthat(a)theLeaseisexecutedbyUMBBank,n.a.solelyinitscapacityasTrusteeunder theIndenture,and(b)nothinghereinshallbeconstruedascreatinganyliabilityonUMBBank, n.a.otherthaninitscapacityasTrusteeundertheIndenture.Allfinancialobligationsofthe TrusteeunderthisLease,exceptthoseresultingfromitswillfulmisconductornegligence,are limitedtotheTrustEstate. ElectronicTransactions.ThepartiesheretoagreethatthetransactionsSection14.18 described herein may be conducted and related documents may be stored by electronic means. Copies,telecopies,facsimiles,electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for allpurposes,includingthefilingofanyclaim,actionorsuitintheappropriatecourtoflaw. 43 ATTACHMENT C: Form of Lease 44 ATTACHMENT C: Form of Lease INWITNESSWHEREOF,thepartieshaveexecutedthisLeasePurchaseAgreementas ofthedayandyearfirstabovewritten. TOWNOFAVON,COLORADO, asLessee UMBBANK,N.A.,solelyinitscapacityof TrusteeundertheIndenture,asLessor By:________________________________By:________________________________ RichardRich Carroll,Mayor ______________Leigh Lutz,Senior VicePresident Attest: By:_____________________________ DebbieHoppe,TownClerk [TOWNSEAL] 45 ATTACHMENT C: Form of Lease STATEOFCOLORADO) )ss. TOWNOFAVON ) ) COUNTYOFEAGLE ) Theforegoinginstrumentwasacknowledgedbeforemethis____dayof_______,2014, by RichardRich CarrollandDebbieHoppe,asMayorandTownClerk,respectively,oftheTown ofAvon,Colorado. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: **************** STATEOFCOLORADO ) )ss. CITYANDCOUNTYOFDENVER) Theforegoinginstrumentwasacknowledgedbeforemethis____dayof______,2014, by __________LeighLutz,as Senior VicePresidentofUMBBank,n.a.,asTrustee. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: 46 ATTACHMENT C: Form of Lease EXHIBITA DESCRIPTIONOFLEASEDPROPERTY TheLeasedPropertyconsistsoftheSiteandthepremises,buildingsandimprovementslocated thereon(withtheexceptionsnotedbelow)assetforthbelow,asamendedfromtimetotime. Site: [insertlegal. Address:[insertaddres] DescriptionofProject: [describe] A-1 ATTACHMENT C: Form of Lease EXHIBITB PERMITTEDENCUMBRANCES “PermittedEncumbrances”asdefinedinSection1.2ofthisLeaseandthefollowing: Liensforadvaloremtaxesandspecialassessmentsnotthendelinquent,if(1) applicable. TheSiteLease.(2) ThisLease.(3) Allotherencumbrancesappearingofrecordonthedatehereof.(4) B-1 ATTACHMENT C: Form of Lease EXHIBITC BASERENTALSSCHEDULE(1) Date BaseRentalsPrincipal Component BaseRentalsInterest Component TotalBase Rentals AnnualBase Rentals C-1 ATTACHMENT C: Form of Lease Date BaseRentalsPrincipal Component BaseRentalsInterest Component TotalBase Rentals AnnualBase Rentals TOTAL ________________ Footnotesonfollowingpage: __________________ (1)WithrespecttoCertificatesthatweresoldintheinitialofferingatadiscount,thedifferencebetween thestatedredemptionpriceofsuchCertificatesatmaturityandtheinitialofferingpriceofthose Certificatestothepublicwillbetreatedas“originalissuediscount”forfederalincometaxpurposesand willconstituteinterestontheCertificates.Thefollowingportionsofprincipalshallbetreatedasinterest ontheCertificatesmaturingonthefollowingdates: Maturity Date PortionofPrincipal Component thatisalsoIntereston Certificates(OID) BaseRentalpaymentsaredueonMay15andNovember15ofeachyearduringtheLeaseTerm. TheBaseRentalshavebeencalculatedonthebasisofa360-dayyearoftwelve30-daymonthsandany recalculationofBaseRentalsunderSection6.2(b)hereofshallbedoneonthesamebasis.IfBase RentalsarestatedtobedueonanydatethatisnotaBusinessDay,suchBaseRentalsshallbedueonthe nextdaythatisaBusinessDaywithouttheaccrualofinterestonBaseRentalsbetweensuchdates. StatementRegardingtheLeasedProperty ThedurationoftheLease,throughoutthemaximumLeaseTerm,doesnotexceedtheweighted averageusefullifeoftheLeasedPropertyand,totheextentthattheLeasedPropertyconstitutesitemsof personalproperty,suchitemsareconsideredpaidfromthefirstBaseRentalsdescribedabove. C-2 ATTACHMENT C: Form of Lease EXHIBITD FORMOFNOTICEOFLEASERENEWAL To:UMBBank,n.a.,asTrustee Attention:CorporateTrustServices TheundersignedistheTownRepresentativeoftheTownofAvon,Colorado(the “Town”).TheTownisthelesseeunderthatcertainLeasePurchaseAgreement,datedasof [________],2014(the“Lease”),betweentheTownandUMBBank,n.a.,solelyinitscapacityof TrusteeundertheIndenture,asthelessorthereunder.Iamfamiliarwiththefactshereincertified andamauthorizedandqualifiedtocertifythesame.Theundersignedherebystatesandcertifies: theTownhaseffectedorintendstoeffectonatimelybasisan(a) AppropriationfortheensuingFiscalYearwhichincludes(1)sufficientamounts authorizedanddirectedtobeusedtopayalltheBaseRentalsand(2)sufficientamounts topaysuchAdditionalRentalsasareestimatedtobecomedue,allasfurtherprovidedin Sections6.2,6.3and6.4oftheLease,whereupon,theLeaseshallberenewedforthe ensuingFiscalYear; Initial or theTownhasdeterminednottorenewtheLeasefortheensuingFiscal(b) Year. Initial TOWNOFAVON,COLORADO By: TownRepresentative Date:____________________________________________ D-1 ATTACHMENT C: Form of Lease F-1 ATTACHMENT C: Form of Lease 2250742123017443 v1 G-1 ATTACHMENT C: Form of Lease DocumentcomparisonbyWorkshareCompareonThursday,October09,20147:42:26AM Input: Document1ID interwovenSite://RDG-DMS/ButlerSnow/22507421/1 Description #22507421v1<ButlerSnow>-LeaseAgreement(townhall cop) Document2ID interwovenSite://RDG-DMS/ButlerSnow/23017443/1 Description #23017443v1<ButlerSnow>-LeaseAgreement(townhall cop)v2 Renderingset Standard Legend: Insertion Deletion Movedfrom Movedto Stylechange Formatchange Moveddeletion Insertedcell Deletedcell Movedcell Split/Mergedcell Paddingcell Statistics: Count Insertions 243 Deletions 314 Movedfrom 6 Movedto 6 Stylechange 0 Formatchanged 0 Totalchanges 569 ATTACHMENT C: Form of Lease CERTIFICATE PURCHASE AGREEMENT $[________] CERTIFICATES OF PARTICIPATION SERIES 2014 Evidencing Proportionate Interests in the Base Rentals and other Revenues under a Lease Purchase Agreement dated as of [________], 2014 between UMB Bank, n.a., as lessor, and the Town of Avon, Colorado, as lessee March 5, 2014 UMB Bank, n.a. acting solely in its capacity as Trustee Ladies and Gentlemen: On the basis of the representations, warranties, covenants and conditions contained in this Certificate Purchase Agreement (this “Agreement”), the undersigned, Piper Jaffray & Co. (the “Underwriter”), hereby offers to purchase all, but not less than all, of the above-captioned Certificates of Participation, Series 2014, in the aggregate principal amount of $[________] (the “Certificates”). The Certificates evidence proportionate interests in the base rentals and other revenues under a Lease Purchase Agreement, dated as of [________], 2014 (the “Lease”), between UMB Bank, n.a., solely in its capacity as trustee under the hereinafter defined Indenture (the “Trustee”), as lessor, and the Town of Avon, Colorado, as lessee (the “Town”). The Certificates will be executed and delivered pursuant to an Indenture of Trust, dated as of [________], 2014 (the “Indenture”), by the Trustee. The Underwriter has been duly authorized to execute and deliver this Agreement and to act hereunder. All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Lease and the Indenture, unless the context clearly indicates otherwise. The Underwriter agrees to purchase the Certificates at a price of $[_______] (the “Purchase Price”), being the par amount of the Certificates of $[________], plus net original issue premium of $[__________], and less the Underwriter’s discount of $[_________]. The Certificates will be executed and delivered pursuant to the Indenture, under the conditions set forth herein and therein, and the Purchase Price shall be deposited with the Trustee as provided in the Indenture. The Certificates shall be executed and delivered, be secured, be subject to redemption, and contain such other terms as provided in the Indenture. The Certificates shall ATTACHMENT E: Form of Certificate of Purchase Agreement 2 mature on the dates and in the amounts and shall bear interest at the rates of interest set forth in Exhibit A to this Purchase Agreement. All capitalized terms used but not defined herein shall have the meanings given such terms in the Lease and the Indenture, unless the context clearly indicates otherwise. Section 1. Trustee’s Representations, Warranties and Agreements. The Trustee hereby represents and warrants to, and agrees with, the Underwriter as follows: (a) the Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America and is in good standing under the laws of the United States of America; (b) the Trustee has full power and authority to consummate all transactions contemplated by the Site Lease, the Lease, and the Indenture (collectively, the “Principal Documents”); (c) the Trustee has, or prior to the Closing Time will have, duly authorized and taken all necessary action to be taken by it for: (i) the execution and delivery of the Certificates upon the terms set forth herein; (ii) the execution, delivery, receipt and due performance of the Principal Documents and any and all other documents, agreements and instruments that may be required to be executed, delivered, received or performed by the Trustee in order to carry out, give effect to and consummate the transactions contemplated by the Principal Documents; and (iii) the carrying out, giving effect to and consummation of the transactions contemplated by the Principal Documents; (d) the Principal Documents and all other documents, agreements and instruments that may be required to be executed, delivered, received or performed by the Trustee in order to carry out, give effect to and consummate the transactions contemplated by the Principal Documents shall, at the Closing Time, have been duly authorized, executed, received and delivered by the Trustee and, assuming their enforceability against the other parties thereto, constitute valid, legal and binding obligations of the Trustee, enforceable in accordance with their terms, subject only to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and equitable principles, whether considered at law or in equity; (e) the execution, delivery, receipt and due performance by the Trustee of the Principal Documents and the Certificates, and the consummation of the transactions contemplated by the Principal Documents do not conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitute a default under any of the foregoing or, except as specifically provided in the Principal Documents, result in the creation or imposition of a lien or encumbrance whatsoever upon any of the property or assets of the Trustee; (f) to the knowledge of the Trustee, there is no litigation or proceeding pending or threatened against the Trustee or any other person affecting the right of the Trustee to execute and deliver any of the Principal Documents or the ability of the Trustee otherwise to comply with its obligations under the Principal Documents or the Certificates; and ATTACHMENT E: Form of Certificate of Purchase Agreement 3 (g) any certificate signed by any of the Trustee’s authorized officers and delivered to the Underwriter shall be deemed a representation and warranty by the Trustee to the Underwriter as of the Closing Time as to the statements made therein. Section 2. The Closing. On the basis of the representations, and subject to the terms and conditions, set forth in this Purchase Agreement, at the Closing Time the Underwriter agrees to pay the Purchase Price for the Certificates and the Trustee agrees to take all action reasonably necessary to cause the Certificates to be executed and delivered to the Underwriter for the Purchase Price. The Certificates shall be delivered to The Depository Trust Company for the account of the Underwriter, and the Underwriter shall accept delivery of and pay the Purchase Price for the Certificates in immediately available funds payable to the order of the Town or the Trustee, as indicated in the Indenture, at 9:00 a.m., Denver time, on [________], 2014, or at such other time or date as shall be mutually agreed upon by the Underwriter, the Trustee, and the Town. The delivery of and payment for the Certificates is referred to herein as the “Closing,” the date of such delivery and payment is referred to herein as the “Closing Date,” and the hour and date of such delivery and payment is referred to herein as the “Closing Time.” Section 3. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and agreements herein and the performance by the Trustee with its obligations hereunder at or prior to the Closing Time. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions being satisfied at or prior to the Closing Time: (a) the Principal Documents, the Certificates, and the Official Statement relating to the Certificates (the “Official Statement”) shall have been duly authorized, executed, authenticated, delivered and received by the respective parties thereto in the form approved by the Underwriter with only such changes as shall be mutually agreed upon by the respective parties thereto and the Underwriter; (b) the Underwriter shall have received evidence satisfactory to the Underwriter that the Trustee has taken all action reasonably necessary to cause the Certificates to be executed and delivered to the Underwriter; (c) at the Closing, the Underwriter shall receive the following documents, each dated as of the Closing Date (other than the final Official Statement and the rating letters required by (xi) below, which are not dated as of the Closing Date) and in form and substance satisfactory to the Underwriter: (i) a copy of the ordinance of the Town (the “Ordinance”) authorizing the execution and delivery of the Principal Documents to which it is a party and other matters related thereto; (ii) executed copies of each of the Principal Documents, the Official Statement, and the Continuing Disclosure Certificate; ATTACHMENT E: Form of Certificate of Purchase Agreement 4 (iii) opinions of Butler Snow LLP, as special counsel to the Town (“Special Counsel”), in form and substance satisfactory to the Underwriter, dated as of the Closing Date and addressed to the Town, relating to: (A) the valid execution and delivery of the Site Lease and the Lease and the enforceability thereof; and (B) the tax treatment under federal and State of Colorado law of the portion of the Base Rentals which is designated in the Lease as interest and paid by the Trustee as interest with respect to each series of Certificates; (iv) a letter from Special Counsel, in form and substance satisfactory to the Underwriter, dated as of the Closing Date and addressed to the Town, stating, in substance, that nothing came to the attention of the attorneys at Butler Snow LLP rendering legal services in connection with such firm’s representation of the Town that the Official Statement (except for any financial statements, demographic, economic, engineering, financial, or statistical data and any statements of trends, forecasts, estimates, projections, assumptions, or any expressions of opinion and information concerning The Depository Trust Company and its procedures contained in the Official Statement and its appendices, as to which no view is expressed) contained any untrue statement of a material fact or omitted any material fact required to be stated therein or necessary to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading; (v) an opinion of the Town Attorney relating to (A) the due organization of the Town, (B) the due authorization, execution and delivery of the Principal Documents by the Town, (C) the enforceability of the Principal Documents against the Town, (D) the information respecting the Town in certain sections of the Official Statement, (E) the absence of any material litigation involving the Town, and (F) such other matters as may be reasonably required; (vi) a certificate of the Town signed by duly authorized officials of the Town relating to (A) the due organization of the Town, (B) the absence of any material litigation against the Town, (C) the due authorization, execution, and delivery of the Principal Documents by the Town, and (D) the validity and enforceability of the Ordinance and the Principal Documents to which it is a party against the Town; together with a certificate executed by one or more officers of the Town, to the effect that the Official Statement, as then amended or supplemented, neither contains an untrue statement of any material fact nor omits to state any material fact necessary to make the statements made in the Official Statement, in light of the circumstances in which they are made, not misleading; (vii) a general certificate of the Trustee, dated the Closing Date, in form and substance acceptable to the Underwriter and to Special Counsel; (viii) an owner’s policy of title insurance issued to the Trustee, insuring the Town’s fee simple interest in the Site and the Trustee’s leasehold interest in the Site, subject only to Permitted Encumbrances, in an aggregate amount not less than the aggregate principal amount of the Certificates or such lesser amount as shall be the maximum insurable value of the Site; (ix) evidence satisfactory to the Underwriter that the Certificates have been assigned an underlying rating of “[___]” by [__________]; ATTACHMENT E: Form of Certificate of Purchase Agreement 5 (x) such additional certificates and documents as the Underwriter may reasonably request to evidence performance of or compliance with the provisions hereof and the transactions contemplated by the Principal Documents and by the Official Statement. (d) All proceedings and related matters in connection with the Principal Documents shall have been satisfactory to Special Counsel, and Special Counsel shall have been furnished with all papers, certificates and information as it may have reasonably requested to enable it to pass upon the matters referred to in its opinions. If any condition stated in this Section 3 is not satisfied at or prior to the Closing Time, this Purchase Agreement may be terminated by the Underwriter by notifying the Trustee in writing and, in that event, neither the Underwriter nor the Trustee shall have any further obligation under this Purchase Agreement, except for the obligations of the parties to pay expenses as specified in Section 6 hereof. The Underwriter may waive compliance with any condition stated in this Section 3 or extend the time for performance of any one or more of the conditions stated in this Section 3; and, by accepting delivery of the Certificates, shall be deemed to have waived compliance by the Trustee with any condition stated in this Section 4 that has not been complied with. Section 4. Underwriter’s Right to Terminate Agreement. The Underwriter shall have the right to terminate its obligations under this Purchase Agreement to purchase the Certificates by notifying the Town and the Trustee in writing of its election to do so, if any of the following events occur prior to the scheduled Closing Time: (a) a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America for passage by the President of the United States of America, or be enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be made or proposed, having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Town or by any similar body or upon interest received on obligations of the general character of the Certificates, which, in the Underwriter’s reasonable opinion, materially adversely affects the market price of the Certificates; (b) any legislation, ordinance, rule or regulation shall be introduced in or be enacted by any governmental body, department or agency in the State or a decision by any court of competent jurisdiction within the State shall be rendered which, in the Underwriter’s reasonable opinion, materially adversely affects the market price of the Certificates; ATTACHMENT E: Form of Certificate of Purchase Agreement 6 (c) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction over the subject matter shall be issued or made to the effect that the execution and delivery, offering or sale of obligations of the general character of the Certificates, or the execution and delivery, offering or sale of the Certificates, including all the underlying obligations, as contemplated by the Principal Documents or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; (d) legislation shall be introduced in or enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or official statement of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that obligations of the general character of the Certificates, or the Certificates, including all of the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; (e) any event shall have occurred, or information become known, which, in the Underwriter’s opinion, makes untrue in any material respect any statement or information contained in the Official Statement or has the effect that the Official Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (f) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (g) the New York Stock Exchange or any national securities exchange, or any governmental authority, shall have imposed, as to the Certificates or obligations of the general character of the Certificates, any material restrictions not now in force or being enforced, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (h) a general banking moratorium shall have been established by federal or State of Colorado authorities; (i) the rating of any of the Town’s securities shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter’s opinion, materially and adversely affects the market price of the Certificates; or trading in any of the Town’s securities shall have been suspended on any national securities exchange; or any ATTACHMENT E: Form of Certificate of Purchase Agreement 7 proceeding shall be pending or threatened by the Securities and Exchange Commission against the Town; or (j) a war involving the United States of America shall have been declared, or any conflict involving the armed forces of the United States of America shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriter’s opinion, materially adversely affects the market price of the Certificates. Section 5. Conditions of the Obligations of the Trustee. The Trustee’s obligations under this Purchase Agreement are subject to the Underwriter’s due performance of its obligations and agreements to be performed under this Purchase Agreement at or prior to the Closing Time; and are also subject to the execution and delivery by the Town of the documents, certificates of the Town and opinions of counsel to the Town and to the delivery of all other documents (except those documents to be delivered by the Trustee or by counsel to the Trustee), as provided in Section 3 above; and are also subject to the following conditions being satisfied at the Closing Time: (a) there shall be no legal or governmental actions, suits, proceedings, inquiries or investigations pending, or to the Town’s or the Trustee’s knowledge threatened, in which an unfavorable decision, ruling or finding would adversely affect (i) the validity or enforceability of any of the Principal Documents or the transactions contemplated by the Principal Documents; (ii) the existence or power of the Town or the Trustee; or (iii) the right to use the proceeds of the Certificates as provided in the Indenture and the Lease; and (b) all opinions, certificates and other documents relating to the Town’s and the Trustee’s participation in the transactions contemplated by the Principal Documents shall be satisfactory in form and substance to the Trustee. The Trustee may waive compliance by the Underwriter with or extend the time for performance of any one or more of the conditions stated in this Section 5; and, by accepting payment for the Certificates, shall be deemed to have waived compliance by the Underwriter with any condition stated in this Section 5 that has not been complied with. Section 6. Payment of Expenses. All expenses incident to the execution and delivery of the Certificates shall be paid from proceeds of the Certificates. Such expenses shall include, but shall not be limited to (a) the cost of preparing, printing or otherwise reproducing and distributing the Certificates, the Principal Documents, the Preliminary Official Statement and the Official Statement with any amendment or supplement thereto; (b) the cost of preparing and executing the definitive Certificates; (c) the fees and expenses of Special Counsel, general counsel to the Town, counsel to the Trustee, independent auditors and any other experts and consultants retained in connection with the execution and delivery of the Certificates; (d) the initial fees and expenses of the Trustee; (e) fees charged by investment rating agencies for the rating of the Certificates, and all other expenses incurred by the Underwriter in connection with its purchase, offering and distribution of the Certificates; and (f) fees of obtaining insurance for the payment of the principal of and interest on the Certificates, if any, and (g) fees of obtaining ATTACHMENT E: Form of Certificate of Purchase Agreement 8 title insurance for the Leased Property. All out-of-pocket expenses of the Underwriter, including travel and other expenses, shall be paid by the Underwriter. Section 7. Survival of Representation, Warranties and Agreements. All of the Trustee’s representations, warranties and agreements set forth in this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigation made by the Underwriter or on its behalf, and shall survive delivery of the Certificates to the Underwriter. Section 8. Entire Agreement; Parties in Interest. This Purchase Agreement when accepted by the Trustee in writing as heretofore specified shall constitute the entire agreement between the Underwriter and the Trustee and is made solely for the benefit of the Underwriter and the Trustee (including their successors, if any), and no other person shall acquire or have any right hereunder or by virtue hereof. Section 9. Counterparts. This Purchase Agreement may be executed in several counterparts, which together shall constitute one and the same instrument. Section 10. Effectiveness. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Trustee. Section 11. Governing Law; No Assignment. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of Colorado. This Purchase Agreement shall not be assigned by the Underwriter or the Trustee. Section 12. No Personal Liability. None of the members of the Board of Directors of the Trustee, nor any officer, agent or employee of the Trustee, shall be charged personally or in his or her official capacity by the Underwriter with any liability, or held liable to the Underwriter under any term or provision of this Purchase Agreement, or because of its execution or attempted execution, or because of any breach, or attempted or alleged breach, of this Purchase Agreement. Section 13. Time of Essence. Time shall be of the essence in this Purchase Agreement. ATTACHMENT E: Form of Certificate of Purchase Agreement 9 Very truly yours, PIPER JAFFRAY & CO., as the Underwriter By:_________________________________ Authorized Representative Accepted and agreed to as of the date set forth above: TOWN OF AVON, COLORADO By: Finance Director Time of Acceptance: UMB BANK, N.A., solely in its capacity as trustee under the Indenture described herein By:_________________________________ Vice President ATTACHMENT E: Form of Certificate of Purchase Agreement EXHIBIT A CERTIFICATES MATURITY SCHEDULE Schedule of Base Rentals Calendar Year Principal Component Interest Component Total Base Rentals ATTACHMENT E: Form of Certificate of Purchase Agreement Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. TABLE OF CONTENTS Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** Report Page Sources and Uses of Funds ............................1 Bond Pricing ..................................2 Bond Summary Statistics .............................4 Bond Debt Service ................................6 Bond Solution .................................7 ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 1 SOURCES AND USES OF FUNDS Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** Dated Date10/31/2014Delivery Date10/31/2014 Sources: Bond Proceeds: Par Amount5,690,000.00Premium150,600.70 5,840,600.70 Uses: Project Fund Deposits: Project Fund5,720,000.00 Delivery Date Expenses:Cost of Issuance 70,000.00Underwriter's Discount 48,365.00 118,365.00 Other Uses of Funds: Additional Proceeds2,235.70 5,840,600.70 ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 2 BOND PRICING Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** MaturityYield toBond ComponentDateAmountRateYieldPriceMaturity Serial Bond:12/01/2015135,0002.000%0.520%101.596 12/01/2016160,0002.000%0.800%102.47412/01/2017160,0002.000%1.150%102.567 12/01/2018165,0002.000%1.500%101.97212/01/2019170,0002.000%1.880%100.578 12/01/2020170,0003.000%2.270%104.12412/01/2021175,0003.000%2.500%103.226 12/01/2022180,0003.000%2.720%102.018 12/01/2023185,0003.000%2.870%101.03112/01/2024190,0003.000%2.970%100.258 1,690,000 Term Bond: 12/01/2025200,0004.000%3.610%103.269C3.715%12/01/2026205,0004.000%3.610%103.269C3.715% 12/01/2027215,0004.000%3.610%103.269C3.715%12/01/2028220,0004.000%3.610%103.269C3.715% 12/01/2029230,0004.000%3.610%103.269C3.715% 1,070,000 Term Bond:12/01/2030240,0004.250%3.940%102.556C4.062% 12/01/2031250,0004.250%3.940%102.556C4.062%12/01/2032260,0004.250%3.940%102.556C4.062% 12/01/2033270,0004.250%3.940%102.556C4.062% 12/01/2034285,0004.250%3.940%102.556C4.062%1,305,000 Term Bond:12/01/2035295,0004.500%4.130%103.023C4.302% 12/01/2036310,0004.500%4.130%103.023C4.302%12/01/2037325,0004.500%4.130%103.023C4.302% 12/01/2038340,0004.500%4.130%103.023C4.302%12/01/2039355,0004.500%4.130%103.023C4.302% 1,625,000 5,690,000 ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 3 BOND PRICING Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** Dated Date10/31/2014Delivery Date10/31/2014 First Coupon06/01/2015 Par Amount5,690,000.00 Premium150,600.70 Production 5,840,600.70102.646761%Underwriter's Discount -48,365.00-0.850000% Purchase Price 5,792,235.70101.796761% Accrued Interest Net Proceeds 5,792,235.70 ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 4 BOND SUMMARY STATISTICS Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** Dated Date 10/31/2014Delivery Date 10/31/2014 Last Maturity 12/01/2039 Arbitrage Yield 3.609708% True Interest Cost (TIC)3.924564%Net Interest Cost (NIC)4.025599% All-In TIC 4.037826%Average Coupon 4.145460% Average Life (years)14.990 Duration of Issue (years)10.977 Par Amount 5,690,000.00 Bond Proceeds 5,840,600.70Total Interest 3,535,868.92 Net Interest 3,433,633.22Total Debt Service 9,225,868.92 Maximum Annual Debt Service 371,787.50Average Annual Debt Service 367,768.00 Underwriter's Fees (per $1000) Average Takedown Other Fee 8.500000 Total Underwriter's Discount 8.500000 Bid Price 101.796761 Par AverageAveragePV of 1 bpBond Component ValuePriceCouponLife change Serial Bond 1,690,000.00101.9612.745%5.823 902.75 Term Bond 1,070,000.00103.2694.000%13.156 920.20Term Bond 1,305,000.00102.5564.250%18.170 1,096.20 Term Bond 1,625,000.00103.0234.500%23.178 1,365.00 5,690,000.00 14.990 4,284.15 ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 5 BOND SUMMARY STATISTICS Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** All-In ArbitrageTICTICYield Par Value 5,690,000.005,690,000.005,690,000.00 + Accrued Interest + Premium (Discount)150,600.70 150,600.70 150,600.70 - Underwriter's Discount -48,365.00 -48,365.00 - Cost of Issuance Expense -70,000.00 - Other Amounts Target Value 5,792,235.705,722,235.705,840,600.70 Target Date 10/31/2014 10/31/2014 10/31/2014Yield3.924564%4.037826%3.609708% ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 6 BOND DEBT SERVICE Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** PeriodEndingPrincipalInterestDebt Service 12/01/2015135,000232,631.42367,631.4212/01/2016160,000211,487.50371,487.50 12/01/2017160,000208,287.50368,287.5012/01/2018165,000205,087.50370,087.50 12/01/2019170,000201,787.50371,787.5012/01/2020170,000198,387.50368,387.50 12/01/2021175,000193,287.50368,287.5012/01/2022180,000188,037.50368,037.50 12/01/2023185,000182,637.50367,637.50 12/01/2024190,000177,087.50367,087.5012/01/2025200,000171,387.50371,387.50 12/01/2026205,000163,387.50368,387.5012/01/2027215,000155,187.50370,187.50 12/01/2028220,000146,587.50366,587.5012/01/2029230,000137,787.50367,787.50 12/01/2030240,000128,587.50368,587.5012/01/2031250,000118,387.50368,387.50 12/01/2032260,000107,762.50367,762.50 12/01/2033270,00096,712.50366,712.5012/01/2034285,00085,237.50370,237.50 12/01/2035295,00073,125.00368,125.0012/01/2036310,00059,850.00369,850.00 12/01/2037325,00045,900.00370,900.0012/01/2038340,00031,275.00371,275.00 12/01/2039355,00015,975.00370,975.00 5,690,0003,535,868.929,225,868.92 ATTACHMENT F: Sources and Uses of Funds Sep 2, 2014 5:17 pm Prepared by Piper Jaffray & Co. Page 7 BOND SOLUTION Town of Avon, ColoradoCertificates of Participation, Series 2014*************************************************** PreliminaryBank Qualified A+ Rated Rates as of September 2, 2014 *************************************************** Period ProposedProposedTotal AdjRevenueUnusedDebt ServEndingPrincipalDebt ServiceDebt ServiceConstraintsRevenuesCoverage 12/01/2014 150,238150,23812/01/2015 135,000367,631367,631465,00097,369126.48538% 12/01/2016 160,000371,488371,488465,00093,513125.17245%12/01/2017 160,000368,288368,288465,00096,713126.26005% 12/01/2018 165,000370,088370,088465,00094,913125.64596%12/01/2019 170,000371,788371,788465,00093,213125.07145% 12/01/2020 170,000368,388368,388465,00096,613126.22578%12/01/2021 175,000368,288368,288465,00096,713126.26005% 12/01/2022 180,000368,038368,038465,00096,963126.34582% 12/01/2023 185,000367,638367,638465,00097,363126.48329%12/01/2024 190,000367,088367,088465,00097,913126.67280% 12/01/2025 200,000371,388371,388465,00093,613125.20615%12/01/2026 205,000368,388368,388465,00096,613126.22578% 12/01/2027 215,000370,188370,188465,00094,813125.61202%12/01/2028 220,000366,588366,588465,00098,413126.84557% 12/01/2029 230,000367,788367,788465,00097,213126.43170%12/01/2030 240,000368,588368,588465,00096,413126.15729% 12/01/2031 250,000368,388368,388465,00096,613126.22578% 12/01/2032 260,000367,763367,763465,00097,238126.44030%12/01/2033 270,000366,713366,713465,00098,288126.80233% 12/01/2034 285,000370,238370,238465,00094,763125.59506%12/01/2035 295,000368,125368,125465,00096,875126.31579% 12/01/2036 310,000369,850369,850465,00095,150125.72665%12/01/2037 325,000370,900370,900465,00094,100125.37072% 12/01/2038 340,000371,275371,275465,00093,725125.24409%12/01/2039 355,000370,975370,975465,00094,025125.34537% 5,690,0009,225,8699,225,86911,775,2382,549,369 ATTACHMENT F: Sources and Uses of Funds  Page 1 TOWN COUNCIL REPORT To: Honorable Mayor Rich Carroll and Avon Town Council From: Scott Wright, Asst. Town Manager Date: October 9, 2014 Re: Ordinance No. 14-14 Approving Certificates of Participation for the Financing of Certain Public Improvements (Streets) SUMMARY: First reading of Ordinance No. 14-14 is scheduled for Tuesday evening. Attached is the Ordinance, Site and Improvement Lease, Lease Purchase Agreement and Indenture of Trust that constitute the documents necessary for the private placement of Certificates of Participation (Certificates) with UMB Bank, the proceeds for which are to be used for street improvements and related costs as identified in the Town’s proposed long-range CIP and which is scheduled to be adopted on November 11, 2014. Ordinance 14-14 authorizes the execution and delivery of Certificates of Participations, Series 2014B and sets forth certain parameters and restrictions, delegates the authority to execute agreements, and approves to form the attached documents. Council approved the First Reading of Ordinance No. 14-14 on September 23, 2014. Council is required to conduct a public hearing on Second Reading prior to taking final action. The Form Documents as presented on First Reading were revised for clarification and to conform with financing security requirements. Redlines indicating the revisions are included in the Attachments. The Town Attorney has reviewed the revisions and they are for the purpose of clarification and correction of cross-reference error. DISCUSSION: As previously discussed with Council and in public forum, the original purpose of the Certificates was to fund the construction of the Nottingham Pavilion using Town Hall as collateral for the debt. However, due to the Council’s desire to seek a donor for the naming of the Pavilion, a possible taxation issue arose regarding private activity rules for issuing tax-exempt debt. In order to avoid any of these issues in the future, the decision was made to use the proceeds of the debt to fund street improvements that were already identified in the Town’s long-range CIP. This accomplishes several objectives: • Liberates cash to be used for funding the cost of the Nottingham Park Pavilion; • Allows the Town to pursue naming rights for the Pavilion; • Allows the issuance of tax-exempt debt which saves the Town over $100k in debt service costs; • Affords Council the opportunity to accelerate its road and street improvement program, including the construction of the Metcalf Road Bicycle Climbing Lane in 2015.  Page 2 Due to the shorter term of this financing (ten years) it was decided that the best and least expensive course of action was a private placement with a financial institution. A term sheet was distributed in late July to 22 banks and financial institutions with six responding back with formal quotes. UMB came back with the lowest quote at a tax-exempt rate of 2.22% for a ten-year term. The original issuance amount requested was for $2 million. Most recently staff requested UMB consider a higher issuance amount which was subsequently approved on September 22 at an amount not to exceed $3.8 million. On Friday, September 26, an interest rate of 2.4% was locked. The rate is slightly higher (18 basis points) due to the longer amortization period of 15 years. Term In summary the terms of the financing are as follows: • Par amount - $3.8 million • Interest Rate – 2.4% • Term – 10 years with a 15 year amortization • Call date – 2 years • Annual repayment cost - $305,000 Closing on the Certificates is scheduled for November 18. Jonathan Heroux from Piper Jaffrey and Dee Wisor with Butler Snow will be in attendance at the Council meeting to answer any questions. Attachments: A- Ordinance 14-14 B- Form of Site and Improvement Lease C- Form of Lease Purchase Agreement D- Indenture of Trust TOWN OF AVON, COLORADO ORDINANCE NO. 14-14 SERIES OF 2014 AN ORDINANCE AUTHORIZING THE FINANCING OF CERTAIN PUBLIC IMPROVEMENTS OF THE TOWN, AND IN CONNECTION THEREWITH AUTHORIZING THE LEASING OF CERTAIN TOWN PROPERTY AND THE EXECUTION AND DELIVERY BY THE TOWN OF A SITE LEASE FOR SUCH PROPERTY, A LEASE PURCHASE AGREEMENT, AND OTHER DOCUMENTS RELATED TO THE FINANCING, AUTHORIZING THE EXECUTION AND DELIVERY BY THE TOWN OF OTHER DOCUMENTS RELATED TO CERTAIN CERTIFICATES OF PARTICIPATION, SERIES 2014B; SETTING FORTH CERTAIN PARAMETERS AND RESTRICTIONS WITH RESPECT TO THE FINANCING; AUTHORIZING OFFICIALS OF THE TOWN TO TAKE ALL ACTION NECESSARY TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY; RATIFYING ACTIONS PREVIOUSLY TAKEN; AND PROVIDING OTHER MATTERS RELATED THERETO. WHEREAS, the Town of Avon, Eagle County, Colorado (the “Town”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”); and WHEREAS, pursuant to Chapter XIV of the Charter, the Town is authorized to enter into one or more leases or lease-purchase agreements for land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the Town is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, for the functions or operation of the Town, it is necessary that the Town finance the acquisition, construction, and equipping of various street improvements, all for Town purposes, and as authorized by law (the “Project”); and WHEREAS, the Town Council of the Town (the “Town Council”) has determined that it is in the best interests of the Town and its inhabitants to execute a lease purchase agreement to finance the Project (the “Lease”); and WHEREAS, the Town owns, in fee title, certain Sites and the premises, buildings and improvements located thereon (the “Leased Property”), as further described in the Site Lease and the Lease (hereinafter defined); and ATTACHMENT A: Ordinance No. 14-14 WHEREAS, the Town Council has determined, and now hereby determines, that it is in the best interest of the Town and its inhabitants that the Town lease the Leased Property to UMB Bank, n.a., as trustee (the “Trustee”) under an Indenture of Trust (as hereinafter defined) pursuant to a Site Lease between the Town, as lessor, and the Trustee, as lessee (the “Site Lease”), and lease back the Trustee’s interest in the Leased Property pursuant to the terms of a Lease Agreement (the “Lease”) between the Trustee, as lessor, and the Town, as lessee; and WHEREAS, pursuant to the Lease, and subject to the right of the Town to terminate the Lease and other limitations as therein provided, the Town will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the Town to use the Leased Property; and WHEREAS, the Town’s obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the Town; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any Charter, constitutional, statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Trustee will enter into an Indenture of Trust (the “Indenture”) pursuant to which there is expected to be executed and delivered certain certificates of participation (the “2014B Certificates”) dated as of their date of delivery that shall evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease), shall be payable solely from the sources therein provided and shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, it is expected that the 2014B Certificates shall be privately placed with (a) an “accredited investor,” as defined in Rule 501(A)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended ( an “Institutional Accredited Investor”) or (b) a “qualified institutional buyer,” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (a “Qualified Institutional Buyer”) (the “Initial Purchaser”); and WHEREAS, the net proceeds of the 2014B Certificates are expected to be used to finance the Project; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended (the “Supplemental Act”), provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there has been presented to the Town Council and are on file with the Town Clerk the following: (i) the proposed form of the Site Lease; and (ii) the proposed form of the Lease; and ATTACHMENT A: Ordinance No. 14-14 WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease and the Site Lease. WHEREAS, approval of this Ordinance on first reading is intended only to confirm that the Town Council desires to comply with the requirements of the Avon Home Rule Charter by setting a public hearing in order to provide the public an opportunity to provide public comment on this Ordinance and that approval of this Ordinance on first reading does not constitute a representation that the Town Council, or any member of the Town Council, supports, approves, rejects, or denies this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO the following: Section 1. Short Title. This ordinance shall be known and may be cited by the short title “2014B COP Ordinance.” Section. 2. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town Council or the officers, agents or employees of the Town Council or the Town relating to the Site Lease, the Lease, the acquisition, construction, installation or improvement of the Project, and the execution and delivery of the 2014B Certificates is hereby ratified, approved and confirmed. Section 3. Finding of Best Interests. The Town Council hereby finds and determines, pursuant to the Constitution, the laws of the State of Colorado and the Charter, that the acquisition, construction, and installation of the Project, and the financing of the costs thereof pursuant to the terms set forth in the Site Lease and the Lease are necessary, convenient, and in furtherance of the Town’s purposes and are in the best interests of the inhabitants of the Town and the Town Council hereby authorizes and approves the same. Section 4. Supplemental Act; Parameters. The Town Council hereby elects to apply all of the Supplemental Act to the Site Lease and the Lease and in connection therewith delegates to each of the Mayor, the Town Manager or the Finance Director the authority to make any determination delegable pursuant to § 11-57-205(1)(a-i) of the Colorado Revised Statutes, as amended, in relation to the Site Lease and the Lease, and to execute a sale certificate (the “Sale Certificate”) setting forth such determinations, including without limitation, the term of the Site Lease, the rental amount to be paid by the Trustee pursuant to the Site Lease, the term of the Lease, and the rental amount to be paid by the Town pursuant to the Lease, subject to the following parameters and restrictions: a) the Site Lease Term shall not extend beyond December 31, 2040; b) the aggregate principal amount of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $3,800,000; c) the maximum annual repayment amount of Base Rentals payable by the Town pursuant to the Lease shall not exceed $320,000; ATTACHMENT A: Ordinance No. 14-14 d) the maximum total repayment amount of Base Rentals payable by the Town pursuant to the Lease shall not exceed $4,800,000; e) the Lease Term shall not extend beyond December 31, 2030; and f) the maximum net effective interest rate on the interest component of the Base Rentals relating to the 2014B Certificates shall not exceed 3.75%. Pursuant to Section 11-57-205 of the Supplemental Act, the Town Council hereby delegates to each of the Mayor, the Town Manager or the Finance Director the independent authority to select the Initial Purchaser, to sign a contract for the purchase of the 2014B Certificates, or to accept a binding bid for the 2014B Certificates and to execute any agreement or agreements in connection therewith. The Town Council hereby agrees and acknowledges that the proceeds of the 2014B Certificates will be used to finance the costs of the Project and to pay other costs of issuance. Section 5. Approval of Documents. The Site Lease and the Lease, in substantially the forms presented to the Town Council and on file with the Town, are in all respects approved, authorized and confirmed, and the Mayor of the Town is hereby authorized and directed for and on behalf of the Town to execute and deliver the Site Lease and the Lease, in substantially the forms and with substantially the same contents as presented to the Town Council, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this ordinance. Section 6. Authorization to Execute Collateral Documents. The Town Clerk is hereby authorized and directed to attest all signatures and acts of any official of the Town in connection with the matters authorized by this ordinance and to place the seal of the Town on any document authorized and approved by this ordinance. The Mayor and Town Clerk and other appropriate officials or employees of the Town are hereby authorized to execute and deliver for and on behalf of the Town any and all additional certificates, documents, instruments and other papers, and to perform all other acts that they deem necessary or appropriate, in order to implement and carry out the transactions and other matters authorized by this ordinance. The appropriate officers of the Town are authorized to execute on behalf of the Town agreements concerning the deposit and investment of funds in connection with the transactions contemplated by this ordinance, and are specifically authorized and directed hereby to invest such funds in Permitted Investments as are defined and provided in the Indenture. The execution of any instrument by the aforementioned officers or members of the Town Council shall be conclusive evidence of the approval by the Town of such instrument in accordance with the terms hereof and thereof. Section 7. No General Obligation Debt. No provision of this ordinance, the Site Lease, the Lease, the Indenture, or the 2014B Certificates, shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or home rule charter provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall have no obligation to make any payment with respect to the ATTACHMENT A: Ordinance No. 14-14 2014B Certificates except in connection with the payment of the Base Rentals (as defined in the Lease) and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. Neither the Lease nor the 2014B Certificates shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the 2014B Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the 2014B Certificates shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town’s then current fiscal year. Section 8. Reasonableness of Rentals. The Town Council hereby determines and declares that the Base Rentals due under the Lease, in the maximum amounts authorized pursuant to Section 4 hereof, constitute the fair rental value of the Leased Property and do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property pursuant to the Lease. The Town Council hereby determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. The Town Council hereby further determines that the amount of rental payments to be received by the Town from the Trustee pursuant to the Site Lease is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease as provided therein. Section 9. No Recourse against Officers and Agents. Pursuant to Section 11-57-209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal or interest on the 2014B Certificates. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2014B Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such certificate specifically waives any such recourse. Section 10. Repealer. All bylaws, orders, resolutions and ordinances of the Town, or parts thereof, inconsistent with this ordinance or with any of the documents hereby approved are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance of the Town, or part thereof, heretofore repealed. All rules of the Town Council, if any, which might prevent the final passage and adoption of this ordinance as an emergency measure at this meeting of the Town Council be, and the same hereby are, suspended. Section 11. 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 ATTACHMENT A: Ordinance No. 14-14 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 12. Interpretation. This Ordinance shall be so interpreted and construed as to effectuate its general purpose. Section 13. Charter Controls. Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the provisions of this Ordinance and the Sale Certificate authorized hereby and such statutes. Any such inconsistency or conflict is intended by the Town Council and shall be deemed made pursuant to the authority of Article XX of the State Constitution and the Charter. Section 14. Effective Date, Recording, and Authentication. This Ordinance shall be in full force and effect thirty days after final passage in accordance with Section 6.4 of the Charter. This Ordinance shall be numbered and recorded in the official records of the Town kept for that purpose, and shall be authenticated by the signatures of the Mayor and Mayor Pro-Tem and Town Clerk, and published in accordance with the Charter. Section 15. Safety Clause. The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town, 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 16. Publication. The Town Clerk is ordered to publish this Ordinance if full after adoption on first reading, and such publication shall include the day, hour and place at which Town Council shall hold a public hearing on said ordinance. The Ordinance shall be published in full after final passage pursuant to the Charter. ATTACHMENT A: Ordinance No. 14-14 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED PUBLISHED IN FULL AND REFERRED TO PUBLIC HEARING, and setting such public hearing for October 14, 2014, at 5:30 p.m., at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado, on September 23, 2014. TOWN OF AVON, COLORADO ____________________________ Rich Carroll, Mayor ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Debbie Hoppe, Town Clerk Eric J. Heil, Town Attorney INTRODUCED, FINALLY APPROVED, PASSED ON SECOND READING, AND ORDERED PUBLISHED IN FULL on October 14, 2014. ____________________________ Rich Carroll, Mayor ATTEST: __________________________ Debbie Hoppe, Town Clerk ATTACHMENT A: Ordinance No. 14-14 STATE OF COLORADO ) ) COUNTY OF EAGLE ) SS. ) TOWN OF AVON ) I, Debbie Hoppe, the Town Clerk of the Town of Avon, Colorado (the “Town”), do hereby certify: I, the duly elected, qualified, and acting Town Clerk of the Town of Avon, Colorado (the “Town”), do hereby certify that: 1. The foregoing pages are a true, correct and complete copy of an ordinance (the “Ordinance”) that was introduced, approved on first reading and ordered published in full in accordance with the Town Charter (the “Charter”) by the Town Council at a regular meeting thereof held on September 23, 2014, and was introduced, approved on second and final reading, and ordered published in full in accordance with the Charter on October 14, 2014, which Ordinance has not been revoked, rescinded or repealed and is in full force and effect on the date hereof. 2. The Ordinance was duly moved and seconded, and the Ordinance was approved on first reading, at the meeting of September 23, 2014, by an affirmative vote of a majority of the membership of the entire Town Council as follows: Councilmember Voting “Yes” Voting “No” Absent Abstaining Rich Carroll Jennie Fancher David Dantas Chris Evans Matt Gennett Buz Reynolds Jake Wolf 3. The Ordinance was duly moved and seconded, and the Ordinance was approved on second and final reading, at the meeting of October 14, 2014, by an affirmative vote of a majority of the membership of the entire Town Council as follows: ATTACHMENT A: Ordinance No. 14-14 Councilmember Voting “Yes” Voting “No” Absent Abstaining Rich Carroll Jennie Fancher David Dantas Chris Evans Matt Gennett Buz Reynolds Jake Wolf 4. The members of the Town Council were present at such meetings and voted on the passage of such Ordinance as set forth above. 5. The Ordinance was authenticated by the signature of the Mayor, sealed with the Town seal, attested by the Town Clerk, and recorded in the minutes of the Town Council. 6. There are no bylaws, rules or regulations of the Town Council that might prohibit the adoption of the Ordinance. 7. Notices of the meetings of September 23, 2014, and October 14, 2014, in the forms attached hereto as Exhibit A were posted at the Town Hall not less than 24 hours prior to each meeting in accordance with law. 8. On September __, 2014, and October __, 2014, the Ordinance was published in full in the Vail Daily, a newspaper of general circulation in the Town, in accordance with the Charter. Affidavits of publication are attached hereto as Exhibit B. WITNESS my hand and the seal of the Town affixed this ____ day of October, 2014. [ S E A L ] _______________________________________ Town Clerk ATTACHMENT A: Ordinance No. 14-14 EXHIBIT A (Attach Notices of Meetings of September 23, 2014 and October 14, 2014) ATTACHMENT A: Ordinance No. 14-14 EXHIBIT B (Affidavits of Publication) ATTACHMENT A: Ordinance No. 14-14 AFTERRECORDATIONPLEASERETURNTO: ButlerSnowLLP 1801CaliforniaStreet,Suite5100 Denver,Colorado80202 Attention:DeeP.Wisor,Esq. PursuanttoSection39-13-104(1)(j),ColoradoRevised Statutes,thisSiteLeaseAgreementisexemptfromthe documentaryfee. SITE ANDIMPROVEMENT LEASE AGREEMENT DATEDASOFNOVEMBER18,2014 BETWEEN TOWNOFAVON,COLORADO ASLESSOR AND UMBBANK,N.A., SOLELYINITSCAPACITYASTRUSTEEUNDERTHEINDENTURE, ASLESSEE ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE This SITE AND IMPROVEMENT LEASE AGREEMENT,datedasof November 18,[________],2014(this“SiteLease”),isbyandbetweenthe TOWN OF AVON,COLORADO,a homerule citymunicipality dulyorganizedandvalidlyexistingundertheConstitutionandlaws oftheStateofColorado(the“Town”),aslessor,and UMBBANK,N.A.,Denver,Colorado,a nationalbankingassociationdulyorganizedandvalidlyexistingunderthelawsoftheUnited StatesofAmerica,solelyinitscapacityastrusteeundertheIndenture(the“Trustee”),aslessee. PREFACE Unlessthecontextotherwiserequires,capitalizedtermsusedhereinshallhavethe meaningsascribedtothemhereinandintheLeasePurchaseAgreement,datedasofNovember 18,2014(the“Lease”),betweentheTrustee,aslessor,andtheTown,aslessee. RECITALS TheThe Town hasbeenisa dulyorganizedand isvalidly existing asahomerule1. city underhome rule municipality of the State of Colorado,created and operating pursuant to Article XX of theConstitutionoftheStateofColoradoandthe Charterhome rule charter ofthe Town(the“Charter”). PursuanttoChapterXIVoftheCharter,theTownisauthorizedtoenterintooneor2. moreleasesorlease-purchaseagreementsforland,buildings,equipmentandotherpropertyfor governmentalorproprietarypurposes. TheTownisauthorizedbyArticleXX,Section6oftheColoradoConstitution,its3. Charter,andpart8ofArticle15oftitle31,ColoradoRevisedStatutes(“C.R.S.”),toenterinto rentalorleaseholdagreementsinordertoprovidenecessaryland,buildings,equipmentandother propertyforgovernmentalorproprietarypurposes. 4.For the functions or operation of the Town,it is necessary that the Town finance the acquisition,construction,installation,equipping of public improvements,all for Town purposes,andasauthorizedbylaw(collectively,the “Project”). 5.The Town Council oftheTown(the “Council”)hasdeterminedthatitisinthe4. bestinterestsoftheTownanditsinhabitants and public interest and necessity toexecute athe Lease Purchase Agreement tofinancethe Projectacquisition of certain street improvements for Townpurposes,asauthorizedbylaw(the “Project”). 6.TheCouncilhasdeterminedthatitisinthebestinterestsoftheTownandits5. inhabitantstoprovideforthefinancing of theProjectbyenteringintothisSiteLeaseandthe Lease. TheTownownsinfeetitle,theSite(the “Site”)andthepremises,buildingsand6. improvements located thereon,(as more particularly described in Exhibit A attached hereto,the “Leased Property”).To accomplish the Project,the Trustee will acquire a leasehold interest in the Site by leasing the Site from the Town pursuant to this Site Lease and will lease the Site back to theTownpursuanttotheLease. 1 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE TheCouncilhasdeterminedthatitisinthebestinterestoftheTownandits7. residents and inhabitants to provide for the financing of the Project by entering into this Site Lease and the Lease,and by leasing the Project from the Trustee pursuant to the terms of the Lease,and subleasingtheSitefromtheTrusteepursuanttotheLease. TheTrusteeandtheTownintendthatthisSiteLeasesetforththeirentire8. understanding and agreement regarding the terms and conditions upon which the Trustee is leasingtheLeasedPropertyfromtheTown. 7.ContemporaneouslywiththeexecutionanddeliveryofthisSiteLeaseandthe9. Lease,theTrusteewillexecuteanddeliveranIndentureofTrust(the“Indenture”)pursuantto whichthereisexpectedtobeexecutedanddeliveredcertaincertificatesofparticipation(the “Certificates”)datedasoftheirdateofdeliverythatshallevidenceproportionateinterestsinthe righttoreceivecertainRevenues(asdefinedintheLease),shallbepayablesolelyfromthe sourcesthereinprovidedandshallnotdirectlyorindirectlyobligatetheTowntomakeany paymentsbeyondthoseappropriatedforanyfiscalyearduringwhichtheLeaseshallbeineffect. 8.TheproceedsoftheCertificateswillbeutilizedfortheProject,aswellasforthe10. paymentofthecostsofexecutionanddeliveryoftheCertificates. 9.The Town owns,in fee title,the Site and the premises,buildings and improvements located thereon (as more particularly described in Exhibit A attached hereto,the “Leased Property”).To accomplish the Project,the Trustee will acquire a leasehold interest in the Leased Property by leasing the Leased Property from the Town pursuant to this Site Lease andwillleasethe LeasedProperty backtotheTownpursuanttotheLease. 10.The Trustee and the Town intend that this Site Lease set forth their entire understanding and agreement regarding the terms and conditions upon which the Trustee is leasingtheLeasedPropertyfromtheTown. TheTownproposestoenterintothisSiteLeasewiththeTrusteeasmaterial11. considerationfortheTrustee’sagreementtoleasetheLeasedPropertytotheTownpursuanttothe Lease.TheTrusteeshallprepayinfullitsrentalpaymentsdueunderthisSiteLeasewhichrental paymentsshallbeusedbytheTownto acquire,construct,installandimproveeffect theProject,all pursuantto thisSiteLease,theLeaseandtheIndenture. NOW,THEREFORE,forandinconsiderationofthemutualpromisesandcovenants hereincontained,thepartiesheretoagreeasfollows; SiteLeaseandTerms.TheTownherebydemisesandleasestotheSection1. TrusteeandtheTrusteeherebyleasesfromtheTown,onthetermsandconditionshereinafterset forth,theLeasedProperty,subjecttoPermittedEncumbrancesasdescribedin ExhibitB hereto. ThetermofthisSiteLeaseshallcommenceonthedatehereofandshallendon December31,20[__](the“SiteLeaseTerminationDate”),unlesssuchtermissoonerterminated ashereinafterprovided.If,priortotheSiteLeaseTerminationDate,theTrusteehastransferred andconveyedtheTrustee’sleasehold interestsinterest inalloftheLeasedPropertypursuantto Article11oftheLeaseasaresultoftheTown’spaymentof(a)theapplicablePurchaseOption 2 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE Pricethereunder;or(b)allBaseRentalsandAdditionalRentals,allasfurtherprovidedin Section11.2oftheLease,thenthetermofthisSiteLeaseshallendinconnectionwithsuch transferandconveyance. ThetermofanysubleaseoftheLeasedPropertyoranyportionthereof,oranyassignment oftheTrustee’sinterestinthisSiteLease,pursuanttoSection5hereof,theLeaseandthe Indenture,shallnotextendbeyondDecember31,20[__].AttheendofthetermofthisSite Lease,allright,titleandinterestoftheTrustee,oranysublesseeorassignee,inandtotheLeased Property,shallterminate.Uponsuchtermination,theTrusteeandanysublesseeorassigneeshall executeanddelivertotheTownanynecessarydocumentsreleasing,assigning,transferringand conveyingtheTrustee’s,sublessee’sor assigneesassignee’s respectiveinterestsintheLeased Property. Rental.TheTrusteehaspaidtotheTownandtheTownherebySection2. acknowledgesreceiptfromtheTrusteeasandforrentalhereunder,paidinadvance,thesumof $[________],asandforallrentduehereunder,andothergoodandvaluableconsideration,the receiptandthesufficiencyofwhichareherebyacknowledged.TheTownherebydeterminesthat suchamountisreasonableconsiderationfortheleasingoftheLeasedPropertytotheTrusteefor thetermofthisSiteLease. Purpose.TheTrusteeshallusetheLeasedPropertysolelyforthepurposeSection3. ofleasingtheLeasedPropertybacktotheTownpursuanttotheLeaseandforsuchpurposesas maybeincidentalthereto;provided,thatupontheoccurrenceofanEventofNonappropriationor anEventofLeaseDefaultandtheterminationoftheLease,theTownshallvacatetheLeased Property,asprovidedintheLease,andtheTrusteemayexercisetheremediesprovidedinthis SiteLease,theLeaseandtheIndenture. OwnerinFee.TheTownrepresentsthat(a)itistheownerinfeeoftheSection4. LeasedProperty,subjectonlytoPermittedEncumbrancesasdescribedin Exhibit B hereto,and (b)thePermittedEncumbrancesdonotandshallnotinterfereinanymaterialwaywiththe LeasedProperty.The Trustee acknowledges that it is only obtaining a leasehold interest in the LeasedPropertyandpursuanttothisSiteLease. Sales,AssignmentsandSubleases.UnlessanEventofNonappropriationSection5. oranEventofLeaseDefaultshallhaveoccurredandexceptasmayotherwisebeprovidedinthe Lease,theTrusteemaynotsellorassignitsrightsandinterestsunderthisSiteLeaseorsubletall oranyportionoftheLeasedProperty,withoutthewrittenconsentoftheTown. Intheeventthat(a)theLeaseisterminatedforanyreasonand(b)thisSiteLeaseisnot terminated,theTrusteemaysubleasetheLeasedPropertyoranyportionthereof,orsellorassign theTrustee’s leaseholdinterestsinthisSiteLease,pursuanttothetermsof the Lease and the Indenture,andanypurchasersfromorsublesseesorassigneesoftheTrusteemaysellorassign itsrespectiveinterestsintheLeasedProperty,subjecttothetermsofthisSiteLease,theLease andtheIndenture.TheTownandtheTrustee(oranypurchasersfromorassigneesorsublessees oftheTrustee)agreethat,exceptaspermittedbythisSiteLease,theLeaseandtheIndentureand exceptforPermittedEncumbrances(includingpurchaseoptionsundertheLease),neitherthe Town,theTrustee,noranypurchasersfromorsublesseesorassigneesoftheTrusteewillsell, 3 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE mortgageorencumbertheLeasedPropertyoranyportionthereofduringthetermofthisSite Lease. TheTrusteeandanyotherpersonwhohastherighttousetheLeasedPropertyunderthis SiteLease,atitsownexpense,mayinstallequipmentandotherpersonalpropertyinoronany portionoftheLeasedPropertyunlessitispermanentlyaffixedtotheLeasedPropertyorremoval ofitwouldmateriallydamagetheLeasedProperty,inwhichcaseitwillbecomepartofthe LeasedProperty. RightofEntry.SubjecttothetermsofthedocumentsdescribedinSection6. Exhibit B,to the extent that the Lease is terminated and this Site Lease is still in effect,theThe Townreservestheright,so long as no Event of Nonappropriation or Event of Lease Default shall have occurred,foranyofitsdulyauthorizedrepresentativestoenterupontheLeasedPropertyat anyreasonabletimetoinspectthesameortomakeanyrepairs,improvementsorchanges necessaryforthepreservationthereof. Termination.TheTrusteeagrees,upontheterminationofthisSiteLease,Section7. toquitandsurrenderalloftheLeasedProperty,andagreesthatanypermanentimprovements andstructuresexistingupontheLeasedPropertyatthetimeoftheterminationofthisSiteLease shallremainthereon. Default.IntheeventtheTrusteeshallbeindefaultintheperformanceofSection8. anyobligationonitsparttobeperformedunderthetermsofthisSiteLease,whichdefault continuesfor30daysfollowingnoticeanddemandforcorrectionthereoftotheTrustee,the Townmayexerciseanyandallremediesgrantedbylaw,exceptthatnomergerofthisSiteLease andoftheLeaseshallbedeemedtooccurasaresultthereofandthatsolongasanyCertificates areOutstandingandunpaidundertheIndenture,theBaseRentalsdueundertheLeaseshall continuetobepaidtotheTrusteeexceptasotherwiseprovidedintheLease.Inaddition,solong asanyoftheCertificatesareOutstanding,thisSiteLeaseshallnotbeterminatedexceptas describedinSection1hereof. QuietEnjoymentandAcknowledgmentofOwnership.TheTrusteeatSection9. alltimesduringthetermofthisSiteLeaseshallpeaceablyandquietlyhave,holdandenjoythe LeasedProperty,subjecttotheprovisionsoftheLeaseandtheIndenture,andtheTownhereby acknowledgesthattheTrusteeshallhavealeaseholdinterestinallimprovementsoradditionsto bebuiltontheLeasedPropertysubjecttothisSiteLease,theLeaseandtheIndenture. Trustee’sDisclaimer.Itisexpresslyunderstoodandagreedthat(a)thisSection10. SiteLeaseisexecutedbyUMBBank,n.a.solelyinitscapacityasTrusteeundertheIndenture, and(b)nothinghereinshallbeconstruedascreatinganyliabilityonUMBBank,n.a.otherthan initscapacityasTrusteeundertheIndenture.AllfinancialobligationsoftheTrusteeunderthis SiteLease,exceptthoseresultingfromitswillfulmisconductornegligence,arelimitedtothe TrustEstate. Taxes;Maintenance;Insurance.DuringtheLeaseTermoftheLeaseSection11. andinaccordancewiththeprovisionsoftheLease,includingSections8.1and8.3thereof,the Towncovenantsandagreestopayanyandalltaxes,assessmentsorgovernmentalchargesduein 4 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE respectoftheLeasedPropertyandallmaintenancecostsandutilitychargesinconnectionwith theLeasedProperty.Intheeventthat(a)theLeaseisterminatedforanyreason,(b)thisSite Leaseisnotterminated,and(c)theTrusteesubleasesalloranyportionoftheLeasedPropertyor sellsorassignsitsinterestsinthisSiteLease,theTrustee,oranypurchaser,sublesseeorassignee oftheLeasedProperty(includingtheleaseholdinterestsoftheTrusteeresultingfromthisSite Lease)shallpayorcausetobepaidwhendue,allsuchtaxes,assessmentsorgovernmental chargesandmaintaintheLeasedPropertyingoodconditionandworkingorder.Anysuch paymentsthataretobemadebytheTrusteeshallbemadesolelyfrom(a)theproceedsofsuch sale,subleasingorassignment,(b)fromtheTrustEstate,or(c)from other moneysfurnishedto theTrusteeunderSection8.02(m)oftheIndenture,andintheabsenceofavailablemoneys identifiedintheprecedingclauses(a)through(c),theTrusteeshallbeundernoobligationtopay orcausetobepaidwhendue,allsuchtaxes,assessmentsorgovernmentalchargesandmaintain theLeasedPropertyingoodconditionandworkingorder. TheprovisionsoftheLeaseshallgovernwithrespecttothemaintenanceofinsurance hereunderduringtheLeaseTermoftheLease.Intheeventthat(a)theLeaseisterminatedfor anyreason,(b)thisSiteLeaseisnotterminated,and(c)theTrusteesubleasesalloranyportion oftheLeasedPropertyorsellsorassignsitsinterestinthisSiteLease,theTrustee,orany sublessee,purchaserorassigneeoftheLeasedPropertyshallobtainandkeepinforce,(i) commercialgeneralliabilityinsuranceagainstclaimsforpersonalinjury,deathordamageto propertyofothersoccurringonorintheLeasedPropertyinanamountnotlessthan$990,000 and(ii)propertyinsuranceinanamountnotlessthanthefullreplacementvalueoftheLeased Property.AnysuchinsurancethatistobeobtainedbytheTrusteeshallbepaidforsolelyfrom (a)theproceedsofsuchsubleasing,saleorassignment,(b)fromtheTrustEstate,or(c)from moneysfurnishedtotheTrusteeunderSection8.02(m)oftheIndentureandintheabsenceof availablemoneysidentifiedintheprecedingclauses(a)through(c),theTrusteeshallbeunderno obligationtoobtainorkeepinforcesuchinsurancecoverages.Allsuchinsuranceshallnamethe Trustee,anysublessee,purchaserorassigneeandtheTownasinsured.TheTownandthe TrusteeshallwaiveanyrightsofsubrogationwithrespecttotheTrustee,anysublessee, purchaserorassignee,andtheTown,andtheirmembers,directors,officers,agentsand employees,whileactingwithinthescopeoftheiremploymentandeachsuchinsurancepolicy shallcontainsuchawaiverofsubrogationbytheissuerofsuchpolicy. NothingintheprecedingparagraphsorinthisSiteLeaseshallbeinterpretedorconstrued torequiretheTrusteetosubleasealloranyportionoftheLeasedPropertyorsellorassignits interestsinthisSiteLease,intheeventthattheLeaseisterminatedforanyreasonandthisSite Leaseisnotterminated. Damage,DestructionorCondemnation.TheprovisionsoftheLeaseSection12. shall govern with respect to any damage,destruction or condemnation of the Leased Property during the Lease Term of the Lease.In the event that (a)the Lease is terminated for any reason and (b)this Site Lease is not terminated,and either (i)the Leased Property or any portion thereof is damaged or destroyed,in whole or in part,by fire or other casualty,or (ii)title to or use of the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain,the Town and the Trustee,or any sublessee,purchaser or assignee of the Leased Property from the Trustee shall cause the Net Proceeds of any insurance claim or condemnation awardtobeappliedinaccordancewiththeprovisionsofArticle9oftheLease. 5 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE Section12.HazardousSubstances.ExceptforcustomarymaterialsSection13. necessaryforoperation,cleaningandmaintenanceoftheLeasedProperty,noneoftheTown,the Trusteeoranysublessee,purchaserorassigneeoftheLeasedPropertyfromtheTrusteeshall causeorpermitanyHazardousSubstancetobebroughtupon,generatedat,storedorkeptorused inorabouttheLeasedPropertywithoutpriorwrittennoticetotheTownandtheTrusteeandall HazardousSubstances,includingcustomarymaterialsnecessaryforconstruction,operation, cleaningandmaintenanceoftheLeasedProperty,willbeused,keptandstoredinamannerthat complieswithalllawsregulatinganysuchHazardousSubstancesobroughtuponorusedorkept onorabouttheLeasedProperty.IfthepresenceofHazardousSubstanceontheLeasedProperty causedorpermittedbytheTown,theTrusteeoranysublessee,purchaserorassigneeofthe LeasedPropertyfromtheTrustee,asthecasemaybe,resultsincontaminationoftheLeased Property,orifcontaminationoftheLeasedPropertybyHazardousSubstanceotherwiseoccurs forwhichtheTown,theTrusteeoranysublesseeorassigneeoftheLeasedProperty,asthecase maybe,islegallyliablefordamageresultingtherefrom,thentheTown,theTrusteeorany sublessee,purchaserorassigneeoftheLeasedPropertyfromtheTrustee,asthecasemaybe, shallreimbursetheotherpartyforitsreasonableandnecessarylegalexpensestodefendthe partiesheretoorassigneeshereofthathavenotcausedorpermittedsuchcontaminationandare notsolegallyliablewithrespecttothisSiteLeasefromclaimsfordamages,penalties,fines, costs,liabilitiesorlosses;providedthatthecostofsuchdefense,(a)inthecaseoftheTrustee, shallbepayablesolelyfromtheTrustEstate,or(b)inthecaseoftheTown,shallbepayableonly ifthecostofsuchdefensehasbeenannuallyappropriatedbytheTown.Thisdutytoreimburse legalexpensesisnotanindemnification.ItisexpresslyunderstoodthatnoneoftheTown,the Trusteeoranysublessee,purchaserorassigneeisindemnifyinganyotherpersonwithrespectto thisSiteLease.Withoutlimitingtheforegoing,ifthepresenceofanyHazardousSubstanceon theLeasedPropertycausedorpermittedby: theTrusteeoranysublessee,purchaserorassigneeoftheLeasedProperty(a) fromtheTrustee,asthecasemaybe,resultsinanycontaminationoftheLeasedProperty, theTrusteeoranysublessee,purchaserorassigneeoftheLeasedPropertyfromthe Trustee,asthecasemaybe,shallprovidepriorwrittennoticetotheTownandthe Trusteeandpromptlytakeallactions,solelyattheexpenseoftheTrustEstateasare necessarytoeffectremediationofthecontaminationinaccordancewithlegal requirements;or theTown,resultsinanycontaminationoftheLeasedProperty,theTown(b) shallprovidepriorwrittennoticetotheTrusteeandpromptlytakeallactions,solelyat theexpenseoftheTown,whichexpensesshallconstituteAdditionalRentals,asare necessarytoeffectremediationofthecontaminationinaccordancewithlegal requirements. Section13.ThirdPartyBeneficiaries.ItisexpresslyunderstoodandSection14. agreedthattheOwnersoftheoutstandingCertificatesarethirdpartybeneficiariestothisSite LeaseandenforcementofthetermsandconditionsofthisSiteLease,andallrightsofaction relatingtosuchenforcement,shallbestrictlyreservedtotheTown,as lessorLessor andthe Trustee,as lesseeLessee,andtheirrespectivesuccessorsandassigns,andtotheOwnersofthe Certificates.Exceptashereinafterprovided,nothingcontainedinthisSiteLeaseshallgiveor allowanysuchclaimorrightofactionbyanyotherorthirdpersononthisSiteLease.Itisthe 6 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE expressintentionoftheTownandtheTrusteethatanypersonotherthantheTown,theTrustee ortheOwnersoftheCertificatesreceivingservicesorbenefitsunderthisSiteLeaseshallbe deemedtobeanincidentalbeneficiaryonly. Section14.PartialInvalidity.Ifanyoneormoreoftheterms,Section15. provisions,covenantsorconditionsofthisSiteLeaseshalltoanyextentbedeclaredinvalid, unenforceable,voidorvoidableforanyreasonwhatsoeverbyacourtofcompetentjurisdiction, thefindingororderordecreeofwhichbecomesfinal,noneoftheremainingterms,provisions, covenantsandconditionsofthisSiteLeaseshallbeaffectedthereby,andeachprovisionofthis SiteLeaseshallbevalidandenforceabletothefullestextentpermittedbylaw. Section15.NoMerger.TheTownandtheTrusteeintendthatthelegalSection16. doctrineofmergershallhavenoapplicationtothisSiteLeaseandthatneithertheexecutionand deliveryoftheLeasebytheTrusteeandtheTownnortheexerciseofanyremediesunderthis SiteLeaseortheLeaseshalloperatetoterminateorextinguishthisSiteLeaseortheLease, exceptasspecificallyprovidedhereinandtherein. Amendments.ThisSiteLeasemayonlybeamended,changed,modifiedSection17. oralteredasprovidedintheIndenture. Section16.Notices.Allnotices,statements,demands,consents,Section18. approvals,authorizations,offers,designations,requestsorothercommunicationshereunderby eitherpartytotheothershallbeinwritingandshallbesufficientlygivenandserveduponthe otherpartyifdeliveredpersonallyorifmailedshallbemadebyUnitedStatesregisteredmail, returnreceiptrequested,postageprepaid,attheaddressesindicatedintheLease,ortosuchother addressesastherespectivepartiesmayfromtimetotimedesignateinwriting,or in such other mannerasauthorizedbytheTownortheTrustee,asthecasemaybe. Section17.Recitals.TheRecitalssetforthinthisSiteLeaseareherebySection19. incorporatedbythisreferenceandmadeapartofthisSiteLease. Section18.SectionHeadings.AllsectionheadingscontainedhereinareSection20. forconvenienceofreferenceonlyandarenotintendedtodefineorlimitthescopeofany provisionofthisSiteLease. Section19.Execution.ThisSiteLeasemaybeexecutedinanynumberSection21. ofcounterparts,eachofwhichshallbedeemedtobeanoriginalbutalltogethershallconstitute butoneandthesameSiteLease. Section20.GoverningLaw.ThisSiteLeaseshallbegovernedbyandSection22. construedinaccordancewiththelawoftheStateofColoradowithoutregardtochoiceoflaw analysis. Section21.NoWaiverofGovernmentalImmunity.NoprovisionofSection23. thisSiteLeaseshallactorbedeemedtobeawaiverbytheTownoftheColoradoGovernmental ImmunityAct,CRS24-10-101,etseq. 7 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE Section22.ElectronicTransactions.ThepartiesheretoagreethattheSection24. transactionsdescribedhereinmaybeconductedandrelateddocumentsmaybestoredby electronicmeans.Copies,telecopies,facsimiles,electronicfilesandotherreproductionsof originalexecuteddocumentsshallbedeemedtobeauthenticandvalidcounterpartsofsuch originaldocumentsforallpurposes,includingthefilingofanyclaim,action,orsuitinthe appropriatecourtoflaw. 8 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE INWITNESSWHEREOF,theTownandtheTrusteehavecausedthisSiteLeasetobe executedbytheirrespectiveofficersthereuntodulyauthorized,allasofthedayandyearfirst abovewritten. TOWNOFAVON,COLORADO, asLessor UMBBANK,N.A.,solelyinitscapacityas TrusteeundertheIndenture,asLessee By:By: RichCarroll,Mayor LeighLutz,SeniorVicePresident [SEAL] ATTEST: ____________________________________ DebbieHoppe,TownClerk 9 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE STATEOFCOLORADO ) ) COUNTYOFEAGLE )SS. ) TOWNOFAVON ) Theforegoinginstrumentwasacknowledgedbeforemethis_____dayofNovember, 2014,byRichCarrollandDebbieHoppe,asMayorandTownClerk,respectively,ofTownof Avon,Colorado. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: ************************ STATEOFCOLORADO) )ss. CITYANDCOUNTYOFDENVER) Theforegoinginstrumentwasacknowledgedbeforemethis_____dayofNovember, 2014,byLeighLutz,asSeniorVicePresidentofUMBBank,n.a.,asTrustee. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: 10 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE EXHIBITA DESCRIPTIONOFTHELEASEDPROPERTY: TheLeasedPropertyconsistsoftherealpropertyandthebuildingsandimprovements locatedthereonassetforthbelow,asamendedfromtimetotime. LegalDescription: A-1 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE EXHIBITB PERMITTEDENCUMBRANCES “PermittedEncumbrances”means,asofanyparticulartime:(a)liensfortaxesand assessmentsnotthendelinquent,orlienswhichmayremainunpaidpendingcontestpursuantto theprovisionsoftheLease;(b)thisSiteLease,theLease,theIndentureandanyrelatedfixture filingandanyliensarisingorgrantedpursuanttotheLeaseortheIndenture;(c)utility,access andothereasementsandrightsofway,licenses,permits,partywallandotheragreements, restrictionsandexceptionswhichthePresidentortheTownRepresentativecertifieswillnot materiallyinterferewithormateriallyimpairtheLeasedProperty,includingrightsorprivileges inthenatureofeasements,licenses,permitsandagreementsasprovidedintheLease;and(d)the easements,covenants,restrictions,liensandencumbrances(ifany)towhichtitletotheLeased PropertywassubjectwhenleasedtotheTrusteepursuanttothisSiteLease,asshownbelowand whichdonotinterfereinanymaterialwaywiththeLeasedProperty. Theeasements,covenants,restrictions,liensandencumbrances(ifany)towhichtitleto theLeasedPropertywassubjectwhenleasedtotheTrusteepursuanttothisSiteLeaseareas follows: Liensforadvaloremtaxesandspecialassessmentsnotthendelinquent,if1. applicable. ThisSiteLease.2. TheLease.3. Allotherencumbrancesappearingofrecordonthedatehereof.4. B-1 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE DocumentcomparisonbyWorkshareCompareonThursday,October09,2014 7:37:53AM Input: Document1ID interwovenSite://RDG-DMS/ButlerSnow/22116316/1 Description #22116316v1<ButlerSnow>-SiteLease Document2ID interwovenSite://RDG-DMS/ButlerSnow/22116316/2 Description #22116316v2<ButlerSnow>-SiteLeasev2 Renderingset Standard Legend: Insertion Deletion Movedfrom Movedto Stylechange Formatchange Moveddeletion Insertedcell Deletedcell Movedcell Split/Mergedcell Paddingcell Statistics: Count Insertions 41 Deletions 41 Movedfrom 5 Movedto 5 Stylechange 0 Formatchanged 0 Totalchanges 92 ATTACHMENT B: FORM OF SITE AND IMPROVEMENT LEASE AFTERRECORDATIONPLEASERETURNTO: ButlerSnowLLP 1801CaliforniaStreet,Suite5100 Denver,Colorado80202 Attention:DeeP.Wisor,Esq. PursuanttoSection39-13-104(1)(j),ColoradoRevisedStatutes,thisLeasePurchaseAgreementisexemptfromthe documentaryfee. LEASE PURCHASE AGREEMENT DATED AS OF NOVEMBER 18,2014 BETWEEN UMBBANK,N.A., SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE IDENTIFIED HEREIN, AS LESSOR AND TOWN OF AVON,COLORADO, AS LESSEE ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ThisTableofContentsisnotapartofthisLeaseandisonlyforconvenienceof reference. TABLEOFCONTENTS ARTICLE1DEFINITIONS 63 Section1.1CertainFundsandAccounts.63 Section1.2Definitions.63 ARTICLE2REPRESENTATIONSANDCOVENANTS;RELATIONSHIPOFTOWNAND TRUSTEE 119 Section2.1RepresentationsandCovenantsoftheTown.119 Section2.2RepresentationsandCovenantsoftheTrustee.1210 Section2.3NatureofLease.1311 Section2.4TownAcknowledgmentofCertainMatters.1311 Section2.5RelationshipofTownandTrustee.1311 ARTICLE3LEASEOFTHELEASEDPROPERTY 1513 ARTICLE4LEASETERM 1614 Section4.1DurationofLeaseTerm.1614 Section4.2TerminationofLeaseTerm.1715 ARTICLE5ENJOYMENTOFTHELEASEDPROPERTY 1816 Section5.1Trustee’sCovenantofQuietEnjoyment.1816 Section5.2Town’sNeedfortheLeasedProperty;DeterminationsastoFairValueandFair PurchasePrice.1816 ARTICLE6PAYMENTSBYTHETOWN 1917 Section6.1PaymentstoConstituteCurrentlyBudgetedExpendituresoftheTown.1917 Section6.2BaseRentals,PurchaseOptionPriceandAdditionalRentals.1917 Section6.3MannerofPayment.2018 Section6.4Nonappropriation.2119 Section6.5HoldoverTenant.2220 Section6.6ProhibitionofAdverseBudgetorAppropriationModifications.2221 ARTICLE7TITLETOLEASEDPROPERTY;LIMITATIONSONENCUMBRANCES 2322 Section7.1TitletotheLeasedProperty;TitleInsurance.2322 Section7.2NoEncumbrance,MortgageorPledgeoftheLeasedProperty.2322 i ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE8MAINTENANCE;TAXES;INSURANCEANDOTHERCHARGES 2423 Section8.1MaintenanceoftheLeasedPropertybytheTown.2423 Section8.2ModificationoftheLeasedProperty;InstallationofFurnishingsandMachinery oftheTown.2423 Section8.3Taxes,OtherGovernmentalChargesandUtilityCharges.2423 Section8.4ProvisionsForLiabilityandPropertyInsurance.2524 Section8.5Advances.2625 Section8.6GrantingofEasements.2625 ARTICLE9DAMAGE,DESTRUCTIONANDCONDEMNATION;USEOFNET PROCEEDS 2726 Section9.1Damage,DestructionandCondemnation.2726 Section9.2ObligationtoRepairandReplacetheLeasedProperty.2726 Section9.3InsufficiencyofNetProceeds.2827 Section9.4CooperationoftheTrustee.2928 ARTICLE10DISCLAIMEROFWARRANTIES;OTHERCOVENANTS 3029 Section10.1DisclaimerofWarranties.3029 Section10.2FurtherAssurancesandCorrectiveInstruments.3029 Section10.3CompliancewithRequirements.3029 Section10.4ReleaseandSubstitutionofLeasedProperty.3029 Section10.5TaxCovenants.3130 Section10.6CovenanttoReimburseLegalExpenses.3231 Section10.7AccesstotheLeasedProperty;RightstoInspectBooks.3231 ARTICLE11PURCHASEOPTION 3332 Section11.1PurchaseOption.3332 Section11.2ConditionsforPurchaseOption.3332 Section11.3MannerofConveyance.3332 ARTICLE12ASSIGNMENTANDSUBLEASING 3534 Section12.1AssignmentbytheTrustee;ReplacementoftheTrustee.3534 Section12.2AssignmentandSubleasingbytheTown.3534 ARTICLE13EVENTSOFLEASEDEFAULTANDREMEDIES 3635 Section13.1EventsofLeaseDefaultDefined.3635 Section13.2RemediesonDefault.3635 Section13.3LimitationsonRemedies.3837 Section13.4NoRemedyExclusive.3837 Section13.5Waivers.3837 Section13.6AgreementtoPayAttorneys’FeesandExpenses.3837 ii ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT Section13.7WaiverofAppraisement,Valuation,Stay,ExtensionandRedemptionLaws. 3837 ARTICLE14MISCELLANEOUS 4039 Section14.1SovereignPowersofTown.4039 Section14.2Notices.4039 Section14.3ThirdPartyBeneficiaries.4039 Section14.4BindingEffect.4039 Section14.5Amendments.4039 Section14.6AmountsRemaininginFunds.4039 Section14.7TripleNetLease.4140 Section14.8ComputationofTime.4140 Section14.9PaymentsDueonHolidays.4140 Section14.10Severability.4140 Section14.11ExecutioninCounterparts.4140 Section14.12ApplicableLaw.4140 Section14.13TheTrusteeIsIndependentoftheTown.4241 Section14.14GovernmentalImmunity.4241 Section14.15Recitals.4241 Section14.16Captions.4241 Section14.17Trustee’sDisclaimer.4241 Section14.18ElectronicTransactions.4241 EXHIBITA:DESCRIPTIONOFLEASEDPROPERTY A-1 EXHIBITB:PERMITTEDENCUMBRANCES B-1 EXHIBITC:BASERENTALSSCHEDULE C-1 EXHIBITD:FORMOFNOTICEOFLEASERENEWAL D-1 iii ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ThisLEASEPURCHASEAGREEMENT,datedasofNovember18,2014(this “Lease”),isbyandbetweenUMBBank,n.a.,Denver,Colorado,anationalbankingassociation dulyorganizedandvalidlyexistingunderthelawsoftheUnitedStatesofAmerica,solelyinits capacityastrusteeundertheIndenture(the“Trustee”),aslessor,andtheTownofAvon, Colorado,aColoradohomerulemunicipality(the“Town”),aslessee. PREFACE AllcapitalizedtermsusedhereinwillhavethemeaningsascribedtotheminArticle1of thisLease. RECITALS TheThe Town hasbeenisa dulyorganizedand isvalidly existing asa homerule1. municipality underof the State of Colorado,created and operating pursuant to Article XX of the ConstitutionoftheStateofColoradoandthe Charterhome rule charter oftheTown(the “Charter”). PursuanttoChapterXIVoftheCharter,theTownisauthorizedtoenterintoone2. ormoreleasesorlease-purchaseagreementsforland,buildings,equipmentandotherproperty forgovernmentalorproprietarypurposes. TheTownisauthorizedbyArticleXX,Section6oftheColoradoConstitution,its3. Charter,andpart8ofArticle15oftitle31,ColoradoRevisedStatutes(“C.R.S.”),toenterinto rentalorleaseholdagreementsinordertoprovidenecessaryland,buildings,equipmentandother propertyforgovernmentalorproprietarypurposes. ForthefunctionsoroperationoftheTown,itisnecessarythattheTownfinance4. thecertainstreetimprovementsoftheTownasauthorizedbylaw(the“Project”). 5.The Council has determined that it is in the best interests of the Town and its inhabitantstoexecutealeasepurchaseagreementtofinancetheProject. 6.TheCouncilhasdeterminedthatitisinthebestinterestsoftheTownandits5. inhabitantstoprovideforthefinancing and refinancing oftheProjectbyenteringintotheSite LeaseandthisLease. 7.TheTownowns,infeetitle,theSiteandthepremises,buildingsand6. improvementslocatedthereon(asmoreparticularlydescribedin Exhibit A attachedhereto,(the “LeasedProperty”).ToaccomplishtheProject,theTrustee,solelyinitscapacityofTrustee undertheIndenture,willacquirealeaseholdinterestintheLeasedPropertybyleasingtheLeased PropertyfromtheTownpursuanttotheSiteLeaseand the Trustee willleasetheLeasedProperty backtotheTownpursuanttothisLease. 8.ThepaymentbytheTownofBaseRentalsandAdditionalRentalshereunderin7. anyfutureFiscalYearissubjecttospecificAppropriationsandtherenewalbytheCouncilofthis LeaseforsuchfutureFiscalYear.TheBaseRentalsandAdditionalRentalspayablebythe TownunderthisLeaseshallconstitutecurrentexpendituresoftheTown. 1 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT 9.NeitherthisLeasenorthepaymentbytheTownofBaseRentalsorAdditional8. RentalshereundershallbedeemedorconstruedascreatinganindebtednessoftheTownwithin themeaningofanyprovisionoftheColoradoconstitution,theCharterorthelawsoftheStateof ColoradoconcerningorlimitingthecreationofindebtednessbytheTown,andshallnot constituteamultiplefiscalyeardirectorindirectdebtorotherfinancialobligationoftheTown withinthemeaningofArticleX,Section20(4)oftheColoradoconstitutionoramandatory chargeorrequirementagainsttheTowninanyensuingFiscalYearbeyondthethencurrent FiscalYear.TheobligationoftheTowntopayBaseRentalsandAdditionalRentalshereunder shallbefromyeartoyearonly,shallconstitutecurrentlybudgetedexpendituresoftheTown, shallnotconstituteamandatorychargeorrequirementinanyensuingbudgetyear,nora mandatorypaymentobligationoftheTowninanyensuingFiscalYearbeyondanyFiscalYear duringwhichthisLeaseshallbeineffect.IntheeventthatthisLeaseisnotrenewed,thesole securityavailabletotheTrustee,aslessorhereunder,shallbetheLeasedProperty. 10.TheTrusteeisexecutingthisLeasesolelyinitscapacityastrusteeunderthe9. Indenture,andsubjecttotheterms,conditionsandprotectionsprovidedfortherein. 11.TheTrusteeandtheTownintendthatthisLeasesetforththeirentire10. understandingandagreementregardingthetermsandconditionsuponwhichtheTownisleasing theLeasedPropertyfromtheTrustee. NOW,THEREFORE,forandinconsiderationofthemutualpromisesandcovenants hereincontained,theTrusteeandtheTownagreeasfollows: 2 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE1 DEFINITIONS CertainFundsandAccounts.AllreferenceshereintoanyfundsandSection1.1 accountsshallmeanthefundsandaccountssodesignatedwhichareestablishedunderthe Indenture. Definitions.AllcapitalizedtermsusedhereinandnototherwisedefinedSection1.2 shallhavethemeaningsgiventothemintheIndenture,unlessthecontextotherwiserequires. CapitalizedtermsusedhereinshallhavethefollowingmeaningsunderthisLease: “AdditionalCertificates”meansAdditionalCertificateswhichmaybeexecutedand deliveredpursuanttotheIndenture. “AdditionalRentals”meansthepaymentorcostofall: (i)reasonableexpensesandfeesoftheTrusteerelatedtotheperformance(a) ordischargeofitsresponsibilitiesundertheprovisionsofthisLease,theSiteLeaseorthe Indenture,includingthereasonablefeesandexpensesofanypersonorfirmemployedby theTowntomakerebatecalculationsundertheprovisionsofSection3.05ofthe IndentureandtheexpensesoftheTrusteeinrespectofanypolicyofinsuranceorsurety bondobtainedinrespectoftheCertificatesexecutedanddeliveredwithrespecttothis Lease,(ii)thecostofinsurancepremiumsandinsurancedeductibleamountsunderany insurancepolicyreasonablydeemednecessarybytheTrusteetoprotecttheTrusteefrom anyliabilityunderthisLease,andapprovedbytheTownRepresentative,whichapproval shallnotbeunreasonablywithheld,(iii)reasonablelegalfeesandexpensesincurredby theTrusteetodefendtheTrustEstateortheTrusteefromandagainstanylegalclaims, and(iv)reasonableexpensesandfeesoftheTrusteeincurredattherequestoftheTown Representative; taxes,assessments,insurancepremiums,utilitycharges,maintenance,(b) upkeep,repairandreplacementwithrespecttotheLeasedPropertyandasotherwise requiredunderthisLease; paymentsintotheRebateFundfor rebatepaymentsasprovidedinthis(c) Lease;and allotherchargesandcosts(togetherwithallinterestandpenaltiesthat(d) mayaccruethereonintheeventthattheTownshallfailtopaythesame,asspecifically setforthinthisLease)whichtheTownagreestoassumeorpayasAdditionalRentals underthisLease. AdditionalRentalsshallnotincludeBaseRentals. “Appropriation”meanstheactionoftheCouncilinannuallymakingmoneysavailablefor allpaymentsdueunderthisLease,includingthepaymentofBaseRentalsandAdditional Rentals. 3 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT “Approval of Special Counsel”means an opinion of Special Counsel to the effect that the matter proposed will not adversely affect the excludability from gross income for federal income taxpurposesoftheInterestPortionoftheBaseRentalspaidbytheTownunderthisLease. “BaseRentals”meanstherentalpaymentspayablebytheTownduringtheLeaseTerm, whichconstitutepaymentspayablebytheTownforandinconsiderationoftherighttopossess andusetheLeasedPropertyassetforthin Exhibit C (BaseRentalsSchedule)hereto.Base RentalsdoesnotincludeAdditionalRentals. “BaseRentalsPaymentDates”meanstheBaseRentalsPaymentDatessetforthin ExhibitC (BaseRentalsSchedule)hereto. “BusinessDay”meansanyday,otherthanaSaturday,Sundayorlegalholidayoraday (a)onwhichbankslocatedinDenver,Coloradoarerequiredorauthorizedbylaworexecutive ordertocloseor(b)onwhichtheFederalReserveSystemisclosed. “Certificates”means the “meansthe“CertificatesofParticipation,Series2014B, EvidencingProportionateInterestsintheBaseRentalsandotherRevenuesunderanannually renewableLeasePurchaseAgreementdatedasofNovember18,2014,betweenUMBBank,n.a., solelyinitscapacityastrusteeundertheIndenture,aslessor,andtheTownofAvon,Colorado, aslessee”datedasoftheirdateofdelivery,executedanddeliveredpursuanttotheIndenture. “Charter”meansthehomerulecharteroftheTown,andanyamendmentsorsupplements thereto. “CostsofExecutionandDelivery”meansallitemsofexpensedirectlyorindirectly payablebytheTrusteerelatedtotheauthorization,executionanddeliveryoftheSiteLeaseand thisLeaseandrelatedtotheauthorization,sale,executionanddeliveryoftheCertificates,as furtherdefinedintheIndenture. “Council”meanstheTownCounciloftheTownoranysuccessortoitsfunctions. “Counsel”meansanattorneyatlaworlawfirm(whomaybecounselfortheTrustee) whoissatisfactorytotheTown. “CRS”meansColoradoRevisedStatutes. “Event(s)ofLeaseDefault”meansanyeventasdefinedinSection13.1ofthisLease. “EventofNonappropriation”meanstheterminationandnon-renewalofthisLeasebythe Town,determinedbytheCouncil’sfailure,foranyreason,toappropriatebythelastdayofeach FiscalYear,(a)sufficientamountstobeusedtopayBaseRentalsdueinthenextFiscalYearand (b)sufficientamountstopaysuchAdditionalRentalsasareestimatedtobecomedueinthenext FiscalYear,asprovidedinSection6.4ofthisLease.AnEventofNonappropriationmayalso occurundercertaincircumstancesdescribedinSection9.3(c)ofthisLease.Thetermalsomeans anoticeunderthisLeaseoftheTown’sintentiontonotrenewandthereforeterminatethisLease oraneventdescribedinthisLeaserelatingtotheexercisebytheTownofitsrighttonot 4 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT appropriateamountsdueasAdditionalRentalsinexcessoftheamountsforwhichan Appropriationhasbeenpreviouslyeffected. “FinanceDirector”meanstheFinanceDirectoroftheTownor the Finance Director’shis orher successorinfunctions,ifany. “FiscalYear”meanstheTown’sfiscalyear,whichbeginsonJanuary1ofeachcalendar yearandendsonDecember31ofthesamecalendaryear,oranyothertwelvemonthperiod whichtheTownorotherappropriateauthorityhereaftermayestablishastheTown’sfiscalyear. “ForceMajeure”means,withoutlimitation,thefollowing:actsofGod;strikes,lockouts orotherindustrialdisturbances;actsofpublicenemies;ordersorrestraintsofanykindofthe governmentoftheUnitedStatesofAmerica,theStateofColoradooranyoftheirdepartments, agenciesorofficialsoranycivilormilitaryauthority;insurrection;riots;landslides;earthquakes; fires;storms;droughts;floods;explosions;breakageoraccidentstomachinery,transmission pipesorcanals;oranyothercauseoreventnotwithinthecontroloftheTowninitscapacityas lesseehereunderortheTrustee. “HazardousSubstance”meansandincludes:(a)theterms“hazardoussubstance,” “release”and“removal”which,asusedherein,shallhavethesamemeaninganddefinitionasset forthinparagraphs(14),(22)and(23),respectively,ofTitle42U.S.C.§9601andinColorado law,provided,however,thattheterm“hazardoussubstance”asusedhereinshallalsoinclude “hazardouswaste”asdefinedinparagraph(5)of42U.S.C.§6903and“petroleum”asdefinedin paragraph(8)of42U.S.C.§6991;(b)theterm“superfund”asusedhereinmeansthe ComprehensiveEnvironmentalResponse,CompensationandLiabilityAct,asamended,being Title42U.S.C.§9601etseq.,asamended,andanysimilarStateofColoradostatuteorlocal ordinanceapplicabletotheLeasedProperty,including,withoutlimitation,Coloradorulesand regulationspromulgated,administeredandenforcedbyanygovernmentalagencyorauthority pursuantthereto;and(c)theterm“undergroundstoragetank”asusedhereinshallhavethesame meaninganddefinitionassetforthinparagraph(1)of42U.S.C.§6991. “Indenture”meanstheIndentureofTrust,datedasofNovember18,2014,enteredintoby theTrustee,asthesamemaybeamendedorsupplemented. “InitialPurchaser”meansUMBBank,n.a.,anditssuccessorsandassigns,astheinitial purchaserandOwneroftheCertificates. “InitialTerm”meanstheperiodwhichcommencesonthedateofdeliveryofthisLease andterminatesonDecember31,2014. “InterestPortion”meanstheportionofeachBaseRentalspaymentthatrepresentsthe paymentofinterestsetforthin ExhibitC (BaseRentalsSchedule)hereto. “Lease”meansthisLeasePurchaseAgreement,datedasofNovember18,2014,between theTrustee,aslessor,andtheTown,aslessee,asthesamemayhereafterbeamended. 5 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT “LeaseBalance”meanstheTotalAggregatePrincipalPortionoftheBaseRentalsunder thisLeasesetforthon Exhibit C (BaseRentalsSchedule)hereto,lesstheaggregateamountof PrincipalPortionsofBaseRentalspaidorprepaidbytheTownpursuanttothisLease. “LeaseRemedy”or“LeaseRemedies”meansanyorallremedialstepsprovidedinthis LeasewheneveranEventofLeaseDefaultoranEventofNonappropriationhashappenedandis continuing,whichmaybeexercisedbytheTrusteeasprovidedinthisLeaseandintheIndenture. “LeaseTerm”meanstheInitialTermandanyRenewalTermsastowhichtheTownmay exerciseitsoptiontorenewthisLeasebyeffectinganAppropriationoffundsforthepaymentof BaseRentalsandAdditionalRentalshereunder,asprovidedinandsubjecttotheprovisionsof thisLease.“LeaseTerm”referstothetimeduringwhichtheTownisthelesseeoftheLeased PropertyunderthisLease. “LeasedProperty”meanstheSiteandthepremises,buildingsandimprovementssituated thereon,includingallfixturesattachedthereto,asmoreparticularlydescribedin Exhibit A to thisthe Lease,togetherwithanyandalladditionsandmodificationstheretoandreplacements thereof,including,without limitation,the easements,rights of way,covenants and other rights set forthinthedocumentslistedon ExhibitB attachedthereto,andanyNewFacility. “NetProceeds”meanstheproceedsofanyperformanceorpaymentbond,orproceedsof insurance,includingself-insurance,requiredbythisLeaseorproceedsfromanycondemnation award,orproceedsderivedfromtheexerciseofanyLeaseRemedyorotherwisefollowing terminationofthisLeasebyreasonofanEventofNonappropriationoranEventofLease Default,allocabletotheLeasedProperty,less(a)allrelatedexpenses(including,without limitation,attorney’sfeesandcosts)incurredinthecollectionofsuchproceedsoraward;and(b) allotherrelatedfees,expensesandpaymentsduetotheTownandtheTrustee. “NewFacility”meansanyrealproperty,buildingsorequipmentleasedbytheTownto theTrusteepursuanttoafutureamendmenttotheSiteLeaseandleasedbackbytheTownfrom theTrusteepursuanttoafutureamendmenttothisLeaseinconnectionwiththeexecutionand deliveryofAdditionalCertificates. “Owners”meanstheregisteredownersofanyCertificatesandBeneficialOwners. “PermittedEncumbrances”withrespecttotheLeasedProperty,means,asofany particulartime:(a)liensfortaxesandassessmentsnotthendelinquent,orlienswhichmay remainunpaidpendingcontestpursuanttotheprovisionsofthisLease;(b)theSiteLease,this Lease,theIndentureandanyrelatedfixturefilingandanyliensarisingorgrantedpursuanttothe SiteLease,thisLeaseortheIndenture;(c)utility,accessandothereasementsandrightsofway, licenses,permits,partywallandotheragreements,restrictionsandexceptionswhichtheTown RepresentativecertifieswillnotmateriallyinterferewithormateriallyimpairtheLeased Property,includingrightsorprivilegesinthenatureofeasements,licenses,permitsand agreementsasprovidedinthisLease;(d)any subleasessublease oftheLeasedPropertythatare permittedpursuanttothetermsandprovisionsofSection 13.212.2 hereof;and(e)theeasements, covenants,restrictions,liensandencumbrances(ifany)towhichtitletotheLeasedPropertywas 6 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT subjectwhenleasedtotheTrusteepursuanttotheSiteLease,asshownon Exhibit B heretoand whichdonotinterfereinanymaterialwaywiththeLeasedProperty. “Prepayment”meansanyamountpaidbytheTownpursuanttotheprovisionsofthis LeaseasaprepaymentoftheBaseRentalsduehereunder. “PrincipalPortion”meanstheportionofeachBaseRentalspaymentthatrepresentsthe paymentofprincipalsetforthin ExhibitC (BaseRentalsSchedule)hereto. “Project”means,to the extent financed with the proceeds of the Certificates,the construction,equippingandinstallingofstreetimprovementsoftheTown,thecostofwhichis paidorreimbursedfromaportionoftheproceedsoftheCertificates. “PurchaseOptionPrice”meanstheamountpayableonanydate,attheoptionofthe Town,toprepayBaseRentals,terminatetheLeaseTermandpurchasetheTrustee’sleasehold interestintheLeasedProperty,asprovidedherein. “RenewalTerm”meansanyportionoftheLeaseTermcommencingonJanuary1ofany calendaryearandterminatingonorbeforeDecember31ofsuchcalendaryearasprovidedin Article4ofthisLease. “Revenues”means(a)allamountspayablebyoronbehalfoftheTownorwithrespectto theLeasedPropertypursuanttothisLeaseincluding,butnotlimitedto,allBaseRentals, Prepayments,thePurchaseOptionPriceandNetProceeds,butnotincludingAdditionalRentals; (b)anyportionoftheproceedsoftheCertificatesdepositedinto the BaseRentalsFundcreated undertheIndenture;and (c(c)any moneys which may be derived from any insurance in respect of the Certificates;and (d)anymoneysandsecurities,includinginvestmentincome,heldbythe TrusteeintheFundsandAccountsestablishedundertheIndenture(exceptformoneysand securitiesheldintheRebateFundoranydefeasanceescrowaccount). “Site”meanstherealpropertyownedbytheTownandleasedbytheTowntotheTrustee undertheSiteLeaseandsubleasedbytheTrusteetotheTownunderthisLease,thelegal descriptionofwhichissetforthin Exhibit A to this Leasehereto,oranamendmentor supplement theretohereto. “SiteLease”meanstheSite and Improvement Lease Agreement,datedasofNovember 18,2014,betweentheTown,aslessor,andtheTrustee,aslessee,asthesamemayhereafterbe amended. “SpecialCounsel”meansanycounselexperiencedinmattersofmunicipallawandlisted inthelistofmunicipalbondattorneys,aspublishedsemiannuallybyTheBondBuyer,orany successorpublication.SolongastheLeaseTermisineffect,theTownshallhavetherightto selectSpecialCounsel. “TaxCertificate”meanstheTaxCertificateenteredintobytheTownwithrespecttothis Lease. 7 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT “TaxCode”meanstheInternalRevenueCodeof1986,asamended,andallregulations andrulingspromulgatedthereunder. “Town”meanstheTownofAvon,Colorado. “TownManager”meanstheTownManageroftheTownorhisorhersuccessorin function. “TownRepresentative”meanstheMayor,theTownManagerortheFinanceDirectoror suchotherpersonatthetimedesignatedtoactonbehalfoftheTownforthepurposeof performinganyactunderthisLease,theSiteLeaseortheIndenturebyawrittencertificate furnishedtotheTrusteecontainingthespecimensignatureofsuchpersonorpersonsandsigned onbehalfoftheTownbytheMayor orMayorProTem. “Trustee”meansUMBBank,n.a.,actinginthecapacityoftrusteepursuanttothe Indenture,andanysuccessortheretoappointedundertheIndenture. 8 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE2 REPRESENTATIONSANDCOVENANTS;RELATIONSHIP OFTOWNANDTRUSTEE RepresentationsandCovenantsoftheTown.TheTownrepresentsandSection2.1 covenantstotheTrustee,totheextentallowedbylawandsubjecttorenewalofthisLeaseand AppropriationassetforthinArticle6hereof,asfollows: TheTownisahomerulemunicipalcorporationdulyorganizedand(a) existingwithintheStateundertheConstitutionandlawsoftheStateanditsCharter.The TownisauthorizedtoenterintothisLeaseandtheSiteLeaseandtocarryoutits obligationsunderthisLeaseandtheSiteLease.TheTownhasdulyauthorizedand approvedtheexecutionanddeliveryofthisLease,theSiteLeaseandallotherdocuments relatedtotheexecutionanddeliveryofthisLeaseandtheSiteLease. TheTownownstheLeasedPropertyandtheTrusteehasaleasehold(b) interestintheLeasedPropertypursuanttotheSiteLease. TheleasingoftheLeasedPropertytotheTrusteepursuanttotheSite(c) LeaseandtheleasingorsubleasingoftheLeasedPropertyfromtheTrustee,underthe termsandconditionsprovidedforinthisLease,andtheimplementationoftheProjectby theTown,arenecessary,convenientandinfurtheranceoftheTown’sgovernmental purposesandareinthebestinterestsofthecitizensandinhabitantsoftheTown.The TownwillapplythenetproceedsderivedfromtheproceedsoftheCertificatesto effectuatetheProject. NeithertheexecutionanddeliveryofthisLeaseandtheSiteLease,northe(d) fulfillmentoforcompliancewiththetermsandconditionsofthisLeaseandtheSite Lease,northeconsummationofthetransactionscontemplatedherebyorthereby, conflictswithorresultsinabreachoftheterms,conditionsorprovisionsofany restrictionoranyagreementorinstrumenttowhichtheTownisnowapartyorbywhich theTownoritspropertyisbound,orviolatesanystatute,regulation,rule,orderofany courthavingjurisdiction,judgmentoradministrativeorderapplicabletotheTown,or constitutesadefaultunderanyoftheforegoing,orresultsinthecreationorimpositionof anylienorencumbrancewhatsoeveruponanyofthepropertyorassetsoftheTown, exceptforPermittedEncumbrances. TheTownagreesthat,exceptfornon-renewalandnonappropriationasset(e) forthinArticle6hereof,iftheTownfailstoperformanyactwhichtheTownisrequired toperformunderthisLease,theTrusteemay,butshallnotbeobligatedto,performor causetobeperformedsuchact,andanyreasonableexpenseincurredbytheTrusteein connectiontherewithshallbeanobligationowingbytheTown(frommoneysforwhich anAppropriationhasbeeneffected)totheTrusteeshallbeapartofAdditionalRentals, andtheTrusteeshallbesubrogatedtoalloftherightsofthepartyreceivingsuch payment. 9 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ThereisnolitigationorproceedingpendingagainsttheTownaffectingthe(f) rightoftheTowntoexecutethisLeaseortheSiteLeaseortheabilityoftheTownto makethepaymentsrequiredhereunderortootherwisecomplywiththeobligations containedherein,orwhich,ifadverselydetermined,would,intheaggregateorinany case,materiallyadverselyaffecttheproperty,assets,financialconditionorbusinessofthe TownormateriallyimpairtherightorabilityoftheTowntocarryonitsoperations substantiallyasnowconductedoranticipatedtobeconductedinthefuture. Exceptforcustomarymaterialsnecessaryforconstruction,operation,(g) cleaningandmaintenanceoftheLeasedProperty,theTownshallnotcauseorpermitany HazardousSubstancetobebroughtupon,generatedat,storedorkeptorusedinorabout theLeasedPropertywithoutpriorwrittennoticetotheTrustee,andallHazardous Substances,including,customarymaterialsnecessaryforconstruction,operation, cleaningandmaintenanceoftheLeasedProperty,willbeused,keptandstoredina mannerthatcomplieswithalllawsregulatinganysuchHazardousSubstancesobrought uponorusedorkeptinorabouttheLeasedProperty.IfthepresenceofanyHazardous SubstanceontheLeasedPropertycausedorpermittedbytheTownresultsin contaminationoftheLeasedProperty,orifcontaminationoftheLeasedPropertybyany HazardousSubstanceotherwiseoccursforwhichtheTownislegallyliablefordamage resultingtherefrom,thentheTownshallincludeasanAdditionalRentalanyamount necessarytoreimbursetheTrusteeforlegalexpensesincurredtodefend(totheextent thatanAppropriationforthenecessarymoneyshasbeeneffectedbytheTown)the Trusteefromclaimsfordamages,penalties,fines,costs,liabilitiesorlosses.The reimbursementoftheTrustee’slegalexpensesisnotanindemnification.Itisexpressly understoodthattheTownisnotindemnifyingtheTrusteeandexpensesofsuchdefense shallconstituteAdditionalRentals.Withoutlimitingtheforegoing,ifthepresenceofany HazardousSubstanceontheLeasedPropertycausedorpermittedbytheTownresultsin anycontaminationoftheLeasedProperty,theTownshallprovidepriorwrittennoticeto theTrusteeandpromptlytakeallactionsatitssoleexpense(whichexpensesshall constituteAdditionalRentals)asarenecessarytoeffectremediationofthecontamination inaccordancewithlegalrequirements. TheTowncovenantsandagreestocomplywithanyapplicablecovenants(h) andrequirementsoftheTownsetforthintheTaxCertificate. RepresentationsandCovenantsoftheTrustee.TheTrusteerepresentsSection2.2 andcovenantsasfollows: SolongasnoEventofIndentureDefaulthasoccurredandisthen(a) continuingorexisting,exceptasspecificallyprovidedintheSiteLeaseor thethis Leaseoras necessarytotransfertheTrustEstatetoasuccessorTrustee,theTrusteeshallnotpledgeor assigntheTrustee’sright,titleandinterestinandto(i)thethis LeaseortheSiteLease,(ii)the BaseRentals,otherRevenuesandcollateral,securityinterestsandattendantrightsand obligationswhichmaybederivedunder thethis LeaseortheSiteLeaseand/or(iii)theLeased PropertyandanyreversionthereinoranyofitsortheTrustee’sotherrightsunder thethis Lease ortheSiteLeaseorassign,pledge,mortgage,encumberorgrantasecurityinterestinitsorthe 10 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT Trustee’sright,titleandinterestin,toandunder thethis LeaseortheSiteLeaseortheLeased PropertyexceptforPermittedEncumbrances. Neithertheexecutionanddeliveryof thethis LeaseandtheSiteLeaseor(b) theIndenturebytheTrustee,northefulfillmentoforcompliancewiththetermsandconditions thereofandhereof,northeconsummationofthetransactionscontemplatedtherebyorhereby conflictswithorresultsinabreachoftheterms,conditionsandprovisionsofanyrestrictionor anyagreementorinstrumenttowhichtheTrusteeisnowapartyorbywhichtheTrusteeis bound,orconstitutesadefaultunderanyoftheforegoing. TotheTrustee’sknowledge,thereisnolitigationorproceedingpending(c) againsttheTrusteeaffectingtherightoftheTrusteetoexecute thethis LeaseandtheSiteLease ortoexecutetheIndenture,andperformitsobligationsthereunderorhereunder,exceptsuch litigationorproceedingashasbeendisclosedinwritingtotheTownonorpriortothedatethe Indentureisexecutedanddelivered. NatureofLease.TheTownandtheTrusteeacknowledgeandagreethatSection2.3 theBaseRentalsandAdditionalRentalshereundershallconstitutecurrentlybudgetedand appropriatedexpendituresoftheTownandmaybepaidfromanylegallyavailablefunds.The Town’sobligationsunderthisLeaseshallbesubjecttotheTown’sannualrighttoterminatethis Lease(asfurtherprovidedherein),andshallnotconstituteamandatorychargeorrequirementin anyensuingFiscalYearbeyondthethencurrentFiscalYear.NoprovisionofthisLeaseshallbe construedorinterpretedascreatingageneralobligation,multiplefiscalyearfinancialobligation, orotherindebtednessoftheTownwithinthemeaningofanyconstitutional,home rule charterCharter orstatutorydebtlimitation.NoprovisionofthisLeaseshallbeconstruedor interpretedascreatinganunlawfuldelegationofgovernmentalpowersnorasadonationbyora lendingofthecreditoftheTownwithinthemeaningofArticleXI,Sections1or2ofthe Coloradoconstitution.NeitherthisLeasenortheexecutionanddeliveryoftheCertificatesshall directlyorindirectlyobligatetheTowntomakeanypaymentsbeyondthosedulybudgetedand appropriatedfortheTown’sthencurrentFiscalYear.TheTownshallbeundernoobligation whatsoevertoexerciseitsoptiontopurchasetheTrustee’s leasehold interestintheLeased Property.NoprovisionofthisLeaseshallbeconstruedtopledgeortocreatealienonanyclass orsourceofTownmoneys,norshallanyprovisionofthisLeaserestrictthefutureissuanceof anyTownbondsorobligationspayablefromanyclassorsourceofTownmoneys(provided, however,certainrestrictionsintheIndentureshallapplytotheissuanceofAdditional Certificates).IntheeventthatthisLeaseisnotrenewedbytheTown,thesolesecurityavailable totheTrustee,aslessorhereunder,shallbetheLeasedProperty. TownAcknowledgmentofCertainMatters.TheTownacknowledgesSection2.4 theIndentureandtheexecutionanddeliverybytheTrusteeoftheCertificatespursuanttothe Indenture.TheTownalsoacknowledgestheTrustee’sauthoritytoactonbehalfoftheOwners oftheCertificateswithrespecttoallrights,titleandinterestsoftheTrusteein,toandunderthis Lease,theSiteLeaseandtheLeasedProperty. RelationshipofTownandTrustee.TherelationshipoftheTownandSection2.5 theTrusteeunderthisLeaseis,andshallatalltimesremain,solelythatoflesseeandlessor;and theTownneitherundertakesnorassumesanyresponsibilityordutytotheTrusteeortoanythird 11 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT partywithrespecttotheTrustee’sobligationsrelatingtotheLeasedProperty;andtheTrustee doesnotundertakeor assumesassume anyresponsibilityordutytotheTownortoanythirdparty withrespecttotheTown’sobligationsrelatingtotheLeasedProperty.Notwithstandingany otherprovisionsofthisLease:(a)theTownandtheTrusteearenot,anddonotintendtobe construedtobe,partners,jointventures,members,alteregos,managers,controllingpersonsor otherbusinessassociatesorparticipantsofanykindofeitheroftheother,andtheTownandthe Trusteedonotintendtoeverassumesuchstatus;and(b)theTownandtheTrusteeshallnotbe deemedresponsiblefor,oraparticipantin,anyacts,omissionsordecisionsofeitheroftheother. 12 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE3 LEASEOFTHELEASEDPROPERTY TheTrusteedemisesandleasestheLeasedPropertytotheTownandtheTownleasesthe LeasedPropertyfromtheTrustee,inaccordancewiththeprovisionsofthisLease,subjectonlyto PermittedEncumbrances,tohaveandtoholdfortheLeaseTerm. TheTownandtheTrusteeacknowledgethattheTownownstheLeasedPropertyandthe TownhasleasedtheLeasedPropertytotheTrusteepursuanttotheSiteLease;andtheTownand theTrusteeintendthattherebenomergeroftheTown’sinterestsassublesseeunderthisLease andtheTown’sownershipinterestintheLeasedPropertysoastocausethecancellationofthe SiteLeaseorthisLease,oranimpairmentoftheleaseholdandsubleaseholdinterestintendedto becreatedbytheSiteLeaseandthisLease. 13 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE4 LEASETERM DurationofLeaseTerm.TheLeaseTermshallcommenceasofthedateSection4.1 hereof.TheInitialTermshallterminateonDecember31,2014.ThisLeasemayberenewed, solelyattheoptionoftheTown,forthenumberofRenewalTermsrepresentedinExhibit C (BaseRentalsSchedule)attachedhereto.TheTownherebyfindsthatthemaximumLeaseTerm hereunderdoesnotexceedtheweightedaverageusefullifeoftheLeasedProperty.TheTown furtherdeterminesanddeclaresthattheperiodduringwhichtheTownhasanoptiontopurchase theTrustee’sleaseholdinterestintheLeasedProperty(i.e.theentiremaximumLeaseTerm) doesnotexceedtheusefullifeoftheLeasedProperty. TheFinanceDirectororotherofficeroftheTownatanytimechargedwiththe responsibilityofformulatingbudgetproposalsfortheTownisherebydirectedtoincludeinthe annualbudgetproposalssubmittedtotheCouncil,inanyyearinwhichthisLeaseshallbein effect,itemsforallpaymentsrequiredfortheensuingRenewalTermunderthisLeaseuntilsuch time,ifany,astheTownmaydeterminetonotrenewandterminatethisLease.Notwithstanding thisdirectiveregardingtheformulationofbudgetproposals,itistheintentionoftheTownthat anydecisiontoeffectanAppropriationfortheBaseRentalsandAdditionalRentalsshallbe madesolelybytheCouncilinitsabsolutediscretionandnotbyanyotherofficialoftheTown,as furtherprovidedinthefollowingparagraph.DuringtheLeaseTerm,theTownshallinany event,whetherornottheLeaseistoberenewed,furnishtheTrusteewithcopiesofitsannual budgetpromptlyafterthebudgetisadopted. NotlaterthanDecember15ofthethencurrentInitialTermoranyRenewalTermthe TownRepresentativeshallgivewrittennotice(insubstantiallytheformsetforthin Exhibit D attachedhereto)totheTrusteethateither: theTownhaseffectedorintendstoeffectonatimelybasisan(a) AppropriationfortheensuingFiscalYearwhichincludes(1)sufficientamounts authorizedanddirectedtobeusedtopayalloftheBaseRentalsand(2)sufficient amountstopaysuchAdditionalRentalsasareestimatedtobecomedue,allasfurther providedinSections6.2,6.3and6.4ofthisLease,whereupon,thisLeaseshallbe renewedfortheensuingFiscalYear;or theTownhasdetermined,foranyreason,nottorenewthisLeaseforthe(b) ensuingFiscalYear. SubjecttotheprovisionsofSection6.4(a)hereof,thefailuretogivesuchnoticeshallnot constituteanEventofLeaseDefault,norpreventtheTownfromelectingnottorenewthisLease, norresultinanyliabilityonthepartoftheTown.TheTown’soptiontorenewornottorenew thisLeaseshallbeconclusivelydeterminedbywhetherornottheapplicableAppropriationhas beenmadeonorbeforeDecember31ofeachFiscalYear,allasfurtherprovidedinArticle6of thisLease. 14 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ThetermsandconditionshereofduringanyRenewalTermshallbethesameastheterms andconditionshereofduringtheInitialTerm,exceptthatthePurchaseOptionPriceandtheBase RentalsshallbeasprovidedinArticle11and ExhibitC (BaseRentalsSchedule)hereof. TerminationofLeaseTerm.TheLeaseTermshallterminateupontheSection4.2 earliestofanyofthefollowingevents: theexpirationoftheInitialTermoranyRenewalTermduringwhichthere(a) occursanEventofNonappropriationpursuanttoSection4.1andArticle6ofthisLease (providedthattheLeaseTermwillnotbedeemedtohavebeenterminatediftheEventof NonappropriationiscuredasprovidedinSection6.4hereof); theoccurrenceofanEventofNonappropriationunderthisLease(b) (providedthattheLeaseTermwillnotbedeemedtohavebeenterminatediftheEventof NonappropriationiscuredasprovidedinSection6.4hereof); theconveyanceoftheTrustee’sleaseholdinterestintheLeasedProperty(c) underthisLeasetotheTownuponpaymentofthePurchaseOptionPriceorallBase RentalsandAdditionalRentals,forwhichanAppropriationhasbeeneffectedbythe Townforsuchpurpose,asprovidedinSection11.2(a)or(b)ofthisLease;or anuncuredEventofLeaseDefaultandterminationofthisLeaseunder(d) Article13ofthisLeasebytheTrustee. Exceptforaneventdescribedinsubparagraph(c)above,uponterminationofthisLease,the TownagreestopeacefullydeliverpossessionoftheLeasedPropertytotheTrustee. TerminationoftheLeaseTermshallterminateallunaccruedobligationsoftheTown underthisLease,andshallterminatetheTown’srightsofpossessionunderthisLease(exceptto theextentoftheholdoverprovisionsofSections6.5and13.2(c)(i)hereof,andexceptforany conveyancepursuanttoArticle11ofthisLease).AllobligationsoftheTownaccruedpriorto suchterminationshallbecontinuinguntiltheTrusteegiveswrittennoticetotheTownthatsuch accruedobligationshavebeensatisfied. UponterminationoftheLeaseTermanymoneysreceivedbytheTrusteeinexcessofthe amountsnecessarytoterminateanddischargetheIndenture,shallbepaidtotheTown. TheTownshallnothavetherighttoterminatethisLeaseduetoadefaultbytheTrustee underthisLease. 15 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE5 ENJOYMENTOFTHELEASEDPROPERTY Trustee’sCovenantofQuietEnjoyment.TheTrusteeherebycovenantsSection5.1 thattheTownshall,duringtheLeaseTerm,peaceablyandquietlyhave,holdandenjoythe LeasedPropertywithoutsuit,troubleorhindrancefromtheTrustee.TheTrusteeshallnot interferewiththequietuseandenjoymentoftheLeasedPropertybytheTownduringtheLease TermsolongasnoEventofLeaseDefaultshallhaveoccurred.TheTrusteeshall,attherequest oftheTownandatthecostoftheTown,join and cooperatefullyinanylegalactioninwhichthe Townassertsagainstthirdpartiesitsrighttosuchpossessionandenjoyment,orwhichinvolves theimpositionofanytaxesorothergovernmentalchargesonorinconnectionwiththeLeased Property.Inaddition,theTownmayatitsownexpensejoininanylegalactionaffectingits possessionandenjoymentoftheLeasedPropertyandshallbejoinedinanyactionaffectingits liabilitieshereunder. TheprovisionsofthisArticle5shallbesubjecttotheTrustee’srighttoinspectthe LeasedPropertyandtheTown’sbooksandrecordswithrespecttheretoasprovidedinSection 10.810.7 hereof. Town’sNeedfortheLeasedProperty;DeterminationsastoFairSection5.2 ValueandFairPurchasePrice.TheTownhasdeterminedandherebydeterminesthatithasa currentneedfortheLeasedProperty.ItisthepresentintentionandexpectationoftheTownthat thisLeasewillberenewedannuallyuntiltheTrustee’sinterestsintheSiteLeasearereleasedand unencumberedtitletotheLeasedPropertyisacquiredbytheTownpursuanttothisLease;but thisdeclarationshallnotbeconstruedascontractuallyobligatingorotherwisebindingtheTown. TheTownhasdeterminedandherebydeterminesthattheBaseRentalsunderthisLeaseduring theLeaseTermfortheLeasedPropertyrepresentthefairvalueoftheuseoftheLeasedProperty andthatthePurchaseOptionPricefortheLeasedPropertywillrepresentthefairpurchaseprice oftheTrustee’sleaseholdinterestintheLeasedPropertyatthetimeoftheexerciseoftheoption. TheTownhasdeterminedandherebydeterminesthattheBaseRentalsdonotexceeda reasonableamountsoastoplacetheTownunderaneconomiccompulsiontorenewthisLeaseor toexerciseitsoptiontopurchasetheTrustee’sleaseholdinterestintheLeasedProperty hereunder.Inmakingsuchdeterminations,theTownhasgivenconsiderationtotheestimated currentvalueoftheLeasedProperty,theusesandpurposesforwhichtheLeasedPropertywillbe employedbytheTown,thebenefittothecitizensandinhabitantsoftheTownbyreasonofthe useandoccupancyoftheLeasedPropertypursuanttothetermsandprovisionsofthisLease,the Town’soptiontopurchasetheTrustee’sleaseholdinterestintheLeasedPropertyandthe expectedeventualvestingofunencumberedtitletotheLeasedPropertyintheTown.TheTown herebydeterminesanddeclaresthattheperiodduringwhichtheTownhasanoptiontopurchase theTrustee’sleaseholdinterestintheLeasedProperty(i.e.,theentiremaximumLeaseTermfor theLeasedProperty)doesnotexceedtheweightedaverageusefullifeoftheLeasedProperty. 16 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE6 PAYMENTSBYTHE TOWN PaymentstoConstituteCurrentlyBudgetedExpendituresoftheSection6.1 Town.TheTownandtheTrusteeacknowledgeandagreethattheBaseRentals,Additional Rentalsandanyotherobligationshereundershallconstitutecurrentlybudgetedexpendituresof theTown,ifanAppropriationhasbeeneffectedforsuchpurpose.TheTown’sobligationsto payBaseRentals,AdditionalRentalsandanyotherobligationsunderthisLeaseshallbefrom yeartoyearonly(asfurtherprovidedinArticle4andSections6.2and6.4hereof),shallextend onlytomoneysforwhichanAppropriationhasbeeneffectedbytheTown,andshallnot constituteamandatorycharge,requirementorliabilityinanyensuingFiscalYearbeyondthe thencurrentFiscalYear.NoprovisionofthisLeaseshallbeconstruedorinterpretedasa delegationofgovernmentalpowersorascreatingamultiplefiscalyeardirectorindirectdebtor otherfinancialobligationwhatsoeveroftheTownorageneralobligationorotherindebtedness oftheTownwithinthemeaningofanyconstitutional,home rule charterCharter provisionor statutorydebtlimitation,includingwithoutlimitationArticleX,Section20oftheColorado constitution.NoprovisionofthisLeaseshallbeconstruedorinterpretedascreatinganunlawful delegationofgovernmentalpowersnorasadonationbyoralendingofthecreditoftheTown withinthemeaningofSections1or2ofArticleXIoftheConstitutionoftheState.Neitherthis LeasenortheCertificatesshalldirectlyorindirectlyobligatetheTowntomakeanypayments beyondthoseforwhichanAppropriationhasbeeneffectedbytheTownfortheTown’sthen currentFiscalYear.TheTownshallbeundernoobligationwhatsoevertoexerciseitsoptionto purchasetheTrustee’sleaseholdinterestintheLeasedProperty.NoprovisionofthisLeaseshall beconstruedtopledgeortocreatealienonanyclassorsourceofTownmoneys,norshallany provisionofthisLeaserestrictthefutureissuanceofanyTownbondsorobligationspayable fromanyclassorsourceofTownmoneys(provided,however,thatcertainrestrictionsinthe IndentureshallapplytotheissuanceofAdditionalCertificates). BaseRentals,PurchaseOptionPriceandAdditionalRentals.Section6.2 TheTownshallpayBaseRentalsforwhichanAppropriationhasbeeneffectedby(a) theTown,directlytotheTrusteeduringtheInitialTermandanyRenewalTerm,ontheBase RentalsPaymentDatesandinthe“TotalBaseRentals”amountssetforthinExhibit C (Base RentalsSchedule)attachedheretoandmadeaparthereof.ForfederalandStateincometax purposes,aportionofeachpaymentofBaseRentalsfortheCertificatesisdesignatedandwillbe paidasinterest,and Exhibit C (BaseRentalsSchedule)heretosetsforththeInterestPortionof eachpaymentofBaseRentalsfortheCertificates.TheTownshallreceivecreditagainstits obligationtopayBaseRentalstotheextentmoneysareheldbytheTrusteeondepositinthe BaseRentalsFundcreatedundertheIndentureandareavailabletopayBaseRentals.TheTown acknowledgesthatuponreceiptbytheTrusteeofeachpaymentofBaseRentals,theTrustee, pursuanttothetermsoftheIndenture,istodeposittheamountofsuchBaseRentalsintheBase RentalsFund. TheBaseRentalssetforthin Exhibit C shallberecalculatedintheeventoftheexecution anddeliveryofAdditionalCertificatesasprovidedintheIndentureandshallalsoberecalculated intheeventofapartialredemptionoftheCertificates. 17 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT TheTownmay,onanydate,paythethenapplicablePurchaseOptionPriceforthe(b) purposeofterminatingthisLeaseandtheSiteLeaseinwholeandpurchasingtheTrustee’s leaseholdinterestintheLeasedPropertyasfurtherprovidedinArticle11ofthisLease.Subject totheApprovalofSpecialCounsel,theTownmayalso,atanytimeduringtheLeaseTerm,(1) prepayanyportionoftheBaseRentalsdueunderthisLeaseand(2)inconnectionwithsuch prepayment,recalculatetheBaseRentalssetforthin Exhibit C (BaseRentalsSchedule).Any suchrevised Exhibit C (BaseRentalsSchedule)shallbepreparedbytheTownRepresentative anddeliveredtotheTrustee.The Trustee may rely upon such revised Exhibit C (Base Rentals Schedule)and has no duty to make an independent investigation in connection therewith.The TownshallgivetheTrusteenoticeofitsintentiontoexerciseeitherofsuchoptionsnotlessthan forty-five(45)daysinadvanceofthedateofexerciseandshalldepositwiththeTrusteebynot laterthanthedateofexerciseanamountequaltothePurchaseOptionPricedueonthedateof exerciseortheapplicableamountofBaseRentalstobeprepaid.IftheTownshallhavegiven noticetotheTrusteeofitsintentiontoprepayBaseRentalsbutshallnothavedepositedthe amountswiththeTrusteeonthedatespecifiedinsuchnotice,theTownshallcontinuetopay BaseRentalswhichhavebeenspecificallyappropriatedbytheCouncilforsuchpurposeasifno suchnoticehadbeengiven.TheTrusteemaywaivetherighttoreceiveforty-five(45)days advancenoticeandmayagreetoashorternoticeperiodinthesoledeterminationoftheTrustee. AllAdditionalRentalsshallbepaidbytheTownonatimelybasisdirectlytothe(c) personorentitytowhichsuchAdditionalRentalsareowed.AdditionalRentalsshallinclude, withoutlimitation,thereasonablefeesandexpensesoftheTrustee,reasonableexpensesofthe TrusteeinconnectionwiththeLeasedPropertyandforthecostoftaxes,insurancepremiums, utilitycharges,maintenanceandrepaircostsandallotherexpensesexpresslyrequiredtobepaid hereunder,andanyotheramountsduetotheinsurerofanyoftheCertificates,andanyRebate FundpaymentsrequiredpursuanttothisLeaseandtheIndenture.Allofthepaymentsrequired bythisparagrapharesubjecttoAppropriationbytheTown;provided,however,afailurebythe Towntobudgetandappropriatemoneysforanyofthepaymentsrequiredbythisparagraphshall constituteanEventofNonappropriation. IftheTown’sestimatesofAdditionalRentalsforanyFiscalYeararenotitemizedinthe budgetrequiredtobefurnishedtotheTrusteeunderSection4.1ofthisLease,theTownshall furnishanitemizationofsuchestimatedAdditionalRentalstotheTrusteeonorbeforethe15th dayprecedingsuchFiscalYear. MannerofPayment.TheBaseRentals,forwhichanAppropriationhasSection6.3 beeneffectedbytheTown,and,ifpaid,thePurchaseOptionPrice,shallbepaidorprepaidby theTowntotheTrusteeatitscorporatetrustofficebywiretransferoffederalfunds,certified fundsorothermethodofpaymentacceptabletotheTrusteeinlawfulmoneyoftheUnitedStates ofAmericatotheTrusteeatitscorporatetrustoffice. TheobligationoftheTowntopaytheBaseRentalsandAdditionalRentalsasrequired underthisArticle6andothersectionshereofinanyFiscalYearforwhichanAppropriationhas beeneffectedbytheTownforthepaymentthereofshallbeabsoluteandunconditionaland paymentoftheBaseRentalsandAdditionalRentalsinsuchFiscalYearsshallnotbeabated throughaccidentorunforeseencircumstances,oranydefaultbytheTrusteeunderthisLease,or underanyotheragreementbetweentheTownandtheTrustee,orforanyotherreasonincluding 18 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT withoutlimitation,anyactsorcircumstancesthatmayconstitutefailureofconsideration, destructionofordamagetotheLeasedProperty,commercialfrustrationofpurpose,orfailureof theTrustee,toperformandobserveanyagreement,whetherexpressedorimplied,oranyduty, liabilityorobligationarisingoutoforconnectedwiththisLease,itbeingtheintentionofthe partiesthatthepaymentsrequiredbythisLeasewillbepaidinfullwhenduewithoutanydelay ordiminutionwhatsoever,subjectonlytotheannuallyrenewablenatureoftheTown’sobligation hereunderassetforthinSection6.1hereof,andfurthersubjecttotheTown’srightsunder Section8.3hereof.NotwithstandinganydisputebetweentheTownandtheTrustee,theTown shall,duringtheLeaseTerm,makeallpaymentsofBaseRentalsandAdditionalRentalsinsuch FiscalYearsandshallnotwithholdanyBaseRentalsorAdditionalRentals,forwhichan AppropriationhasbeeneffectedbytheTown,pendingfinalresolutionofsuchdispute(exceptto theextentpermittedbySections7.2and8.3hereofwithrespecttocertainAdditionalRentals), norshalltheTownassertanyrightofset-offorcounterclaimagainstitsobligationtomakesuch paymentsrequiredhereunder.NoactionorinactiononthepartoftheTrusteeshallaffectthe Town’sobligationtopayallBaseRentalsandAdditionalRentals,forwhichaspecific AppropriationhasbeeneffectedbytheTownforsuchpurpose,insuchFiscalYearssubjectto thisArticle(excepttotheextentprovidedbySections7.2and8.3hereofwithrespecttocertain AdditionalRentals). Nonappropriation.IntheeventthattheTowngivesnoticethatitintendsSection6.4 tonotrenewthisLeaseasprovidedbySection4.1hereofortheTownshallnoteffectan Appropriation,onorbeforeDecember31ofeachFiscalYear,ofmoneystopayallBaseRentals andreasonablyestimatedAdditionalRentalscomingdueforthenextensuingRenewalTermas providedinSection4.1hereofandthisArticle,orintheeventthattheTownisproceedingunder theprovisionsofSection9.3(c)hereof(whenapplicable),anEventofNonappropriationshallbe deemedtohaveoccurred;subject,however,toeachofthefollowingprovisions: IntheeventtheTrusteedoesnotreceivethewrittennoticeprovidedforby(a) Section4.1hereoforevidencethatanAppropriationhasbeeneffectedbytheTownonor beforeDecember31ofaFiscalYear,thentheTrusteeshalldeclareanEventof NonappropriationonthefirstBusinessDayoftheFebruaryfollowingsuchFiscalYearor suchdeclarationshallbemadeonanyearlierdateonwhichtheTrusteereceivesofficial, specificwrittennoticefromtheTownthatthisLeasewillnotberenewed.Inorderto declareanEventofNonappropriation,theTrusteeshallsendwrittennoticethereoftothe Town. TheTrusteeshallwaiveanyEventofNonappropriationwhichiscuredby(b) theTown,within30daysofthereceiptbytheTownofnoticefromtheTrusteeas providedin(a)above,byadulyeffectedAppropriationtopayallBaseRentalsand sufficientamountstopayreasonablyestimatedAdditionalRentalscomingdueforsuch RenewalTerm. PursuanttothetermsoftheIndenture,theTrusteemaywaiveanyEventof(c) NonappropriationwhichiscuredbytheTownwithinareasonabletimewiththe proceduredescribedin(b)above. 19 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT IntheeventthatduringtheInitialTermoranyRenewalTerm,anyAdditionalRentals shallbecomeduewhichwerenotincludedinadulyeffectedAppropriationandmoneysarenot specificallybudgetedandappropriatedorotherwisemadeavailabletopaysuchAdditional Rentalswithin60dayssubsequenttothedateuponwhichsuchAdditionalRentalsaredue,an EventofNonappropriationshallbedeemedtohaveoccurred,uponnoticebytheTrusteetothe Towntosucheffect(subjecttowaiverbytheTrusteeashereinbeforeprovided). IfanEventofNonappropriationoccurs,theTownshallnotbeobligatedtomakepayment oftheBaseRentalsorAdditionalRentalsoranyotherpaymentsprovidedforhereinwhich accrueafterthelastdayoftheInitialTermoranyRenewalTermduringwhichsuchEventof Nonappropriationoccurs;provided,however,that,subjecttothelimitationsofSections6.1and 13.3hereof,theTownshallcontinuetobeliableforBaseRentalsandAdditionalRentals allocabletoanyperiodduringwhichtheTownshallcontinuetooccupy,useorretainpossession oftheLeasedProperty. SubjecttoSection6.5hereof,theTownshallinalleventsvacateorsurrenderpossession oftheLeasedPropertybyMarch1oftheRenewalTerminrespectofwhichanEventof Nonappropriationhasoccurred. AfterMarch1oftheRenewalTerminrespectofwhichanEventofNonappropriation hasoccurred,theTrusteemayproceedtoexercisealloranyLeaseRemedies. TheTownacknowledgesthat,upontheoccurrenceofanEventofNonappropriation(a) theTrusteeshallbeentitledtoallmoneysthenbeingheldinallfundscreatedundertheIndenture (excepttheRebateFundandanydefeasanceescrowaccounts)tobeusedasdescribedthereinand (b)allproperty,fundsandrightsthenheldoracquiredbytheTrusteeupontheterminationofthis LeasebyreasonofanEventofNonappropriationaretobeheldbytheTrusteeinaccordance withthetermsoftheIndenture. HoldoverTenant.IftheTownfailstovacatetheLeasedPropertyafterSection6.5 terminationofthisLease,whetherasaresultoftheoccurrenceofanEventofNonappropriation oranEventofLeaseDefaultasprovidedinSection13.2(a)hereof,withthewrittenpermission oftheTrusteeitwillbedeemedtobeaholdovertenantonamonth-to-monthbasis,andwillbe boundbyalloftheotherterms,covenantsandagreementsofthisLease.Anyholdingoverby theTownwithoutthewrittenpermissionoftheTrusteeshallbeatsufferance.Theamountof renttobepaidmonthlyduringanyperiodwhentheTownisdeemedtobeaholdovertenantwill beequalto(a)one-sixthoftheInterestPortionoftheBaseRentalscomingdueonthenext succeedingBaseRentalsPaymentDateplusone-twelfthofthePrincipalPortionoftheBase RentalscomingdueonthenextsucceedingBaseRentalsPaymentDateonwhichaPrincipal PortionoftheBaseRentalswouldhavebeenpayablewithappropriateadjustmentstoensurethe fullpaymentofsuchamountsontheduedatesthereofintheeventterminationoccursduringa RenewalTermplus(b)AdditionalRentalsasthesameshallbecomedue. 20 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ProhibitionofAdverseBudgetorAppropriationSection6.6 Modifications.Totheextentpermittedbylaw,theTownshallnot,duringanyFiscalYearof theLeaseTerm,makeanybudgetarytransfersorothermodificationstoitsthenexistingbudget andappropriationmeasuresrelatingtotheLeasedPropertyorthisLeasewhichwouldadversely affecttheTown’sabilitytomeetitsobligationtopayBaseRentalsanddulybudgetedand appropriatedAdditionalRentalshereunder. 21 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE7 TITLETOLEASEDPROPERTY; LIMITATIONSONENCUMBRANCES TitletotheLeasedProperty;TitleInsurance.TitletotheLeasedSection7.1 PropertyshallremainintheTown,subjecttotheSiteLease,thisLease,theIndentureandany otherPermittedEncumbrances.ExceptpersonalpropertypurchasedbytheTownatitsown expensepursuanttoSection8.2hereof,titletotheTrustee’sleaseholdinterestintheLeased Propertyandanyandalladditionsandmodificationstheretoandreplacementsthereofshallbe heldinthenameoftheTrustee,subjecttothisLease,theSiteLeaseandtheIndenture,until liquidated,conveyedorotherwisedisposedofasprovidedinSection7.02oftheIndentureor Article11hereof,oruntilterminationoftheSiteLease,notwithstanding(i)aterminationhereof bytheTownbyreasonofanEventofNonappropriationasprovidedinSection6.4hereof;(ii) theoccurrenceofoneormoreLeaseEventsofDefaultasdefinedinSection13.1hereof;(iii)the occurrenceofanyeventofdamage,destruction,condemnation,orconstructiondefect,breachof warrantyortitledefect,asprovidedinArticle9hereof;or(iv)theviolationbytheTrusteeofany provisionhereof. ConcurrentlywiththeexecutionanddeliveryofthisLease,theTrusteeshallbe providedwithoneormorecommitmentsforoneormorestandardLeaseholdOwner’stitle insurancepoliciesissuedtotheTrustee,insuringtheTrustee’sleaseholdinterestintheLeased Property,subjectonlytoPermittedEncumbrances,inanaggregateamountnotlessthanthe aggregateprincipalamountoftheCertificates or such lesser amount as shall be the maximum insurablevalueoftheLeasedProperty. TheTownshallhavenoright,titleorinterestintheLeasedPropertyorany additionsandmodificationstheretoorreplacementsthereof,exceptasexpresslysetforthinthis Lease.TheTrusteeshallnot,inanyway,beconstruedastheowneroftheLeasedProperty. NoEncumbrance,MortgageorPledgeoftheLeasedProperty.ExceptSection7.2 asmaybepermittedbythisLease,theTownshallnotpermitanymechanic’sorotherlientobe establishedorremainagainsttheLeasedProperty;providedthat,iftheTownshallfirstnotify both theTrusteeoftheintentionoftheTowntodoso,theTownmayingoodfaithcontestany mechanic’sorotherlienfiledorestablishedagainsttheLeasedProperty,andinsucheventmay permittheitemssocontestedtoremainundischargedandunsatisfiedduringtheperiodofsuch contestandanyappealtherefromunlesstheTrusteeshallnotifytheTownthat,intheopinionof Counsel,bynonpaymentofanysuchitemstheTrustee’sleaseholdinterestintheLeasedProperty willbemateriallyendangered,ortheLeasedPropertyoranypartthereofwillbesubjecttolossor forfeiture,inwhicheventtheTownshallpromptlypayandcausetobesatisfiedanddischarged allsuchunpaiditems(provided,however,thatsuchpaymentshallnotconstituteawaiverofthe righttocontinuetocontestsuchitems).TheTrusteewillcooperateinanysuchcontest.Except asmaybepermittedbythisLease,theTownshallnotdirectlyorindirectlycreate,incur,assume orsuffertoexistanymortgage,pledge,lien,charge,encumbranceorclaimonorwithrespectto theLeasedProperty,exceptPermittedEncumbrances.TheTownshallpromptly,atitsexpense, takesuchactionasmaybenecessarytodulydischargeanysuchmortgage,pledge,lien,charge, encumbranceorclaimnotexceptedabove. 22 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE8 MAINTENANCE;TAXES;INSURANCEANDOTHERCHARGES MaintenanceoftheLeasedPropertybytheTown.SubjecttoitsrightSection8.1 tonotappropriateandasotherwiseprovidedinSection9.3hereof,theTownagreesthatatall timesduringtheLeaseTerm,theTownwillmaintain,preserveandkeeptheLeasedPropertyor causetheLeasedPropertytobemaintained,preservedandkept,ingoodrepair,workingorder andcondition,andfromtimetotimemakeorcausetobemadeallnecessaryandproperrepairs, includingreplacements,ifnecessary.TheTrusteeshallhavenoresponsibilityinanyofthese mattersorforthemakingofanyadditions,modificationsorreplacementstotheLeasedProperty. ModificationoftheLeasedProperty;InstallationofFurnishingsandSection8.2 MachineryoftheTown.TheTownshallhavetheprivilegeofmakingsubstitutions,additions, modificationsandimprovementstotheLeasedProperty,atitsowncostandexpense,as appropriateandanysuchsubstitutions,additions,modificationsandimprovementstotheLeased PropertyshallbethepropertyoftheTown,subjecttotheSiteLease,thisLeaseandtheIndenture andshallbeincludedunderthetermsoftheSiteLease,thisLeaseandtheIndenture;provided, however,thatsuchsubstitutions,additions,modificationsandimprovementsshallnotinanyway damagetheLeasedPropertyorcausetheLeasedPropertytobeusedforpurposesotherthan lawfulgovernmentalfunctionsoftheTown(excepttotheextentofsubleasingpermittedunder Section12.2hereof)orcausetheTowntoviolateitstaxcovenantinSection10.5hereof;and providedthattheLeasedProperty,asimprovedoraltered,uponcompletionofsuchsubstitutions, additions,modificationsandimprovements,shallbeofavaluenotlessthanthevalueofthe LeasedPropertyimmediatelypriortosuchmakingofsubstitutions,additions,modificationsand improvements. TheTownmayalso,fromtimetotimeinitssolediscretionandatitsownexpense,install machinery,equipmentandothertangiblepropertyinorontheLeasedProperty.Allsuch machinery,equipmentandothertangiblepropertyshallremainthesolepropertyoftheTownin whichtheTrusteeshallhavenointerests;provided,however,thattitletoanysuchmachinery, equipmentandothertangiblepropertywhichbecomespermanentlyaffixedtotheLeased PropertyshallbeincludedunderthetermsoftheSiteLease,thisLeaseandtheIndenture,in the event the Trustee shall reasonably determine thatsuchLeasedPropertywouldbedamagedor impairedbytheremovalofsuchmachinery,equipmentorothertangibleproperty. The Town shall have the right to make substitutions to the Leased Property upon compliancewiththeprovisionssetforthinSection10.4hereof. Taxes,OtherGovernmentalChargesandUtilityCharges.IntheeventSection8.3 thattheLeasedPropertyshall,foranyreason,bedeemedsubjecttotaxation,assessmentsor chargeslawfullymadebyanygovernmentalbody,theTownshallpaytheamountofallsuch taxes,assessmentsandgovernmentalchargesthendue,asAdditionalRentals.Withrespectto specialassessmentsorothergovernmentalchargeswhichmaybelawfullypaidininstallments overaperiodofyears,theTownshallbeobligatedtoprovideforAdditionalRentalsonlyfor suchinstallmentsasarerequiredtobepaidduringtheupcomingFiscalYear.Exceptfor PermittedEncumbrances,theTownshallnotallowanyliensfortaxes,assessmentsor governmentalchargestoexistwithrespecttotheLeasedProperty(including,withoutlimitation, 23 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT anytaxesleviedupontheLeasedPropertywhich,ifnotpaid,willbecomeachargeontherentals andreceiptsfromtheLeasedProperty,oranyinteresttherein,includingtheleaseholdinterestsof theTrustee),ortherentalsandrevenuesderivedtherefromorhereunder.TheTownshallalso payasAdditionalRentals,asthesamerespectivelybecomedue,allutilityandotherchargesand feesandotherexpensesincurredintheoperation,maintenanceandupkeepoftheLeased Property. TheTownmay,atitsexpense,ingoodfaithcontestanysuchtaxes,assessments,utility andotherchargesand,intheeventofanysuchcontest,maypermitthetaxes,assessments,utility orotherchargessocontestedtoremainunpaidduringtheperiodofsuchcontestandanyappeal therefromunlesstheTrusteeshallnotifytheTownthat,intheopinionofCounsel,by nonpaymentofanysuchitemsthevalueoftheLeasedPropertywillbemateriallyendangeredor theLeasedPropertywillbesubjecttolossorforfeiture,ortheTrusteewillbesubjecttoliability, inwhicheventsuchtaxes,assessments,utilityorotherchargesshallbepaidforthwith(provided, however,thatsuchpaymentshallnotconstituteawaiveroftherighttocontinuetocontestsuch taxes,assessments,utilityorothercharges). ProvisionsForLiabilityandPropertyInsurance.UpontheexecutionSection8.4 anddeliveryofthisLease,theTownshall,atitsownexpense,causecasualtyandproperty insurancetobecarriedandmaintainedwithrespecttotheLeasedPropertyinanamountequalto theestimatedreplacementcostoftheLeasedProperty.Suchinsurancepolicyorpoliciesmay haveadeductibleclauseinanamountnottoexceed$250,000.TheTownmay,initsdiscretion, insuretheLeasedPropertyunderblanketinsurancepolicieswhichinsurenotonlytheLeased Property,butotherbuildingsaswell,aslongassuchblanketinsurancepoliciescomplywiththe requirementshereof.IftheTownshallinsureagainstsimilarrisksbyself-insurance,theTown may,atitselectionprovideforcasualtyandpropertydamageinsurancewithrespecttothe LeasedProperty,partiallyorwhollybymeansofaself-insurancefund.IftheTownshallelectto self-insure,theTownRepresentativeshallannuallyfurnishtotheTrusteeacertificationofthe adequacyoftheTown’sreserves.TheTrusteeshallbenamedadditionalinsuredandlosspayee onanycasualtyandpropertyinsurance. UpontheexecutionanddeliveryofthisLease,theTownshall,atitsownexpense,cause publicliabilityinsurancetobecarriedandmaintainedwithrespecttotheactivitiestobe undertakenbyandonbehalfoftheTowninconnectionwiththeuseoftheLeasedProperty,inan amountnotlessthanthelimitationsprovidedintheColoradoGovernmentalImmunityAct (Article10,Title24,ColoradoRevisedStatutes,asheretoforeorhereafteramended).Such insurancemaycontaindeductiblesandexclusionsdeemedreasonablebytheCouncil.Thepublic liabilityinsurancerequiredbythisSectionmaybebyblanketinsurancepolicyorpolicies.Ifthe Townshallinsureagainstsimilarrisksbyself-insurance,theTown,atitselectionmayprovide forpublicliabilityinsurancewithrespecttotheLeasedProperty,partiallyorwhollybymeansof aself-insurancefund.IftheTownshallelecttoself-insure,theTownRepresentativeshall annuallyfurnishtotheTrusteeacertificationoftheadequacyoftheTown’sreserves.The Trusteeshallbenamedasadditionalinsuredandlosspayeeonanypublicliabilityinsurance. AnycasualtyandpropertydamageinsurancepolicyrequiredbythisSectionshallbeso writtenorendorsedastomakepaymentsundersuchinsurancepolicypayabletotheTownand theTrustee.EachinsurancepolicyprovidedforinthisSectionshallcontainaprovisiontothe 24 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT effectthattheinsurancecompanyshallnotcancelthepolicywithoutfirstgivingwrittennotice thereoftotheTownatleast30daysinadvanceofsuchcancellation.Allinsurancepolicies issuedpursuanttothisSection,orcertificatesevidencingsuchpolicies,shallbedepositedwith theTrustee.NoagentoremployeeoftheTownshallhavethepowertoadjustorsettleanyloss withrespecttotheLeasedPropertyinexcessof$25,000,whetherornotcoveredbyinsurance, withoutthepriorwrittenconsentoftheTrustee. UpontheinitialexecutionanddeliveryofthisLease,theTownshallprovidetheTrusteewith evidencethattheinsurancerequiredpursuanttothisSection8.4isineffect.Acertificationby theTownRepresentativethatsuchinsuranceisineffectshallbesufficientevidenceofinsurance. AcertificateofinsurancefromtheTownortheTown’sinsuranceagentwillalsobeacceptable evidenceofinsurance.TheTrusteeshallannuallyrequestevidenceofinsurancefromtheTown onoraboutOctober1ineachyearanduponreceiptofsuchwrittenrequest,theTownshall provideannualcertificationthattheinsurancerequiredpursuanttothisSection8.4isineffect. Advances.IftheTownfailstopayanyAdditionalRentalsduringtheSection8.5 LeaseTermassuchAdditionalRentalsbecomedue,theTrusteemay(butshallnotbeobligated to)paysuchAdditionalRentalsandtheTownagreestoreimbursetheTrusteetotheextent permittedbylawandsubjecttoAppropriationasprovidedunderArticle6hereof. GrantingofEasements.AslongasnoEventofNonappropriationorSection8.6 EventofLeaseDefaultshallhavehappenedandbecontinuing,theTrustee,shalluponthe requestoftheTown,(a)grantorenterintoeasements,permits,licenses,partywallandother agreements,rights-of-way(includingthededicationofpublicroads)andotherrightsorprivileges inthenatureofeasements,permits,licenses,partywallandotheragreementsandrightsofway withrespecttoanypropertyorrightsincludedinthisLease(whethersuchrightsareinthenature ofsurfacerights,sub-surfacerightsorairspacerights),freefromthisLeaseandanysecurity interestorotherencumbrancecreatedhereunderorthereunder;(b)releaseexistingeasements, permits,licenses,partywallandotheragreements,rights-of-way,andotherrightsandprivileges withrespecttosuchpropertyorrights,withorwithoutconsideration;and(c)executeanddeliver anyinstrumentnecessaryorappropriatetogrant,enterintoorreleaseanysucheasement,permit, license,partywallorotheragreement,right-of-wayorothergrantorprivilegeuponreceiptof:(i) acopyoftheinstrumentofgrant,agreementorreleaseand(ii)awrittenapplicationsignedbythe TownRepresentativerequestingsuchgrant,agreementorreleaseandstatingthatsuchgrant, agreementorreleasewillnotmateriallyimpairtheeffectiveuseormateriallyinterferewiththe operationoftheLeasedProperty,and will not materially adversely affect the security intended to begivenbyorundertheIndenture,theSiteLeaseorthisLease. 25 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE9 DAMAGE,DESTRUCTIONANDCONDEMNATION; USEOFNETPROCEEDS Damage,DestructionandCondemnation.If,duringtheLeaseTerm,Section9.1 theLeasedPropertyshallbedestroyed(inwholeorinpart),ordamaged(a) byfireorothercasualty;or titleto,orthetemporaryorpermanentuseof,theLeasedPropertyorthe(b) estateoftheTownortheTrusteeintheLeasedPropertyistakenundertheexerciseofthe powerofeminentdomainbyanygovernmentalbodyorbyanyperson,firmorentity actingundergovernmentalauthority;or abreachofwarrantyoramaterialdefectintheconstruction,manufacture(c) ordesignoftheLeasedPropertybecomesapparent;or titletoortheuseofalloraportionoftheLeasedPropertyislostbyreason(d) ofadefectintitlethereto. thentheTownshallbeobligatedtocontinuetopayBaseRentalsandAdditionalRentals(subject toArticle6hereof). ObligationtoRepairandReplacetheLeasedProperty.TheTownandSection9.2 theTrustee,totheextentNetProceedsarewithintheirrespectivecontrol,shallcausesuchNet Proceedsofanyinsurancepolicies,performancebondsorcondemnationawards,tobedeposited inaseparatetrustfund.AllNetProceedssodepositedshallbeappliedtothepromptrepair, restoration,modification,improvementorreplacementoftheLeasedPropertybytheTown,upon receiptofrequisitions by the Trustee,signedbytheTownRepresentativestatingwithrespectto eachpaymenttobemade: therequisitionnumber;(a) thenameandaddressoftheperson,firmorentitytowhompaymentis(b) due; theamounttobepaid;and(c) thateachobligationmentionedthereinhasbeenproperlyincurred,isa(d) properchargeagainsttheseparatetrustfundandhasnotbeenthebasisofanyprevious withdrawalandspecifyinginreasonabledetailthenatureoftheobligation,accompanied byabillorastatementofaccountforsuchobligation. TheTownandtheTrusteeshallagreetocooperateandusetheirbestreasonableefforts subjecttothetermsoftheIndenturetoenforceclaimswhichmayariseinconnectionwith materialdefectsintheconstruction,manufactureordesignoftheLeasedPropertyorotherwise. IfthereisabalanceofanyNetProceedsallocabletotheLeasedPropertyremainingaftersuch 26 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT repair,restoration,modification,improvementorreplacementhasbeencompleted,thisbalance shallbeusedbytheTown,to: addto,modifyoraltertheLeasedPropertyoraddnewcomponents(a) thereto,or prepaytheBaseRentalswithacorrespondingadjustmentintheamountof(b) BaseRentalspayableunder ExhibitC (BaseRentalsSchedule)tothisLeaseor accomplishacombinationof(a)and(b).(c) Anyrepair,restoration,modification,improvementorreplacementoftheLeasedProperty paidforinwholeorinpartoutofNetProceedsallocabletotheLeasedPropertyshallbethe propertyoftheTown,subjecttotheSiteLease,thisLeaseandtheIndentureandshallbe includedaspartoftheLeasedPropertyunderthisLease. InsufficiencyofNetProceeds.IftheNetProceeds(plusanyamountsSection9.3 withheldfromsuchNetProceedsbyreasonofanydeductibleclause)areinsufficienttopayin fullthecostofanyrepair,restoration,modification,improvementorreplacementoftheLeased PropertyrequiredunderSection9.2ofthisLease,theTownmayelectto: completetheworkorreplacesuchLeasedProperty(orportionthereof)(a) withsimilarpropertyofavalueequaltoorinexcessofsuchportionoftheLeased PropertyandpayasAdditionalRentals,totheextentamountsforAdditionalRentals whichhavebeenspecificallyappropriatedbytheTownareavailableforpaymentofsuch cost,anycostinexcessoftheamountoftheNetProceedsallocabletotheLeased Property,andtheTownagreesthat,ifbyreasonofanysuchinsufficiencyoftheNet ProceedsallocabletotheLeasedProperty,theTownshallmakeanypaymentspursuantto theprovisionsofthisparagraph,theTownshallnotbeentitledtoanyreimbursement thereforfromtheTrustee,norshalltheTownbeentitledtoanydiminutionoftheBase RentalsandAdditionalRentals,forwhichaspecificAppropriationhasbeeneffectedby theTownforsuchpurpose,payableunderArticle6ofthisLease;or applytheNetProceedsallocabletotheLeasedPropertytothepaymentof(b) thePurchaseOptionPriceinaccordancewithArticle11ofthisLease,oranappropriate portionthereof.IntheeventofaninsufficiencyoftheNetProceedsforsuchpurpose,the Townshall,subjecttothelimitationsofSection6.1hereof,paysuchamountsasmaybe necessarytoequalthatportionofthePurchaseOptionPricewhichisattributabletothe LeasedPropertyforwhichNetProceedshavebeenreceived(ascertifiedtotheTrusteeby theTown);andintheeventtheNetProceedsshallexceedsuchportionofthePurchase OptionPrice,suchexcessshallbeusedasdirectedbytheTowninthesamemannerasset forthinSection9.2hereof;or iftheTowndoesnottimelybudgetandappropriatesufficientfundsto(c) proceedundereither(a)or(b)above,anEventofNonappropriationwillbedeemedto haveoccurredand,subjecttotheTown’srighttocure,theTrusteemaypursueremedies availabletoitfollowinganEventofNonappropriation. 27 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT TheabovereferencedelectionshallbemadebytheTownwithin90daysofthe occurrenceofaneventspecifiedinSection9.1ofthisLease.Itisherebydeclaredtobethe Town’spresentintentionthat,ifaneventdescribedinSection9.1hereofshouldoccurandifthe NetProceedsshallbeinsufficienttopayinfullthecostofrepair,restoration,modification, improvementorreplacementoftheLeasedProperty,theTownwoulduseitsbesteffortsto proceedundereitherparagraph(a)orparagraph(b)above;butitisalsoacknowledgedthatthe Townmustoperatewithinbudgetaryandothereconomicconstraintsapplicabletoitatthetime, whichcannotbepredictedwithcertainty;andaccordinglytheforegoingdeclarationshallnotbe construedtocontractuallyobligateorotherwisebindtheTown. CooperationoftheTrustee.TheTrusteeshallcooperatefullywiththeSection9.4 Town,at the expense of the Town,infilinganyproofoflosswithrespecttoanyinsurancepolicy orperformancebondcoveringtheeventsdescribedinSection9.1ofthisLeaseandinthe prosecutionordefenseofanyprospectiveorpendingcondemnationproceedingwithrespectto theLeasedPropertyandtheenforcementofallwarrantiesrelatingtotheLeasedProperty.So longasnoEventofLeaseDefaultorEventofNonappropriationhasoccurredandisthen existing,theTrusteeshallnotvoluntarilysettle,orconsenttothesettlementof,anyproceeding arisingoutofanyinsuranceclaimperformanceorpaymentbondclaim,prospectiveorpending condemnationproceedingwithrespecttotheLeasedPropertywithoutthewrittenconsentofthe Town. 28 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE10 DISCLAIMEROFWARRANTIES;OTHERCOVENANTS DisclaimerofWarranties.THETRUSTEEHASNOTMADEANDSection10.1 WILLNOTMAKEANYWARRANTYORREPRESENTATION,EITHEREXPRESSOR IMPLIED,ASTOTHEVALUE,DESIGN,CONDITION,MERCHANTABILITYOR FITNESSFORAPARTICULARPURPOSEORFITNESSFORUSEOFTHELEASED PROPERTYORANYOTHERREPRESENTATIONORWARRANTYWITHRESPECTTO THELEASEDPROPERTY.THETOWNHEREBYACKNOWLEDGESANDDECLARES THATTHETOWNISSOLELYRESPONSIBLEFORTHEMAINTENANCEAND OPERATIONOFTHELEASEDPROPERTY,ANDTHATTHETRUSTEEHASNO RESPONSIBILITYTHEREFOR.THETRUSTEEHASNOTMADEANDWILLNOTMAKE ANYWARRANTYORREPRESENTATION,EITHEREXPRESSORIMPLIED,ASTOTHE VALUE,DESIGN,CONDITION,MERCHANTABILITYORFITNESSFORAPARTICULAR PURPOSEORFITNESSFORUSEOFTHELEASEDPROPERTYORANYOTHER REPRESENTATIONORWARRANTYWITHRESPECTTOTHELEASEDPROPERTY. THETOWNHEREBYACKNOWLEDGESANDDECLARESTHATTHETOWNIS SOLELYRESPONSIBLEFORTHEMAINTENANCEANDOPERATIONOFTHELEASED PROPERTY,ANDTHATTHETRUSTEEHASNORESPONSIBILITYTHEREFOR.Forthe purposeofenablingtheTowntodischargesuchresponsibility,theTrusteeconstitutesand appointstheTownasitsattorneyinfactforthepurposeofassertingandenforcing,atthesole costandexpenseoftheTown,allmanufacturer’swarrantiesandguaranties,expressorimplied, withrespecttotheLeasedProperty,aswellasanyclaimsorrightstheTrusteemayhavein respectoftheLeasedPropertyagainstanymanufacturer,supplier,contractororotherperson. ExceptasotherwiseprovidedinthisLease,theTrusteeshallnotbeliableforanydirector indirect,incidental,special,punitiveorconsequentialdamageinconnectionwithorarisingout ofthisLeaseortheexistence,furnishing,functioningorusebytheTownofanyitem,productor serviceprovidedforhereinexceptthatnothingshallrelievetheTrustee’sliabilityforanyclaims, damages,liabilityorcourtawards,includingcosts,expensesandattorneyfees,relatingtoor arisingfromtheTrustee’sactionsoromissionsthatresultfromthenegligence,badfaithor intentionalmisconductoftheTrusteeoritsemployees. FurtherAssurancesandCorrectiveInstruments.TheTrusteeandtheSection10.2 Townagreethattheywill,fromtimetotime,execute,acknowledgeanddeliver,orcausetobe executed,acknowledgedanddelivered,suchamendmentshereoforsupplementsheretoandsuch furtherinstrumentsasmayreasonablyberequiredforcorrectinganyinadequateorincorrect descriptionoftheLeasedProperty. CompliancewithRequirements.DuringtheLeaseTerm,theTownandSection10.3 theTrusteeshallobserveandcomplypromptlytotheextentpossiblewithallcurrentandfuture ordersofallcourtshavingjurisdictionovertheLeasedProperty,providedthattheTownandthe Trusteemaycontestorappealsuchorderssolongastheyareincompliancewithsuchorders duringthecontestorappealperiod,andallcurrentandfuturerequirementsofallinsurance companieswritingpoliciescoveringtheLeasedProperty. ReleaseandSubstitutionofLeasedProperty.SolongasnoEventofSection10.4 LeaseDefaultorEventofNonappropriationshallhaveoccurredandbecontinuing,theTrustee 29 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT shallrelease all or anyportionoftheLeasedProperty,andshallexecutealldocumentsnecessary orappropriatetoreconveyorreleasesuchportionoftheLeasedPropertytotheTown,freeofall restrictionsandencumbrancesimposedorcreatedbytheSiteLease,thisLeaseortheIndenture, uponreceiptbytheTrusteeofthefollowing:(a)awrittenrequestoftheTownRepresentative forsuchrelease,describingtheportionoftheLeasedPropertytobereleased;(b)acertificateof theTownRepresentativecertifying(i)thefairmarketvalueoftheportionoftheLeasedProperty tobereleasedandofanyrealpropertytobesubstitutedfortheportionoftheLeasedPropertyto bereleased;(ii)the disposition to be made of the portion of the Leased Property to be released and the consideration,if any,to be received therefor;(iii)thatthedispositionoftheportionofthe LeasedPropertytobereleasedandthesubstitutionthereforoftherealpropertytobesubstituted fortheportionoftheLeasedPropertytobereleased(ifany)willnotmateriallyadverselyaffect theabilityoftheTowntooperatetheLeasedPropertyortofulfillitsobligationsunderthis Lease;(iviii)thatanyrealpropertytobesubstitutedfor thea portionoftheLeasedPropertytobe releasedisnecessaryorusefultotheoperationoftheLeasedProperty;and(viv)thatthefair marketvalueofanyrealpropertytobesubstitutedfortheportionoftheLeasedPropertytobe released,togetherwithcashtobepaidbytheTowntotheTrustee,ifany,isatleastequaltothe fairmarketvalueoftheportionoftheLeasedPropertytobereleased;(c)appraisalsofthefair marketvalueoftheportionoftheLeasedPropertytobereleasedandanyrealpropertytobe substitutedfortheportionoftheLeasedPropertytobereleased,respectively,byamemberofthe AmericanInstituteofRealEstateAppraisers(MAI);and(d)supplementsandamendmentstothe SiteLease,thisLeaseandtheIndentureandanyotherdocumentsnecessaryto subject any real property to be substituted for theeffect the substitution for any portionoftheLeasedPropertyto bereleased to the lien of the Indenture.TheTownagreesthatanycashpaidtotheTrustee pursuanttotheprovisionsofthisSection10.4shallbe deposited into the Base Rentals Fundused toredeemordefeaseOutstandingCertificates. TaxCovenants.TheTownacknowledgesthatthemoneysinallfundsSection10.5 andaccountsexpectedtobecreatedundertheIndenturearetobeinvestedordepositedbythe Trustee,atthewrittendirectionoftheTown. TheTowncovenantsforthebenefitoftheOwnersoftheCertificatesthatitwillnottake anyactionoromittotakeanyactionwithrespecttotheCertificates,theproceedsthereof,any otherfundsoftheTownoranyfacilitiesfinancedorrefinancedwiththeproceedsofthe Certificates(exceptforthepossibleexerciseoftheTown’srighttoterminatethisLeaseas providedherein)ifsuchactionoromission(i)wouldcausetheinterestontheCertificatestolose itsexclusionfromgrossincomeforfederalincometaxpurposesunderSection103oftheTax Code,or(ii)wouldcauseinterestontheCertificatestoloseitsexclusionfromalternative minimumtaxableincomeasdefinedinSection55(b)(2)oftheTaxCode,excepttotheextent suchinterestisrequiredtobeincludedinadjustedcurrentearningsadjustmentapplicableto corporationsunderSection56oftheTaxCodeincalculatingcorporatealternativeminimum taxableincome,or(iii)wouldcauseinterestontheCertificatestoloseitsexclusionfrom ColoradotaxableincomeortoloseitsexclusionfromColoradoalternativeminimumtaxable incomeunderpresentColoradolaw.SubjecttotheTown’srighttoterminatethisLeaseas providedherein,theforegoingcovenantshallremaininfullforceandeffect,notwithstandingthe paymentinfullordefeasanceoftheCertificates,untilthedateonwhichallobligationsofthe TowninfulfillingtheabovecovenantundertheTaxCodeandColoradolawhavebeenmet. 30 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT Inaddition,theTowncovenantsthatitsdirectionofinvestmentspursuanttoArticle5of theIndentureshallbeincompliancewiththeproceduresestablishedbytheTaxCertificatetothe extentrequiredtocomplywithitscovenantscontainedintheforegoingprovisionsofthis Section.TheTownherebyagreesthat,totheextentnecessary,itwill,duringtheLeaseTerm, paytotheTrusteesuchsumsasarerequiredfortheTrusteetopaytheamountsdueandowingto theUnitedStatesTreasuryasrebatepayments.Anysuchpaymentshallbeaccompaniedby directionstotheTrusteetopaysuchamountstotheUnitedStatesTreasury.Anypaymentof TownmoneyspursuanttotheforegoingsentenceshallbeAdditionalRentalsforallpurposesof thisLease. TheTownistoexecutetheTaxCertificateinconnectionwiththeexecutionanddelivery ofthisLease,whichTaxCertificateshallprovidefurtherdetailsinrespectoftheTown’stax covenantsherein. ForthepurposeofSection265(b)(3)(B)oftheCode,theTownherebydesignatesthe Certificatesasqualifiedtax-exemptobligations. CovenanttoReimburseLegalExpenses.TotheextentpermittedbySection10.6 law,theTownshalldefendandholdharmlesstheTrusteeagainstclaimsarisingfromthealleged negligentactsoromissionsoftheTown’spublicemployees,whichoccurredorareallegedto haveoccurredduringtheperformanceoftheirdutiesandwithinthescopeoftheiremployment, unlesssuchactsoromissionsare,orareallegedtobe,willfulandwanton.Suchclaimsshallbe subjecttothelimitationsoftheColoradoGovernmentalImmunityAct,C.R.S.24-10-101to 24-10-120.TheTownshallincludeasAdditionalRentals,thereimbursementofreasonableand necessaryexpensesincurredbytheTrusteetodefendtheTrusteefromandagainstallclaims,by oronbehalfofanyperson,firm,corporationorotherlegalentityarisingfromtheconductor managementoftheLeasedPropertyorfromanyworkorthingdoneontheLeasedProperty duringtheLeaseTermrequestedbytheTown,orfromanyconditionoftheLeasedProperty causedbytheTown.ThisdutytoreimbursetheTrustee’slegalexpensesisnotan indemnificationanditisexpresslyunderstoodthattheTownisnotindemnifyingtheTrusteeand, aspreviouslystated,islimitedtoNetProceedsandmoneys,ifany,inexcessofsuchNet Proceeds,forwhichanAppropriationhasbeeneffected. AccesstotheLeasedProperty;RightstoInspectBooks.TheTownSection10.7 agreesthattheTrusteeshallhavetherightatallreasonabletimestoexamineandinspectthe LeasedProperty(subjecttosuchregulationsasmaybeimposedbytheTownforsecurity purposes)andalloftheTown’sbooksandrecordswithrespectthereto,buttheTrusteehasno dutytoinspecttheLeasedPropertybooksorrecords.TheTownfurtheragreesthattheTrustee shallhavesuchrightsofaccesstotheLeasedPropertyasmaybereasonablynecessarytocause thepropermaintenanceoftheLeasedPropertyintheeventoffailurebytheTowntoperformits obligationsunderthisLease.TheIndentureallowstheTowntohavetherightatallreasonable timestoexamineandinspectalloftheTrustee’sbooksandrecordswithrespecttotheLeased PropertyandallfundsandaccountsheldundertheIndenture. TheTownanditsrepresentativesshallhavetherighttoexamineandinspectthebooks andrecordsoftheTrusteerelatingtotheLeasedPropertyatallreasonabletimesfromthedateof thisLeaseanduntilthreeyearsaftertheterminationdateofthisLease. 31 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE11 PURCHASEOPTION PurchaseOption.TheTownshallhavetheoptiontopurchasetheSection11.1 Trustee’sleaseholdinterestintheLeasedProperty,butonlyifanEventofLeaseDefaultoran EventofNonappropriationhasnotoccurredandisthencontinuing.TheTownmayexerciseits optiononanydatebycomplyingwithoneoftheconditionssetforthinSection11.2. TheTownshallgivetheTrusteenoticeofitsintentiontoexerciseitsoptionnotlessthan forty-five(45)daysinadvanceofthedateofexerciseandshalldeposittherequiredmoneyswith theTrusteeonorbeforethedateselectedtopaythePurchaseOptionPrice.TheTrusteemay waivesuchnoticeormayagreetoashorternoticeperiodinthesoledeterminationoftheTrustee. IftheTownshallhavegivennoticetotheTrusteeofitsintentiontopurchasethe Trustee’sleaseholdinterestintheLeasedPropertyorprepayBaseRentals,butshallnothave depositedtheamountswiththeTrusteeonthedatespecifiedinsuchnotice,theTownshall continuetopayBaseRentals,whichhavebeenspecificallyappropriatedbytheTownforsuch purpose,asifnosuchnoticehadbeengiven. ConditionsforPurchaseOption.TheTrusteeshalltransferandreleaseSection11.2 theTrustee’sleaseholdinterestsintheLeasedPropertytotheTowninthemannerprovidedfor inSection11.3ofthisLease;provided,however,thatpriortosuchtransferandrelease,either: theTownshallhavepaidthethenapplicablePurchaseOptionPricewhich(a) shallequalthesumoftheamountnecessarytodefeaseanddischargetheIndentureas providedtherein(i.e.,provisionforpaymentofallprincipalandinterestportionsofany andallCertificateswhichmayhavebeenexecutedanddeliveredpursuanttothe IndentureshallhavebeenmadeinaccordancewiththetermsoftheIndenture)plusany feesandexpensesthenowingtotheTrustee;or theTownshallhavepaidallBaseRentalssetforthin ExhibitC (Base(b) RentalsSchedule)hereto,fortheentiremaximumLeaseTerm,andallthencurrent AdditionalRentalsrequiredtobepaidhereunder. AttheTown’soption,amountsthenondepositinanyfundheldundertheIndenture (excepttheRebateFundandexcludinganydefeasanceescrowfunds)maybecreditedtowardthe PurchaseOptionPrice. MannerofConveyance.AttheclosingofthepurchaseorotherSection11.3 conveyanceofalloftheTrustee’sleaseholdinterestintheLeasedPropertypursuanttoSection 11.2ofthisLease,theTrusteeshallreleaseandterminatetheSiteLease,thisLeaseandthe IndentureandexecuteanddelivertotheTownanynecessarydocumentsreleasing,assigning, transferringandconveyingtheTrustee’sleaseholdinterestintheLeasedProperty,astheythen exist,subjectonlytothefollowing: PermittedEncumbrances,otherthantheSiteLease,thisLeaseandthe(a) Indenture; 32 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT allliens,encumbrancesandrestrictionscreatedorsufferedtoexistbythe(b) TrusteeasrequiredorpermittedbytheSiteLease,thisLeaseortheIndentureorarising asaresultofanyactiontakenoromittedtobetakenbytheTrusteeasrequiredor permittedbytheSiteLease,thisLeaseortheIndenture; anylienorencumbrancecreatedorsufferedtoexistbyactionofthe(c) Town;and thoseliensandencumbrances(ifany)towhichtitletotheLeasedProperty(d) wassubjectwhenleasedtotheTrustee. 33 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE12 ASSIGNMENTANDSUBLEASING AssignmentbytheTrustee;ReplacementoftheTrustee.ExceptasSection12.1 otherwiseprovidedinthisLeaseandtheIndenture,thisLeasemaynotbeassignedbytheTrustee foranyreasonotherthantoasuccessorbyoperationoflawortoasuccessortrusteeunderthe IndentureorwiththepriorwrittenconsentoftheTownwhichconsentshallnotbeunreasonably withheld.TheTrusteewillnotifytheTownofanyassignmenttoasuccessorbyoperationof law. IfanEventofLeaseDefaultorEventofNonappropriationhasoccurredandis continuing,theTrusteemayactashereinprovided,includingexercisingtheremediessetforthin Section13.2,withoutthepriorwrittendirectionoftheTown. AssignmentandSubleasingbytheTown.ThisLeasemaynotbeSection12.2 assignedbytheTownforanyreasonotherthantoasuccessorbyoperationoflaw.However,the LeasedPropertymaybesubleased,asawholeorinpart,bytheTown,withoutthenecessityof obtainingtheconsentoftheTrusteeoranyowneroftheCertificatessubjecttoeachofthe followingconditions: TheLeasedPropertymaybesubleased,inwholeorinpart,onlytoan(a) agencyordepartmentof,orapoliticalsubdivisionof,theState,ortoanotherentityor entitieswithApprovalofSpecialCounsel; ThisLease,andtheobligationsoftheTownhereunder,shall,atalltimes(b) duringtheLeaseTermremainobligationsoftheTown,andtheTownshallmaintainits directrelationshipswiththeTrustee,notwithstandinganysublease; TheTownshallfurnishorcausetobefurnishedtotheTrusteeacopyof(c) anysubleaseagreement; NosubleasebytheTownshallcausetheLeasedPropertytobeusedfor(d) anypurposewhichwouldcausetheTowntoviolateitstaxcovenantinSection10.5 hereof;and AnysubleaseoftheLeasedPropertyshallprovidethatitshall(e) automaticallyterminateuponaterminationofthisLease. 34 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE13 EVENTSOFLEASEDEFAULTANDREMEDIES EventsofLeaseDefaultDefined.AnyoneofthefollowingshallbeSection13.1 EventsofLeaseDefaultunderthisLease: failurebytheTowntopayanyBaseRentalsorAdditionalRentals,which(a) havebeenspecificallyappropriatedbytheTownforsuchpurpose,duringtheInitialTerm oranyRenewalTerm,withinfive(5)BusinessDaysofthedateonwhichtheyaredue;or subjecttotheprovisionsofSection6.5hereof,failurebytheTownto(b) vacateorsurrenderpossessionoftheLeasedPropertybyMarch1ofanyRenewalTerm inrespectofwhichanEventofNonappropriationhasoccurred;or failurebytheTowntoobserveandperformanycovenant,conditionor(c) agreementonitsparttobeobservedorperformedhereunder,otherthanasreferredtoin (a)or(b),foraperiodof30daysafterwrittennotice,specifyingsuchfailureand requestingthatitberemediedshallbereceivedbytheTownfromtheTrustee,unlessthe Trusteeshallagreeinwritingtoanextensionofsuchtimepriortoitsexpiration;provided thatifthefailurestatedinthenoticecannotbecorrectedwithintheapplicableperiod,the Trusteeshallnotwithholditsconsenttoanextensionofsuchtimeif,in the Trustee’s reasonable judgment,correctiveactioncanbeinstitutedbytheTownwithinthe applicableperiodanddiligentlypursueduntilthedefaultiscorrected;or failurebytheTowntocomplywiththetermsoftheSiteLease.(d) TheforegoingprovisionsofthisSection13.1aresubjecttothefollowinglimitations: theTownshallbeobligatedtopaytheBaseRentalsandAdditional(i) Rentals,whichhavebeenspecificallyappropriatedbytheTownforsuchpurpose, onlyduringthethencurrentLeaseTerm,exceptasotherwiseexpresslyprovided inthisLease;and if,byreasonofForceMajeure,theTownortheTrusteeshallbe(ii) unableinwholeorinparttocarryoutanyagreementontheirrespectiveparts hereincontainedotherthantheTown’sagreementtopaytheBaseRentalsand AdditionalRentalsduehereunder,theTownortheTrusteeshallnotbedeemedin defaultduringthecontinuanceofsuchinability.TheTownandtheTrusteeeach agree,however,toremedy,aspromptlyaslegallyandreasonablypossible,the causeorcausespreventingtheTownortheTrusteefromcarryingouttheir respectiveagreements;providedthatthesettlementofstrikes,lockoutsandother industrialdisturbancesshallbeentirelywithinthediscretionoftheTown. RemediesonDefault.WheneveranyEventofLeaseDefaultshallhaveSection13.2 happenedandbecontinuingbeyondanyapplicablecureperiod,theTrusteemay,orshallatthe requestoftheownersofamajorityinaggregateprincipalamountoftheCertificatesthen OutstandinganduponindemnificationastocostsandexpensesasprovidedintheIndenture, 35 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT withoutanyfurtherdemandornotice,takeoneoranycombinationofthefollowingremedial steps: terminatetheLeaseTermandgivenoticetotheTowntovacateand(a) surrenderpossessionoftheLeasedProperty,whichvacationandsurrendertheTown agreestocompletewithinsixty(60)daysfromthedateofsuchnotice;provided,inthe eventtheTowndoesnotvacateandsurrenderpossessionontheterminationdate,the provisionsofSection6.5hereofshallapply; leaseorsubleasetheLeasedPropertyorsellorassignanyinterestthe(b) TrusteehasintheLeasedProperty,includingtheTrustee’sleaseholdinterestinthe LeasedProperty; recoverfromtheTown:(c) theportionofBaseRentalsandAdditionalRentals,forwhicha(i) specificAppropriationhasbeeneffectedbytheTownforsuch purpose,whichwouldotherwisehavebeenpayablehereunder, duringanyperiodinwhichtheTowncontinuestooccupy,useor possesstheLeasedProperty;and BaseRentalsandAdditionalRentals,forwhichaspecific(ii) AppropriationhasbeeneffectedbytheTownforsuchpurpose, whichwouldotherwisehavebeenpayablebytheTownhereunder duringtheremainder,aftertheTownvacatesandsurrenders possessionoftheLeasedProperty,oftheFiscalYearinwhichsuch EventofLeaseDefaultoccurs. takewhateveractionatlaworinequitymayappearnecessaryordesirable(d) toenforceitsrightsinandtotheLeasedPropertyundertheSiteLease,thisLeaseandthe Indenture. UpontheoccurrenceofanEventofNonappropriation,theTrusteeshallbeentitledto recoverfromtheTowntheamountssetforthinSection13.2(c)(i)hereofiftheTowncontinues tooccupytheLeasedPropertyafterDecember31oftheFiscalYearinwhichsuchEventof Nonappropriationoccurs. TheTrusteeshallalsobeentitled,uponanyEventofLeaseDefault,toanymoneysinany fundsoraccountscreatedundertheIndenture(excepttheRebateFundoranydefeasanceescrow accounts). NotwithstandingtheforegoingprovisionsoranyotherprovisionsinthisLeaseorthe Indenture,solongastheInitialPurchaseristhesoleOwneroftheCertificates,theTrusteeshall nottakeanyremedialactionunderthisLeaseortheIndenture,includingwithoutlimitationthis Section13.2,withoutthepriorwrittenconsentanddirectionoftheInitialPurchaser.Before takinganysuchactionasdirectedbytheOriginalPurchaser,theTrusteeshallbeentitledtothe indemnificationprovidedinSection8.02(m)oftheIndenture. 36 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT LimitationsonRemedies.TheremediesinconnectionwithanEventofSection13.3 LeaseDefaultshallbelimitedassetforthinthisSection.Ajudgmentrequiringapaymentof moneymaybeenteredagainsttheTownbyreasonofanEventofLeaseDefaultonlyastothe Town’sliabilitiesdescribedinparagraph(c)ofSection13.2hereof.Ajudgmentrequiringa paymentofmoneymaybeenteredagainsttheTownbyreasonofanEventofNonappropriation onlytotheextentthattheTownfailstovacateandsurrenderpossessionoftheLeasedProperty asrequiredbySection6.4ofthisLease,andonlyastotheliabilitiesdescribedinparagraph(c)(i) ofSection13.2hereof.Theremedydescribedinparagraph(c)(ii)ofSection13.2ofthisLeaseis notavailableforanEventofLeaseDefaultconsistingoffailurebytheTowntovacateand surrenderpossessionoftheLeasedPropertybyMarch1followinganEventofNonappropriation. NoRemedyExclusive.SubjecttoSection13.3hereof,noremedyhereinSection13.4 conferreduponorreservedtotheTrustee,isintendedtobeexclusive,andeverysuchremedy shallbecumulativeandshallbeinadditiontoeveryotherremedygivenhereunderornowor hereafterexistingatlaworinequity.Nodelayoromissiontoexerciseanyrightorpower accruinguponanydefaultshallimpairanysuchrightorpowerorshallbeconstruedtobea waiverthereof,butanysuchrightandpowermaybeexercisedfromtimetotimeandasoftenas maybedeemedexpedient.InordertoentitletheTrusteetoexerciseanyremedyreservedinthis Article13,itshallnotbenecessarytogiveanynotice,otherthansuchnoticeasmayberequired inthisArticle13. Waivers.TheTrusteemaywaiveanyEventofLeaseDefaultunderthisSection13.5 Leaseanditsconsequences.Intheeventthatanyagreementcontainedhereinshouldbebreached byeitherpartyandthereafterwaivedbytheotherparty,suchwaivershallbelimitedtothe particularbreachsowaivedandshallnotbedeemedtowaiveanyotherbreachhereunder. PaymentofBaseRentalsorAdditionalRentalsbytheTownshallnotconstituteawaiverofany breachordefaultbytheTrusteehereunder. AgreementtoPayAttorneys’FeesandExpenses.IntheeventthatSection13.6 eitherpartyheretoshalldefaultunderanyoftheprovisionshereofandthenondefaultingparty shallemployattorneysorincurotherexpensesforthecollectionofBaseRentalsorAdditional Rentals,ortheenforcementofperformanceorobservanceofanyobligationoragreementonthe partofthedefaultingpartyhereincontained,thedefaultingpartyagreesthatitshallondemand thereforpaytothenondefaultingparty,totheextentpermittedbylaw,thereasonablefeesof suchattorneysandsuchotherreasonableexpensessoincurredbythenondefaultingparty. Notwithstandingtheforegoing,anysuchfeesandexpensesowedbytheTownhereundershall constituteAdditionalRentalsforallpurposesofthisLeaseandshallbesubjecttoAppropriation. WaiverofAppraisement,Valuation,Stay,ExtensionandRedemptionSection13.7 Laws.Totheextentpermittedbylaw,inthecaseofanEventofNonappropriationoranEvent ofLeaseDefaultneithertheTrusteenortheTownnoranyoneclaimingthroughorundereither ofthemshallorwillsetup,claimorseektotakeadvantageofanyappraisement,valuation,stay, extensionorredemptionlawsnoworhereafterinforceinordertopreventorhinderthe enforcementoftheIndenture;andtheTrusteeandtheTown,forthemselvesandallwhomayat anytimeclaimthroughorundereitherofthem,eachherebywaives,tothefullextentthatitmay lawfullydoso,thebenefitofallsuchlaws.Notwithstandingtheforegoing,itisexpressly understoodthattheTowncannotanddoesnotherebywaiveitsrighttosetup,claimorseekto 37 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT takeadvantageofitspolicepowersoritsColoradoconstitutionalorstatutoryrightofeminent domain. 38 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT ARTICLE14 MISCELLANEOUS SovereignPowersofTown.NothinginthisLeaseshallbeconstruedasSection14.1 diminishing,delegating,orotherwiserestrictinganyofthesovereignpowersorimmunitiesof theTown.NothinginthisLeaseshallbeconstruedtorequiretheTowntooccupyandoperate theLeasedPropertyotherthanaslessee,ortorequiretheTowntoexerciseitsrighttopurchase theLeasedPropertyasprovidedinArticle11hereof. Notices.Allnotices,certificatesorothercommunicationstobegivenSection14.2 hereundershallbesufficientlygivenandshallbedeemedgivenwhendeliveredormailedby certifiedorregisteredmail,postageprepaid,addressedasfollows: iftotheTrustee, UMBBank,n.a. 1670Broadway Denver,CO80202 Attention:CorporateTrustandEscrowServices iftotheTown, TownofAvon,Colorado OneLakeStreet Avon,Colorado81620 Attention:FinanceDirector TheTownandtheTrusteemay,bywrittennotice,designateanyfurtherordifferent addressestowhichsubsequentnotices,certificatesorothercommunicationsshallbesent. ThirdPartyBeneficiaries.ItisexpresslyunderstoodandagreedthattheSection14.3 OwnersoftheoutstandingCertificatesarethirdpartybeneficiariestothisLeaseandenforcement ofthetermsandconditionsofthisLease,andallrightsofactionrelatingtosuchenforcement, shallbestrictlyreservedtotheTown,aslesseeandtheTrustee,aslessor,andtheirrespective successorsandassigns,andtotheOwnersoftheCertificates.Exceptashereinafterprovided, nothingcontainedinthisLeaseshallgiveorallowanysuchclaimorrightofactionbyanyother orthirdpersononthisLease.ItistheexpressintentionoftheTownandtheTrusteethatany personotherthantheTown,theTrusteeortheOwnersoftheCertificatesreceivingservicesor benefitsunderthisLeaseshallbedeemedtobeanincidentalbeneficiaryonly. BindingEffect.ThisLeaseshallinuretothebenefitofandshallbeSection14.4 bindingupontheTrusteeandtheTownandtheirrespectivesuccessorsandassigns,subject, however,tothelimitationscontainedinArticle12ofthisLease. Amendments.ThisLeasemayonlybeamended,changed,modifiedorSection14.5 alteredasprovidedintheIndenture. AmountsRemaininginFunds.ItisagreedbythepartiesheretothatanySection14.6 amountsremainingintheBaseRentalsFund,theCostsofExecutionandDeliveryFund,orany 39 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT otherfundoraccountcreatedundertheIndenture(excepttheRebateFundoranydefeasance escrowaccount),uponterminationoftheLeaseTerm,andafterpaymentinfullofthe Certificates(orprovisionforpaymentthereofhavingbeenmadeinaccordancewiththe provisionsofthisLeaseandtheIndenture)andfeesandexpensesoftheTrusteeinaccordance withthisLeaseandtheIndenture,shallbelongtoandbepaidtotheTownbytheTrustee,asan overpaymentofBaseRentals. TripleNetLease.ThisLeaseshallbedeemedandconstruedtobeaSection14.7 “triplenetlease”and,subjecttothepriorAppropriationrequirementshereof,theTownshallpay absolutelynetduringtheLeaseTerm,theBaseRentals,theAdditionalRentalsandallexpenses of,orotherpaymentsinrespectof,theLeasedPropertyasrequiredtobepaidbytheTownunder thisLease,forwhichaspecificAppropriationhasbeeneffectedbytheTownforsuchpurpose, freeofanydeductions,andwithoutabatement,deductionorsetoff(otherthancreditsagainst BaseRentalsexpresslyprovidedforinthisLease). ComputationofTime.Incomputingaperiodofdays,thefirstdayisSection14.8 excludedandthelastdayisincluded.IfthelastdayofanyperiodisnotaBusinessDay,the periodisextendedtoincludethenextdaywhichisaBusinessDay.Ifanumberofmonthsisto becomputedbycountingthemonthsfromaparticularday,theperiodendsonthesame numericaldayintheconcludingmonthasthedayofthemonthfromwhichthecomputationis begun,unlesstherearenotthatmanydaysintheconcludingmonth,inwhichcasetheperiod endsonthelastdayofthatmonth.Notwithstandingtheforegoing,BaseRentalsshallbe recalculatedintheeventofany prepaymentPrepayment ofBaseRentalsasprovidedinSection 6.2(b)hereof. PaymentsDueonHolidays.IfthedateformakinganypaymentortheSection14.9 lastdayforperformanceofanyactortheexercisingofanyright,asprovidedinthisLease,shall beadayotherthanaBusinessDay,suchpaymentmaybemadeoractperformedorright exercisedonthenextsucceedingBusinessDay,withthesameforceandeffectasifdoneonthe nominaldateprovidedinthisLease. Severability.ExceptfortherequirementoftheTowntopayBaseRentalsSection14.10 forwhichaspecificAppropriationhasbeeneffectedbytheTownforsuchpurposeandthe requirementoftheTrusteetoprovidequietenjoymentoftheLeasedPropertyandtoconveythe Trustee’sleaseholdinterestintheLeasedPropertytotheTownundertheconditionssetforthin Article11ofthisLease(which,ifheldinvalidorunenforceablebyanycourtofcompetent jurisdiction,mayhavetheeffectofinvalidatingorrenderingunenforceabletheotherprovisions ofthisLease),intheeventthatanyotherprovisionofthisLeaseshallbeheldinvalidor unenforceablebyanycourtofcompetentjurisdiction,suchholdingshallnotinvalidateorrender unenforceableanyotherprovisionhereof. ExecutioninCounterparts.ThisLeasemaybesimultaneouslyexecutedSection14.11 inseveralcounterparts,eachofwhichshallbeanoriginalandallofwhichshallconstitutebut oneandthesameinstrument. ApplicableLaw.ThisLeaseshallbegovernedbyandconstruedinSection14.12 accordancewiththelawoftheStateofColorado. 40 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT TheTrusteeIsIndependentoftheTown.TheTrusteeshallperformitsSection14.13 duties hereunder as an independent contractor and not as an employee of the Town.Neitherthe TrusteenoranyagentoremployeeoftheTrusteeshallbeorshallbedeemedtobeanagentor employeeoftheTown.TheTrusteeacknowledgesthattheTrusteeanditsemployeesarenot entitledtounemploymentinsurancebenefitsoftheTownunlesstheTrusteeorathirdparty otherwiseprovidessuchcoverageandthattheTowndoesnotpayfororotherwiseprovidesuch coverage.TheTrusteeshallhavenoauthorization,expressorimplied,tobindtheTowntoany agreements,liabilityorunderstandingexceptasexpresslysetforthherein.TheTrusteeshall provideandkeepinforceworkers’compensation(andprovideproofofsuchinsurancewhen requestedbytheTown)andunemploymentcompensationinsuranceintheamountsrequiredby lawandshallbesolelyresponsiblefortheactsoftheTrustee,itsemployeesandagents. GovernmentalImmunity.NotwithstandinganyotherprovisionsofthisSection14.14 Leasetothecontrary,notermorconditionofthisLeaseshallbeconstruedorinterpretedasa waiver,expressorimplied,ofanyoftheimmunities,rights,benefits,protectionsorother provisionsoftheColoradoGovernmentalImmunityAct,Section24-10-101,et.seq.,C.R.S.,as noworhereafteramended. Recitals.TheRecitalssetforthinthisLeaseareherebyincorporatedbySection14.15 thisreferenceandmadeapartofthisLease. Captions.ThecaptionsorheadingshereinareforconvenienceonlyandSection14.16 innowaydefine,limitordescribethescopeorintentofanyprovisionsorSectionsofthisLease. Trustee’sDisclaimer.Itisexpresslyunderstoodandagreedthat(a)theSection14.17 LeaseisexecutedbyUMBBank,n.a.solelyinitscapacityasTrusteeundertheIndenture,and (b)nothinghereinshallbeconstruedascreatinganyliabilityonUMBBank,n.a.otherthaninits capacityasTrusteeundertheIndenture.AllfinancialobligationsoftheTrusteeunderthisLease, exceptthoseresultingfromitswillfulmisconductornegligence,arelimitedtotheTrustEstate. ElectronicTransactions.ThepartiesheretoagreethatthetransactionsSection14.18 describedhereinmaybeconducted,andrelateddocumentsmaybestored,byelectronicmeans. Copies,telecopies,facsimiles,electronicfilesandotherreproductionsoforiginalexecuted documentsshallbedeemedtobeauthenticandvalidcounterpartsofsuchoriginaldocumentsfor allpurposes,includingthefilingofanyclaim,actionorsuitintheappropriatecourtoflaw. 41 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT INWITNESSWHEREOF,thepartieshaveexecutedthisLeasePurchaseAgreementas ofthedayandyearfirstabovewritten. TOWNOFAVON,COLORADO, asLessee UMBBANK,N.A.,solelyinitscapacityof TrusteeundertheIndenture,asLessor By:________________________________By:________________________________ RichCarroll,Mayor LeighLutz,SeniorVicePresident Attest: By:_____________________________ DebbieHoppe,TownClerk [TOWNSEAL] 42 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT STATEOFCOLORADO) )ss. TOWNOFAVON ) ) COUNTYOFEAGLE ) Theforegoinginstrumentwasacknowledgedbeforemethis____dayof_________, 2014,byRichCarrollandDebbieHoppe,asMayorandTownClerk,respectively,oftheTown ofAvon,Colorado. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: **************** STATEOFCOLORADO ) )ss. CITYANDCOUNTYOFDENVER) Theforegoinginstrumentwasacknowledgedbeforemethis_____dayof_________, 2014,byLeighLutz,asSeniorVicePresidentofUMBBank,n.a.,asTrustee. WITNESSmyhandandofficialseal. (SEAL)____________________________________ NotaryPublic Mycommissionexpires: 43 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT EXHIBITA DESCRIPTIONOFLEASEDPROPERTY TheLeasedPropertyconsistsofthe SitesSite andthepremises,buildingsand improvementslocatedthereon(withtheexceptionsnotedbelow)assetforthbelow,asamended fromtimetotime. LEGALDESCRIPTION: DescriptionoftheBuilding: Description Address Approximate BuildingSize Approximate LandSize AvonTownHall OneLakeStreet,Avon, Colorado [NEED][NEED]acres A-1 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT EXHIBITB PERMITTEDENCUMBRANCES “PermittedEncumbrances”asdefinedinSection1.2ofthisLeaseandthefollowing: Liensforadvaloremtaxesandspecialassessmentsnotthendelinquent,if(1) applicable. TheSiteLease.(2) ThisLease.(3) Allotherencumbrancesappearingofrecordonthedatehereof.(4) B-1 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT EXHIBITC BASERENTALSSCHEDULE Period Ending Principal Interest DebtService Annual DebtService BaseRentalpaymentsaredueonMay15andNovember15ofeachyearduringtheLeaseTerm. TheBaseRentalshavebeencalculatedonthebasisofa360-dayyearoftwelve30-daymonthsandany recalculationofBaseRentalsunderSection6.2(b)hereofshallbedoneonthesamebasis.IfBase RentalsarestatedtobedueonanydatethatisnotaBusinessDay,suchBaseRentalsshallbedueonthe nextdaythatisaBusinessDaywithouttheaccrualofinterestonBaseRentalsbetweensuchdates. StatementRegardingtheLeasedProperty ThedurationoftheLease,throughoutthemaximumLeaseTerm,doesnotexceedtheweighted averageusefullifeoftheLeasedPropertyand,totheextentthattheLeasedPropertyconstitutesitemsof personalproperty,suchitemsareconsideredpaidfromthefirstBaseRentalsdescribedabove. C-1 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT EXHIBITD FORMOFNOTICEOFLEASERENEWAL To:UMBBank,n.a.,asTrustee Attention:GlobalCorporateTrustServices TheundersignedistheTownRepresentativeoftheTownofAvon,Colorado(the “Town”).TheTownisthelesseeunderthatcertainLeasePurchaseAgreement,datedasof [________],2014(the“Lease”),betweentheTownandUMBBank,n.a.,solelyinitscapacityof TrusteeundertheIndenture,asthelessorthereunder.Iamfamiliarwiththefactshereincertified andamauthorizedandqualifiedtocertifythesame.Theundersignedherebystatesandcertifies: theTownhaseffectedorintendstoeffectonatimelybasisan(a) AppropriationfortheensuingFiscalYearwhichincludes(1)sufficientamounts authorizedanddirectedtobeusedtopayalltheBaseRentalsand(2)sufficientamounts topaysuchAdditionalRentalsasareestimatedtobecomedue,allasfurtherprovidedin Sections6.2,6.3and6.4oftheLease,whereupon,theLeaseshallberenewedforthe ensuingFiscalYear; Initial or theTownhasdeterminednottorenewtheLeasefortheensuingFiscal(b) Year. Initial TOWNOFAVON,COLORADO By: TownRepresentative D-1 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT DocumentcomparisonbyWorkshareCompareonThursday,October09,2014 7:36:14AM Input: Document1ID interwovenSite://RDG-DMS/ButlerSnow/22116220/1 Description #22116220v1<ButlerSnow>-LeaseAgreement Document2ID interwovenSite://RDG-DMS/ButlerSnow/23017393/1 Description #23017393v1<ButlerSnow>-LeaseAgreementv2 Renderingset Standard Legend: Insertion Deletion Movedfrom Movedto Stylechange Formatchange Moveddeletion Insertedcell Deletedcell Movedcell Split/Mergedcell Paddingcell Statistics: Count Insertions 124 Deletions 132 Movedfrom 0 Movedto 0 Stylechange 0 Formatchanged 0 Totalchanges 256 ATTACHMENT C: FORM OF LEASE PURCHASE AGREEMENT INDENTUREOFTRUST DATEDASOFNOVEMBER18,2014 BY UMBBANK,N.A., AsTrustee ATTACHMENT D: INDENTURE OF TRUST ThisTableofContentsisnotapartofthisIndentureandisonlyforconvenienceofreference TABLEOFCONTENTS Page ARTICLE1DEFINITIONS 3 Section1.01CertainFundsandAccounts.3 Section1.02Definitions.3 ARTICLE2THECERTIFICATES 98 Section2.01AmountoftheCertificates;NatureoftheCertificates.98 Section2.02Forms,Denominations,MaturitiesandOtherTermsofCertificates.98 Section2.03Execution;GlobalBook-EntrySystem.109 Section2.04DeliveryofCertificates.1211 Section2.05Mutilated,Lost,StolenorDestroyedCertificates.1211 Section2.06RegistrationofCertificates;PersonsTreatedasOwners;Transferand ExchangeofCertificates.1311 Section2.07CancellationofCertificates.1312 Section2.08AdditionalCertificates.1412 Section2.09UniformCommercialCode.1514 ARTICLE3REVENUESANDFUNDS 1615 Section3.01SegregationandDispositionofProceedsofCertificates.1615 Section3.02ApplicationofRevenuesandOtherMoneys.1615 Section3.03BaseRentalsFund.1615 Section3.04Reserved.1615 Section3.05RebateFund.1615 Section3.06CostsofExecutionandDeliveryFund.1716 Section3.07Reserved.1817 Section3.08MoneystobeHeldinTrust.1817 Section3.09NonpresentmentofCertificates.1817 Section3.10RepaymenttotheTownfromtheTrustee.1817 ARTICLE4REDEMPTIONOFCERTIFICATES 1918 Section4.01OptionalRedemption.1918 Section4.02MandatorySinkingFundRedemption.1918 Section4.03ExtraordinaryMandatoryRedemption.2019 Section4.04PartialRedemption.2120 Section4.05NoticeofRedemption.2120 Section4.06RedemptionPayments.2221 ARTICLE5INVESTMENTS 2322 Section5.01InvestmentofMoneys.2322 Section5.02MethodofValuationandFrequencyofValuation.2423 ARTICLE6DEFEASANCEANDDISCHARGE 2524 Section6.01DefeasanceandDischarge.2524 ATTACHMENT D: INDENTURE OF TRUST ARTICLE7EVENTSOFINDENTUREDEFAULTANDREMEDIES 2726 Section7.01EventsofIndentureDefaultDefined.2726 Section7.02Remedies 2726 Section7.03LegalProceedingsbyTrustee.2726 Section7.04DiscontinuanceofProceedingsbyTrustee.2827 Section7.05OwnersofCertificatesMayDirectProceedings.2827 Section7.06LimitationsonActionsbyOwnersofCertificates.2827 Section7.07TrusteeMayEnforceRightsWithoutPossessionofCertificates.2928 Section7.08RemediesNotExclusive.2928 Section7.09DelaysandOmissionsNottoImpairRights.2928 Section7.10ApplicationofMoneysinEventofIndentureDefault.2928 ARTICLE8CONCERNINGTHETRUSTEE 3029 Section8.01DutiesoftheTrustee.3029 Section8.02LiabilityofTrustee;Trustee’sUseofAgents.3029 Section8.03RepresentationsandCovenantsofTrustee.3231 Section8.04Compensation.3332 Section8.05NoticeofDefault;RighttoInvestigate.3332 Section8.06ObligationtoActonDefaults.3433 Section8.07RelianceonRequisition,etc.3433 Section8.08TrusteeMayOwnCertificates.3433 Section8.09ConstructionofAmbiguousProvisions.3433 Section8.10ResignationofTrustee.3433 Section8.11RemovalofTrustee.3534 Section8.12AppointmentofSuccessorTrustee.3534 Section8.13QualificationofSuccessor.3534 Section8.14InstrumentsofSuccession.3534 Section8.15MergerofTrustee.3635 Section8.16InterventionbyTrustee.3635 Section8.17BooksandRecordoftheTrustee;TrusteeRecordKeeping.3635 Section8.18EnvironmentalMatters.3635 ARTICLE9SUPPLEMENTALINDENTURESANDAMENDMENTSOFTHELEASE ANDSITELEASE 3736 Section9.01SupplementalIndenturesandAmendmentsNotRequiringCertificate Owners’Consent.3736 Section9.02SupplementalIndenturesandAmendmentsRequiringCertificateOwners’ Consent.3736 Section9.03AmendmentoftheLeaseandtheSiteLease.3837 ARTICLE10MISCELLANEOUS 4039 Section10.01EvidenceofSignatureofOwnersandOwnershipofCertificates.4039 Section10.02InspectionoftheLeasedProperty.4039 Section10.03PartiesInterestedHerein.4039 Section10.04Titles,Headings,Etc.4140 Section10.05Severability.4140 2 ATTACHMENT D: INDENTURE OF TRUST Section10.06GoverningLaw.4140 Section10.07ExecutioninCounterparts.4140 Section10.08Notices.4140 Section10.09SuccessorsandAssigns.4140 Section10.10ConsentandNoticetotheInitialPurchaser.4140 Section10.11PaymentsDueonSaturdays,SundaysandHolidays.4241 Section10.12ElectronicStorage.4241 EXHIBITA-FORMOFCERTIFICATE A-1 3 ATTACHMENT D: INDENTURE OF TRUST INDENTUREOFTRUST THISINDENTUREOFTRUST datedasofNovember18,2014(this“Indenture”),is executedanddeliveredby UMBBANK,N.A.,anationalbankingassociationdulyorganizedand existingunderthelawsoftheUnitedStatesofAmerica,astrustee(the“Trustee”)forthebenefit oftheOwnersoftheCertificatesassetforthinthisIndenture. PREFACE AllcapitalizedtermsusedhereinwillhavethemeaningsascribedtotheminArticle1of thisIndenture. RECITALS 1.ThisIndentureisbeingexecutedanddeliveredtoprovidefortheexecution, deliveryandpaymentofandsecurityfortheCertificates,theproceedsofwhichwillbeusedto financetheProject.TheCertificatesevidenceundividedinterestsintherighttoreceive RevenuesundertheLease. 2.PursuanttotheLease,andsubjecttotherightsoftheTowntonotappropriatethe BaseRentalsandAdditionalRentalsthereunderand,therefore,tonotrenewandtoterminatethe Leaseandotherlimitationsasthereinprovided,theTownistopaycertainBaseRentalsdirectly totheTrustee,forthebenefitoftheOwnersoftheCertificates,inconsiderationoftheTown’s righttopossessandusetheLeasedProperty. 3.TheTrusteehasenteredintothisIndentureforandonbehalfoftheOwnersofthe CertificatesandtheTrusteewillholdtheRevenuesandtheLeasedPropertyandwillexercisethe Trustee’srightsundertheSiteLeaseandtheLeasefortheequalandproportionatebenefitofthe OwnersoftheCertificatesasdescribedherein,andwilldisbursemoneyreceivedbytheTrustee inaccordancewiththisIndenture. 4.TheproceedsfromthesaleoftheCertificatestotheOwnerswillbedisbursedby theTrusteetoimplementtheProjectasdescribedhereinandintheLeaseandforotherpurposes setforthherein. NOW,THEREFORE,THISINDENTUREWITNESSETH,thattheTrustee,in considerationofthepremises,thepurchaseoftheCertificatesbytheOwnersandothergoodand valuableconsideration,thereceiptandsufficiencyofwhichareherebyacknowledged,inorderto securethepaymentoftheprincipalof,premium,ifany,andinterestontheCertificatesandall otheramountspayabletotheOwnerswithrespecttotheCertificates,tosecuretheperformance andobservanceofallthecovenantsandconditionssetforthintheCertificatesandtheIndenture, andtodeclarethetermsandconditionsuponandsubjecttowhichtheCertificatesareexecuted, deliveredandsecured,hasexecutedanddeliveredthisIndentureandhasgranted,assigned, pledged,bargained,sold,alienated,remised,released,conveyed,setoverandconfirmed,andby thesepresentsdoesgrant,assign,pledge,bargain,sell,alienate,remise,release,convey,setover 1 ATTACHMENT D: INDENTURE OF TRUST andconfirm,intrustuponthetermssetforthhereinallandsingularthefollowingdescribed property,franchisesandincome,includinganytitleorinterestthereinacquiredafterthese presents,allandsingularthefollowingdescribedproperty,franchisesandincome,includingany titlethereinacquiredafterthesepresents(collectively,the“TrustEstate”): allrights,titleandinterestoftheTrusteein,toandundertheSiteLease(a) andtheLeaserelatingtotheLeasedProperty,subjecttoPermittedEncumbrances(other thantheTrustee’srightstopaymentofitsfeesandexpensesundertheSiteLeaseandthe LeaseandtherightsofthirdpartiestoAdditionalRentalspayabletothemunderthe Lease); allRevenuesandanyotherreceiptsreceivablebyoronbehalfofthe(b) TrusteepursuanttotheLease,includingwithoutlimitation,allBaseRentals, Prepayments,thePurchaseOptionPriceandNetProceeds; allmoneyandsecuritiesfromtimetotimeheldbytheTrusteeunderthis(c) IndentureintheBaseRentalsFundandtheCostsofExecutionandDeliveryFund(but nottheRebateFundoranydefeasanceescrowfundoraccount),anyandallother property,revenuesorfundsfromtimetotimehereafterbydeliveryorbywritingofany kindspeciallygranted,assignedorpledgedasandforadditionalsecurityhereunder,by anypersoninfavoroftheTrustee,whichshallacceptanyandallsuchpropertyandhold andapplythesamesubjecttothetermshereof. TO HAVE AND TOHOLDINTRUST,NEVERTHELESS,theTrustEstateforthe equalandratablebenefitandsecurityofallOwnersoftheCertificates,withoutpreference, priorityordistinctionastolienorotherwiseofanyoneCertificateoveranyotherCertificate uponthetermsandsubjecttotheconditionshereinaftersetforth. PROVIDED,HOWEVER,thatiftheprincipaloftheCertificates,thepremium,ifany, andtheinterestdueortobecomeduethereon,shallbepaidatthetimesandinthemanner mentionedintheCertificates,accordingtothetrueintentandmeaningthereof,andifthereare paidtotheTrusteeallsumsofmoneydueortobecomeduetotheTrusteeinaccordancewiththe termsandprovisionshereof,then,uponsuchfinalpayments,thisIndentureandtherightshereby grantedshallcease,terminateandbevoid;otherwisethisIndentureshallbeandremaininfull forceandeffect. THISINDENTUREFURTHERWITNESSETHanditisexpresslydeclared,thatall Certificatesaretobeexecutedanddeliveredandallsaidproperty,rights,interests,revenuesand receiptsherebypledgedaretobedealtwithanddisposedofunder,uponandsubjecttotheterms, conditions,stipulations,covenants,agreements,trusts,usesandpurposesashereinafter expressed,andtheTrusteehasagreedandcovenanted,anddoesherebyagreeandcovenant,for thebenefitoftheOwners,asfollows: 2 ATTACHMENT D: INDENTURE OF TRUST ARTICLE1 DEFINITIONS CertainFundsandAccounts.AllreferenceshereintoanyFundsandSection1.01 AccountsshallmeantheFundsandAccountssodesignatedwhichareestablishedpursuantto Article3hereof. Definitions.AllcapitalizedtermsdefinedinArticle1oftheLeaseshallSection1.02 havethesamemeaninginthisIndenture.Inaddition,thefollowingcapitalizedtermsshallhave thefollowingmeaningsunderthisIndenture,provided,however,thatintheeventofany inconsistency,anytermdefinedbelowshallhavethemeaningascribedtoitintheLease: “AdditionalCertificates”meansAdditionalCertificateswhichmaybeexecutedand deliveredpursuanttothisIndenture. “AdditionalRentals”meansthepaymentorcostofall: (i)reasonableexpensesandfeesoftheTrusteerelatedtotheperformance(a) ordischargeofitsresponsibilitiesundertheprovisionsoftheLease,theSiteLeaseorthis Indenture,includingthereasonablefeesandexpensesofanypersonorfirmemployedby theTowntomakerebatecalculationsundertheprovisionsofSection3.05ofthis IndentureandtheexpensesoftheTrusteeinrespectofanypolicyofinsuranceorsurety bondobtainedinrespectoftheCertificatesexecutedanddeliveredwithrespecttothe Lease,(ii)thecostofinsurancepremiumsandinsurancedeductibleamountsunderany insurancepolicyreasonablydeemednecessarybytheTrusteetoprotecttheTrusteefrom anyliabilityundertheLease,andapprovedbytheTownRepresentative,whichapproval shallnotbeunreasonablywithheld,(iii)reasonablelegalfeesandexpensesincurredby theTrusteetodefendtheTrustEstateortheTrusteefromandagainstanylegalclaims, and(iv)reasonableexpensesandfeesoftheTrusteeincurredattherequestoftheTown Representative; taxes,assessments,insurancepremiums,utilitycharges,maintenance,(b) upkeep,repairandreplacementwithrespecttotheLeasedPropertyandasotherwise requiredundertheLease; paymentsintotheRebateFundfor rebatepaymentsasprovidedinthe(c) Lease;and allotherchargesandcosts(togetherwithallinterestandpenaltiesthat(d) mayaccruethereonintheeventthattheTownshallfailtopaythesame,asspecifically setforthintheLease)whichtheTownagreestoassumeorpayasAdditionalRentals undertheLease. AdditionalRentalsshallnotincludeBaseRentals. “Approval of Special Counsel”means an opinion of Special Counsel to the effect that the matter proposed will not adversely affect the excludability from gross income for federal income taxpurposesofthe InterestPortionoftheBaseRentalspaidbytheTownundertheLease. 3 ATTACHMENT D: INDENTURE OF TRUST “AuthorizedDenominations”means$5,000orintegralmultiplesof$5,000. “BaseRentals”meanstherentalpaymentspayablebytheTownduringtheLeaseTerm, whichconstitutepaymentspayablebytheTownforandinconsiderationoftherighttopossess andusetheLeasedPropertyassetforthinExhibit C (BaseRentalsSchedule)oftheLease.Base RentalsdoesnotincludeAdditionalRentals. “BaseRentalsFund”meansthefundcreatedunderSection3.03hereof. “BeneficialOwners”meansanypersonforwhichaDTCParticipantacquiresaninterest inCertificates. “BusinessDay”meansanyday,otherthanaSaturday,Sundayorlegalholidayoraday (a)onwhichbankslocatedinDenver,Coloradoarerequiredorauthorizedbylaworexecutive ordertocloseor(b)onwhichtheFederalReserveSystemisclosed. “Cede&Co.”meansDTC’snomineeoranynewnomineeofDTC. “Certificates”meansthe“meansthe“CertificatesofParticipation,Series2014B, EvidencingProportionateInterestsintheBaseRentalsandotherRevenuesunderanannually renewableLeasePurchaseAgreementdatedasofNovember18,2014,betweenUMBBank,n.a., solelyinitscapacityastrusteeundertheIndenture,aslessor,andtheTownofAvon,Colorado, aslessee”datedasoftheirdateofdelivery,executedanddeliveredpursuanttothisIndenture. “Charter”meansthehomerulecharteroftheTown,andanyamendmentsor supplementsthereto. “Closing”meansthedateofexecutionanddeliveryoftheCertificates. “CostsofExecutionandDelivery”meansallitemsofexpensedirectlyorindirectly payablebytheTrusteerelatedtotheauthorization,executionanddeliveryoftheSiteLeaseand theLeaseandrelatedtotheauthorization,sale,executionanddeliveryoftheCertificatesandto bepaidfromtheCostsofExecutionandDeliveryFund,includingbutnotlimitedto,survey costs,titleinsurancepremiums,closingcostsandothercostsrelatingtotheleasingoftheLeased PropertyundertheSiteLeaseandtheLease,costsofpreparationandreproductionofdocuments, costsofprintingtheCertificates,initialfeesandchargesoftheTrusteeandPayingAgent,legal feesandcharges,includingfeesandexpensesofBondCounsel,andCounseltotheTrustee,fees anddisbursementsofprofessionals,feesandchargesforpreparation,executionandsafekeeping oftheCertificates,andanyothercost,chargeorfeeinconnectionwiththeoriginalsaleandthe executionanddeliveryoftheCertificates;provided,however,thatAdditionalRentalsshallnot beCostsofExecutionandDeliveryoftheCertificatesandaretobepaidbytheTownas providedintheLease. “CostsofExecutionandDeliveryFund”meansthefundcreatedunderSection3.06 hereof. “CRS”meansColoradoRevisedStatutes. 4 ATTACHMENT D: INDENTURE OF TRUST “Council”meanstheTownCounciloftheTownoranysuccessortoitsfunctions. “Depository”meansanysecuritiesdepositoryastheTrusteemayprovideandappoint pursuanttoSection2.03hereof,inaccordancewiththencurrentguidelinesoftheSecuritiesand ExchangeCommission,whichshallactassecuritiesdepositoryfortheCertificates. “DTC”meanstheDepositoryTrustCompany,NewYork,NewYork,anditssuccessors andassigns. “DTCParticipant(s)”meansanybroker-dealer,bankorotherfinancialinstitutionfrom timetotimeforwhichDTCholdsCertificatesasDepository. “Event(s)ofIndentureDefault”meansthosedefaultsspecifiedinSection7.01ofthis Indenture. “ExtraordinaryMandatoryRedemption”meansanyredemptionmadepursuanttoSection 4.03hereof. “FederalSecurities”meansnon-callablebills,certificatesofindebtedness,notesorbonds whicharedirectobligationsof,ortheprincipalofandinterestonwhichareunconditionally guaranteedby,theUnitedStatesofAmerica. “FinanceDirector”meanstheFinanceDirectoroftheTownorhisorhersuccessorin functions,ifany. “FiscalYear”meanstheTown’sfiscalyear,whichbeginsonJanuary1ofeachcalendar yearandendsonDecember31of suchthe same calendaryear,oranyothertwelvemonthperiod whichtheTownorotherappropriateauthorityhereaftermayestablishastheTown’sfiscalyear. “Indenture”meansthisIndentureofTrustdatedasofNovember18,2014,executedand deliveredbytheTrusteeasthesamemaybehereafteramendedorsupplemented. “InitialPurchaser”meansUMBBank,n.a.,anditssuccessorsandassigns,astheinitial purchaserandOwneroftheCertificates. “InterestPaymentDate”means,inrespectoftheCertificates,eachJune1andDecember 1,commencingDecember1,2014. “Lease”meanstheLeasePurchaseAgreementdatedasofNovember18,2014,between theTrustee,aslessor,andtheTown,aslessee,asthesamemaybeamended. “LeasedProperty”meanstheSiteandthepremises,buildingsandimprovementssituated thereon,includingallfixturesattachedthereto,asmoreparticularlydescribedin Exhibit A tothe Lease,togetherwithanyandalladditionsandmodificationstheretoandreplacementsthereof, including,withoutlimitation,theeasements,rightsofway,covenantsandotherrightssetforthin thedocumentslistedon ExhibitB attachedthereto,andanyNewFacility. “Mayor”meanstheMayoroftheTown,orhisorhersuccessorinduties. 5 ATTACHMENT D: INDENTURE OF TRUST “New Facility”means any real property,buildings or equipment leased by the Town to the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant to a future amendment to the Lease in connection with the issuance of AdditionalCertificates. “OptionalRedemption”meansanyredemptionmadepursuanttoSection4.01hereof and asprovidedintheformoftheCertificatesetforthin ExhibitA hereto. “OptionalRedemptionDate”meansthedateofredemptionof the Certificatesupon the prepaymentPrepayment ofBaseRentalsorthepaymentofthePurchaseOptionPriceunderthe Lease. “Outstanding”means,withrespecttotheCertificates,allCertificatesexecutedand deliveredpursuanttothisIndentureasofthetimeinquestion,except: (a)AllCertificatestheretoforecanceledorrequiredtobecanceledunderSection2.07 ofthisIndenture; (b)CertificatesinsubstitutionforwhichotherCertificateshavebeenexecutedand deliveredunderSection2.05or2.06ofthisIndenture; (c)CertificateswhichhavebeenredeemedasprovidedinArticle4ofthisIndenture; (d)Certificatesforthepaymentorredemptionofwhichprovisionhasbeenmadein accordancewithArticle6ofthisIndenture;providedthat,ifsuchCertificatesarebeing redeemed,therequirednoticeofredemptionhasbeengivenorprovisionsatisfactorytothe Trusteehasbeenmadetherefor;and (e)CertificatesdeemedtohavebeenpaidpursuanttoSection6.01ofthisIndenture. “Owners”meanstheregisteredownersofanyCertificatesandBeneficialOwners. “PayingAgent”meanstheTrusteeoranysuccessororadditionalpayingagentappointed pursuanttothisIndenture. “PermittedInvestments”meansthoseinvestmentstheTownisauthorizedtoenterinto undertheCharterandthelawsoftheStateofColorado. “Project”means,to the extent financed with the proceeds of the Certificates,the construction,renovation,equippingandinstallingofstreetimprovementsoftheTown,the cost ofwhichispaidorreimbursedfromaportionof theproceedsoftheCertificates. “Project Costs”shall be deemed to include payment of or reimbursement for the followingitemswithrespecttotheProject: (a)any costs paid or incurred for the acquisition of any real estate acquired as partoftheProject; 6 ATTACHMENT D: INDENTURE OF TRUST (b)obligations paid or incurred for labor,materials,and equipment in connectionwiththeconstruction,acquisition,installationandequippingoftheProject; (c)the cost of performance and payment bonds and of insurance of all kinds (including,without limitation,title insurance)that may be necessary or appropriate in connection withtheProject; (d)the costs of engineering and architectural services including obligations incurred or assumed for preliminary design and development work,test borings,surveys, estimatesandplansandspecifications; (e)administrative costs related to the Project incurred prior to the completion date,including supervision of the construction,acquisition,installation and equipping as well as the performance of all of the other duties required by or consequent upon the construction, acquisition,installation and equipping of the Project,including,without limitation,costs of preparing and securing all Project contracts,permits,architectural fees,legal fees and expenses, appraisal fees,independent inspection fees,engineering fees,auditing fees and advertising expensesinconnectionwiththeProject; (f)costs incurred in connection with the Certificates,including the initial compensation and expenses of the Trustee prior to the completion date,any fees and expenses of the Town prior to the completion date,legal fees and expenses,accounting fees and expenses, costsofpublication,printingandengraving,andrecordingandfilingfees; (g)all costs which shall be required to be paid under the terms of any contract relatingtotheProject;and (h)all other costs which are considered to be a part of the costs of the Project in accordance with generally accepted accounting principles and which will not adversely affect the exclusion from gross income for Federal income tax purposes of the designated interest component of Base Rentals payable by the Town under the Lease and assigned pursuant to the Indenture. “RebateFund”meansthefundcreatedunderSection3.05hereof. “RegularRecordDate”meansthecloseofbusinessonthe15th dayofthecalendarmonth immediately precedingthe month in which an InterestPaymentDate occurs(or the Business Day immediatelyprecedingsuch15th day,ifsuch15th dayisnotaBusinessDay). “Revenues”means(a)allamountspayablebyoronbehalfoftheTownorwithrespectto theLeasedPropertypursuanttotheLeaseincluding,butnotlimitedto,allBaseRentals,the PurchaseOptionPriceandNetProceeds,butnotincludingAdditionalRentals;(b)anyportionof theproceedsoftheCertificatesdepositedintotheBaseRentalsFundcreatedunderthis Indenture;and(c)anymoneysandsecurities,includinginvestmentincome,heldbytheTrustee intheFundsandAccountsestablishedunderthisIndenture(exceptformoneysandsecurities heldintheRebateFundoranydefeasanceescrowaccount). 7 ATTACHMENT D: INDENTURE OF TRUST “Site”meanstherealpropertyownedbytheTownandleasedbytheTowntotheTrustee undertheSiteLeaseandsubleasedbytheTrusteetotheTownundertheLease,thelegal descriptionsofwhicharesetforthin Exhibit A totheLease,oranamendmentorsupplement thereto. “SiteLease”meanstheSiteLeaseAgreement,datedasofNovember18,2014,between theTown,aslessor,andtheTrustee,aslessee,asthesamemayhereafterbeamended. “SpecialCounsel”meansanycounselexperiencedinmattersofmunicipallawandlisted inthelistofmunicipalbondattorneys,aspublishedsemiannuallyby TheBondBuyer,orany successorpublication.SolongastheLeaseTermisineffect,theTownshallhavetherightto selectSpecialCounsel. “SupplementalAct”meanstheSupplementalPublicSecuritiesAct,constitutingTitle11, Article57,Part2,C.R.S. “TaxCertificate”meanstheTaxCertificateenteredintobytheTownwithrespecttothe Lease. “TaxCode”meanstheInternalRevenueCodeof1986,asamended,andallregulations andrulingspromulgatedthereunder. “Town”meanstheTownofAvon,Colorado. “Town Manager”means the Town Manager of the Town or his or her successor in function. “TownRepresentative”meanstheMayor,theTownManager,theFinanceDirectoror suchotherpersonatthetimedesignatedtoactonbehalfoftheTownforthepurposeof performinganyactundertheLease,theSiteLeaseorthisIndenturebyawrittencertificate furnishedtotheTrusteecontainingthespecimensignatureofsuchpersonorpersonsandsigned onbehalfoftheTownbytheMayor. “TrustEstate”meansallofthepropertyplacedintrustbytheTrusteepursuanttothe GrantingClauseshereof. “Trustee”meansUMBBank,n.a.,solely in its capacity asTrusteeunderthisIndenture forthebenefitoftheOwnersoftheCertificatesandanyAdditionalCertificates,andits successorsandassigns. 8 ATTACHMENT D: INDENTURE OF TRUST ARTICLE2 THECERTIFICATES AmountoftheCertificates;NatureoftheCertificates.ExceptasSection2.01 providedinSection2.08hereof,theaggregateoriginalprincipalamountofCertificatesthatmay beexecutedanddeliveredpursuanttothisIndentureshallbe$[[____]].TheCertificatesshall constituteproportionateinterestsintheTrustee’srighttoreceivetheBaseRentalsunderthe LeaseandotherRevenues.TheCertificatesshallconstituteacontractbetweentheTrusteeand theOwners.InnoeventshallanydecisionbytheCouncilnottoappropriateanyamounts payableundertheLeasebeconstruedtoconstituteanactionimpairingsuchcontract. The Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other revenues.In no event shall any decision by the Town Council not to appropriate any amounts payable under the Lease be construed to constitute an actionimpairingsuchcontract. TheCertificatesshallnotconstituteamandatorychargeorrequirementoftheTownin anyensuingFiscalYearbeyondthecurrentFiscalYear,andshallnotconstituteorgiverisetoa generalobligationorotherindebtednessoftheTownoramultiplefiscalyeardirectorindirect debtorotherfinancialobligationwhatsoeveroftheTown,withinthemeaningofany constitutional,homerulecharterorstatutorydebtprovisionorlimitation.Noprovisionofthe Certificatesshallbeconstruedorinterpretedascreatingadelegationofgovernmentalpowersnor asadonationbyoralendingofthecreditoftheTownwithinthemeaningofSections1or2of ArticleXIoftheColoradoConstitution.TheexecutionanddeliveryoftheCertificatesshallnot directlyorindirectlyobligatetheTowntorenewtheLeasefromFiscalYeartoFiscalYearorto makeanypaymentsbeyondthoseappropriatedfortheTown’sthencurrentFiscalYear. Forms,Denominations,MaturitiesandOtherTermsofCertificates.Section2.02 TheCertificatesshallbeinsubstantiallytheformattachedheretoasExhibitAandallprovisions andtermsoftheCertificatessetforththereinareincorporatedinthisIndenture. TheCertificatesshallbeexecutedanddeliveredinfullyregisteredform,in Authorized Denominations not exceeding the aggregate principal amount stated to mature on any given date. The Certificates shall initially be issued as one Certificate,and shall bebe numbered consecutively in such manner as the Trustee shall determine;provided that while the Certificates are held by the Initial Purchaser,there shall be one certificate registeredinthenameoftheInitial Purchaser,or theInitialPurchaser’sa designee. TheCertificatesareexecutedanddeliveredundertheauthorityoftheSupplementalAct andshallsorecite.PursuanttoSection11-57-210oftheSupplementalAct,suchrecitalshallbe conclusiveevidenceofthevalidityandtheregularityoftheexecutionanddeliveryofthe Certificatesaftertheirdeliveryforvalue. TheCertificatesshallbedatedNovember18,2014,shallmatureonDecember1,20[__], andshallbearinterestatarateof[___]%. 9 ATTACHMENT D: INDENTURE OF TRUST TheCertificatesshallbearinterestfromtheirdatetomaturityorpriorredemptionatthe ratesperannumsetforthabove,payableoneachInterestPaymentDateandcalculatedonthe basisofa360-dayyearoftwelve30-daymonths. Thepaymentofprincipal,premium,ifany,andinterestrepresentedbytheCertificates shallbemadeinlawfulmoneyoftheUnitedStatesofAmerica. TheCertificatesshallbesubjecttoredemptionpriortomaturity,allasprovidedinArticle 4hereof. ExceptfortheInitialPurchaseroranyCertificatesforwhichDTCisactingasDepository orforanOwnerof$1,000,000ormoreinaggregateprincipalamountofCertificates,the principalof,premium,ifany,andinterestonallCertificatesshallbepayabletotheOwner thereofatitsaddresslastappearingontheregistrationbooksmaintainedbytheTrustee.Inthe caseofanyCertificatesforwhichDTCisactingasDepository,theprincipalof,premium,ifany, andinterestonsuchCertificatesshallbepayableasdirectedinwritingbytheDepository.Inthe caseofanOwnerof$1,000,000ormoreinaggregateprincipalamountofCertificates,the principalof,premium,ifany,andinterestonsuchCertificatesshallbepayablebywiretransfer offundstoabankaccountdesignatedbytheCertificateOwnerinwritteninstructionstothe Trustee. InterestshallbepaidtotheOwnerofeachCertificate,asshownontheregistrationbooks keptbytheTrustee,asofthecloseofbusinessontheRegularRecordDate,irrespectiveofany transferofownershipofCertificatessubsequenttotheRegularRecordDateandpriortosuch InterestPaymentDate,oronaspecialrecorddate,whichshallbefixedbytheTrusteeforsuch purpose,irrespectiveofanytransferofownershipofCertificatessubsequenttosuchspecial recorddateandpriortothedatefixedbytheTrusteeforthepaymentofsuchinterest.Noticeof thespecialrecorddateandofthedatefixedforthepaymentofsuchinterestshallbegivenby providingacopythereof by electronic means or byfirstclassmailpostageprepaidatleastten (10)dayspriortothespecialrecorddate,totheOwnerofeachCertificateuponwhichinterest willbepaid,determinedasofthecloseofbusinessonthedayprecedingthegivingofsuch notice. Execution;GlobalBook-EntrySystem.EachCertificateshallbeSection2.03 executedwiththemanualsignatureofadulyauthorizedrepresentativeoftheTrustee.Itshall notbenecessarythatthesameauthorizedrepresentativeoftheTrusteesignalloftheCertificates executedanddeliveredhereunder.IncaseanyauthorizedrepresentativeoftheTrusteewhose signatureappearsontheCertificatesceasestobesuchrepresentativebeforedeliveryofthe Certificates,suchsignatureshallneverthelessbevalidandsufficientforallpurposes,thesameas ifsuchauthorizedrepresentativehadremainedassuchauthorizedrepresentativeuntildelivery. NoCertificateshallbevalidorobligatoryforanypurposeorentitledtoanysecurityor benefithereunderunlessanduntilexecutedinthemannerprescribedbythisSection,andsuch executionofanyCertificateshallbeconclusiveevidencethatsuchCertificatehasbeenproperly executedanddeliveredhereunder. 10 ATTACHMENT D: INDENTURE OF TRUST TheCertificatesshallinitiallyberegisteredinthenameoftheInitialPurchaser,orits designee.However,uponrequestoftheOwnersoftheCertificates,DTCmayactasDepository foranyCertificates.TheCertificatesforwhichDTCisactingasDepositoryshallbeexecuted anddeliveredassetforthhereinwithaseparatefullyregisteredcertificate(inprintedor type-writtenform)foreachofthematuritiesbearinginterestatthesameinterestrateofthe Certificates.OwnershipofanyCertificatesforwhichDTCisactingasDepositoryshallbe registeredintheregistrationbookskeptbytheTrustee,inthenameofCede&Co.,asthe nomineeofDTCorsuchothernomineeasDTCshallappointinwriting. UponrequestoftheOwnersoftheCertificates,theTrusteeisherebyauthorizedtotake anyandallactionsasmaybenecessaryandnotinconsistentwiththisIndentureinorderto qualifyanyCertificatesfortheDepository’sbook-entrysystem,includingtheexecutionofthe Depository’sformofRepresentationLetter. WithrespecttoanyCertificateswhichshallormayberegisteredintheregistrationbooks keptbytheTrusteeinthenameofCede&Co.,asnomineeofDTC,theTrusteeshallnothave anyresponsibilityorobligationtoanyDTCParticipantsortoanyBeneficialOwners.Without limitingtheimmediatelyprecedingsentence,theTrusteeshallnothaveanyresponsibilityor obligationwithrespectto(a)theaccuracyoftherecordsofDTC,Cede&Co.oranyDTC ParticipantwithrespecttoanyownershipinterestintheCertificates,(b)thedeliverytoanyDTC Participant,anyBeneficialOwneroranyotherperson,otherthanDTC,ofanynoticewith respecttotheCertificates,includinganynoticeofredemption,or(c)thepaymenttoanyDTC Participant,anyBeneficialOwneroranyotherperson,otherthanDTC,ofanyamountwith respecttotheprincipalofandpremium,ifany,orinterestontheCertificates;exceptthatsolong asanyCertificateisregisteredinthenameofCede&Co.,asnomineeofDTC,anyBeneficial Ownerof$1,000,000ormoreinaggregateprincipalamountofCertificateswhohasfileda writtenrequesttoreceivenotices,containingsuchBeneficialOwner’snameandaddress,with theTrusteeshallbeprovidedwithallnoticesrelatingtosuchCertificatesbytheTrustee. Exceptassetforthabove,theTrusteemaytreatasanddeemDTCtobetheabsolute OwnerofeachCertificateforwhichDTCisactingasDepositoryforallpurposes,including paymentoftheprincipalofandpremiumandinterestonsuchCertificate,givingnoticesof redemptionandregisteringtransferswithrespecttosuchCertificates.TheTrusteeshallpayall principalofandinterestontheCertificatesonlytoorupontheorderoftheOwnersasshownon theregistrationbookskeptbytheTrusteeortheirrespectiveattorneysdulyauthorizedinwriting andallsuchpaymentsshallbevalidandeffectivetofullysatisfyanddischargetheobligations withrespecttotheprincipalofandinterestontheCertificatestotheextentofthesumorsumsso paid. NopersonotherthananOwner,asshownontheregistrationbookskeptbytheTrustee, shallreceiveaCertificate.UpondeliverybyDTCtotheBeneficialOwnerandtheTrustee,a writtennoticetotheeffectthatDTChasdeterminedtosubstituteanewnomineeinplaceof Cede&Co.,andsubjecttothetransferprovisionsinSection2.06hereof,referencesto“Cede& Co.”inthisSectionshallrefertosuchnewnomineeofDTC. DTCmaydeterminetodiscontinueprovidingitsserviceswithrespecttoanyCertificates atanytimeaftergivingwrittennoticetotheTrusteeanddischargingitsresponsibilitieswith 11 ATTACHMENT D: INDENTURE OF TRUST respecttheretounderapplicablelaw.TheTrustee,uponthewrittendirectionoftheTown,may terminatetheservicesofDTCwithrespecttoanyCertificatesifitdeterminesthatDTCisunable todischargeitsresponsibilitieswithrespecttosuchCertificatesorthatcontinuationofthe systemofbook-entrytransfersthroughDTCisnotinthebestinterestsoftheBeneficialOwners, andtheTrusteeshallprovidenoticeofsuchterminationtotheTrustee. UpontheterminationoftheservicesofDTCasprovidedinthepreviousparagraph,andif nosubstituteDepositorywillingtoundertakethefunctionsofDTCinrespectoftheCertificates canbefoundwhich,intheopinionoftheTowniswillingandabletoundertakesuchfunctions uponreasonableorcustomaryterms,oriftheTowndeterminesthatitisinthebestinterestsof theBeneficialOwnersoftheCertificatesthattheybeabletoobtaincertificatedCertificates,the Certificatesshallnolongerberestrictedtobeingregisteredintheregistrationbooksofthe TrusteeinthenameofCede&Co.,asnomineeofDTC,butmayberegisteredinwhatevername ornamestheOwnersshalldesignateatthattime,inaccordancewithSection2.06.Totheextent thattheBeneficialOwnersaredesignatedasthetransfereebytheOwners,inaccordancewith Section2.06,theCertificateswillbedeliveredtotheBeneficialOwners. DeliveryofCertificates.UpontheexecutionanddeliveryofthisSection2.04 Indenture,theTrusteeisauthorizedtoexecuteanddelivertheCertificates either to DTC or the InitialPurchaserthereofintheaggregateprincipalamountsetforthinSection2.01hereof,as providedinthisSection: BeforeoruponthedeliverybytheTrusteeofanyoftheCertificates,thereshallbe(a) filedwiththeTrusteeanoriginallyexecutedcounterpartofthisIndenture,theLease,theSite Lease,andatitleinsurancecommitmentorcommitments(withatitleinsurancepolicytobe deliveredinatimelyfashionafterthedeliveryoftheCertificates)underwhichtheTrustee’s leaseholdinterestsintheLeasedPropertyareinsured;and Thereupon,theTrusteeshallexecuteanddelivertheCertificatesto DTCor the(b) InitialPurchaser,uponpaymenttotheTrusteeofthepurchasepricesetforthinanycommitment forpurchaseortermsheet.Portionsofsuchamountssoreceivedshallbedepositedinthe AccountsintheBaseRentalsFund,andtheCostofExecutionandDeliveryFund,allasprovided inArticle3hereofandintheLease.Notwithstandinganythinghereintothecontrary,theTrustee isauthorizedtoexecuteandtransferorcausetobetransferredtotheInitialPurchaser or DTC in advanceofthedateofexecutionanddeliveryoftheCertificates,Certificatestoeffectthe registrationanddeliverythereoftotheOwnerspendingandsubjecttothedeliveryoftheopinion ofSpecialCounselnecessarytoeffectthedeliveryoftheCertificates. Mutilated,Lost,StolenorDestroyedCertificates.IntheeventtheSection2.05 CertificatesareinthehandsofDTCorOwnersandoneormoreoftheCertificatesismutilated, lost,stolenordestroyed,anewCertificateshallbeexecutedbytheTrustee,oflikedate,maturity anddenominationasthatmutilated,lost,stolenordestroyed;providedthattheTrusteeshallhave receivedindemnityfromDTCortheOwneroftheCertificate,asthecasemaybe,satisfactoryto itandprovidedfurther,incaseofanymutilatedCertificate,thatsuchmutilatedCertificateshall firstbesurrenderedtotheTrustee,andinthecaseofanylost,stolenordestroyedCertificate,that thereshallbefirstfurnishedtotheTrusteeevidenceofsuchloss,theftordestructionsatisfactory totheTrustee.IntheeventthatanysuchCertificateshallhavematured,insteadofexecutingand 12 ATTACHMENT D: INDENTURE OF TRUST deliveringaduplicateCertificate,theTrusteemaypaythesamewithoutsurrenderthereof.The TrusteemaychargeDTCortheOwneroftheCertificate,asthecasemaybe,withitsreasonable feesandexpensesinconnectionherewith. RegistrationofCertificates;PersonsTreatedasOwners;TransferSection2.06 and Exchange of Certificates.BooksfortheregistrationandforthetransferofCertificates shallbekeptbytheTrusteewhichisherebyappointedtheregistrar.Uponsurrenderfortransfer ofanyCertificateattheprincipalcorporatetrustofficeoftheTrusteeoratsuchotherlocationas itshalldesignate,theTrusteeshallexecuteanddeliverinthenameofthetransfereeor transfereesanewCertificateorCertificatesofthesameseries,ofalikeaggregateprincipal amountandinterestrateandofthesamematurity. CertificatesmaybeexchangedattheprincipalcorporatetrustofficeoftheTrusteeorat suchotherlocationasitshalldesignateforanequalaggregateprincipalamountofCertificatesof thesameseries,ofthesamematurityofotherAuthorizedDenominations.TheTrusteeshall executeanddeliverCertificateswhichtheOwnermakingtheexchangeisentitledtoreceive, bearingnumbersnotcontemporaneouslyoutstanding. AllCertificatespresentedfortransferorexchangeshallbeaccompaniedbyawritten instrumentorinstrumentsoftransferorauthorizationforexchange,informandwithguarantyof signaturesatisfactorytotheTrustee,dulyexecutedbytheOwnerorbyhisorherattorneyduly authorizedinwriting. TheTrusteeshallnotberequiredtotransferorexchangeanyCertificateduringtheperiod offifteen(15)daysnextprecedinganyInterestPaymentDatenortotransferorexchangeany CertificateafterthemailingofnoticecallingsuchCertificateforredemptionhasbeenmadeas hereinprovided,norduringtheperiodoffifteen(15)daysnextprecedingthemailingofsuch noticeofredemption. NewCertificatesdelivereduponanytransferorexchangeshallevidencethesame obligationsastheCertificatessurrendered,shallbesecuredbythisIndentureandentitledtoallof thesecurityandbenefitshereoftothesameextentastheCertificatessurrendered.Thepersonin whosenameanyCertificateshallberegisteredshallbedeemedandregardedastheabsolute ownerthereofforallpurposes,andpaymentoforonaccountofeitherprincipalorinterestonany CertificateshallbemadeonlytooruponthewrittenorderoftheOwnerthereoforhis,herorits legalrepresentative,butsuchregistrationmaybechangedashereinaboveprovided.Allsuch paymentsshallbevalidandeffectualtosatisfyanddischargesuchCertificatetotheextentofthe sumorsumspaid. TheTrusteeshallrequirethepayment,byanyOwnerrequestingexchangeortransferof Certificates,ofanyreasonabletransferfees,tax,feeorothergovernmentalchargerequiredtobe paidwithrespecttosuchexchangeortransfer. CancellationofCertificates.WheneveranyoutstandingCertificatesSection2.07 shallbedeliveredtotheTrusteeforcancellationpursuanttothisIndenture,uponpaymentthereof orfororafterreplacementpursuanttoSections2.05or2.06hereof,suchCertificatesshallbe promptlycanceledanddestroyedbytheTrustee,suchCertificatesshallbepromptlycanceledand 13 ATTACHMENT D: INDENTURE OF TRUST destroyedbytheTrusteeinaccordancewithcustomarypracticesoftheTrusteeandapplicable recordretentionrequirements. AdditionalCertificates.SolongasnoEventofIndentureDefault,EventSection2.08 ofNonappropriationorEventofLeaseDefaulthasoccurredandiscontinuingandtheLease Termisineffect,oneormoreseriesofAdditionalCertificatesmaybeexecutedanddelivered uponthetermsandconditionssetforthherein.TheprincipalofanyAdditionalCertificatesshall matureonDecember1andtheInterestPaymentDatesthereforshallbethesameastheInterest PaymentDatesfortheCertificates;otherwisethetimesandamountsofpaymentofAdditional Certificatesshallbeasprovidedinthesupplemental resolutionordinance orindentureand amendmenttotheLeaseenteredintoinconnectiontherewith. AdditionalCertificatesmaybeexecutedanddeliveredonlyuponthepriorwritten consentoftheInitialPurchaserifatsuchtimeitisOwnerof100%oftheCertificatesthen Outstanding,andifitisnotsuchOwner,thenAdditionalCertificatesmaybeexecutedand deliveredwithouttheconsentofornoticetotheOwnersofOutstandingCertificates,toprovide moneystopayanyoneormoreofthefollowing: thecostsofacquiring,constructing,improvingandinstallinganyNewFacility,or(a) ofacquiringaSiteforanyNewFacility(andcostsreasonablyrelatedthereto); (a)thecostsofcompletingtheProjectormaking,atanytimeorfromtimeto(b) time,suchsubstitutions,additions,modificationsandimprovementsforortotheLeasedProperty astheTownmaydeemnecessaryordesirable,andasinaccordancewiththeprovisionsofthe Lease;or (b)forthepurposeofrefundingorrefinancingalloranyportionofOutstanding(c) Certificates. Insuchcase,theCostsofExecutionandDeliveryoftheAdditionalCertificatesandothercosts reasonablyrelatedtothepurposesforwhichAdditionalCertificatesarebeingexecutedand deliveredmaybeincluded. AdditionalCertificatesmaybeexecutedanddeliveredonlyupontherebeingfurnishedto theTrustee: OriginallyexecutedcounterpartsofasupplementalIndentureandrelatedand(a) necessaryamendmentstotheSiteLeaseandtheLease(includinganynecessaryamendmentto theBaseRentalsSchedule);and Acommitmentorotherevidencethattheamountofthetitleinsurancepolicy(b) deliveredinrespectoftheCertificateswillbeincreased,ifnecessary,toreflecttheamountofthe AdditionalCertificatesandallotherOutstandingCertificates (or such lesser amount as shall be themaximuminsurablevalueoftherealpropertyincludedintheLeasedProperty);and AwrittenopinionofSpecialCounseltotheeffectthat:(c) 14 ATTACHMENT D: INDENTURE OF TRUST theexecutionanddeliveryofAdditionalCertificateshavebeenduly(i) authorizedandthatallconditionsprecedenttothedeliverythereofhavebeenfulfilled; theexcludabilityofinterestfromgrossincomeforfederalincometax(ii) purposesonOutstandingCertificateswillnotbeadverselyaffectedbytheexecutionanddelivery oftheAdditionalCertificatesbeingexecutedanddelivered;and thesale,executionanddeliveryoftheAdditionalCertificates,inandof(iii) themselves,willnotconstituteanEventofIndentureDefaultoranEventofLeaseDefaultnor causeanyviolationofthecovenantsorrepresentationshereinorintheLease;and Writtendirectionsfromtheunderwriterorplacementagentwithrespectofthe(d) AdditionalCertificates,togetherwithwrittenacknowledgmentoftheTown,totheTrusteeto delivertheAdditionalCertificatestothepurchaserorpurchasersthereinidentifieduponpayment totheTrusteeofaspecifiedpurchaseprice. EachAdditionalCertificateexecutedanddeliveredpursuanttothisSectionshall evidenceaproportionateinterestintherightstoreceivetheRevenuesunderthisIndentureand shallberatablysecuredwithallOutstandingCertificatesandinrespectofallRevenues,andshall beranked paripassu withsuchOutstandingCertificatesandwithAdditionalCertificatesthat maybeexecutedanddeliveredinthefuture,ifany. NotwithstandinganyprovisioninthisSectiontothecontrary,solongastheInitial PurchaseristheOwnerofallOutstandingCertificates,noAdditionalCertificatesshallbeissued withoutthepriorwrittenconsentoftheInitialPurchaserinitssoleandabsolutediscretion. UniformCommercialCode.SubjecttotheregistrationSection2.09 provisionshereof,theCertificatesshallbefullynegotiableandshallhaveallthequalitiesof negotiablepaper,andtheownerorownersthereofshallpossessallrightsenjoyedbytheholders orownersofinvestmentsecuritiesundertheprovisionsoftheUniformCommercial Code-InvestmentSecurities.TheprincipalofandinterestontheCertificatesshallbepaid,and theCertificatesshallbetransferable,freefromandwithoutregardtoanyequities,set-offsor cross-claimsbetweenoramongtheTown,theTrusteeandtheoriginaloranyintermediateowner ofanyCertificates. 15 ATTACHMENT D: INDENTURE OF TRUST ARTICLE3 REVENUESANDFUNDS SegregationandDispositionofProceedsofCertificates.TheproceedsSection3.01 oftheCertificatesshallbeaccountedforasfollows: $[_________]shallbe paidtodepositedwith theTown and used bythe(i) Town effectto finance theProject Costs.in accordance with this Indenture and the Tax Certificate. $[_________]shallbedepositedintheCostsofExecutionandDelivery(ii) FundandappliedtotheCostsofExecutionandDeliveryoftheLease,theSiteLeaseandthe Certificates. ApplicationofRevenuesandOtherMoneys.Section3.02 AllBaseRentalspayableundertheLeaseandotherRevenuesshallbepaid(a) directlytotheTrustee.IftheTrusteereceivesanyotherpaymentsonaccountoftheLease,the Trusteeshallimmediatelydepositthesameasprovidedbelow. ExceptforNetProceedstobeappliedpursuanttoSection9.02oftheLease,the(b) TrusteeshalldepositallRevenuesandanyotherpaymentsreceivedinrespectoftheLease, immediatelyuponreceiptthereof,totheBaseRentalsFundinanamountrequiredtocausethe aggregateamountondepositthereintoequaltheamountthenrequiredtomaketheprincipaland interestpaymentsdueontheCertificatesonthenextInterestPaymentDate.In the event that the Trustee receives Prepayments under the Lease,the Trustee shall apply such Prepayments to the Optional Redemption of the Certificates or portions thereof in accordance with Section 4.01 hereof. BaseRentalsFund.AspecialfundisherebycreatedandestablishedwithSection3.03 theTrusteedenominatedthe“Town of Avon,Colorado,2014B Lease Purchase Agreement Base RentalsFund”whichshallbeusedforthedepositofallRevenues,uponreceiptthereofbythe Trustee,exceptforNetProceedstobeappliedpursuanttoSection9.02oftheLease.Moneysin theBaseRentalsFundshallbeusedsolelyforthepaymentoftheprincipalofandinterestonthe CertificateswhetheronanInterestPaymentDate,atmaturityoruponpriorredemption,exceptas providedinSection3.05hereof. TheBaseRentalsFundshallbeinthecustodyoftheTrustee.TheTrusteeshallwithdraw sufficientfundsfromtheBaseRentalsFundtopaytheprincipalofandinterestonthe CertificatesasthesamebecomedueandpayablewhetheronanInterestPaymentDate,at maturityoruponpriorredemption,whichresponsibility,totheextentofthemoneystherein,the Trusteeherebyaccepts. AnymoneysheldintheBaseRentalsFundshallbeinvestedbytheTrusteeinaccordance withArticle5hereof. Reserved.Section3.04 16 ATTACHMENT D: INDENTURE OF TRUST RebateFund.AspecialfundisherebycreatedandestablishedtobeheldSection3.05 bytheTrustee,andtobedesignatedthe“TownofAvon,Colorado,2014B LeasePurchase Agreement,RebateFund”(the“RebateFund”).Totheextentnecessarytocomplywiththe provisionsoftheTaxCertificate,thereshallbedepositedintotheRebateFundinvestment incomeonmoneysinanyfundcreatedhereunder(exceptdefeasanceescrows).Inadditiontothe depositofinvestmentincomeasprovidedherein,thereshallbedepositedintotheRebateFund moneysreceivedfromtheTownasAdditionalRentalsforrebatepaymentspursuanttotheLease; moneystransferredtotheRebateFundfromanyotherfundcreatedhereunderpursuanttothe provisionsofthisSection3.05;andallothermoneysreceivedbytheTrusteewhenaccompanied bydirectionsnotinconsistentwiththeLeaseorthisIndenturethatsuchmoneysaretobepaid intoanaccountoftheRebateFund.TheTownwillcause(ordirecttheTrusteetocause) amountsondepositintheRebateFundtobeforwardedtotheUnitedStatesTreasuryatthe addressandtimesprovidedintheTaxCertificate,andintheamountscalculatedtoensurethat theTown’srebateobligationsaremet,inaccordancewiththeTown’staxcovenantsinSection 10.5oftheLease.AmountsondepositintheRebateFundshallnotbesubjecttothelienofthis IndenturetotheextentthatsuchamountsarerequiredtobepaidtotheUnitedStatesTreasury. If,atanytimeaftertheTrusteereceivesinstructionsbytheTowntomakeany paymentsfromtheRebateFund,theTrusteedeterminesthatthemoneysondepositinanaccount oftheRebateFundareinsufficientforthepurposesthereof,andiftheTrusteedoesnotreceive AdditionalRentalsorcannottransferinvestmentincomesoastomaketheamountondepositin theappropriateaccountintheRebateFundsufficientforitspurpose,theTrusteemaytransfer moneystoanaccountintheRebateFundfromtheBaseRentalsFund.Anymoneyssoadvanced fromtheBaseRentalsFundshallbeincludedasanAdditionalRentalforthecurrentFiscalYear pursuanttotheLease,andshallberepaidtothefundfromwhichadvanceduponpaymenttothe TrusteeofsuchAdditionalRentals.UponreceiptbytheTrusteeofanopinionofSpecial CounseltotheeffectthattheamountinanaccountoftheRebateFundisinexcessoftheamount requiredtobethereinpursuanttotheprovisionsoftheTaxCertificate,suchexcessshallbe transferredtotheBaseRentalsFund. TheTrusteeshallnotberesponsibleforcalculatingrebateamountsorforthe adequacyorcorrectnessofanyrebatereport.TheTownmay,atitsownexpense,retainan independentfirmofprofessionalsinsuchareatocalculatesuchrebateamounts. Notwithstandingtheforegoing,intheeventthattheLeasehasbeenterminatedor theTownhasfailedtocomplywithSection10.5thereofsoastomaketheamountondepositin theappropriateaccountinRebateFundsufficientforitspurpose,theTrusteeshallmaketransfers ofinvestmentincomeorofmoneysfromthe above-described fundsBase Rentals Fund insuch combinationastheTrusteeshalldeterminetobeinthebestinterestsoftheCertificateOwners. CostsofExecutionandDeliveryFund.AspecialfundisherebycreatedSection3.06 andestablishedwiththeTrusteeanddenominatedthe“CostsofExecutionandDeliveryFund.” UponthedeliveryoftheCertificatesthereshallbedepositedintotheCostsofExecutionand DeliveryFundfromtheproceedsoftheCertificatestheamountsdirectedbySection3.01(c) hereof and there shall deliver to the Trustee a closing memorandum detailing the anticipated amounts of Costs of Execution and Delivery.PaymentsfromtheCostsofExecutionand DeliveryFundshallbemadebytheTrusteeuponreceiptofastatementorabillfortheprovision 17 ATTACHMENT D: INDENTURE OF TRUST ofCostsofExecutionandDeliveryoftheCertificatesapproved in writing bytheTown Representativeand(a)statingthepayee,theamounttobepaidandthepurposeofthepayment and(b)certifyingthattheamounttobepaidisdueandpayable,hasnotbeenthesubjectofany previousrequisitionandisaproperchargeagainsttheCostsofExecutionandDeliveryFund. The Trustee may conclusively rely on requisitions submitted in accordance with this Section 3.06 as complete authorization for the disbursements made pursuant thereto and shall not be responsibleforanyrepresentationsorcertificationsmadetherein. Any moneys held in the Costs of Execution and Delivery Fund shall be invested by the TrusteeinaccordancewithArticle5hereof. TheTrusteeshalltransferallmoneysremainingintheCostsofExecutionandDelivery Fundto the credit of theTownuponthefinalpaymentofallCostsofExecutionandDelivery,as certifiedinwritingbytheTownRepresentative.Any amounts remaining in the Costs of Execution and Delivery Fund on October 31,2014,shall be credited tosuch remaining amounts so transferred to the Town shall be deposited by the Town in theBaseRentalsFund or applied by theTowntopaycostsoftheProject. Reserved.Section3.07 MoneystobeHeldinTrust.TheownershipoftheBaseRentalsFund,Section3.08 theCostsofExecutionandDeliveryFund,andallaccountswithinsuchFundsandanyother fundoraccountcreatedhereunder(exceptdefeasanceescrowaccount)shallbeheldintrustby theTrusteeforthebenefitoftheOwnersoftheCertificates;providedthatmoneysintheRebate FundshallbeusedonlyforthespecificpurposeprovidedinSection3.05hereof. NonpresentmentofCertificates.AnymoneysdepositedwiththeTrusteeSection3.09 pursuanttothetermsofthisIndenturetobeusedforthepaymentofprincipalof,premium,if any,orinterestonanyoftheCertificatesandremainingunclaimedbytheOwnersofsuch Certificatesforaperiodofthree(3)yearsafterthefinalduedateofanyCertificate,whetherthe finaldateofmaturityorthefinalredemptiondate,shall,upon the written request of the Town, and iftheTownshallnotatthetime,totheknowledgeoftheTrustee,beindefaultwithrespect toanyofthetermsandconditionscontainedinthisIndenture,intheCertificatesorunderthe Lease,bepaidtotheTownandsuchOwnersshallthereafterlookonlytotheTownforpayment andthenonly(a)totheextentoftheamountssoreceivedbytheTownfromtheTrusteewithout interestthereon,(b)subjecttothedefenseofanyapplicablestatuteoflimitationsand(c)subject totheTown’sAppropriationofsuchpayment.AfterpaymentbytheTrusteeofallofthe foregoing,ifanymoneysarethenremainingunderthisIndenture,theTrusteeshallpaysuch moneystotheTownasanoverpaymentofBaseRentals. RepaymenttotheTownfromtheTrustee.AfterpaymentinfulloftheSection3.10 Certificates,theinterestthereon,anypremiumthereon,thefees,chargesandexpensesofthe Trustee,anyamountrequiredtobedepositedtotheRebateFund,andallotheramountsrequired tobepaidhereunder,anyamountsremainingintheBaseRentalsFund,theCostsofExecution andDeliveryFund,orotherwiseheldbytheTrusteepursuanthereto(butexcludingtheRebate Fundandanydefeasanceescrowaccounts)shallbepaidtotheTownupontheexpirationor soonerterminationoftheLeaseTermasareturnofanoverpaymentofBaseRentals.After 18 ATTACHMENT D: INDENTURE OF TRUST paymentofallamountsdueandowingthefederalgovernmentheldintheRebateFund,ifany, anyexcessamountsintheRebateFundshallbepaidtotheTown. 19 ATTACHMENT D: INDENTURE OF TRUST ARTICLE4 REDEMPTIONOFCERTIFICATES OptionalRedemption.TheCertificates maturingonorpriortoSection4.01 December 1,20[__]shall not be subject to optional redemption prior to their respective maturity dates.The Certificates maturing on and after December 1,20[__]shallbesubjecttoredemption priortotheirrespectivematuritydatesattheoptionoftheTown,inwholeorinpart,inintegral multiplesof$5,000,andifinpartinsuchorderofmaturitiesastheTownshalldetermineandby lotwithinamaturity,onDecember1,20[__],andonanydatethereafter,ataredemptionprice equaltotheprincipalamountoftheCertificatessoredeemedplusaccruedinteresttothe redemptiondatewithoutapremium. Inthecaseofa prepaymentPrepayment inpartofBaseRentalsundertheLease,the TrusteeshallconfirmthattherevisedBaseRentalsScheduletobeprovidedbytheTown RepresentativepursuanttoSection6.2(b)oftheLeasesetsforthPrincipalPortionsandInterest PortionsofBaseRentalsthatareequaltotheprincipalandinterestdueontheCertificatesthat remainOutstandingaftersuchOptionalRedemption.Forsuchconfirmation,theTrusteemay relyonacertificationoftheTownRepresentativeorotherpersonasprovidedinSection 8.07.8.07hereof. MandatorySinkingFundRedemption.Section4.02 TheCertificatesaresubjecttomandatorysinkingfundredemptionatapriceequal(a) totheprincipalamountthereofplusaccruedinteresttotheredemptiondate. AsandforthesinkingfundfortheCertificatesmaturingonDecember1,20__ (the“TermCertificates”),the DistrictTown shalldepositintheBaseRentalsFundonorbefore December1,20__andoneachDecember1thereafterthroughandincludingDecember1,20__, asumwhichtogetherwithothermoneysavailableintheBaseRentalsFundissufficientto redeem(aftercreditashereinafterprovided),onthefollowingdates,thefollowingprincipal amountsoftheTermCertificatesmaturingDecember1,20__: December1of the Year Principal Amount Theremaining$[_______]oftheTermCertificatesmaturingDecember1,20[__]shallbepaid uponpresentationandsurrenderatmaturityunlessredeemedpriortomaturity. 20 ATTACHMENT D: INDENTURE OF TRUST Onorbeforethe30thdaypriortoeachsuchsinkingfundpaymentdate,the(b) TrusteeshallproceedtocalltheTermCertificatesindicatedabove(oranyTermCertificateor CertificatesissuedtoreplacesuchTermCertificates)forredemptionfromthesinkingfundon thenextDecember1,andgivenoticeofsuchcallwithoutotherinstructionornoticefromthe Town.Theamountofeachsinkingfundinstallmentmaybereducedbytheprincipalamountof anyTermCertificatesofthematurityandinterestratewhicharesubjecttosinkingfund redemptiononsuchdateandwhichpriortosuchdatehavebeenredeemed(otherwisethan throughtheoperationofthesinkingfund)orotherwisecanceledandnottheretoforeappliedasa creditagainstasinkingfundinstallment.Suchreductions,ifany,shallbeappliedinsuchyearor yearsasmaybedeterminedbytheTown. Notwithstandinganyprovisionstothecontrarycontainedherein,solongasthe(c) InitialPurchaseristhesoleowneroftheCertificates,theInitialPurchasershallnotberequiredto surrendertheCertificatestotheTrusteetoreceivepaymentinconnectionwithamandatory sinkingfundredemption,butshallberequiredtosurrendertheCertificatesonlyontheapplicable finalmaturitydatethereoftoreceivepaymentoftheapplicablefinalprincipalpaymentthereof ExtraordinaryMandatoryRedemption.IftheLeaseisterminatedbySection4.03 reasonoftheoccurrenceof: (a)anEventofNonappropriation,or (b)anEventofLeaseDefault,or (c)intheeventthat(1)theLeasedPropertyisdamagedordestroyedinwholeorinpart byfireorothercasualty,or(2)titleto,orthetemporaryorpermanentuseof,theLeasedProperty hasbeentakenbyeminentdomainbyanygovernmentalbodyor(3)breachofwarrantyorany materialdefectwithrespecttotheLeasedPropertybecomesapparentor(4)titletoortheuseof alloranypartoftheLeasedPropertyislostbyreasonofadefectintitlethereto,andtheNet Proceedsofanyinsurance,performancebondorcondemnationaward,orNetProceedsreceived asaconsequenceofdefaultsundercontractsrelatingtotheLeasedProperty,madeavailableby reasonofsuchoccurrences,shallbeinsufficienttopayinfull,thecostofrepairingorreplacing theLeasedProperty,andtheTowndoesnotappropriatesufficientfundsforsuchpurposeor causetheLeasetobeamendedinorderthatAdditionalCertificatesmaybeexecutedand deliveredpursuanttothisIndentureforsuchpurpose,thentheCertificates mayshall be required to becalledforredemption with the prior written consent of the Initial Purchaser,or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding..Ifcalledforredemption,asdescribedherein,theCertificatesaretoberedeemed inwholeonsuchdateordatesastheTrusteemaydetermine,foraredemptionpriceequaltothe principalamountthereof,plusaccruedinteresttotheredemptiondate(subjecttotheavailability offunds as describedbelow). IftheNetProceeds,includingtheNetProceedsfromtheexerciseofanyLeaseRemedy undertheLease,otherwisereceivedandothermoneysthenavailableunderthisIndentureare insufficienttopayinfulltheprincipalofandaccruedinterestonallOutstandingCertificates,the Trusteemay,withtheconsentoftheInitialPurchaser,orattherequestoftheOwnersofa majorityinaggregateprincipalamountoftheCertificatesOutstanding,anduponindemnification 21 ATTACHMENT D: INDENTURE OF TRUST asprovidedinSection8.01(d)ofthisIndenture,withoutanyfurtherdemandornotice,shall, exercisealloranycombinationofLeaseRemediesasprovidedintheLeaseandtheCertificates shallberedeemedbytheTrusteefromtheNetProceedsresultingfromtheexerciseofsuchLease Remediesandallothermoneys,ifany,thenonhandandbeingheldbytheTrusteeforthe OwnersoftheCertificates. IftheNetProceedsresultingfromtheexerciseofsuchLeaseRemediesandothermoneys areinsufficienttoredeemtheCertificatesat100%oftheprincipalamountthereofplusinterest accruedtotheredemptiondate,thensuchNetProceedsresultingfromtheexerciseofsuchLease RemediesandothermoneysshallbeallocatedproportionatelyamongtheCertificates,according totheprincipalamountthereofOutstanding.IntheeventthatsuchNetProceedsresultingfrom theexerciseofsuchLeaseRemediesandothermoneysareinexcessoftheamountrequiredto redeemtheCertificatesat100%oftheprincipalamountthereofplusinterestaccruedtothe redemptiondate,thensuchexcessmoneysshallbepaidtotheTownasanoverpaymentofthe PurchaseOptionPrice.PriortoanydistributionoftheNetProceedsresultingfromtheexercise ofanyofsuchremedies,theTrusteeshallbeentitledtopaymentofitsreasonableandcustomary feesforallservicesrenderedinconnectionwithsuchdisposition,aswellasreimbursementfor allreasonablecostsandexpenses,includingattorneys’fees,incurredthereby,fromproceeds resultingfromtheexerciseofsuchLeaseRemediesandothermoneys. IFTHECERTIFICATESAREREDEEMEDPURSUANTTOTHISSECTION4.03 FORANAMOUNTLESSTHANTHEAGGREGATEPRINCIPALAMOUNTTHEREOF PLUSINTERESTACCRUEDTOTHEREDEMPTIONDATE,SUCHPARTIALPAYMENT SHALLBEDEEMEDTOCONSTITUTEAREDEMPTIONINFULLOFTHERELATED CERTIFICATES,ANDUPONSUCHAPARTIALPAYMENTNOOWNEROFSUCH CERTIFICATESSHALLHAVEANYFURTHERCLAIMFORPAYMENTAGAINSTTHE TRUSTEEORTHETOWN. PartialRedemption.TheCertificatesshallberedeemedonlyinintegralSection4.04 multiplesof$5,000.TheTrusteeshalltreatanyCertificateofdenominationgreaterthan$5,000 asrepresentingthatnumberofseparateCertificateseachofthedenominationof$5,000ascanbe obtainedbydividingtheactualprincipalamountofsuchCertificateby$5,000. UponsurrenderofanyCertificateforredemptioninpart,theTrusteeshallexecuteand delivertotheOwnerthereof,atnoexpenseoftheOwner,anewCertificateorCertificatesof AuthorizedDenominationsinanaggregateprincipalamountequaltotheunredeemedportionof theCertificatessosurrendered. NoticeofRedemption.WheneverCertificatesaretoberedeemedunderSection4.05 anyprovisionofthisIndenture,theTrusteeshall,notlessthanthirty(30)andnotmorethansixty (60)dayspriortotheredemptiondate(exceptforExtraordinaryMandatoryRedemptionunder Section4.03,whichnoticeshallbeimmediate),mailnoticeofredemptiontoallOwnersofall Certificatestoberedeemedattheirregisteredaddresses,byfirstclassmail,postageprepaid,orin theeventthattheCertificatestoberedeemedareregisteredinthenameoftheInitialPurchaser, suchnoticemay,inthealternative,begivenbyelectronicmeansinaccordancewiththe requirementsoftheInitialPurchaser.Inaddition,theTrusteeshallatallreasonabletimesmake availabletotheTownandanyCertificateOwner,includingtheInitialPurchaser,ifapplicable, 22 ATTACHMENT D: INDENTURE OF TRUST informationastoCertificateswhichhavebeenredeemedorcalledforredemption.Anynoticeof redemptionshall: identifytheCertificatestoberedeemed;(1) specifytheredemptiondateandtheredemptionprice;(2) intheeventtheredemptionisoccurringunderSection4.01hereof,(3) statethattheTownhasgivennoticeofitsintenttoexerciseitsoptiontopurchase orprepayBaseRentalsundertheLease; statethatsuchredemptionissubjecttothedepositofthefunds(4) relatedtosuchoptionbytheTownonorbeforethestatedredemptiondate;and statethatontheredemptiondatetheCertificatescalledfor(5) redemptionwillbepayableattheprincipalcorporatetrustofficeoftheTrustee andthatfromthatdateinterestwillceasetoaccrue. TheTrusteemayuse“CUSIP”numbersinnoticesofredemptionasaconvenienceto CertificateOwners,providedthatanysuchnoticeshallstatethatnorepresentationismadeasto thecorrectnessofsuchnumberseitherasprintedontheCertificatesorascontainedinanynotice ofredemptionandthatreliancemaybeplacedonlyontheidentificationnumberscontainingthe prefixestablishedpursuanttothisIndenture. Anynoticeofredemptionmaycontainastatementthattheredemptionisconditioned uponthereceiptbytheTrusteeoffundsonorbeforethedatefixedforredemptionsufficientto paytheredemptionpriceoftheCertificatessocalledforredemption,andthatifsuchfundsare notavailable,suchredemptionshallbecanceledbywrittennoticetotheownersofthe Certificatescalledforredemptioninthesamemannerastheoriginalredemptionnoticewas given. RedemptionPayments.OnorpriortothedatefixedforSection4.06 redemption,fundsshallbedepositedwiththeTrusteetopaytheCertificatescalledfor redemption,togetherwithaccruedinterestthereontotheredemptiondate,andanyrequired premium.Uponthegivingofnoticeandthedepositofsuchfundsasmaybeavailablefor redemptionpursuanttothisIndenture(which,incertaincasesassetforthabovemaybelessthan thefullprincipalamountoftheOutstandingCertificatesandaccruedinterestthereontothe redemptiondate),interestontheCertificatesorportionsthereofthuscalledshallnolonger accrueafterthedatefixedforredemption.Paymentsinfullredemptionshallbeaccompaniedby awrittendesignationpreparedbytheTrusteestatingtheportionsofthepaymentrepresenting principal,interest,andpremium,ifany. 23 ATTACHMENT D: INDENTURE OF TRUST ARTICLE5 INVESTMENTS InvestmentofMoneys.TheTrusteeshallbeentitledtoassumethatSection5.01 anyinvestment,whichatthetimeofpurchaseisaPermittedInvestment,remainsaPermitted Investmentabsentareceiptofwrittennoticeorinformationtothecontrary.Allmoneysheldas partoftheBaseRentalsFund,theRebateFund,theCostsofExecutionandDeliveryFund,or anyotherfundoraccountcreatedhereunder(otherthananydefeasanceescrowaccounts)shallbe depositedorinvestedandreinvestedbytheTrustee,atthewrittendirectionoftheTown,in PermittedInvestments;provided,however,thattheTrusteeshallmakenodepositsor investmentsofanyfundoraccountcreatedhereunderwhichshallinterferewithorprevent withdrawalsforthepurposeforwhichthemoneyssodepositedorinvestedwereplacedintrust hereunderorforpaymentoftheCertificatesatorbeforematurityorinterestthereonasrequired hereunder.TheTrusteemaymakeanyandallsuchdepositsorinvestmentsthroughitsown investmentdepartmentortheinvestmentdepartmentofanybankortrustcompanyunder commoncontrolwiththeTrustee.ExceptasotherwiseprovidedinSections3.04and3.05 hereof,depositsorinvestmentsshallatalltimesbeapartofthefundoraccountfromwhichthe moneysusedtoacquiresuchdepositsorinvestmentsshallhavecome,andallincomeandprofits onsuchdepositsorinvestmentsshallbecreditedto,andlossesthereonshallbechargedagainst, suchfundoraccount.Anyinterestorothergainfromanyfundoraccountcreatedhereunder (exceptdefeasanceescrows)shallbedepositedtotheRebateFundtotheextentrequiredand permittedpursuanttoSection3.05hereof.TheTrusteeshallsellandreducetocashasufficient amountofsuchdepositsorinvestmentswheneverthecashbalanceintheBaseRentalsFundis insufficienttopaytheprincipalofandinterestontheCertificateswhendue,orwheneverthe cashbalanceinanyfundoraccountcreatedhereunderisinsufficienttosatisfythepurposesof suchfundoraccount. TheTrusteeherebyagreestosecureandretainthedocumentationwithrespectto investmentsofmoneysinthefundsandaccountscreatedunderthisIndentureasrequiredbyand asdescribedintheTaxCertificate. TheTrusteemayrelyupontheTown’swrittendirectionastoboththesuitabilityandthe legalityofthedirectedinvestments,andshallhavenoliabilityorresponsibilityforanylossorfor failuretomaximizeearningsresultingfromanyinvestmentmadeinaccordancewiththe provisionsofthisArticleV. TheTrusteemaytransferinvestmentsfromanyFundorAccounttoanyotherFundor Accountinlieuofcashwhenatransferisrequiredorpermittedbytheprovisionsofthis Indenture. IftheTrusteeisnotprovidedwrittendirectionsconcerninginvestmentofmoneysheldin theFunds,theTrusteemayinvestinamoneymarketfundavailabletotheTrustee,providedsuch investmentmaturesoraresubjecttoredemptionpriortothedatesuchfundswillbeneeded. Unlessotherwiseconfirmedordirectedinwriting,anaccountstatementdeliveredperiodicallyby theTrusteetotheTownshallconfirmthattheinvestmenttransactionsidentifiedtherein accuratelyreflecttheinvestmentdirectionsoftheTown,unlesstheTownnotifiestheTrusteein writingtothecontrarywithinthirty(30)daysofthedateofdeliveryofsuchstatement. 24 ATTACHMENT D: INDENTURE OF TRUST TheTrusteemaymakeanyandallsuchinvestmentsthroughitstrustdepartment,anditis specificallyprovidedhereinthattheTrusteemaypurchaseorinvestinsharesofanyinvestment companyprovidedthatsuchinvestmentsarePermittedInvestmentsatthetimeofsuch investmentandthatsuchinvestments:(i)isregisteredundertheInvestmentCompanyActof 1940,asamended(includingbothcorporationsandMassachusettsbusinesstrusts,andincluding companiesforwhichtheTrusteemayprovideadvisory,administrative,custodialorother servicesforcompensation);(ii)investssubstantiallyallofitsassetsinshorttermhighquality moneymarketinstruments,limitedtoobligationsissuedorguaranteedbytheUnitedStates,or repurchaseagreementsbackedbysuchobligations;and(iii)maintainsaconstantassetvalueper share. TheTrusteeisspecificallyauthorizedtoimplementitsautomatedcashinvestments systemtoassurethatcashonhandisinvestedandtochargereasonablecashmanagementfees, whichmaybedeductedfromincomeearnedoninvestments. MethodofValuationandFrequencyofValuation.InSection5.02 computingtheamountinanyfundoraccount(exceptdefeasanceescrows),Permitted Investmentsshallbevaluedatthemarketprice,exclusiveofaccruedinterest.Withrespecttoall fundsandaccounts(exceptdefeasanceescrows,andexceptasotherwiseprovidedintheTax CertificatewithrespecttotheRebateFund),valuationshalloccurasofDecember31ofeach year. 25 ATTACHMENT D: INDENTURE OF TRUST ARTICLE6 DEFEASANCEANDDISCHARGE DefeasanceandDischarge.Section6.01 Whentheprincipalorredemptionprice(asthecasemaybe)of,andintereston,(a) alltheCertificatesexecutedanddeliveredhereunderhavebeenpaidorprovisionhasbeenmade forpaymentofthesame(or,inthecaseofredemptionoftheCertificatespursuanttoSection 4.03ofthisIndenture,iffullorpartialpaymentoftheCertificatesandinterestthereonismadeas providedinSection4.03ofthisIndenture),togetherwithallothersumspayablehereunder relatingtotheCertificates(includingthefeesandexpensesoftheTrustee),thentheright,title andinterestoftheTrusteeinandtotheTrustEstateandallcovenants,agreementsandother obligationsoftheTowntotheTrusteeandtotheOwnersshallthereuponcease,terminateand becomevoidandbedischargedandsatisfied.Insuchevent,theTrusteeshall(1)releasetheSite LeaseandtransferandconveytheTrustee’sleaseholdinterestintheLeasedPropertytotheTown asprovidedbyArticle11oftheLease,(2)releasetheLeaseandthisIndenture,(3)executesuch documentstoevidencesuchreleasesasmaybereasonablyrequiredbytheTown,and(4)turn overtotheTownallbalancesthenheldbytheTrusteeintheFundsorAccountshereunder exceptforamountsheldinanydefeasanceescrowaccounts.Ifpaymentorprovisionthereforis madewithrespecttolessthanalloftheCertificates,theparticularCertificates(orportion thereof)forwhichprovisionforpaymentshallhavebeenconsideredmadeshallbeselectedby theTown. ProvisionforthepaymentofalloraportionoftheCertificatesshallbedeemedto(b) havebeenmadewhentheTrusteeholdsintheBaseRentalsFund,orthereisondepositina separateescrowaccountortrustaccountheldbyatrustbankorescrowagent,eithermoneysin anamountwhichshallbesufficient,and/orFederalSecurities,theprincipalofandtheintereston whichwhendue,andwithoutanyreinvestmentthereof,willprovidemoneyswhich,together withthemoneys,ifany,concurrentlydepositedintrust,shallbesufficienttopaywhenduethe principalof,premium,ifany,andinterestdueandtobecomedueonsaidCertificatesonand priortotheredemptiondateormaturitydatethereof,asthecasemaybe.Priortoanydischarge ofthisIndenturepursuanttothisSectionorthedefeasanceofanyCertificatespursuanttothis Sectionbecomingeffective,thereshallhavebeendeliveredtotheTrusteeareportofan independentfirmofnationallyrecognizedcertifiedpublicaccountantsverifyingthesufficiency oftheescrowestablishedtopaytheapplicableCertificatesinfullonthematurityorredemption datethereofunlessfullyfundedwithcash. NeithertheFederalSecuritiesnorthemoneysdepositedintheBaseRentalsFund(c) orseparateescrowaccountortrustaccountpursuanttothisSectionshallbewithdrawnorused foranypurposeotherthan,andshallbesegregatedandheldintrustfor,thepaymentofthe principalof,premium,ifany,andinterestontheCertificatesorportionsthereof;provided, however,thatotherFederalSecuritiesandmoneysmaybesubstitutedfortheFederalSecurities andmoneyssodepositedpriortotheiruseforsuchpurpose. WhenevermoneysorFederalSecuritiesshallbedepositedwiththeTrusteeora(d) separateescrowagentforthepaymentorredemptionofanyCertificatesmorethanforty-five(45) dayspriortothedatethatsuchCertificatesaretomatureorberedeemed,theTrusteeshallmaila 26 ATTACHMENT D: INDENTURE OF TRUST noticestatingthatsuchmoneysorFederalSecuritieshavebeendepositedandidentifyingthe CertificatesforthepaymentofwhichsuchmoneysorFederalSecuritiesarebeingheld,toall OwnersofCertificatesforthepaymentofwhichsuchmoneysorFederalSecuritiesarebeing held,orifsuchCertificatesareregisteredinthenameoftheInitialPurchaser,suchnoticemaybe sent,inthealternative,byelectronicmeansinaccordancewiththeregulationsofthewithwritten instructionsreceivedbytheInitialPurchaser. AtsuchtimeasanyCertificateshallbedeemedpaidasprovidedin(b)above,(e) suchCertificateshallnolongerbesecuredbyorentitledtothebenefitsofthisIndenture,the LeaseortheSiteLease,exceptforthepurposeofexchangeandtransferandanypaymentfrom suchcashorFederalSecuritiesdepositedwiththeTrustee. 27 ATTACHMENT D: INDENTURE OF TRUST ARTICLE7 EVENTSOFINDENTUREDEFAULTANDREMEDIES EventsofIndentureDefaultDefined.EachofthefollowingshallbeanSection7.01 EventofIndentureDefault: Failuretopaytheprincipaloforpremium,ifany,onanyCertificatewhenthe(a) sameshallbecomedueandpayable,whetheratthestatedmaturitythereoforuponproceedings forredemption; FailuretopayanyinstallmentofinterestonanyCertificatewhenthesameshall(b) becomedueandpayable; theoccurrenceofanEventofNonappropriation;or(c) theoccurrenceofanEventofLeaseDefault.(d) UpontheoccurrenceofanyEventofIndentureDefault,of which the Trustee is required to take notice or receive notice pursuant to Section 8.05,theTrusteeshallgivenoticethereofto theOwnersoftheCertificates.TheTrusteeshallwaiveanyEventofNonappropriationwhichis curedbytheTownwithinthirty(30)daysofthereceiptofnoticebytheTrusteeasprovidedby Section6.4(b)oftheLease,byadulyeffectedAppropriationtopayallBaseRentalsand sufficientamountstopayreasonablyestimatedAdditionalRentalscomingdueforsuchRenewal Term.TheTrusteemaywaiveanyEventofNonappropriationwhichiscuredbytheTown withinareasonabletimewiththeproceduredescribedintheprecedingsentence. Remedies IfanyEventofIndentureDefaultoccursandiscontinuing,theSection7.02 Trusteemay,withtheconsentoftheInitialPurchaser,orshallattherequestoftheOwnersofa majorityinaggregateprincipalamountoftheCertificatesthenOutstandingandupon indemnificationasprovidedinSection8.01(d)hereof,withoutanyfurtherdemandornotice, enforceforthebenefitoftheOwnersoftheCertificateseachandeveryrightoftheTrusteeasthe lesseeundertheSiteLeaseandthelessorundertheLease.Inexercisingsuchrightsofthe TrusteeandtherightsgiventheTrusteeunderthisArticle7andArticle8,theTrusteemay,with theconsentoftheInitialPurchaser,orshallattherequestoftheOwnersofamajorityin aggregateprincipalamountoftheCertificatesthenOutstandinganduponindemnificationas providedinSection8.01(d)hereof,takesuchactionas,inthejudgmentoftheTrustee,would bestservetheinterestsoftheOwnersoftheCertificates,includingcallingtheCertificatesfor redemptionpriortotheirmaturityinthemannerandsubjecttotheprovisionsofArticle4hereof andexercisingtheLeaseRemediesprovidedintheLease,providedhoweverthatsuchaction shallnotincludeconsequentialorpunitivedamagesagainsttheTown. LegalProceedingsbyTrustee.IfanyEventofIndentureDefaulthasSection7.03 occurredandiscontinuing,theTrusteeinitsdiscretionmay,withtheconsentoftheInitial Purchaser,anduponthewrittenrequestoftheOwnersofamajorityinaggregateprincipal amountofallOutstandingCertificatesandreceiptofindemnitytoitssatisfaction,shall,inits capacityasTrusteehereunder: 28 ATTACHMENT D: INDENTURE OF TRUST Bymandamus,orothersuit,actionorproceedingatlaworinequity,enforceall(a) rightsoftheOwnersoftheCertificates,includingenforcinganyrightsoftheTrusteeinrespect oftheTrustee’sleaseholdinterestsintheLeasedPropertyincludingitsrightsaslessorunderthe LeaseandaslesseeundertheSiteLeaseanditsrightsunderthisIndentureandtoenforcethe provisionsofthisIndentureandanycollateralrightshereunderforthebenefitoftheOwnersof theCertificates;or Byactionorsuitinequityenjoinanyactsorthingswhichmaybeunlawfulorin(b) violationoftherightsoftheOwnersoftheCertificates;or Takeanyotheractionatlaworinequitythatmayappearnecessaryordesirableto(c) enforcetherightsoftheOwnersoftheCertificates. NotwithstandingtheforegoingoranyotherprovisionstothecontraryintheLeaseorthis Indenture,solongastheInitialPurchaseristhesoleOwneroftheCertificates,theTrusteeshall nottakeanyremedialactionundertheLeaseorthisIndenture,includingwithoutlimitationthis Section7.03,withoutthepriorwrittenconsentanddirectionoftheInitialPurchaser.Before takinganysuchactionasdirectedbytheInitialPurchaser,theTrusteeshallbeentitledtothe indemnificationprovidedinthisIndenture. DiscontinuanceofProceedingsbyTrustee.IfanyproceedingSection7.04 commencedbytheTrusteeonaccountofanyEventofIndentureDefaultisdiscontinuedoris determinedadverselytotheTrustee,thentheOwnersoftheCertificatesshallberestoredtotheir formerpositionsandrightshereunderasthoughnosuchproceedinghadbeencommenced. OwnersofCertificatesMayDirectProceedings.TheOwnersofaSection7.05 majorityinaggregateprincipalamountofOutstandingCertificatesshallhavetheright,after furnishingindemnitysatisfactorytotheTrustee,todirectthemethodandplaceofconductingall remedialproceedingsbytheTrusteehereunder,providedthatsuchdirectionshallnotbein conflictwithanyruleoflaworwiththisIndentureorundulyprejudicetherightsofminority OwnersoftheCertificates. LimitationsonActionsbyOwnersofCertificates.NoOwneroftheSection7.06 Certificatesshallhaveanyrighttopursueanyremedyhereunderunless: theTrusteeshallhavebeengivenwrittennoticeof adefaultpursuanttoSection(a) 8.05,andsuchdefaultbecomes anEventofIndentureDefault; theOwnersofatleastamajorityinaggregateprincipalamountofallOutstanding(b) CertificatesshallhaverequestedtheTrustee,inwriting,toexercisethepowershereinabove grantedtoorpursuesuchremedyinitsortheirnameornames; theTrusteeshallhavebeenofferedindemnitysatisfactorytoitasprovidedin(c) Section8.01(d)hereof;and theTrusteeshallhavefailedtocomplywithsuchrequestwithinareasonable(d) time. 29 ATTACHMENT D: INDENTURE OF TRUST NotwithstandingtheforegoingprovisionsofthisSectionoranyotherprovisionofthis Indenture,theobligationoftheTrusteeshallbeabsoluteandunconditionaltopayhereunder,but solelyfromtheRevenuespledgedunderthisIndenture,theprincipalof,premium,ifany,and interestontheCertificatestotherespectiveOwnersthereofontherespectiveduedatesthereof, andnothinghereinshallaffectorimpairtherightofaction,whichisabsoluteandunconditional, ofsuchOwnerstoenforcesuchpayment. TrusteeMayEnforceRightsWithoutPossessionofCertificates.AllSection7.07 rightsunderthisIndentureandtheCertificatesmaybeenforcedbytheTrusteewithoutthe possessionofanyCertificatesortheproductionthereofatthetrialorotherproceedingsrelative thereto,andanyproceedinginstitutedbytheTrusteeshallbebroughtinitsnamefortheratable benefitoftheOwnersoftheCertificates. RemediesNotExclusive.SubjecttoanyexpresslimitationscontainedSection7.08 herein,noremedyhereinconferredisintendedtobeexclusiveofanyotherremedyorremedies, andeachremedyisinadditiontoeveryotherremedygivenhereunderornoworhereafter existingatlaworinequityorbystatute. DelaysandOmissionsNottoImpairRights.NodelaysoromissionsinSection7.09 respectofexercisinganyrightorpoweraccruinguponanydefaultshallimpairsuchrightor powerorbeawaiverofsuchdefault,andeveryremedygivenbythisArticle7maybeexercised fromtimetotimeandasoftenasmaybedeemedexpedient. ApplicationofMoneysinEventofIndentureDefault.AnymoneysSection7.10 received,collectedorheldbytheTrusteefollowinganIndentureEventofDefault and any other moneys held as part of the Trust Estate (exceptformoneysheldintheRebateFundorany defeasanceescrowaccount)shallbeappliedinthefollowingorder: TothepaymentofthereasonablecostsoftheTrustee,including,butnotlimited(a) to,itsCounselfees,anddisbursementsoftheTrustee,andthepaymentofitsreasonable compensation,includinganyamountsremainingunpaid; TothepaymentofinterestthenowingontheCertificates,andincasesuch(b) moneysshallbeinsufficienttopaythesameinfull,thentothepaymentofinterestratably, withoutpreferenceorpriorityofoneCertificateoveranotherorofanyinstallmentofinterest overanyotherinstallmentofinterest;and Tothepaymentofprincipalorredemptionprice(asthecasemaybe)thenowing(c) ontheOutstandingCertificates,andincasesuchmoneysshallbeinsufficienttopaythesamein full,thentothepaymentofprincipalorredemptionpriceratably,withoutpreferenceorpriority ofoneCertificateoveranother. Thesurplus,ifany,shallbepaidtotheTown. 30 ATTACHMENT D: INDENTURE OF TRUST ARTICLE8 CONCERNINGTHETRUSTEE DutiesoftheTrustee.Section8.01 TheTrusteeherebyacceptstheprovisionsoftheSiteLease,theLeaseandthis(a) IndentureandacceptsthetrustsimposeduponitbythisIndentureandagreestoperformsaid trusts,butonlyuponandsubjecttotheexpresstermsandconditionssetforthintheSiteLease, theLeaseandthisIndenture,andnoimpliedcovenantsorobligationsshallbereadintothis IndentureagainsttheTrustee. TheTrusteeherebycovenantsforthebenefitoftheOwnersoftheCertificatesthat(b) theTrusteewillobserveandcomplywithitsobligationsundertheSiteLease,theLeaseandthis Indenture. TheTrusteeshallatalltimes,totheextentpermittedbylaw,defend,preserveand(c) protectitsinterestintheLeasedPropertyandtheotherpropertyorpropertyrightsincludedinthe TrustEstateandalltherightsoftheOwnersunderthisIndentureagainstallclaimsanddemands ofallpersonswhomsoever. TheTrustee,priortotheoccurrenceofanEventofIndentureDefaultwhichmay(d) haveoccurred,undertakestoperformsuchdutiesandonlysuchdutiesasarespecificallysetforth intheLeaseandinthisIndenture.IfanEventofIndentureDefaulthasoccurred(whichhasnot beencuredorwaived),theTrusteeshallexercisesuchoftherightsandpowervestedinitbythe LeaseandthisIndentureandusethesamedegreeofcareandskillintheirexerciseasaprudent personwouldexerciseoruseunderthecircumstancesinconductingsuchperson’saffairsin exercisinganyrightsorremediesorperforminganyofitsdutieshereunder.Beforetakingany actionhereundertheTrusteemayrequirethatsatisfactoryindemnitybefurnishedtoitbythe CertificateOwnersforthereimbursementofallcostsandexpenseswhichitmayincurandto protectitagainstallliability,including,butnotlimitedto,anyliabilityarisingdirectlyor indirectlyunderanyfederal,stateorlocalstatute,rule,laworresolutionrelatedtotheprotection oftheenvironmentorhazardoussubstances,exceptliabilitywhichmayresultfromitsnegligence orwillful defaultmisconduct,byreasonofanyactionsotaken. LiabilityofTrustee;Trustee’sUseofAgents.Section8.02 TheTrusteeshallbeliableonlyforitsownnegligenceorwillfulmisconduct.(a) However,theTrusteeshallnotbeliableforanyerrorofjudgmentmadeingoodfaith,provided theTrusteewasnotnegligentinascertainingthepertinentfacts. TheTrusteemayexerciseanypowersunderthisIndentureandperformanyduties(b) requiredofitthroughattorneys,agents,officersoremployees,andshallbeentitledtotheadvice oropinionofCounselconcerningallmattersinvolvingtheTrustee’sdutieshereunder,andmay inallcasespaysuchreasonablecompensationtoallsuchattorneys,agents,receivers,and employeesasmayreasonablybeemployedinconnectionwiththetrustshereof.TheTrusteemay rely and actupontheopinionoradviceofCounselengagedbytheTrusteeintheexerciseof reasonablecarewithoutliabilityforanylossordamageresultingfromanyactionoromission takeningoodfaithrelianceuponthatopinionoradvice. 31 ATTACHMENT D: INDENTURE OF TRUST ThepermissiverightoftheTrusteetodothingsenumeratedinthisIndentureshall(c) notbeconstruedasadutyandtheTrusteeshallnotbeanswerableforotherthanitsnegligenceor willfulmisconduct,andshallnotbeanswerableforanynegligentactofitsattorneys,agentsor receiverswhichhavebeenselectedbytheTrusteewithduecare. TheTrusteeshallnotbepersonallyliableforanydebtscontractedorfordamages(d) topersonsortopersonalpropertyinjuredordamaged,orforsalariesornonfulfillmentof contractsduringanyperiodinwhichitmaybeinpossessionoformanagingtheLeasedProperty. TheTrusteeshallnotbeliableforactionstakenatthedirectionofOwners(e) pursuanttotheprovisionsofArticle7. AnypersonhiredbytheTrusteetoenforceLeaseRemediesshallbeconsidered(f) theTrustee’sagentforthepurposesofthisSection. TheTrusteeshallnotberesponsibleforanyrecitalhereinorintheCertificates(g) (exceptinrespecttotheexecutionoftheCertificatesonbehalfoftheTrustee),orforthe recordingorrerecording,filingorrefilingoftheSiteLease,theLeaseorthisIndentureorofany supplementstheretoorheretooranyfinancingstatement(otherthancontinuationstatements)in connectiontherewith,orforinsuringtheproject,forcollectinganyinsurancemoneys,orforthe sufficiencyofthesecurityfortheCertificatesissuedhereunderorintendedtobesecuredhereby, orforthevalueofortitletotheLeasedProperty,andtheTrusteeshallnotbeboundtoascertain orinquireastotheperformanceorobservanceofanycovenants,conditionsoragreementsonthe partoftheTown,exceptasprovidedherein;buttheTrusteemayrequireoftheTownfull informationandadviceastotheperformanceofthecovenants,conditionsandagreements aforesaid.TheTrusteeshallhavenoobligationtoperformanyofthedutiesoftheTownunder theSiteLeaseortheLease;andtheTrusteeshallnotberesponsibleorliableforanylosssuffered inconnectionwithanyinvestmentoffundsmadebyitinaccordancewiththisIndenture. TheTrusteemakesnorepresentationsastothevalueorconditionoftheTrust(h) Estateoranypartthereof(exceptforfundsandinvestmentsheldbytheTrustee),orthevalidity orsufficiencyofthisIndentureoroftheCertificates.TheTrusteeshallnotbeaccountablefor theuseofanyCertificatesexecutedanddeliveredtotheInitialPurchaserhereunder.TheTrustee shallnotbeaccountablefortheuseorapplicationofanyCertificatesortheproceedsthereofor ofanymoneypaidtoorupontheorderoftheTownunderanyprovisionsofthisIndentureorthe Lease. Astotheexistenceornonexistenceofanyfactorastothesufficiencyorvalidity(i) ofanyinstrument,paperorproceeding,theTrusteeshallbeentitledtorelyuponacertificate signedonbehalfoftheTownbytheTownRepresentativeorsuchotherpersonasmaybe designatedforsuchpurposebyordinanceorresolutionoftheCouncil,assufficientevidenceof thefactsthereincontained,andbeforetheoccurrenceofadefaultofwhichtheTrusteehasbeen notifiedasprovidedinSection8.05orofwhichbysaidsubsectionitisdeemedtohavebeen notified,theTrusteemayrelyuponasimilarcertificatetotheeffectthatanyparticulardealing, transaction,oractionisnecessaryorexpedient,butmayatitsdiscretionsecuresuchfurther evidencedeemednecessaryoradvisable,butshallinnocasebeboundtosecurethesame. 32 ATTACHMENT D: INDENTURE OF TRUST AllmoneysreceivedbytheTrusteeshall,untilusedorappliedorinvestedas(j) hereinprovided,beheldintrustinthemannerandforthepurposesforwhichtheywerereceived butneednotbesegregatedfromotherfundsexcepttotheextentrequiredbythisIndentureor law.TheTrusteeshallnotbeunderanyliabilityforinterestonanymoneysreceivedhereunder exceptthattheTrusteeisresponsibleforinvestingmoneysinfundsheldhereunderin compliancewiththewritteninvestmentdirectionoftheTown. TheTrusteeshallnotberequiredtogiveanybondorsuretyinrespectofthe(k) executionofthesaidtrustsandpowersorotherwiseinrespectofthepremises. NotwithstandinganythinginthisIndenturecontained,theTrusteeshallhavethe(l) right,butshallnotberequired,todemandinrespectoftheexecutionanddeliveryofany Certificates,thewithdrawalofanycash,oranyactionwhatsoeverwithinthepurviewofthis Indenture,anyshowings,certificates,opinions,appraisalsorotherinformation,orcorporate actionorevidencethereof,inadditiontothatbythetermshereofrequired,asaconditionofsuch actionbytheTrusteedeemeddesirableforthepurposeofestablishingtherightoftheTownto theexecutionanddeliveryofanyCertificates,thewithdrawalofanycash,orthetakingofany otheractionbytheTrustee. Notwithstandinganyotherprovisionhereof,theTrusteeshallnotberequiredto(m) advanceanyofitsownfundsintheperformanceofitsobligationshereunderoranyother documentsrelatedtothisIndenture unless,but may if ithasreceivedassurancesfromtheOwners oftheCertificatesorindemnityfromtheOwnersoftheCertificatessatisfactorytoitthatitwill berepaid. TheTrusteeshallhavenoresponsibilitywithrespecttoanyinformation,(n) statementorrecitalinanyofferingmemorandumorotherdisclosurematerialpreparedor distributedwithrespecttotheCertificatesexcepttotheextentthatsuchstatementwasprovided bytheTrusteeordescribestheTrustee’sdutiesunderthisIndenture. TheTrusteeisauthorizedanddirectedtoenterintotheSiteLeaseandtheLease,(o) solelyinitscapacityasTrusteeunderthisIndenture. AtanyandallreasonabletimestheTrusteeanditsdulyauthorizedagents,(p) attorneys,experts,engineers,accountantsandrepresentativesshallhavetheright,butshallnotbe required,toinspectanyandallbooks,papersandrecordsoftheTownpertainingtotheLeased PropertyandtheCertificates,andtotakesuchmemorandafromandinregardtheretoasmaybe desired. RepresentationsandCovenantsofTrustee.TheTrusteerepresents,Section8.03 warrantsandcovenantsasfollows: SolongasnoEventofIndentureDefaulthasoccurredandisthencontinuingor(a) existing,exceptasspecificallyprovidedintheSiteLeaseortheLeaseorasnecessarytotransfer theTrustEstatetoasuccessorTrustee,theTrusteeshallnotpledgeorassigntheTrustee’sright, titleandinterestinandto(i)theLeaseortheSiteLease,(ii)theBaseRentals,otherRevenues andcollateral,securityinterestsandattendantrightsandobligationswhichmaybederivedunder 33 ATTACHMENT D: INDENTURE OF TRUST theLeaseortheSiteLeaseand/or(iii)theLeasedPropertyandanyreversionthereinoranyof theTrustee’sotherrightsundertheLeaseortheSiteLeaseorassign,pledge,mortgage, encumberorgrantasecurityinterestintheTrustee’sright,titleandinterestin,toandunderthe LeaseortheSiteLeaseortheLeasedPropertyexceptforPermittedEncumbrances. NeithertheexecutionanddeliveryoftheLeaseandtheSiteLeaseorthis(b) IndenturebytheTrustee,northefulfillmentoforcompliancewiththetermsandconditions thereofandhereof,northeconsummationofthetransactionscontemplatedtherebyorhereby conflictswithorresultsinabreachoftheterms,conditionsandprovisionsofanyrestrictionor anyagreementorinstrumenttowhichtheTrusteeisnowapartyorbywhichtheTrusteeis bound,orconstitutesadefaultunderanyoftheforegoing. TotheTrustee’sknowledge,thereisnolitigationorproceedingpendingagainst(c) theTrusteeaffectingtherightoftheTrusteetoexecutetheLeaseandtheSiteLeaseortoexecute thisIndenture,andperformitsobligationsthereunderorhereunder,exceptsuchlitigationor proceedingashasbeendisclosedinwritingtotheTownandtheInitialPurchaseronorpriorto thedatethisIndentureisexecutedanddelivered. TheTrusteecovenantsandagreestocomplywithanyapplicablerequirementsfor(d) theTrusteesetforthintheTaxCertificateasdirected inwriting bytheTown. Compensation.DuringtheLeaseTerm,theThe TrusteeshallbeentitledSection8.04 topaymentandreimbursementforitsreasonablefeesandexpensesforitsservicesrendered hereunderasandwhenthesamebecomedueandallexpensesreasonablyandnecessarilymade orincurredbytheTrusteeinconnectionwithsuchservicesasandwhenthesamebecomedue,as providedinSection6.2oftheLease.ShoulditbecomenecessarythattheTrusteeperform extraordinaryservices,itshallbeentitledtoreasonableextracompensationthereforandto reimbursementforreasonableextraordinaryexpensesinconnectiontherewith;providedthatif suchextraordinaryservicesorextraordinarycostsandexpensesareoccasionedbynegligenceor willfulmisconductoftheTrustee,itshallnotbeentitledtocompensationorreimbursement therefor.TherightsoftheTrusteetopaymentspursuanttothisSectionshallbesuperiortothe rightsoftheOwnerswithrespecttotheTrustEstate. NoticeofDefault;RighttoInvestigate.IfanEventofIndentureDefaultSection8.05 occursofwhichtheTrusteeisdeemedtohavenoticepursuanttothisSection,theTrusteeshall, withinthirty(30)daysafteritreceivesnoticethereof,givewrittennoticebyfirstclassmailtothe OwnersoftheCertificatesofallEventsofIndentureDefaultknowntotheTrusteeandsenda copyofsuchnoticetotheTown,unlesssuchdefaultshavebeenremedied.TheTrusteeshallnot be required to take notice or be deemedtohavenoticeofany Event of Indenture Defaultdefault unlessithasactualknowledgethereoforhasbeennotifiedinwritingofsuch Event of Indenture Defaultdefault bytheTownortheOwnersofatleast25%inaggregateprincipalamountofthe OutstandingCertificates.TheTrusteemay,however,atanytimerequesttheTowntoprovide fullinformationastotheperformanceofanycovenantundertheLease;and,ifinformation satisfactorytoitisnotforthcoming,theTrusteemaymakeorcausetobemadeaninvestigation intoanymatterrelatedtotheSiteLease,theLeaseandtheLeasedProperty. 34 ATTACHMENT D: INDENTURE OF TRUST ObligationtoActonDefaults.IfanyEventofIndentureDefaultshallSection8.06 haveoccurredandbecontinuingofwhichtheTrusteehasactualknowledgeornotice,pursuant to Section 8.05,theTrusteeshallexercisesuchoftherightsandremediesvestedinitbythis Indentureandshallusethesamedegreeofcareintheirexerciseasaprudentpersonwould exerciseoruseinthecircumstancesintheconductofhisorherownaffairs;provided,thatifin theopinionoftheTrusteesuchactionmaytendtoinvolveexpenseorliability,itshallnotbe obligatedtotakesuchactionunlessitisfurnishedwithindemnitysatisfactorytoitforthe reimbursementofallcostsandexpenses(including,withoutlimitation,attorney’sfeesand expenses)towhichitmaybeputandtoprotectitagainstallliabilitywhichmayincurinorby reasonofsuchaction,exceptliabilitywhichisadjudicatedtohaveresultedfromitsnegligenceor willfulmisconductbyreasonofanyactionsotaken. RelianceonRequisition,etc.TheTrusteemayconclusivelyrelyandSection8.07 shallbefullyprotectedfromactingonanywrittenrequisition,resolution,notice,telegram, request,consent,waiver,certificate,statement,affidavit,voucher,bond,orotherpaperor documentwhichitingoodfaithbelievestobegenuineandtohavebeenpassedorsignedbythe properpersonsortohavebeenpreparedandfurnishedpursuanttoanyoftheprovisionsofthis Indenture;andtheTrusteeshallbeundernodutytomakeanyinvestigationastoanystatement containedinanysuchinstrument,butmayacceptthesameasconclusiveevidenceofthe accuracyofsuchstatement.AnyactiontakenbytheTrusteepursuanttothisIndentureuponthe requestorauthorityorconsentofanypersonwhoatthetimeofmakingsuchrequestorgiving suchauthorityorconsentistheOwnerofanyCertificateshallbeconclusiveandbindinguponall futureOwnersofthesameCertificateanduponanyCertificatesdeliveredinplacethereof. TheTrusteeshallbeentitledtorelyuponopinionsofCounselandshallnotbe responsibleforanylossordamageresultingfromrelianceingoodfaiththereon,exceptforits ownnegligenceorwillfulmisconduct. TrusteeMayOwnCertificates.TheTrusteemayingoodfaithbuy,sell,Section8.08 ownandholdanyoftheCertificatesandmayjoininanyactionwhichanyOwnermaybe entitledtotakewithlikeeffectasiftheTrusteewerenotthepartytothisIndenture.TheTrustee mayalsoengageinorbeinterestedinanyfinancialorothertransactionwiththeTownprovided thatiftheTrusteedeterminesthatanysuchrelationisinconflictwithitsdutiesunderthis Indenture,itshalleliminatetheconflictorresignasTrustee. ConstructionofAmbiguousProvisions.TheTrusteemayconstrueanySection8.09 ambiguousorinconsistentprovisionsofthisIndenture,andanysuchconstructionbytheTrustee shallbebindingupontheOwners.Inconstruinganysuchprovision,theTrusteewillbeentitled torelyuponopinionsofCounselandwillnotberesponsibleforanylossordamageresulting fromrelianceingoodfaiththereon,exceptforitsownnegligenceorwillfulmisconduct. ResignationofTrustee.TheTrusteemayresignandbedischargedoftheSection8.10 trustscreatedbythisIndenturebywrittenresignationfiledwiththeTownandtheInitial Purchasernotlessthansixty(60)daysbeforethedatewhenitistotakeeffect;providednoticeof suchresignationismailedbyregisteredorcertifiedmailtotheOwnerofeachOutstanding Certificateattheaddressshownontheregistrationbooks.Suchresignationshalltakeeffectonly upontheappointmentofasuccessorTrustee.IfnosuccessorTrusteeisappointedwithinsixty 35 ATTACHMENT D: INDENTURE OF TRUST (60)daysfollowingthedatedesignatedfortheresignationoftheTrustee,theresigningTrustee mayapplytoacourtofcompetentjurisdictiontoappointasuccessorTrustee.Therightsofthe Trusteetobeheldharmless,toinsuranceproceeds,ortootheramountsduearisingpriortothe dateofsuchresignationshallsurviveresignation. RemovalofTrustee.AnyTrusteehereundermayberemovedatanySection8.11 time,afterpaymentofalloutstandingfeesandexpensesoftheTrusteebeingsoremoved,bythe TownandtheInitialPurchaser,orbytheOwnersofamajorityinaggregateprincipalamountof theCertificatesthenOutstanding,uponwrittennoticebeingfiledwiththeTrustee,theTownand theOwnerofeachOutstandingCertificateattheaddressshownontheregistrationbooks.Such removalshalltakeeffectonlyupontheappointmentofasuccessorTrustee.Therightsofthe Trusteetobeheldharmless,toinsuranceproceedsortootheramountsduearisingpriortothe dateofsuchremovalshallsurviveremoval. AppointmentofSuccessorTrustee.IftheTrusteeoranysuccessorSection8.12 trusteeresignsorisremovedordissolved,orifitspropertyorbusinessistakenunderthecontrol ofanystateorfederalcourtoradministrativebody,avacancyshallforthwithexistintheoffice oftheTrustee,andtheTownshallappointasuccessor,whichhasbeenapprovedbytheInitial Purchaser,andshallcauseanoticeofsuchappointmenttobemailedbyregisteredorcertified mailtotheOwnersofallOutstandingCertificatesattheaddressshownontheregistrationbooks. IftheTownfailstomakesuchappointmentwithinthirty(30)daysafterthedatenoticeof resignationisfiled,theOwnersofamajorityinaggregateprincipalamountoftheCertificates thenOutstandingmaydoso.IftheOwnershavefailedtomakesuchappointmentwithinthirty (30)daysafterthedatenoticeofresignationisfiled,theTrusteemaypetitionacourtof competentjurisdictiontomakesuchappointment. QualificationofSuccessor.Anysuccessortrusteeshallexecute,Section8.13 acknowledgeanddelivertotheTownaninstrumentacceptingsuchappointmentunderthis Indenture;andthereuponsuchsuccessortrustee,withoutanyfurtheract,deed,orconveyance, shallbecomefullyvestedwithalltheestates,properties,rights,powers,trusts,duties,and obligationsofitspredecessorinthetrustunderthisIndenture,withlikeeffectasiforiginally namedTrusteehereinandthereuponthedutiesandobligationsofthepreviousTrusteeshall ceaseandterminate.UponthepaymentofthefeesandexpensesowedtothepreviousTrustee, theTrusteeceasingtoactunderthisIndentureshallpayovertothesuccessortrusteeallmoneys heldbyitunderthisIndenture;and,uponrequestofthesuccessortrustee,theTrusteeceasingto actshallexecuteanddeliveraninstrumenttransferringtothesuccessortrusteealltheestates, properties,rights,powersandtrustsunderthisIndentureoftheTrusteeceasingtoAct. InstrumentsofSuccession.Anysuccessortrusteeshallexecute,Section8.14 acknowledgeanddelivertotheTownaninstrumentacceptingsuchappointmentunderthis Indenture;andthereuponsuchsuccessortrustee,withoutanyfurtheract,deedorconveyance, shallbecomefullyvestedwithalltheestates,properties,rights,powers,trusts,dutiesand obligationsofitspredecessorinthetrustunderthisIndenture,withlikeeffectasiforiginally namedTrusteeherein and thereupon the duties and obligations of the predecessor shall cease and terminate.TheTrusteeceasingtoactunderthisIndentureshall,upon the payment of the fees and expenses owed to the predecessor Trustee,payovertothesuccessortrusteeallmoneysheld byitunderthisIndenture;and,uponrequestofthesuccessortrustee,theTrusteeceasingtoact 36 ATTACHMENT D: INDENTURE OF TRUST shallexecuteanddeliveraninstrumenttransferringtothesuccessortrusteealltheestates, properties,rights,powersandtrustsunderthisIndentureoftheTrusteeceasingtoact. MergerofTrustee.AnycorporationintowhichanyTrusteehereunderSection8.15 maybemergedorwithwhichitmaybeconsolidated,oranycorporationresultingfromanysale, mergerorconsolidationofitscorporatetrustbusinesstowhichanyTrusteehereundershallbea party,shallbethesuccessortrusteeunderthisIndenture,withouttheexecutionorfilingofany paperoranyfurtheractonthepartofthepartieshereto,anythinghereintothecontrary notwithstanding. InterventionbyTrustee.InanyjudicialproceedingtowhichtheTrusteeSection8.16 ortheTownisapartyandwhich,intheopinionoftheTrusteeanditsCounsel,hasasubstantial bearingontheinterestsofOwnersoftheCertificates,theTrusteemayinterveneonbehalfofthe OwnersandshalldosoifrequestedinwritingbytheOwnersofatleastamajorityinaggregate principalamountofOutstandingCertificatesanduponbeingfurnishedsatisfactoryindemnity. TherightsandobligationsoftheTrusteeunderthisSectionaresubjecttotheapprovalofacourt ofcompetentjurisdiction. BooksandRecordoftheTrustee;TrusteeRecordKeeping.TheSection8.17 TrusteeshallkeepsuchbooksandrecordsrelatingtotheSiteLeaseandtheLeaseandFundsand AccountscreatedunderthisIndentureasshallbeconsistentwithindustrypracticeandmakesuch booksandrecordsavailableforinspectionbytheTown,atallreasonabletimesandforsixyears followingthedischargeofthisIndentureaccordingtoArticle6hereof. EnvironmentalMatters.AnyrealpropertyorinterestinrealpropertySection8.18 constitutinganyportionoftheTrustEstateshallbesubjecttothefollowingprovisions: TheTrustee’sresponsibilitiesforanyinterestinrealpropertyconstitutingany(a) portionoftheTrustEstate,priortoanEventofIndentureDefault,shallbeperformedasTrustee onbehalfoftheOwnersoftheCertificateswithoutanydutytomonitororinvestigatewhether therealpropertyconstitutinganyportionoftheTrustEstatecomplieswithenvironmentallawsor issubjecttoanyHazardousSubstance. FollowinganEventofIndentureDefault,iftheTrusteedeterminesthatthe(b) release,threatenedrelease,use,generation,treatment,storageordisposalofanyHazardous Substanceon,underoraboutrealpropertyconstitutinganyportionoftheTrustEstategivesrise toanyliabilityorpotentialliabilityunderanyfederal,State,localorcommonlaw,ordevaluesor threatenstodevaluesuchrealproperty,theTrusteemaytakewhateveractionisdeemed necessarybytheTrusteetoaddressthethreatenedoractualreleasesofHazardousSubstances,or tobringaboutormaintainsuchrealproperty’scompliancewithfederal,Stateorlocal environmentallawsandregulations. 37 ATTACHMENT D: INDENTURE OF TRUST ARTICLE9 SUPPLEMENTALINDENTURESAND AMENDMENTSOFTHELEASEANDSITELEASE SupplementalIndenturesandAmendmentsNotRequiringCertificateSection9.01 Owners’Consent.TheTrusteemay,withthewrittenconsentoftheTown,butwithoutthe consentofornoticetotheOwners,enterintosuchindenturesoragreementssupplementalhereto, foranyoneormoreorallofthefollowingpurposes: tograntadditionalpowersorrightstotheTrustee;(a) toauthorizetheexecutionanddeliveryofAdditionalCertificatesforthepurposes(b) andundertheconditionssetforthinSection2.08hereof; inordertopreserveorprotecttheexcludabilityfromgrossincomeforfederal(c) incometaxpurposesoftheinterestportionoftheBaseRentalsallocabletotheCertificates;or foranypurposenotinconsistentwiththetermsofthisIndentureortocureany(d) ambiguity,ortocorrectorsupplementanyprovisioncontainedhereinwhichmaybedefectiveor inconsistentwithanyotherprovisionscontainedhereinortomakesuchotheramendmentstothis IndenturewhichdonotmateriallyadverselyaffecttheinterestsoftheOwnersoftheCertificates. SolongastheInitialPurchaseristheOwnerof100%oftheCertificatesOutstanding,any amendmenttothisIndentureshallrequirethepriorwrittenconsentoftheInitialPurchaser,such consentshallnotbeunreasonablywithheld. SupplementalIndenturesandAmendmentsRequiringCertificateSection9.02 Owners’Consent. (a)ExclusiveofsupplementalindenturesandamendmentscoveredbySection9.01 hereof,thewrittenconsentoftheTownandtheconsentoftheOwnersofamajorityinaggregate principalamountoftheCertificatesthenOutstanding,shallberequiredforanyindentureor indenturessupplementalhereto. Notwithstandingtheforegoing,withouttheconsentoftheOwnersofallofthe(b) CertificatesatthetimeOutstandingnothinghereincontainedshallpermit,orbeconstruedas permitting: Achangeinthetermsofredemptionormaturityoftheprincipalamountof(i) ortheinterestonanyOutstandingCertificate,orareductionintheprincipalamountofor premiumpayableuponanyredemptionofanyOutstandingCertificateortherateofinterest thereon,withouttheconsentoftheownerofsuchCertificate; ThedeprivationoftheOwnerofanyCertificatethenOutstandingofthe(ii) interestcreatedbythisIndenture(otherthanasoriginallypermittedhereby)withouttheconsent oftheOwnerofsuchCertificate; 38 ATTACHMENT D: INDENTURE OF TRUST AprivilegeorpriorityofanyCertificateorCertificatesoveranyother(iii) CertificateorCertificates(exceptwithrespecttothepossiblesubordinationofAdditional Certificates);or AreductionintheaggregateprincipalamountoftheCertificatesrequired(iv) forconsenttosuchsupplementalindenture. IfatanytimetheTownshallrequesttheTrusteetoenterintoasupplemental indenturewhichrequirestheconsentoftheCertificateOwnersasprovidedherein,theTrustee shall,uponbeingsatisfactorilyindemnifiedwithrespecttoexpenses,causenoticeofthe proposedexecutionofsuchsupplementalindenturetobemailedtotheRegisteredOwnersofthe CertificatesattheaddresseslastshownontheregistrationrecordsoftheTrustee.Suchnotice shallbrieflysetforththenatureoftheproposedsupplementalindentureandshallstatethat copiesthereofareonfileattheprincipalcorporatetrustofficeoftheTrusteeforinspectionbyall CertificateOwners.If,within60daysorsuchlongerperiodasshallbeprescribedbytheTown followingthemailingofsuchnotice,therequiredconsentshavebeenfurnishedtotheTrusteeas hereinprovided,noCertificateOwnershallhaveanyrighttoobjecttoanyofthetermsand provisionscontainedtherein,ortheoperationthereof,orinanymannertoquestionthepropriety oftheexecutionthereof,ortoenjoinorrestraintheTrusteefromexecutingthesameorfrom takinganyactionpursuanttotheprovisionsthereof. AmendmentoftheLeaseandtheSiteLease.Section9.03 TheTrusteeandtheTownshallhavetherighttoamendtheLeaseandtheSite(a) LeasewithouttheconsentofornoticetotheOwnersoftheCertificates,foroneormoreofthe followingpurposes: (1)toaddcovenantsoftheTrusteeortheTownortograntadditionalpowers orrightstotheTrustee; (2)inordertomorepreciselyidentifytheLeasedProperty,includingany substitutions,additionsormodificationstotheLeasedPropertyasthecasemaybe,asmaybe authorizedundertheSiteLeaseandtheLease; (3)tomakeadditionstotheLeasedProperty,amendthescheduleofBase RentalsandmakeallotheramendmentsnecessaryfortheexecutionanddeliveryofAdditional CertificatesinaccordancewithSection2.08hereof; (4)inordertopreserveorprotecttheexcludabilityfromgrossincomefor federalincometaxpurposesoftheinterestportionoftheBaseRentalsallocabletothe Certificates;or (5)foranypurposenotinconsistentwiththetermsofthisIndentureortocure anyambiguityortocorrectorsupplementanyprovisioncontainedthereinorinanyamendment theretowhichmaybedefectiveorinconsistentwithanyotherprovisioncontainedthereinor hereinorinanyamendmenttheretoortomakesuchotheramendmentstotheLeaseortheSite LeasewhichdonotmateriallyadverselyaffecttheinterestsoftheOwnersoftheCertificates. 39 ATTACHMENT D: INDENTURE OF TRUST IftheTrusteeortheTownproposestoamendtheLeaseortheSiteLeaseinsucha(b) wayaswouldmateriallyadverselyaffecttheinterestsoftheOwnersoftheCertificates,the TrusteeshallnotifytheOwnersoftheCertificatesoftheproposedamendmentandmayconsent theretoonlywiththeconsentoftheOwnersofamajorityinaggregateprincipalamountofthe OutstandingCertificates;provided,thattheTrusteeshallnot,withouttheunanimousconsentof theOwnersofallCertificatesOutstanding,consenttoanyamendmentwhichwould(1)decrease theamountspayableinrespectoftheLease,or(2)changetheBaseRentalsPaymentDatesor(3) changeanyoftheprepaymentprovisionsoftheLease. Anyprovisionofsubsections(a)and(b)abovetothecontrarynotwithstanding,so(c) longastheInitialPurchaseristheOwnerof100%oftheCertificatesOutstanding,any amendmenttotheLeaseortheSiteLeaseshallrequirethepriorwrittenconsentoftheInitial Purchaser,whichconsentshallnotbeunreasonablywithheld. 40 ATTACHMENT D: INDENTURE OF TRUST ARTICLE10 MISCELLANEOUS EvidenceofSignatureofOwnersandOwnershipofCertificates.AnySection10.01 request,consentorotherinstrumentwhichthisIndenturemayrequireorpermittobesignedand executedbytheOwnersmaybeinoneormoreinstrumentsofsimilartenor,andshallbesigned orexecutedbysuchOwnersinpersonorbytheirattorneysappointedinwriting.Proofofthe executionofanysuchinstrumentorofaninstrumentappointinganysuchattorney,orthe ownershipofCertificatesshallbesufficient(exceptasotherwisehereinexpresslyprovided)if madeinthefollowingmanner,buttheTrusteemay,nevertheless,initsdiscretionrequirefurther orotherproofincaseswhereitdeemsthesamedesirable: ThefactanddateoftheexecutionbyanyOwnerorhisattorneyofsuch(a) instrumentmaybeprovedbythecertificateofanyofficerauthorizedtotakeacknowledgmentsin thejurisdictioninwhichhepurportstoactthatthepersonsigningsuchrequestorother instrumentacknowledgedtohimtheexecutionthereof,orbyanaffidavitofawitnessofsuch execution,dulysworntobeforeanotarypublic. ThefactoftheowningbyanypersonofCertificatesandtheamountsandnumbers(b) ofsuchCertificates,andthedateoftheowningofthesame,maybeprovedbyacertificate executedbyanytrustcompany,bankorbankers,whereversituated,statingthatatthedate thereofthepartynamedthereindidexhibittoanofficerofsuchtrustcompanyorbankortosuch bankers,asthepropertyofsuchparty,theCertificatesthereinmentioned,ifsuchcertificateshall bedeemedbytheTrusteetobesatisfactory.TheTrusteemay,initsdiscretion,requireevidence thatsuchCertificateshavebeendepositedwithabank,bankersortrustcompanybeforetaking anyactionbasedonsuchownership.InlieuoftheforegoingtheTrusteemayacceptotherproofs oftheforegoingasitshalldeemappropriate. AnyrequestorconsentoftheownerofanyCertificateshallbeconclusiveuponandshall bindallfutureownersofsuchCertificateandofanyCertificateissueduponthetransferor exchangeofsuchCertificateinrespectofanythingdoneorsufferedtobedonebytheTown,the Trusteeinaccordancetherewith,whetherornotnotationofsuchconsentorrequestismadeupon anysuchCertificate. InspectionoftheLeasedProperty.UndertheLease,theTrusteeanditsSection10.02 dulyauthorizedagents(a)havetheright,butnottheduty,onreasonablenoticetotheTown,at allreasonabletimes,toexamineandinspecttheLeasedProperty(subjecttosuchregulationsas maybeimposedbytheTownforsecuritypurposes)and(b)arepermitted,buthaveno obligation,atallreasonabletimes,toexaminethebooks,records,reportsandotherpapersofthe TownwithrespecttotheLeasedProperty. PartiesInterestedHerein.NothinginthisIndentureexpressedorSection10.03 impliedisintendedorshallbeconstruedtoconferupon,ortogiveto,anypersonotherthanthe Town,theTrusteeandtheOwnersanyright,remedyorclaimunderorbyreasonofthis Indentureoranycovenant,conditionorstipulationofthisIndenture;andallthecovenants, stipulations,promisesandagreementsinthisIndenturecontainedbyandonbehalfoftheTrustee shallbeforthesoleandexclusivebenefitoftheTown,theTrustee,andtheOwners. 41 ATTACHMENT D: INDENTURE OF TRUST Titles,Headings,Etc.Thetitlesandheadingsofthearticles,sectionsandSection10.04 subdivisionsofthisIndenturehavebeeninsertedforconvenienceofreferenceonlyandshallin nowaymodifyorrestrictanyofthetermsorprovisionsofthisIndenture. Severability.IntheeventanyprovisionofthisIndentureshallbeheldSection10.05 invalidorunenforceablebyanycourtofcompetentjurisdiction,suchholdingshallnotinvalidate orrenderunenforceableanyotherprovisionofthisIndenture. GoverningLaw.ThisIndentureshallbegovernedandconstruedinSection10.06 accordancewiththelawsoftheStateofColoradowithoutregardtochoiceoflawanalysis. ExecutioninCounterparts.ThisIndenturemaybeexecutedinseveralSection10.07 counterparts,eachofwhichshallbeanoriginalandallofwhichshallconstitutebutoneandthe sameinstrument. Notices.Allnotices,certificatesorothercommunicationstobegivenSection10.08 hereundershallbesufficientlygivenandshallbedeemedgivenwhendeliveredormailedby certifiedorregisteredmail,postageprepaid,addressedasfollows: iftotheTrustee, UMBBank,n.a. 1670Broadway Denver,CO80202 Attention:CorporateTrustandEscrowServices iftotheTown, TownofAvon,Colorado OneLakeStreet Avon,Colorado81620 Attention:FinanceDirector TheTrusteemay,bywrittennotice,designateanyfurtherordifferentaddressestowhich subsequentnotices,certificatesorothercommunicationsshallbesent. SuccessorsandAssigns.Allthecovenants,promisesandagreementsinSection10.09 thisIndenturecontainedbyoronbehalfoftheTrusteeshallbindandinuretothebenefitofits successorsandassigns,whethersoexpressedornot. ConsentandNoticetotheInitialPurchaser.AnyprovisionhereinSection10.10 requiringthespecificconsentofornoticetotheInitialPurchasershallbeapplicablesolongas theInitialPurchaseristheOwnerofalloftheCertificatesthenOutstanding.Suchconsentofthe InitialPurchaserastheOwnerofalloftheCertificatesthenOutstandingshallnotbe unreasonablywithheld.ThisSection10.10shallnotbeconstruedtodeprivetheInitialPurchaser ofanynoticeorrighttoconsentasoneoftheOwnersoftheCertificateswheretheconsentofor noticetotheOwnersoftheCertificatesingeneralisrequiredherein. 42 ATTACHMENT D: INDENTURE OF TRUST PaymentsDueonSaturdays,SundaysandHolidays.IfthedateforSection10.11 makinganypaymentorthelastdayforperformanceofanyactortheexercisingofanyright,as providedinthisIndenture,shallbeadayotherthanaBusinessDaysuchpaymentmaybemade oractperformedorrightexercisedonthenextsucceedingBusinessDaywiththesameforceand effectasifdoneonthenominaldateprovidedinthisIndenture. ElectronicStorage.ThepartiesheretoagreethatthetransactionSection10.12 describedhereinmaybeconductedandrelateddocumentsmaybestoredbyelectronicmeans. Copies,telecopies,facsimiles,electronicfilesandotherreproductionsoforiginalexecuted documentsshallbedeemedtobeauthenticandvalidcounterpartsofsuchoriginaldocumentsfor allpurposes,includingthefilingofanyclaim,actionorsuitintheappropriatecourtoflaw. 43 ATTACHMENT D: INDENTURE OF TRUST INWITNESSWHEREOF,theTrusteehascausedthisIndenturetobeexecutedallasof thedatefirstabovewritten. UMBBank,n.a.,asTrustee By: SeniorVicePresident 44 ATTACHMENT D: INDENTURE OF TRUST EXHIBITA FORMOFCERTIFICATE CERTIFICATEOFPARTICIPATION, SERIES2014B EvidencingaProportionateInterestinthe BaseRentalsandotherRevenuesunderanAnnually RenewableLeasePurchaseAgreement,datedNovember18,2014,between UMBBank,n.a.,asTrustee,aslessor, andtheTownofAvon,Colorado,aslessee No.R-1 $[____] InterestRateMaturityDateDatedDate CUSIPNumber [___]%December1,20[__]November18,2014N/A RegisteredOwner:UMBBANK,N.A. PrincipalAmount:TWOMILLIONDOLLARS[_________________] THISCERTIFIESTHATtheRegisteredOwner(specifiedabove),orregisteredassigns, astheRegisteredOwner(the“Owner”)ofthisCertificateofParticipation,Series2014B(this “Certificate”),istheOwnerofaproportionateinterestintherighttoreceivecertaindesignated Revenues,includingBaseRentals,underandasdefinedintheLeasePurchaseAgreement(the “Lease”)datedasofNovember18,2014,betweenUMBBank,n.a.,Denver,Colorado,as Trustee(the“Trustee”),aslessor,andtheTownofAvon,Colorado(the“Town”),aslessee.This CertificateissecuredasprovidedintheLeaseandtheIndentureofTrust(the“Indenture”)dated asofNovember18,2014,bytheTrustee,fortheregisteredownersoftheCertificatesof Participation,Series2014B(the“Certificates”).Alltermscapitalizedbutnotdefinedherein shallhavethemeaningsgiventothemintheIndenture. ThisCertificatebearsinterest,matures,ispayable,issubjecttoredemption,andis transferableasprovidedintheIndenture. UndertheSiteLease,certainLeasedPropertydescribedtherein(the“LeasedProperty”) hasbeenleasedbytheTown,aslessor,totheTrustee,aslessee.UndertheLease,theLeased PropertyhasbeenleasedbackbytheTrustee,aslessor,totheTown,aslessee,andtheTownhas agreedtopaydirectlytotheTrusteeBaseRentalsinconsiderationoftheTown’srighttopossess andusetheLeasedProperty.CertainRevenues,includingBaseRentals,arerequiredunderthe IndenturetobedistributedbytheTrusteeforthepaymentoftheCertificatesandinterestthereon. TheLeaseissubjecttoannualappropriation,non-renewaland,inturn,terminationbytheTown. A-1 ATTACHMENT D: INDENTURE OF TRUST ThisCertificatehasbeenexecutedanddeliveredpursuanttothetermsoftheIndenture. ReferenceisherebymadetotheSiteLease,theLeaseandtheIndenture(copiesofwhichareon fileintheofficesoftheTrustee)foradescriptionofthetermsonwhichtheCertificatesare delivered,andtherightsthereunderoftheOwnersoftheCertificates,therights,dutiesand immunitiesoftheTrusteeandtherightsandobligationsoftheTownundertheSiteLeaseandthe Lease,toalloftheprovisionsofwhichSiteLease,LeaseandIndenturetheOwnerofthis Certificate,byacceptancehereof,assentsandagrees. AdditionalCertificatesmaybeexecutedanddeliveredpursuanttotheIndenturewithout consentofornoticetotheownersoftheCertificatesanduponthesatisfactionofcertain conditionsandlimitations.SuchAdditionalCertificates,togetherwiththeCertificates,are referredtohereinasthe“Certificates.”AdditionalCertificateswillevidenceinterestsinrightsto receiveRevenues,includingBaseRentals,withoutpreference,priorityordistinctionofany Certificates,includingtheCertificates,overanyothers,however,insuranceandothercredit facilitiesmaybeapplicableonlytoparticularseriesofCertificatesorportionsthereof. TotheextentandinthemannerpermittedbythetermsoftheIndenture,theprovisionsof theIndenturemaybeamendedbytheTrusteewiththewrittenconsentoftheOwnersofa majorityinaggregateprincipalamountoftheCertificatesoutstanding,andmaybeamended withoutsuchconsentundercertaincircumstancesdescribedintheIndenturebutinnoeventsuch thattheinterestsoftheOwnersoftheCertificatesaremateriallyadverselyaffected,providedthat nosuchamendmentistoimpairtherightofanyOwnertoreceiveinanycasesuchOwner’s proportionateshareofanypaymentofRevenuesinaccordancewiththetermsofsuchOwner’s Certificate. THEOWNEROFTHISCERTIFICATEISENTITLEDTORECEIVE,SUBJECTTO THETERMSOFTHELEASE,THEPRINCIPALAMOUNT(SPECIFIEDABOVE),ONTHE MATURITYDATE(SPECIFIEDABOVE),ANDISENTITLEDTORECEIVEINTEREST ONTHEPRINCIPALAMOUNTATTHEINTERESTRATE(SPECIFIEDABOVE).The interesthereonispayableattheinterestratefromtheDatedDate(specifiedabove)onDecember 1,2014,andsemiannuallythereafteronJune1andDecember1ineachyear(the“Interest PaymentDates”)andthereafter(A)fromtheExecutionDate(specifiedbelow),ifthisCertificate isexecutedonanInterestPaymentDateor(B)fromthelastprecedingInterestPaymentDateto whichinteresthasbeenpaidinallothercases,untilthePrincipalAmountispaidassetforth herein.Interestistobecalculatedonthebasisofa360-dayyearconsistingoftwelve30-day months. THISCERTIFICATEISPAYABLESOLELYFROMTHEBASERENTALS PAYABLETOTHETRUSTEEPURSUANTTOTHELEASEANDOTHERREVENUESAS DEFINEDINTHEINDENTURE.NEITHERTHELEASE,THISCERTIFICATE,ORTHE OBLIGATIONOFTHETOWNTOPAYBASERENTALSORADDITIONALRENTALS CONSTITUTESAGENERALOBLIGATIONOROTHERINDEBTEDNESSOFTHETOWN ORAMULTIPLEFISCALYEARDIRECTORINDIRECTDEBTOROTHERFINANCIAL OBLIGATIONWHATSOEVEROFTHETOWN,WITHINTHEMEANINGOFANY CONSTITUTIONAL,HOMERULECHARTERORSTATUTORYDEBTLIMITATION. NEITHERTHELEASENORTHECERTIFICATESHAVEDIRECTLYORINDIRECTLY A-2 ATTACHMENT D: INDENTURE OF TRUST OBLIGATEDTHETOWNTOMAKEANYPAYMENTSBEYONDTHOSE APPROPRIATEDFORTHETOWN’STHENCURRENTFISCALYEAR. This Certificate is executed and delivered under the authority of Part 2 of Article 57,Title 11,Colorado Revised Statutes (the “Supplemental Act”).Pursuant to Section 11-57-210 of the Supplemental Act,such recital shall be conclusive evidence of the validity and the regularity of theissuanceofthisCertificateafteritsdeliveryforvalue. This Certificate is executed with the intent that the laws of the State of Colorado shall govern its legality,validity,enforceability and construction.The Town has determined that this Certificate is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. This Certificate shall not be valid or become obligatory for any purpose or be entitled to anysecurityorbenefitundertheLeaseortheIndenture,untilexecutedbytheTrustee. For the purpose of Section 265(b)(3)(B)of the Internal Revenue Code,the Town has designatedtheCertificatesasqualifiedtax-exemptobligations The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity.The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as TrusteeundertheIndenture. IT IS HEREBY CERTIFIED,RECITED AND DECLARED that all things,conditions and acts required by the Constitution and the statutes of the State and the Indenture to exist,to have happened and to have been performed precedent to and the execution and delivery of this Certificate,do exist,have happened and have been performed in due time,form and manner,as requiredbylaw. IN WITNESS WHEREOF,this Certificate has been executed with the manual signature ofanauthorizedrepresentativeoftheTrustee. ExecutionDate:November18,2014 Interest hereon is payable to the Owner,as shown on the registration books kept by the Trustee as of the close of business on the “regular record date,”which is the 15th day of the calendar month immediately preceding the month of the Interest Payment Date (or the Business Day immediately preceding such 15th day,if such 15th day is not a Business Day)or on a “special record date”established in accordance with the Indenture.The Trustee may treat the Owner of this Certificate appearing on the registration books maintained by the Trustee as the absolute owner hereof for all purposes and is not to be affected by any notice to the contrary. The Principal Amount or redemption price hereof and interest hereon are payable in lawful moneyoftheUnitedStatesofAmerica. This Certificate is transferable by the Owner hereof,in person or by his attorney duly authorized in writing,on the registration books kept at the corporate trust office of the Trustee. Upon such transfer,a new fully registered Certificate of the same maturity,of authorized A-3 ATTACHMENT D: INDENTURE OF TRUST denomination or denominations,for the same aggregate principal amount,will be executed and delivered to the transferee in exchange for this Certificate,all upon payment of the charges and subject to the terms and conditions set forth in the Indenture.The Trustee may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof,whether or not this Certificate shall be overdue,for the purpose of receiving payment and for all other purposes,andneithertheTownnortheTrusteeshallbeaffectedbyanynoticetothecontrary. Optional Redemption.The Certificates maturing on or prior to December 1,20__shall not be subject to optional redemption prior to their respective maturity dates.The Certificates maturing on and after December 1,20__shall be subject to redemption prior to their respective maturity dates at the option of the Town,in whole or in part,in integral multiples of $5,000,and if in part in such order of maturities as the Town shall determine and by lot within a maturity,on December 1,20__,and on any date thereafter,at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Mandatory Sinking Fund Redemption.The Certificates are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest to the redemptiondate. As and for the sinking fund for the Certificates maturing on December 1,20__ (the “Term Certificates”),the Town shall deposit in the Base Rentals Fund on or before December 1,20__and on each December 1 thereafter through and including December 1,20__, a sum which together with other moneys available in the Base Rentals Fund is sufficient to redeem (after credit as hereinafter provided),on the following dates,the following principal amountsoftheTermCertificatesmaturingDecember1,20__: December1of the Year Principal Amount The remaining $[_______]of the Term Certificates maturing December 1,20[__]shall be paid uponpresentationandsurrenderatmaturityunlessredeemedpriortomaturity. On or before the 30th day prior to each such sinking fund payment date,the Trustee shall proceed to call the Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such Term Certificates)for redemption from the sinking fund on the next December 1,and give notice of such call without other instruction or notice from the Town.The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on A-4 ATTACHMENT D: INDENTURE OF TRUST such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund)or otherwise canceled and not theretofore applied as a credit against a sinking fund installment.Such reductions,if any,shall be applied in such year or years as may bedeterminedbytheTown. Extraordinary Mandatory Redemption.If the Lease is terminated by reason of the occurrence of (a)an Event of Nonappropriation,or (b)an Event of Lease Default,or (c)the Trustee,at the direction of the Town,fails to repair or replace the Leased Property if:(1)the Leased Property is damaged or destroyed in whole or in part by fire or other casualty;(2)title to, or the temporary or permanent use of,the Leased Property,or any portion thereof,has been taken by eminent domain by any governmental body;(3)breach of warranty or any material defect with respect to the Leased Property becomes apparent;or (4)title to or the use of all or any portion of the Leased Property is lost by reason of a defect in title thereto,and the Net Proceeds (as defined in the Lease)of any insurance,performance bond or condemnation award,or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property,made available by reason of such occurrences,are insufficient to pay in full,the cost of repairing or replacing the Leased Property and the Town does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose,the Certificates are required to be called for redemption.If called for redemption,as described herein,the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine,for a redemption price equal to the principal amount thereof,plus accrued interest to the redemption date (subject to the availability offunds as describedbelow). If the Net Proceeds,including the Net Proceeds from the exercise of any Lease Remedy under the Lease,otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates,the Trustee may,or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding,and upon indemnification as to costs and expenses as provided in the Indenture,without any further demand or notice,is to exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys,if any,thenonhandandbeingheldbytheTrusteefortheOwnersoftheCertificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100%of the principal amount thereof plus interest accrued to the redemption date,then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are to be allocated proportionately among the Certificates,according to the principal amount thereof Outstanding.In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100%of the principal amount thereof plus interest accrued to the redemption date,then such excess moneys are to be paid to the Town as an overpayment of the Purchase Option Price in respect of the Leased Property.Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies,the Trustee is entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses,including attorneys’fees, A-5 ATTACHMENT D: INDENTURE OF TRUST incurred thereby,from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE,SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES,AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES,INCLUDING THE CERTIFICATES, SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THETOWN. Partial Redemption.If less than all of the Certificates are to be redeemed,the Certificates are to be redeemed only in integral multiples of $5,000.The Trustee is to treat any Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000.Upon surrender of any Certificate for redemption in part,the Trustee is to execute and deliver to the Owner thereof,at no expense of the Owner,a new Certificate or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemedportionoftheCertificatessosurrendered. Notice of Redemption.Whenever Certificates are to be redeemed,the Trustee is required to,not less than thirty (30)and not more than sixty (60)days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate),mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses,by first class mail,postage prepaid,or in the event that the Certificates to be redeemed are registered in the name of the Depository,such notice may,in the alternative,be given by electronic means in accordance with the requirements of the Depository..Any notice of redemption is to (1)be given in the name of the Trustee,(2)identify the Certificates to be redeemed,(3)specify the redemption date and the redemption price,(4)in the event of Optional Redemption,state that the Town has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease,(5)state that such redemption is subject to the deposit of the funds related to such option by the Town on or before the stated redemption date and (6)state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue.The Trustee may use “CUSIP”numbers in notices of redemption as a convenience to Certificates Owners,provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix establishedundertheIndenture. This Certificate is executed and delivered under the authority of Part 2 of Article 57,Title 11,Colorado Revised Statutes (the “Supplemental Act”).Pursuant to Section 11-57-210 of the Supplemental Act,such recital shall be conclusive evidence of the validity and the regularity of theissuanceofthisCertificateafteritsdeliveryforvalue. This Certificate is executed with the intent that the laws of the State of Colorado shall govern its legality,validity,enforceability and construction.The Town has determined that this A-6 ATTACHMENT D: INDENTURE OF TRUST Certificate is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. This Certificate shall not be valid or become obligatory for any purpose or be entitled to anysecurityorbenefitundertheLeaseortheIndenture,untilexecutedbytheTrustee. For the purpose of Section 265(b)(3)(B)of the Internal Revenue Code,the Town has designatedtheCertificatesasqualifiedtax-exemptobligations The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity.The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as TrusteeundertheIndenture. IT IS HEREBY CERTIFIED,RECITED AND DECLARED that all things,conditions and acts required by the Constitution and the statutes of the State and the Indenture to exist,to have happened and to have been performed precedent to and the execution and delivery of this Certificate,do exist,have happened and have been performed in due time,form and manner,as requiredbylaw. IN WITNESS WHEREOF,this Certificate has been executed with the manual signature ofanauthorizedrepresentativeoftheTrustee. A-7 ATTACHMENT D: INDENTURE OF TRUST ExecutionDate:November18,2014 UMBBank,n.a.,asTrustee By: SeniorVicePresident A-8 ATTACHMENT D: INDENTURE OF TRUST (FormofAssignment) ASSIGNMENT FORVALUERECEIVEDtheundersignedherebysells,assignsandtransfersunto ______________________________________________thewithinCertificateandhereby irrevocablyconstitutesandappoints____________Attorney,totransferthewithinCertificateon thebookskeptforregistrationthereof,withfullpowerofsubstitutioninthepremises. Signature Dated: SignatureGuaranteed: Signaturemustbeguaranteedbyamember ofaMedallionSignatureProgram AddressofTransferee: ____________________________________ ____________________________________ ____________________________________ A-9 ATTACHMENT D: INDENTURE OF TRUST SocialSecurityorothertax identificationnumberoftransferee: NOTE:ThesignaturetothisAssignmentmustcorrespondwiththenameaswrittenontheface ofthewithinbondineveryparticular,withoutalterationorenlargementoranychange whatsoever. (EndFormofAssignment) A-10 ATTACHMENT D: INDENTURE OF TRUST (FormofPrepaymentPanel) PREPAYMENTPANEL Thefollowinginstallmentsofprincipal(orportionsthereof)ofthiscertificatehavebeen prepaidinaccordancewiththetermsoftheIndenture,asamended,authorizingtheissuanceof thiscertificate. Dateof Prepayment Principal Prepaid Signatureof Authorized RepresentativeofDTC (EndofFormofRedemptionPanel) (EndFormofCertificates) A-11 ATTACHMENT D: INDENTURE OF TRUST DocumentcomparisonbyWorkshareCompareonWednesday,October08, 20146:58:05PM Input: Document1ID interwovenSite://RDG-DMS/ButlerSnow/22116247/1 Description #22116247v1<ButlerSnow>-TrustIndenture Document2ID interwovenSite://RDG-DMS/ButlerSnow/22116247/2 Description #22116247v2<ButlerSnow>-TrustIndenturev2 Renderingset Standard Legend: Insertion Deletion Movedfrom Movedto Stylechange Formatchange Moveddeletion Insertedcell Deletedcell Movedcell Split/Mergedcell Paddingcell Statistics: Count Insertions 165 Deletions 131 Movedfrom 14 Movedto 14 Stylechange 0 Formatchanged 0 Totalchanges 324 ATTACHMENT D: INDENTURE OF TRUST TOWN COUNCIL REPORT To: Honorable Mayor and Town Council From: Danita Dempsey, Special Event Supervisor Virginia Egger, Town Manager Date: October 9, 2014 Re: Retaining Bloom Networking & Promotions for Après Avon INDEPENDENT CONTRACTOR AGREEMENT FOR APRÈS AVON With the eyes of the world on the 2015 Alpine World Ski Championships, Après Avon, one of the three major venues for the 2015 AWSC, will provide Avon the opportunity to elevate the Town brand by creating a unique visitor experience. Billed as “A Daily Street Fair of Music, Tastings & Spontaneity” the event will be held from 2:00pm – 5:30 pm, February 3 – 14 at the Town of Avon Pedestrian Mall and Lettuce Shed Lane allowing easy access for festival goers. In partnership with the VVF, Town staff has been soliciting key local sponsors for Après Avon. While there is broad local support for the event, many local sponsors are otherwise committed to the 2015 AWSC. Staff believes there are broader sponsorship opportunities outside of Avon available, but staff lacks the contacts, time and expertise for a broader national reach. Town staff and Councilor Jake Wolf met with Greg Bloom, President/CEO of Bloom Networking & Promotions, to evaluate the overall needs for sponsorship solicitation for Après Avon. Bloom Networking & Promotions has relationships and access to thousands of agencies and industry databases, brands and donors nationwide and in the Vail Valley. Staff assessed that Bloom Networking & Promotions has the necessary expertise and contacts to be successful in garnering sponsorships for Après Avon, and has negotiated an independent contractor agreement with Greg, for the period October 14 through February 14, 2015. A monthly consulting fee of $2,000 will be paid and 20% commissions on each secured sponsorship, not to exceed a total of $56,000 for sponsorship services, see attachment Bloom Networking & Promotions Consulting & Fee Agreement. Performance Pavilion RFQ - Town staff has placed a Naming Opportunity for the Pavilion with several local entities for sponsorship. To reach a broader group of interests, a RFQ for sponsorship services for the Pavilion and the Creative Arts District will be prepared distributed in early 2015. It is that expected a commission based third-party naming agreement will potentially exceed $100,000, and therefore, a competitive solicitation is recommended.  Page 2 STAFF RECOMMENDATION Staff recommends contracting with Bloom Networking & Promotions specifically for the development of a multilevel Après Avon sponsorship deck, sponsorship solicitation, curating and implementation of brand activation, sponsorship agreement fulfillment and analysis of ROI for sponsors. In our view, a commitment of up to $56,000 for the expertise, depth and breadth of reach is money well spent to potentially increase the cost recovery of Après Avon and exposure of Avon to national sponsors. MOTION If Council wishes to proceed, a motion should be made to authorize the Town Manager to execute the Bloom Networking & Promotions Agreement, dated October 15, 2014, , and to appropriate $56,000 from the General Fund Contingency line item to the Special Events Other Contracted Services line item. ATTACHMENT Bloom Networking & Promotions Consulting & Fee Agreement Bloom Networking & Promotions LLC - 2014 Page 1 of 5 Independent Contractor Service Agreement For Consulting Services This Independent Contractor Service Agreement (“Agreement”) dated as of October 14, 2014 (“Commencement Date”) is between the Town of Avon, a Colorado home rule community (“Town”) and Bloom Networking & Promotions, LLC (“Contractor”). 1. Services: Contractor agrees to provide “Services” as described in the “Scope of Services” attached to this Agreement as Exhibit A. To the extent the provisions of this Agreement conflict with the Scope of Services, the terms of this Agreement shall control. Contractor shall provide and complete the Services in a workmanlike fashion. Contractor hereby warrants that it has the workforce, training, experience and ability necessary to properly complete the Services in a timely fashion. Contractor will comply, and cause all of its employees, agents and subcontractors to comply, with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers’ compensation; disability, injury, or health; professional liability insurance, errors and omissions insurance; or retirement account contributions. 3. Term: This Agreement shall be effective only if all Parties’ signatures have been affixed hereto on originals or by digital signature and shall commence on the Commencement Date. This Agreement shall terminate on February 13, 2015, or until it is terminated as allowed herein. 4. Compensation: Town agrees to pay Contractor a monthly fee of $2,000.00 for Services rendered up to maximum amount of $6,000.00, which monthly compensation shall be due on November 15, 2014, December 15, 2014 and January 15, 2015 and payable in accordance with ¶5. In addition to the monthly fee Town agrees to pay Contractor a commission of 20% of the amount of any sponsorship fee or donation from a “Sponsor” payable to and received by Town for the Après Avon event as described in the Scope of Services, provided that the following conditions are met: A. The Sponsors shall be acceptable to the Town in the Town’s sole discretion; B. The sponsorship fee or donation is pledged prior to the end of the Après Avon event and received by the Town no later than April 30, 2015; and, C. The total amount of commission paid to Contractor shall not exceed $50,000.00 regardless of the total amount of sponsorship fees and/or donations received by the Town. The Town’s obligation to pay the commission as set forth in this ¶4 shall survive the termination of this Agreement. Bloom Networking & Promotions LLC - 2014 Page 2 of 5 5. Payment: Payment for Services shall be due only after the Services are completed to the Town’s satisfaction and after Contractor has submitted an invoice for the amount due complete with the Contractor’s taxpayer identification number or social security number. Contractor’s invoice for any commission shall be effective until the sponsorship fee or donation is received by the Town. Town shall pay Contractor within thirty (30) days after an invoice in proper form is submitted to Town. 6. Illegal Aliens: This Agreement is subject to the provisions of the Illegal Aliens-Public Contracts for Services Act found at C.R.S. Section 8-17.5-101 et seq. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program or Department Program in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Agreement. As used in this Section 5. “Department” means the Colorado Department of Labor and Employment. A. Specifically, Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (ii) Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. B. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the E-Verify Program or Department Program. C. Contractor shall not use either the E-Verify Program or Department Program to undertake pre-employment screening of job applicants while this Agreement is in effect. D. If Contractor obtains actual knowledge that any of its subcontractors performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: (i) notify the subcontractor and Town, within three (3) days of discovery of such fact, that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) terminate the contract with the subcontractor if, within three (3) days of receiving the notice required by subpart D. (i) above, the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor need not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides information establishing that the subcontractor has not knowingly employed or contracted with an illegal alien. E. Contractor shall comply with any reasonable request by the Department made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. Section 8-17.5-102(5). F. If Contractor violates any of the provisions of this Section 5. Town shall have the right to terminate the Agreement for breach of contract and, in such case, Contractor shall be liable to Town for all Bloom Networking & Promotions LLC - 2014 Page 3 of 5 actual and consequential damages incurred by Town as a result of such breach and the termination of this Agreement. G. Town will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the Town terminates this Agreement for such breach. 7. Town Unilateral Termination: Town may terminate this Agreement without cause which shall be immediately effective upon delivery of written notice unilateral termination to the Contractor. In the event unilateral termination occurs prior the 15th day of the month, Town shall be liable for payment of the next occurring monthly fee in full (i.e. no proration) after the date that notice of unilateral termination is tended to Contractor. 8. Termination by Town for Default: Town may terminate this Agreement immediately upon delivery of written notice to Contractor stating the nature of the default. Default by Contractor includes: A. Failure to perform the Services as set forth in this Agreement; B. Knowing misrepresentation of the Après Avon event and the terms of sponsorship; C. Conduct by Contractor that adversely affects the reputation of the Town and conduct involving crimes of moral turpitude; and, D. Attempts to assign this Agreement without prior written consent by the Town. 9. Termination by Contractor for Default: A. Failure of Town to pay any amount due under this Agreement within thirty (30) days after written notice has been given that such payment is overdue; and, B. Official conduct of the Town which adversely affects the reputation of Contractor. 10. Obligation After Termination: Upon termination, suspension or expiration of this Agreement, all rights and obligations of either party hereunder shall cease without further liability, effective as of the date of termination, unless otherwise stated in this Agreement. Contractor shall immediately return to Town all materials (and all copies thereof) relating to Town, including but not limited to, all price and specifications catalogues, customer or prospect lists supplied by Town, Town program rules, Town manuals, sales literature and any and all other such materials Town requests to be returned. Contractor agrees that it will not, after termination of this Agreement, represent itself in any fashion as the agent or representative of Town. Contractor agrees that it, its personnel and subcontractors will not copy or retain any customer lists or other material of Town. 11. Confidential Information: Town and Contractor acknowledge that each party will receive confidential information, data and communications related to the seeking sponsorship fees and donations. To the extent allowed under the Colorado Open Records Act and any other applicable law, Town agrees that it will not disclose any confidential information received from Contractor without Contractor’s prior written consent. In the event that the Town receives a public records request or court order seeking confidential information received by Contractor, Town shall use its best efforts to notify Contractor prior to releasing such information. In the event that Contractor desires to oppose such public records request or Bloom Networking & Promotions LLC - 2014 Page 4 of 5 court order the Town agrees to cooperate with Contractor in good faith provided that Town’s obligation hereunder shall not create any direct financial or legal obligation to oppose such public records request or court order. Contractor agrees that it will not release any confidential information received by the Town without the Town’s prior written consent. 12. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 13. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 14. Limitation of Damages: The parties agree that Contractor’s remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement and that Town shall not be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits. 15. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney’s fees, arising out of the performance of the Services, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 16. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. AGREEMENT READ, UNDERSTOOD AND APPROVED: TOWN OF AVON BLOOM NETWORKING & PROMOTIONS LLC BY:________________________________ BY:____________________________________ Virginia Egger, Town Manager Greg Bloom, Manager Bloom Networking & Promotions LLC - 2014 Page 5 of 5 EXHIBIT A: SCOPE OF SERVICES Scope of Services to be Provided: Contractor shall provide the following Services: Assist Town in identifying and signing companies, brand sponsors and individual donors specifically to support the Après Avon special event scheduled to occur from February 3, 2015 through February 14, 2015 Contractor will assist with: - designing presentable sponsor/donor deck - posting Town sponsorship opportunities on new Bloom website and including in email campaigns to brands (which postings shall be subject to Town’s prior review and approval) - identifying multiple levels of sponsors - curating and implementation of brand activations as needed - event operations where it is necessary to oversee brand activations and their integration with event and venue operations - planning and overseeing production of recap videos/sizzle reels and return on investment (“ROI”) data reports to present to participating brands following activations and for usage in future solicitation of sponsor prospects - creating sponsor agreements which shall be subject to Town’s review and approval prior to any use - ensuring fulfillment in concert with event operations team Town acknowledges that Contractor’s successful performance of the Scope of Services will depend upon active and prompt cooperation, support by the Town, including Town providing Contractor with Town information and available photo, video and digital assets. Town further acknowledges that its active cooperation and support is needed to comply with brand sponsor and donor needs for a thorough activation of the brands, execution of deliverables, and integration of the combined assets. Cost of photography and videography is not included in this Scope of Services. Contractor shall not be obligated to act in any other capacity or for any other purpose on behalf of Town unless the parties agree to amend this Scope of Services. TOWN COUNCIL REPORT To: Honorable Mayor and Town Council From: Preston Neill, Executive Assistant to the Town Manager Date: October 14, 2014 Agenda Topic: Resolution No. 14-25, Series of 2014, A Resolution in Support of Colorado Proposition 105, “Labeling Genetically Modified Food” BACKGROUND: The Avon Town Council received an email from Mr. Gary Gilman, regarding an update on Colorado Proposition 105 which will appear on the November election ballot. The letter also requests Council’s support and endorsement of the proposition. Proposition 105 asks voters if foods modified or treated with genetically modified materials should be labeled “Produced With Genetic Engineering” starting July 1, 2016. The purpose of the ballot measure is transparency, not to ban “genetically modified organisms” (GMO’s). At the September 23 Council meeting, Council provided direction to staff to draft a Resolution to support and endorse Proposition 105. RECOMMENDED MOTION: I move to approve Resolution 14-25, A Resolution in Support of Colorado Proposition 105,”Labeling Generically Modified Food”. ATTACHMENT: Resolution No. 14-25, Series of 2014, A Resolution in Support of Colorado Proposition 105, “Labeling Generically Modified Food” Proposition 105 Request – Gary Gilman Letter TOWN OF AVON RESOLUTION NO. 14-25 Series of 2014 A RESOLUTION IN SUPPORT OF COLORADO PROPOSITION 105, “LABELING GENETICALLY MODIFIED FOOD” WHEREAS, Proposition 105 causes a ballot question (“Ballot Measure”) to be referred to the Colorado voters which Ballot Measure proposes amendments to the Colorado Revised Statutes to mandate the labeling of foods modified or treated with genetically modified materials as “Produced with Genetic Engineering,” commencing July 1, 2016; and WHEREAS, the purpose and intent of the Ballot Measure is to promote consumer awareness, understanding and informed choice and the purpose and intent of the Ballot Measure is not to restrict or ban “Genetically Modified Organisms” (GMO’s); and WHEREAS, informed consumer choice, nutrition and safety are extremely important in the State of Colorado’s food supply and the Town of Avon residents and Coloradoans have a right to know when food products for consumption which food products are Produced with Genetic Engineering; and WHEREAS, pursuant to C.R.S. §1-45-117(1)(b)(III), the Avon Town Council may pass a resolution supporting a ballot measure; and, NOW, THEREFORE BE IT RESOLVED that the Avon Town Council fully supports and endorses Colorado Proposition 105. BE IT FURTHERE RESOLVED that the Avon Town Clerk is directed to is hereby directed to report the passage of this Resolution and distribute the Resolution to the public through established, customary means other than paid advertising. ADOPTED October 14, 2014. AVON TOWN COUNCIL By:_______________________________ Attest:___________________________ Rich Carroll, Mayor Debbie Hoppe, Town Clerk TOWN OF AVON, COLORADO AVON MEETING MINUTES FOR TUESDAY SEPTEMBER 23, 2014 AVON TOWN HALL, ONE LAKE STREET FINAL - Avon Council Meeting 09-23-2014 Minutes.doc Page 1 1. CALL TO ORDER & ROLL CALL Mayor Carroll called the meeting to order at 5:15 pm. A roll call was taken and Council members present were Jake Wolf, Buz Reynolds, Matt Gennett, Jennie Fancher, Chris Evans and Dave Dantas. Also present were Town Manager Virginia Egger, Town Attorney Eric Heil, Executive Assistant Preston Neill and Town Clerk Debbie Hoppe. 2. APPROVAL OF AGENDA There were no changes to the agenda. 3. PUBLIC COMMENT MEGAN BURCH, CANDIDATE FOR AVON TOWN COUNCIL Angelo Loria, Peter Buckley, Amy Phillips and Sarah Smith Hymes commented. 4. ACTION ITEMS 4.1. PUBLIC HEARING AND ACTION ON AMPLIFIED SOUND PERMIT WITH A REQUEST BY AMANDA WILLIAMS & ADAM WILLIAMS TO EXTEND THE HOURS OF AMPLIFIED SOUND IN NOTTINGHAM PARK SEPTEMBER 27 & 28, 2014, FOR THE MAN ON THE CLIFF EVENT - EVENT MANAGER AMANDA WILLIAMS Mayor Carroll opened the Public Hearing, comments were made by Danita Dempsey. Councilor Dantas moved to approve Amplified Sound Permit with a Request by Amanda Williams to extend the Hours of Amplified Sound in Nottingham Park September 27 & 28, 2014, for the Man on the Cliff event; Councilor Evans seconded the motion and it passed unanimously by those present. 4.2. ACTION ON APPEAL OF TRANSFER TAX EXEMPTION – LARRY ROSSER (TOWN ATTORNEY ERIC HEIL) Amy Phillips and Bob West commented. Councilor Evans moved to deny Appeal of Transfer Tax Exemption; Mayor Pro Tem Fancher seconded the motion and it passes unanimously by those present. 4.3. FIRST READING OF ORDINANCE 14-15, SERIES OF 2014, COMCAST FRANCHISE AGREEMENT (TOWN MANAGER VIRGINIA EGGER) Andy Davis, J.K. Perry and Michael Cacioppo commented. Mayor Pro Tem Fancher moved to approve First Reading of Ordinance 14-15, Series of 2014, COMCAST Franchise Agreement with an advertised Public Hearing for the Second Reading to be held on October 14th; Councilor Dantas seconded the motion and it passed 5 to 2 vote. Councilor Reynolds and Councilor Wolf voted no. 4.4. APPROVAL OF LETTER OF ENGAGEMENT FOR BOND AND DISCLOSURE COUNSEL SERVICES WITH BUTLER SNOW (ASSISTANT TOWN MANAGER SCOTT WRIGHT) Michael Cacioppo commented TOWN OF AVON, COLORADO AVON MEETING MINUTES FOR TUESDAY SEPTEMBER 23, 2014 AVON TOWN HALL, ONE LAKE STREET FINAL - Avon Council Meeting 09-23-2014 Minutes.doc Page 2 Councilor Wolf moved to approve Letter of Engagement for Bond and Disclosure Counsel Services with Butler Snow; Mayor Pro Tem Fancher seconded the motion and it passed 6 to 1 vote. Councilor Gennett voted no. 4.5. FIRST READING OF ORDINANCE 14-16, SERIES 2014, APPROVING A PURCHASE AND SALE AGREEMENT OF PHASE 1B OFFICE BUILDING, MOUNTAIN VISTA RESORT SUBDIVISION AND COMMONLY REFERRED TO AS “THE SKIER BUILDING” FOR USE AS A TOWN HALL (TOWN ATTORNEY ERIC HEIL) Bob West, Angelo Loria, Charlie Sherwood, Peter Buckley, Dan Sunday, Michael Cacioppo, John Minervini, Wayne Hanson and Tab Bonidy commented. Mayor Pro Tem Fancher moved to approve First Reading of Ordinance 14-16, Series 2014, Approving a Purchase and Sale Agreement of Phase 1B Office Building, Mountain Vista Resort Subdivision and commonly referred to as “The Skier Building” for use as a Town Hall; Councilor Wolf seconded the motion and it passed 6 to 1 vote. Councilor Gennett voted no. 4.6. FIRST READING OF ORDINANCE 14-17, SERIES OF 2014, CERTIFICATE OF PARTICIPATION – PURCHASE AND BUILDING FINISHES FOR “THE SKIER BUILDING” (ASSISTANT TOWN MANAGER SCOTT WRIGHT) Dee Wisor and Jonathan Heroux commented. Councilor Dantas moved to approve First Reading of Ordinance 14-17, Series of 2014, Certificate of Participation – Purchase and Building Finishes for “The Skier Building”; Councilor Wolf seconded the motion and it passed 5 to 1 vote. Councilor Gennett voted no. Councilor Evans recused himself. 4.7. FIRST READING ON ORDINANCE 14-14, SERIES OF 2014, CERTIFICATES OF PARTICIPATION FOR STREET AND ROAD IMPROVEMENTS (ASSISTANT TOWN MANAGER SCOTT WRIGHT) Mayor Pro Tem Fancher moved to approve First Reading on Ordinance 14-14, Series of 2014, Certificates of Participation for Street and Road Improvements; Councilor Reynolds seconded the motion and it passed 5 to 1 vote. Councilor Wolf voted no. Councilor Evans recused himself. 4.8. PUBLIC HEARING ON MINOR PUD AMENDMENT APPLICATION FOR LOT 26, BLOCK 3, WILDRIDGE SUBDIVISION (TOWN PLANNER BRIAN GARNER) Mayor Carroll opened the Public Hearing, comments were made by Dominic Murillo, Charlie Sherwood, Ronda Niederhauser. Councilor Evans moved to approve Minor PUD Amendment application for Lot 26, Block 3, Wildridge; Mayor Pro Tem Fancher seconded the motion and it passed unanimously by those present. Councilor Dantas recused himself. 4.9. APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH MOMENTUM TRAILS GROUP FOR THE DEVELOPMENT OF THE WILD WEST RIDGE TRAIL (PLANNING MANAGER MATT PIELSTICKER) Councilor Dantas moved to approve Professional Services Agreement with Momentum Trail Group for the Development of the Wild West Ridge Trail in an amount not to exceed $42,500; and to appropriate TOWN OF AVON, COLORADO AVON MEETING MINUTES FOR TUESDAY SEPTEMBER 23, 2014 AVON TOWN HALL, ONE LAKE STREET FINAL - Avon Council Meeting 09-23-2014 Minutes.doc Page 3 $25,176 from the Capital Projects Fund and to authorize the Town Manager to sign agreement; Councilor Evans seconded the motion and it passed unanimously by those present. 5. WORK SESSION 5.1. BUDGET WORK SESSION: PRESENTATION OF COMMUNITY GRANT REQUESTS, FUNDING RECOMMENDATION AND COUNCIL DIRECTION FOR THE 2015 GENERAL FUND BUDGET (DIRECTOR OF ECONOMIC INITIATIVES SUSAN FAIRWEATHER) 5.2. TRAILS ADVISORY GROUP – PURPOSE, DUTIES AND PROCESS FOR SELECTION (PLANNING MANAGER MATT PIELSTICKER) Council continued to October 14th Council meeting 5.3. PROCUREMENT POLICY, ACTION OF ANY TO AMEND (ASSISTANT TO THE TOWN MANAGER PRESTON NEILL) Council continued to October 14th Council meeting. 5.4. CONSIDERATION AND DIRECTION TO PROVIDE A RESOLUTION IN SUPPORT OF COLORADO PROPOSITION 105 – GMO LABELING (MAYOR RICH CARROLL) Councilor Evans moved to support a Resolution in support of Colorado Proposition 105 – GMO Labeling; Councilor Dantas seconded the motion and it passed unanimously by those present. 6. ACTION ITEMS 6.1. PUBLIC HEARING SECOND READING OF ORDINANCE 14-13 APPROVING THE GRANT OF A REVOCABLE ENCROACHMENT LICENSE TO INSTALL, CONSTRUCT AND MAINTAIN PRIVATE IMPROVEMENTS ON TOWN- OWNED RIGHT-OF-WAY AND PROPERTY AT CHRISTY SPORTS FOR DEVELOPMENT OF ADDITIONAL PUBLIC PARKING – CONTINUED FROM SEPTEMBER 9, 2014 MEETING (PLANNING MANAGER MATT PIELSTICKER) Mayor Carroll opened the Public Hearing, comments were made by Todd Goulding. Mayor Pro Tem Fancher moved to approve Ordinance 14-13 approving the grant of a Revocable Encroachment License to install, Construct and Maintain Private Improvements on Town-Owned Right-of-Way and Property at Christy Sports for Development of Additional Public Parking; Councilor Wolf seconded the motion and it passed 5 to 2 votes. Mayor Carroll and Councilor Gennett voted no. 6.2. MINUTES FROM SEPTEMBER 9, 2014 MEETING (TOWN CLERK DEBBIE HOPPE) Councilor Evans moved to approve minutes from September 09, 2014 meeting; Councilor Dantas seconded the motion, and it was approved unanimously by those present. 7. WRITTEN REPORTS 7.1. REPORT ON HANNEWALD BARN SITE SEARCH AND FUNDING OPPORTUNITIES 7.2. MONTHLY FINANCIALS 8. COMMITTEE MEETING UPDATES: COUNCILORS AND MAYOR 9. COUNCIL COMMENTS TOWN OF AVON, COLORADO AVON MEETING MINUTES FOR TUESDAY SEPTEMBER 23, 2014 AVON TOWN HALL, ONE LAKE STREET FINAL - Avon Council Meeting 09-23-2014 Minutes.doc Page 4 10. MAYOR REPORT AND FUTURE AGENDA ITEMS 11. EXECUTIVE SESSION, IF CALLED (THIS MEETING IS NOT OPEN TO THE PUBLIC) 12. ADJOURNMENT There being no further business to come before the Council, the regular meeting adjourned at 11:51 pm. RESPECTFULLY SUBMITTED: _________________________________ Debbie Hoppe, Town Clerk APPROVED: Rich Carroll ________________________________ Dave Dantas ________________________________ Chris Evans ________________________________ Jennie Fancher ________________________________ Albert “Buz” Reynolds ________________________________ Jake Wolf ________________________________ Matt Gennett ________________________________ 2015 Proposed Budget Work Session – General Fund & Other Town Funds Page 1 of 7 Town Council Report To: Honorable Mayor Rich Carroll and Avon Town Council From: Scott Wright, Finance Director Kelly Huitt, Budget Analyst Virginia C. Egger, Town Manager Date: October 14, 2014 Re: 2015 Proposed Budget Work Session – All Funds PURPOSE OF THE BUDGET WORK SESSION The 2015 Proposed Budget has been prepared in accordance with the Town Charter and all applicable Town ordinances. In addition to the 2015 Budget, Town staff has prepared projections for a Five Year Capital Improvements Plan for investment planning in the Capital Projects Fund. Staff has also developed 2016 budget forecasts for all remaining funds to provide for future planning and to measure the sustainability of 2015 budget decisions. At Tuesday’s work session, we will begin with an overview of the budgets, with a PowerPoint presentation of the major initiatives funded in the budgets and significant variances from 2014. Department Heads will be present to answer questions, but will not be making department-by-department presentations. Council is asked at Tuesday’s meeting to provide direction for final preparation of the 2015 Budget, which is scheduled for Public Hearing and adoption on November 11, 2014. SUMMARY OF BUDGET WORK SESSIONS: September 9th and September 23rd Council has reviewed and given direction for the preparation of the 2015-2016 Proposed Budget, as follows: September 9th:  Situational Analysis: No changes were made to the Situational Analysis as presented  Revenue projections for major sources were directed as follows: 2015 & 2016  Sales and Accommodation Taxes: Project 4% year over year increase  Building Fees: Project no change in building fees  Avon Recreation Center Admission Fees: Project 4% increase  Village at Avon Retail Sales Fee: Project a 4% increase  Retain Fleet Shop Rates at current pricing  Real Estate Transfer Taxes: Project conservative receipts based upon Wyndham time shares forecast  Employee Compensation:  Adjust Salary/Step program by market survey: Average position increases are 2.2%  Retain current employee contribution level for health benefits; implement Affordable Care Act for employees working 30+ hours per week (two employees)  Bring entry level salaries up to 70% of Area Median Income  Fund Balances and Reserves  General Fund – 3% Tabor Emergency Reserve; 25% Minimum Reserve Balance  Capital Projects Fund – $1,000,000 Minimum Reserve Balance October 8th: Community Grants Funding: Total: $220,850 (See Attachment 1): Note: A funding request from Speak Up Speak Out has been received since the meeting and is provided in Attachment 2 2015-16 Budget Work Session ALL TOWN FUNDS Page 2 of 7 SUMMARY OF MAJOR SERVICES, IMPROVEMENTS & PROJECTS 2015-2016 BUDGET ALL RESERVES FULLY FUNDED THE REINSTATEMENT OF YEAR-ROUND SERVICE FOR THE BUFFALO RIDGE APARTMENTS: $150,000* The Black Line is split into the Red and Blue Line providing 20 minute service throughout the Avon core and Village at Avon commercial areas *Service is planned to begin on November 26, 2014 ($12,000) NEW BUS SHELTERS: $180,000 Funded with staff written grants, Town match and ECO support Locations at Traer Creek, City Market & Christy Sports NEW FACILITIES OPERATIONS AND MAINTENANCE FUNDED: $60,000 Utilities, trails maintenance, bronze statue maintenance DEFERRED DEPRECIATION FUNDED: $373,000 Recreation Center refurbishment, concrete and sidewalk repairs, crosswalk repair, painting of light poles and benches, noxious weed management, park fence RECREATION CENTER – BUSINESS PLAN In addition to refurbishment of the building, implement business plan to update the brand, improving and expanding programs and services. Goal: 90% cost recovery ROAD & STREET IMPROVEMENTS: $3,700,000 Prioritized by condition, major improvements including slurry seals and rebuilds TENANT FINISHES: THE SKIER BUILDING: $2,500,000 Planned opening as Town Hall in December, 2015 COMPLETION OF THE EAGLE RIVER REGIONAL TRAIL: $2,800,000 Funding includes two staff obtained grants totaling $1,350,000; Town match APRES AVON: $225,000 A Daily Street Fair of Music, Tastings & Spontaneity - February 3 – 14, 2015 INVESTMENT IN THE SUMMER ECONOMY – SPEICAL EVENT FUNDING: $300,000 Three-year support to seed Signature Events on the Performance Pavilion & the Mall 2015-16 Budget Work Session ALL TOWN FUNDS Page 3 of 7 SUMMARY OF FUND ACTIVITY The following information provides Revenue and Expenditure changes by Fund as well as major activities. The 2015 Proposed Budget provides department narratives, staffing levels, 2014 major accomplishments, performance metrics and line item detail. GENERAL FUND General Fund Budget: 2014 2015 2016 Total General Fund Revenues: $ 13,500,813 $ 15,163,045 $ 14,456,060 Total General Fund Expenditures: $ 14,929,050 $ 13,742,692 $ 14,171,578 Total Change $ (1,428,237) $ 1,420,353 $ 284,482 - 2014 “deficit’ reflects loan to the Capital Projects Fund for cash flow needs of new debt service. Funds are returned to the General Fund in 2015 Detailed Expenditures by Department General Government 2015 Proposed Budget $ 1,046,378 2016 Proposed Budget $ 1,076,307 2014 Revised Budget $ 1,386,685 2015 Proposed Budget $ 1,046,378 Total Change $ (340,307) Total Change $ 29,929 - Town Council – Community grants are now accounted for in the Community Development – Economic Development section of the budget. This “accounting” change explains the decrease in the 2015 budget over 2014. - Town Attorney fees have been reduced from the 2014 budget of $155,000 to $105,000 as a result of the Traer Creek Settlement. - $10,000 has been budgeted for Council training. - A community picnic has been budgeted at $2,500 - Additional funding of $2,500 has been provided for the Mayor to attend CAST meetings and for a Council appointee to attend CML Policy Committee meetings. - In Town Manager’s budget, the addition of a full-time Assistant to the Manager position was added in 2014 in lieu of hiring an Assistant Town Manager, a salary savings of $57,000 per year. The duties of the Assistant Town Manager are filled by the Finance Director. - In Community Relations, $18,000 is budget for a Community Survey. - Nondepartmental expenses have new charges for the Village at Avon retail add-on sales fee collection ($13,000) and accounting for custodial services. 2015-16 Budget Work Session ALL TOWN FUNDS Page 4 of 7 Finance & Administration 2015 Proposed Budget $ 1,359,261 2016 Proposed Budget $1,422,617 2014 Revised Budget $ 1,281,284 2015 Proposed Budget $ 1,359,261 Total Change $ 77,977 Total Change $ 63,356 - Human Services division shifted to Finance & Administration from General Government - Full implementation of significant software for fiscal planning, online sales tax payments, email archiving, and payroll Information Technology Department 2015 Proposed Budget $ 371,273 2016 Proposed Budget $ 382,301 2014 Revised Budget $ 337295 2015 Proposed Budget $ 371,273 Total Change $ 33,978 Total Change $ 11,028 - Substantial IT expenditures are planned in 2015 for software and hardware upgrades Community Development Department* 2015 Proposed Budget $ 553,007 2016 Proposed Budget $ 672,681 2014 Revised Budget $ 487,786 2015 Proposed Budget $ 553,007 Total Change $ 65,221 Total Change $ 119,674 - Continued IGA with Eagle County for GIS services. - Major initiative is multi-modal transportation and parking plan - Economic Development Program - Recreation Center business investments in Professional Service to assist with design work and brand identity ($2,700) - DestiMetrics data monitoring and analysis - Advertising and legal notices shifted from Recreation Budget ($29,050) - *Community Grants accounted for in this division $197,850 - *Special Event Seed Funding – accounts for Council approved events $50,000 - Special Events Supervisor program moved to Economic Development and all associated costs - New seasonal employee for event production Police Department 2015 Proposed Budget $ 2,992,877 2016 Proposed Budget $3,158,799 2014 Revised Budget $ 2,737,784 2015 Proposed Budget $ 2,992,877 Total Change $ 255,093 Total Change $ 165,922 - Fully staffed - Deferred purchases in 2015, including Tasers and furniture - Overtime budget for 2015 AWSC 2015-16 Budget Work Session ALL TOWN FUNDS Page 5 of 7 Road and Bridge 2015 Proposed Budget $ 1,473,326 2016 Proposed Budget $ 1,485,063 2014 Revised Budget $ 1,301,592 2015 Proposed Budget $ 1,473,326 Total Change $ 171,734 Total Change $ 11,737 - Summer Parks employees provide snowplow service throughout the winter - Reduction of 1 FTE - 2014 Budget included $100,000 for ditch maintenance; the work was done in-house for net saving of $80,000 after hauling fees. 2014 Revised Budget reflects that $80,000 reduction. Engineering 2015 Proposed Budget $ 1,532,235 2016 Proposed Budget $1,511,380 2014 Revised Budget $ 219,708 2015 Proposed Budget $ 1,532,235 Total Change $ 1,312,527 Total Change $ (20,855) - No part-time engineering wages - Building division moved to Engineering from Parks; personnel, commodities and contracts in accounting; contracts include cleaning services Parks & Recreation Department 2015 Proposed Budget $ 2,176,607 2016 Proposed Budget $ 2,266,831 2014 Revised Budget $ 3,884,416 2015 Proposed Budget $ 2,176,607 Total Change $(1,707,809) Total Change $ 90,224 - Implementation of Recreation Center business plan - Special Events position moved to Economic Development with associated program expenses - Building division moved to Engineering - Reduction of 1 FTE - New picnic tables FLEET ENTERPRISE FUND The Fleet Enterprise Fund narrative is also organized into operations with performance metrics. Due to the location of the new Wash Bay within the I70 Regional Transportation Facility, this budget was transferred to the Transit Enterprise Fund in 2104. 2015 Proposed Budget $ 1,688,919 2016 Proposed Budget $1,782,450 2014 Revised Budget $ 1,615,046 2015 Proposed Budget $1,688,919 Total Change $ 73,873 Total Change $ 93,531 - $300,000 General Fund transfer provided to balance budget - Shop rates are below market 2015-16 Budget Work Session ALL TOWN FUNDS Page 6 of 7 TRANSIT ENTERPRISE FUND Transit operations, management of the I70 Regional Transit Facility and wash bay revenues and expenditures are budgeted within the Transit Enterprise Fund. 2015 Proposed Budget $ 1,869,598 2016 Proposed Budget $ 1,518,344 2014 Revised Budget $ 1,383,584 2015 Proposed Budget $ 1,869,598 Total Change $ 488,014 Total Change $ (351,256) - The total General Fund transfer to support operations is $1,102,000. This compares to $860,000 in 2014. The difference reflects the new service to Buffalo Ridge ($150,000) and capital outlay for purchase of a new bus ($410,000) in 2015. - Reduction of 2 FTEs; CDL drivers in Parks provide winter service hours with seasonal hires TOWN CENTER WEST MAINTENANCE FUND The Town Center West Maintenance Fund (TCW) receives revenue from the both the General Fund and the Avon Urban Renewal Fund for the summer and winter maintenance of the “pedestrian mall”. In 2015, revenue transferred to the (TCW) is reduced to $100,000 from the Urban Renewal Fund.; and $50,000 in 2016. 2015 Proposed Budget $ 256,625 2016 Proposed Budget $ 268,707 2014 Revised Budget $ 224,902 2015 Proposed Budget $ 256,625 Total Change $ 31,273 Total Change $ 12,082 COMMUNITY ENHANCEMENT FUND 2014 Revised Budget $ 608,000 2015 Proposed Budget $ 0 2016 Proposed Budget $ 100,000 Monies accrue from Holy Cross Electric and then are dispersed on a project basis, with Holy Cross approval - 2014 support for the Pedestrian Mall - 2016 support for the Eagle Valley trails project power line undergrounding WATER FUND 2015 Proposed Budget $ 175,238 2016 Proposed Budget $ 133,159 2014 Revised Budget $ 153,554 2015 Proposed Budget $ 175,238 Total Change $ 21,684 Total Change $ (42,079) - Mountain Star Water Tank Reserve is $600,000 for future construction - 2016 Pump replacement at Pumphouse 2015-16 Budget Work Session ALL TOWN FUNDS Page 7 of 7 AFFORDABLE HOUSING FUND 2014 Revised Budget $ 200,000 - Contribution to Augustana Senior Care Facility - No expenditures planned until policy developed FACILITIES RESERVE FUND - This fund has been consolidated into the Capital Projects Fund DEBT SERVICE FUND 2015 Proposed Budget $ 1,350,507 2016 Proposed Budget $ 1,509,348 2014 Revised Budget $ 1,264,352 2015 Proposed Budget $ 1,350,507 Total Change $ 86,155 Total Change $ 158,841 - Accounts for payment and principal and interest Town debt. - Increases in 2015 result from COP issues in 2014 for the Skier Building and Street Improvements CAPITAL PROJECTS FUND 2015 Proposed Budget $ 7,594,766 2016 Proposed Budget $ 6,326,195 2014 Revised Budget $ 14,101,688 2015 Proposed Budget $ 7,594,766 Total Change $ (6,506,922) Total Change $(1,268,571) - Five Year Capital Improvements Plan details planned expenditures - Bond proceeds are deposited in 2014 for Skier Building and Street improvements - 2015 budget includes return of General Fund loan and expenditures of bond proceeds EQUIPMENT REPLACEMENT INTERNAL SERVICE FUND 2015 Proposed Budget $ 502,476 2016 Proposed Budget $ 122,211 2014 Revised Budget $ 468,602 2015 Proposed Budget $ 502,476 Total Change $ 33,874 Total Change $ (380,265) - Annual expenditures are determined by a replacement schedule for equipment which is placed in the fund when purchased; annual rental charges are billed to the activities which use the equipment; annual variations are expected based upon equipment reaching replacement life. Page 1 of 5Attachment 1 2014-15 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 4 Re q u e s t e d 20 1 5 Co u n c i l D i r e c t i o n Se p t e m b e r 2 3 Bu d g e t 2 0 1 5 2015 Proposed Funding Notes Including In-kind Allocations ECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Vail Valley Partnership Regional Economic Development and Group Sales Efforts $ 15,000 $ 25,000 $ 15,000 $ 15,000 Contingent upon meeting all the requirements of the 2014 request, and meeting with the Town of Avon Director of Economic Initiatives six times in the 2015 year to further the economic initiatives of Avon. Vail Leadership Institute Business Base Camp operation in Avon, business recruitment through scholarship program $ 12,500 $ 54,900 $ 17,500 $ 17,500 $7,500 for continued support of Base Camp operations with trade in scholarships for TOA employee leadership development within existing VLI programs, $10,000 for general scholarships to attract businesses to Avon with the stipulation that the businesses receiving scholarships are mutually agreed upon between the TOA and VLI. Vail Leadership Institute Rent subsidy to bring Investment Fund (1.2 million)Attraction to Avon with a focus on outdoor tech based companies $ 10,000 $ 10,000 $ 10,000 Contingent upon acquisition of 1.2M investment fund intended to invest in and accelerate outdoor tech based companies. Subsidy for office space in Avon. EGE Air Alliance Regional Air Service $ 30,000 $ 30,000 $ 20,000 $ 20,000 2015 funding contingent upon TOA receiving 2015 Study as a deliverable for 2014 funding. 20K level to allow EGE Air Alliance to find alternative funding sources to make added air service (Houston - Eagle Vail or other added route) sustainable. $ 62,500 $ 62,500 SUB-TOTAL: ECONOMIC DEVELOPMENT - REGIONAL PROGRAMS Use of Funds: Regional Economic Development Plan Implementation. Business recruitment and retention, and special event promotion. Use of Funds: Business recruitment and retention Use of Funds: Seed funds for attraction of additional funds Use of Funds: Investment fund attraction to Avon - Base Camp location ECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Page 1 of 5 Page 2 of 5Attachment 1 2014-15 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 4 Re q u e s t e d 20 1 5 Co u n c i l D i r e c t i o n Se p t e m b e r 2 3 Bu d g e t 2 0 1 5 2015 Proposed Funding Notes Including In-kind Allocations ECONOMIC DEVELOPMENT: REGIONAL PROGRAMSECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Walking Mountains Sustainable Film Series Sustainable Community Film Series $ 1,500 $ 7,500 $ 7,500 $ 7,500 Wild & Scenic Film Series Radiate Live Reds, White, & Brews $ 15,000 $ 17,500 $ 6,000 $ 6,000 Recommend $6,000 cash and $4,000 in kind support for 10K total. Event will be moving to a new weekend. Beaver Creek Rodeo $ 2,500 $ 5,000 $ 5,000 $ 5,000 Continued support of this annual event series held in Avon Vilar Performing Arts Center Vilar programming $ - $ 35,000 $ 10,000 $ 10,000 Develop programming mutually beneficial to the Town of Avon and the Vilar Center to extend reach of both brands. Priority projects that tie Avon activations at the performance pavilion to the Vilar Performing Arts Center will be given highest priority. Funds set aside for development of this programming. Alpine Arts Center Social Art Series $ - $ 36,000 $ 14,400 $ 14,400 Funding for Social Art Series, Option 2 presented. Funding contingent upon AAC finding location in Avon for winter series, locate summer series on pedestrian mall in summer. Payment 1/2 up front, 1/2 after successful completion of winter series. No in kind recommended. Recommended additional consideration up to $5,600 to help secure location and rental of equipment. $ 42,900 $ 42,900 Use of Funds: Possible underwriting of a performance series SUB-TOTAL: ECONOMIC DEVELOPMENT: SPECIAL EVENTS IN AVON - MUSIC & FILM & ART ECONOMIC DEVELOPMENT: OUTSIDE PRODUCERS: SPECIAL EVENTS IN AVON - MUSIC & FILM & ART Use of Funds: Management, film procurement, screening costs, marketing & materials. Use of Funds: Rodeo event - 7 high summer Thursday nights Use of Funds: Possible underwriting of a performance series Use of Funds: General operations and marketing of the event including Avon name recognition Page 2 of 5 Page 3 of 5Attachment 1 2014-15 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 4 Re q u e s t e d 20 1 5 Co u n c i l D i r e c t i o n Se p t e m b e r 2 3 Bu d g e t 2 0 1 5 2015 Proposed Funding Notes Including In-kind Allocations ECONOMIC DEVELOPMENT: REGIONAL PROGRAMSECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Vail Valley Charitable Fund Bec Tri Triathlon $ 2,500 $ 3,000 $ 3,000 $ 3,000 Continued support of this annual sporting event is recommended Team Evergreen Triple Bypass Bike Ride $ 2,500 $ 5,500 $ 3,000 $ 3,000 Continued support of this annual sporting event at $3000 cash, $2,500 in kind for 5.5K total Beaver Creek XTERRA $ 2,500 $ 2,500 $ 2,500 $ 2,500 Continued support of this annual sporting event America Cup Juniors Fly Fishing Championship $ 5,000 $ 5,000 $ 5,000 Funding is contingent upon the event being held in Avon at Nottingham Lake or the Eagle River. Vail Valley Soccer Club In kind request only - use of field $ 1,240 $ - 0 In kind use of the H.A. Nottingham soccer field and limited other in kind services Vail Valley Foundation FIS Men's Birds of Prey $ 40,000 $ 50,000 $40,000 $40,000 Funding contingent upon Avon receiving specific benefits and rights as a sponsor, including other agreed activations (e.g. banners in Avon.) $ 47,500 $ 53,500 $53,500 ECONOMIC DEVELOPMENT: OUTSIDE PRODUCERS: SPECIAL EVENTS IN AVON - SPORTS Use of Funds: General event operations Use of Funds: General operations and marketing of the event Use of Funds: General event operations - race starting point SUB-TOTAL: ECONOMIC DEVELOPMENT: SPECIAL EVENTS IN AVON - SPORTS Use of Funds: General event operations for local community Use of Funds: General event operations - generates overnight accommodation stays Use of Funds: General event operations Page 3 of 5 Page 4 of 5Attachment 1 2014-15 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 4 Re q u e s t e d 20 1 5 Co u n c i l D i r e c t i o n Se p t e m b e r 2 3 Bu d g e t 2 0 1 5 2015 Proposed Funding Notes Including In-kind Allocations ECONOMIC DEVELOPMENT: REGIONAL PROGRAMSECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Walking Mountains Science School Programs $ 17,500 $ 30,000 $ 15,000 $ 15,000 Continued support of the educational series Eagle River Watershed Council Community Programming $ 28,000 $ 28,000 $ 28,000 Water Fund 2nd/final year of funding the water plan. Follow-up presentation by representative of ERWC $ 43,000 $ 43,000 Note: water fund amount of 28K included in this total Use of Funds: general organizational support, Eagle River Cleanup event,Water Quality Monitoring & Assessment Program and Urban Runoff Program SUB-TOTAL: REGIONAL ENVIRONMENTAL Use of Funds: Operating expenses for K-12 field studies, interpretive programs & hikes REGIONAL ENVIRONMENTAL PROGRAMS Page 4 of 5 Page 5 of 5Attachment 1 2014-15 Community/Special Event Funding: Requests and Recommendations Entity Program/Event Bu d g e t 20 1 4 Re q u e s t e d 20 1 5 Co u n c i l D i r e c t i o n Se p t e m b e r 2 3 Bu d g e t 2 0 1 5 2015 Proposed Funding Notes Including In-kind Allocations ECONOMIC DEVELOPMENT: REGIONAL PROGRAMSECONOMIC DEVELOPMENT: REGIONAL PROGRAMS Eagle River Youth Coalition Parent Education and Outreach $ 2,000 $ 4,000 $ 4,000 $ 4,000 County wide program - this funding directly benefits Avon Elementary students. Red Ribbon HIV/AIDS awareness $ 750 $ 750 $ 750 $ 750 Recommend funding - program focuses on Avon Elementary programming. Early Childhood Partners Coaching & Consultation $ 1,000 $ 3,600 $ 3,600 $ 3,600 Funding must be used for Avon resident scholarships. Small Champions Recreational Programs for Youth with Disabilities $ 5,600 $ 5,600 $ 5,600 Program request for two participants. Funds must be used for Avon residents for the program outlined in the request. Education Foundation of Eagle County Strategic initiatives and programs for quality education in Eagle County $ 39,700 $ - 0 Iin kind donation of 1 office space at an estimated yearly value of $25,400 to include CAM fees. Salvation Army Community Garden Initiatives & programs $ 20,000 $ 5,000 $ 5,000 Committee does not feel the request meets the goals of the strategic plan. $ 18,950 $ 18,950 $ 220,850 $ 220,850 Final budget figures do not reflect in kind contributions as noted in the comments. SUB-TOTAL: HEALTH & HUMAN SERVICES Use of Funds: Staff Instructor compensation (hourly rate & mileage) Use of Funds: Programming and office space Use of Funds: Get Out and Grow Avon Series - Educators support and materials support HEALTH & HUMAN SERVICES Use of Funds: Family Leadership Training Institute Use of Funds: Sponsor two children for program TOTAL 2015 FUNDING REQUESTS & RECOMMENDATION Use of Funds: Increased marketing efforts to support parent education & outreach initiatives Page 5 of 5 ATTACHMENT 2 TOWN COUNCIL REPORT To: Honorable Mayor Rich Carroll and Avon Town Council From: Susan Fairweather, Director of Economic Initiatives Date: October 14, 2014 Agenda: 2015 Budget: Community Grant Request – Speak Up Reach Out Included in the Budget Work Session is the following funding request. Monies, if approved, would be from the General Fund. Application Summary At the regular council meeting of September 22, 2014 two Council members noted that an application from the Speak Up Reach Out Suicide Prevention Coalition was absent from the annual community grant requests and the organization has been supported by the town in the past. New Executive Director Erin Ivie submitted a grant request following that meeting. Ad Hoc Committee members were asked to consider the request and make a recommendation to Council. A description of the request and the committee’s recommendation is as follows:  Total requested is $5,000: 1. Prevention Trainings Materials: $1000.00 2. Postvention Events/Materials: $500.00 3. Advertising Materials/ Marketing for trainings: $1000.00 4. Sponsorship of 5-6 suicide crisis counseling sessions for Avon Residents: $500.00 5. Executive Director Personnel time for trainings, marketing, scheduling trainings for one year (roughly 5 hours per month): $2000.00 Review Committee Recommendation: The recommended funding level is suggested at $3000.00 to fund items 1 – 4. While $2000.00 in Executive Director Personnel time for training, item 5, may be an indirect benefit to the community, the committee does not recommend funding personnel time as the investment is in the individual as opposed to programming that directly benefits the community. It should be noted that Council funded personnel training for the executive director in 2014 and that executive director is no longer with the organization. Full reporting on 2014 funding has not been received. All requirements of 2014 funding must be met to qualify for 2015 funding. Council Direction Council is asked at Tuesday’s meeting to provide direction for funding the Speak Up Reach Out grant request, Exhibit 1, to be included in the 2015 General Fund Budget . Attachment: Speak Up Reach Out 2015 Community Grant Application Town of Avon 2015 Annual Budget Table of Contents Page 1 I. Introductory Section 1-2 Profile of the Town 3 Organization Chart 4-13 2015-2016 Strategic Plan 14-16 Short-Term Situational Analysis 17-18 Fund Descriptions and Basis of Budgeting 19-22 Financial and Budgetary Policies II. Financial Overview Consolidated Financial Shedules and Graphs 1 Financial Overview - Total All Funds 2-3 Financial Overview - Total By Fund Revenues 4 Graphs - 2014 & 2015 Total Operating Revenues by Source 5 Graph and Table - Taxes by Type 6 Graphs - Property Tax Expenditures 7 Graphs - 2014 & 2015 Total Expenditures by Function 8 Graph and Table - Expenditures by Fund Type 9 Graph and Table - Operating Expenditures by Category 10 Graph and Table - Personnel Expenditures III. Fund Summaries General Fund 1 Fund Summary 2 Graphs - Operating Revenues and Operating Expenditures 3 Graph and Table - Tax Revenue 4 Graph and Table - Expenditures by Object Class and Function 5-7 Revenue Detail 8-9 Department Expenditure Summaries 10-11 Departmental Operating Costs 12-13 Town Center West Maintenance Fund 14-17 Avon Urban Renewal Authority Fund 18-19 Community Enhancement Fund 20-21 Water Fund 22-23 Affordable Housing Fund 24-25 Facilities Reserve Fund 26-27 Debt Service Fund 28-32 Transit Enterprise Fund 33-36 Fleet Maintenance Enterprise Service Fund 37-43 Equipment Replacement Internal Service Fund Town of Avon 2015 Annual Budget Table of Contents Page 2 IV. Capital Projects 1-2 Capital Projects Fund Summary 3-4 Capital Projects Fund 5-Year Plan - Summary 5-7 Capital Projects Fund 5-Year Plan - Inventory Detail 8-19 Capital Project Descriptions 20 Funding Sources V. Department Summaries A. General Government 1-3 General Government Budget Summary 4-6 Mayor and Town Council 7-8 Boards and Commissions 9-10 Town Attorney 11-14 Town Clerk 15-17 Municipal Court 18-20 Town Manager 21-23 Community Relations B. Finance & Administration Department 1-3 Finance and Administration Budget Summary 4-7 Human Resources 8-12 Finance 13-16 Information Systems 17-20 Nondepartmental C. Community Development 1-3 Community Development Budget Summary 4 Administration 5-8 Planning 9-11 Building Inspection 12-16 Economic Initiatives 17-21 Town Produced Events 22-23 Signature Event Seed Funding 24-25 Community Grants D. Police Department 1-3 Police Department Budget Summary 4-10 Administration 11-15 Patrol 16-19 Investigations E. Road and Bridge 1-2 Road and Bridge Budget Summary 3-10 Road and Bridge Town of Avon 2015 Annual Budget Table of Contents Page 3 F. Engineering 1-2 Engineering Budget Summary 3-6 Engineering 7-14 Buildings and Facilities G. Parks and Recreation 1-4 Parks and Recreation Department Budget Summary 5-6 Special Events 7-11 Administration 12-14 Adult Programs 15-18 Aquatics 19 Child Care 20-22 Fitness 23-26 Guest Services 27-30 Youth Programs 31-33 Cabin 37-40 Parks and Grounds 41-42 Buildings and Facilities H. Transportation 1-3 Transportation Department Budget Summary 4 Transit Enterprise Fund Summary 5-8 Administration 9-13 Operations 14-16 Wash Bay I. Fleet Maintenance 1-2 Fleet Maintenance Department Budget Summary 3 Fleet Maintenance Enterprise Fund Summary 4-11 Fleet Maintenace 12 Wash Bay VI. Supplemental 1-2 Personnel Schedule - Full-time Employees Section I, Page 1 PROFILE OF THE TOWN OF AVON, COLORADO The Town of Avon was incorporated in 1978 and is located in Eagle County, eight miles west of the Town of Vail and seventeen miles east of the Town of Eagle. The Town sits north of U.S. Highway 6, directly adjacent to the Beaver Creek Resort and is bisected by Interstate Highway 70 from east to west. The primary transportation route to and from Avon is I-70. Aviation services and transportation are available at the Eagle County Airport, 24 miles west of the Town. The Town provides bus transportation services within the Town and offers a high-speed gondola that provides direct access to Beaver Creek Resort. Avon is also served by the Eagle County Regional Transit Authority which provides bus service throughout Eagle County. Eagle County encompasses approximately 1,694 square miles and spans from the summit of Vail Pass to Glenwood Canyon. Approximately 80% of Eagle County’s land is public – comprised of National Forests, wilderness areas, Bureau of Land Management properties, and state and local public lands. The Town of Avon currently encompasses approximately 8¼ square miles. The 2010 Census reported a population of 6,447. This figure represents the permanent resident population. Total population increases significantly during the winter season. The Town operates under the council/manager form of government. Policy-making and legislative authority are vested in the Town Council, which consists of a mayor and a six- member council. The Town Council is responsible, among other things, for passing ordinances, adopting the budget, and appointing a Town Manager, Town Attorney, Town Clerk and Municipal Judge. The Town Manager is responsible for carrying out the policies and ordinances of the Council, overseeing the day-to-day operations of the Town, and for appointing the heads of the Town’s departments. The Council is elected on a non-partisan basis. Council members are elected to four-year staggered terms with three council members elected in November, 2012, and the remaining four to be elected in November, 2014. The mayor and mayor pro-tem are elected from amongst the elected council members by a majority vote. The mayor presides at meetings of council and shall not vote until all other Council members present who are eligible to vote have had reasonable opportunity to vote. The affirmative concurring vote of four (4) Council members are required for the adoption of an ordinance, resolution, order for appropriation, approval of contract or approval of intergovernmental agreement. The Town is a home-rule community empowered to levy a property tax on the assessed value of real property located within the Town. The Town collects a 4% sales tax on all retail sales, and a 4% accommodations tax on the lease or rental of hotel rooms, condominium units and other accommodations within the Town. The Town also collects a 2% real estate transfer tax on all sales of real property located within the Town. The Town has the power by state statute to extend its corporate limits by annexation, which is done periodically when deemed appropriate by the Town Council. Section I, Page 2 The Town provides a full range of municipal services including police protection; the construction and maintenance of parks, streets and roads, and infrastructure; recreational amenities and cultural activities and events; community planning and zoning; and general administrative services. Annual Budget. The annual budget serves as the foundation for the Town of Avon’s financial planning and control. No later than October 15th, the Town Manager submits to the Mayor and Town Council a proposed budget for the calendar year commencing the following January 1st. The budget is prepared by fund, department, program and project and includes information on the prior year, current estimates and requested appropriations and estimated revenues for the upcoming year. The Town Council holds public hearings and may change appropriations except for expenditures required by law for debt service or for estimated cash deficits. No change to the budget may increase the authorized expenditures to any amount greater than the total amount of funds available. The Town Council must adopt the budget by resolution prior to December 15th. Once adopted, the Town Council may at any time, by resolution, amend the budget. In addition, the Town Manager may transfer part or all of any unencumbered appropriation balance among programs within a department. A department is defined by the Town as a distinct, principal or specialized division (e.g. the department of public works). Expenditures may not legally exceed budgeted appropriations at the fund level. Budget to actual comparison are provided in this report for all funds and are presented at a lower-than- required level of control to facilitate detailed financial analysis. Local Economy. Year-round tourism and winter recreation-related businesses account for a significant portion of the employment and earned income of area residents. Skier and snowboarder visits at Vail and Beaver Creek Resort account for almost 20% of the total such visits in Colorado. Vail was ranked in SKI Magazine Reader’s Resort Survey as the #3 ski resort in North America for the 2012-2013 season, while Beaver Creek Resort was ranked 9th. In addition to skiing and associated winter-time activities, the area promotes a number of summer activities. The Town of Avon sponsors numerous special events throughout the year to area residents and visitors including a 4th of July fireworks display; multiple sporting events, such as Colorado’s annual Triple Bypass Bike Tour; and family-friendly activities like the Father’s Day Fishing Derby. Avon’s Whitewater Park, with three distinct water features, is also open all summer for boaters and spectators to enjoy. Offering several championship golf courses, Eagle County has earned a rating by Golf Digest Magazine as one of the top 40 golf communities in which to live. Other summer activities include hiking, horseback riding, bicycling, kayaking and rafting, as well as other recreational sports. Town of Avon Organizational Chart Section I, Page 4 TOWN OF AVON 2015-2016 STRATEGIC PLAN Adopted by the Avon Town Council Resolution 14-23, Series of 2014 September 9, 2014 Section I, Page 5 Overview The Town of Avon, surrounded by natural beauty, is today a strong community that will build on its strengths to become a nationally and internationally recognized year-round mountain resort community. Committed to providing a high level of municipal services for our citizens and visitors, and the stewardship of our natural resources, Avon will expand its cultural, recreational and educational offerings in partnership with our broader community and regional public and private sector agencies, thereby ensuring sustained economic vitality and a vibrant community experience. Recent resort-oriented accommodations projects in Avon are of a higher standard than the Town attracted at its founding and in its early years. It is this superior level of quality development that Avon believes will be its comparative advantage in the future, and, therefore, will work to attract and promote these types of developments by ensuring Town plans and incentives are constructed in a manner which provides the development community clear and timely information; and by steadfastly maintaining a professional and solution-oriented municipal business. The Town will continue to value and support our full-time and part-time resident population by providing an exceptional level of municipal services and by working to retain existing businesses as the Town seeks to expand its retail and commercial base, while fostering our sense of community through both our spirit and the built environment. The importance of vibrancy and activity within the Town will be supported by attracting an array of new and diverse cultural and recreational events to Avon which are in concert with the values of our community and serve to nurture a cohesive sense of place and public. It is the Town of Avon’s elected officials and staff commitment to fiduciary responsibility, effectiveness and efficiency in providing government services and a practiced belief in open and transparent governance that will lead the successful implementation of this vision for the growth and development of Avon. Section I, Page 6 Strategic Plan Fiscal Years 2015-16 Develop and Support Business-like Practices and a High Performance Culture at Town Hall Ensure that Town government is managed and operated as a “competitive” business and in a manner which is client-focused and solution-oriented, meeting the highest standards of fiduciary responsibility, implementing best practices, and using Town resources effectively and efficiently in each department. Strategies:  Invest in a Leadership Training Program for Town Council  Hold a Council Retreat twice a year  Develop annual Work Plans in all departments to implement the Strategic Plan  Elected officials and staff will lead by example in conducting its operations, including but not limited to abiding by Town codes, plans and initiatives for the private sector  Develop and distribute every two years an external Community Survey should be conducted in early 2015 to assess satisfaction with Town services and to gather public input about improvement priorities and future development  Develop and distribute an annual internal Town Hall survey to ensure staff is meeting high service expectations, efficiencies where possible, and its stated cultural values and objectives  Continue to review all Town departments to assess the necessity of tasks and functions, effectiveness and efficiency in meeting department responsibilities, staffing levels, and future needs; evaluate effectiveness of organizational changes  Schedule at least two (2) staff training sessions on “competitive” business practices and fiduciary responsibility  Provide supervisor training; and “guest” service training for all employees  Ensure Town staff practices competitive pricing in purchasing resources for the Town Section I, Page 7 Strategic Plan Fiscal Years 2015-16 Civic Engagement & Participation The Town of Avon believes that citizen participation is essential to good governance, constructive performance evaluation, public decision-making, innovation, facility investment and guided economic development programs. Over the next two years, the Town of Avon will work to foster and support civic engagement by encouraging citizen, visitor and youth participation. Strategies:  Practice open and transparent government to maintain citizen trust  Conduct a comprehensive review of how municipalities are meeting the communication needs of constituents to expand outreach efforts. This includes the use of social media (pro/con), website and print (newspaper). All segments of the population should be included: younger generation and Hispanic population.  Update Town of Avon website to serve as the most important information center for government services and actions, Town activities, including but not limited to special events, multi-use trails, online forms, timely news and important links  Avon will strive to be a regional and statewide leader, taking positions on boards and participating at meetings  Establish ad hoc community boards to assist with major projects, such as but not limited to the playground design, special event identification and development, street markets, code changes  Establish standing committees for on-going government programs such as the Trails Advisory Group and Creative Arts Commission  Encourage volunteerism Section I, Page 8 Strategic Plan Fiscal Years 2015-16 Stakeholder & Regional Partnerships Meet with owners and representatives of the Village (at Avon), Traer Creek Metropolitan District, Hoffmann Commercial Properties, East-West Partners/Starwood Capital Group and Beaver Creek Resort to develop good communication, timely understandings and the trust necessary for the future development of the Town of Avon. This outreach and communication is the responsibility of all elected and appointed officials and the employees of the Town of Avon. In addition, strong relationships are needed with regional governments. Most prominent are the interests shared with the Town of Vail, Eagle-Vail, Edwards and Eagle County in fostering smart growth and a sustainable economy. Strategies:  Throughout the year, Liaison Appointees and Town Manager will meet with respective principals for developments in the Town of Avon to discuss current issues, development needs and opportunities  Annual or bi-annual sessions will be held in joint meeting settings with government partners  Throughout the year, fully participate and collaborate in regional transportation planning, service expansion, identification consistency and transit efficiencies, as well as I-70 Corridor Demand Management work and advocacy for an AGS station in Avon  Ensure Avon representatives apply for regional boards, including trails, affordable housing and transit  A peer group will be initiated of land use planners for tri-annual meetings  Meet to understand and learn how Eagle County revenue expenses are apportioned in Avon and neighboring communities; and for Eagle County to understand and learn how Avon’s revenue expenses are apportioned Section I, Page 9 Strategic Plan Fiscal Years 2015-16 Infrastructure, Parks, Preserves, Trails & Sustainability Provide for the development of capital projects, which support the community-resort economy, and promote the Town brand through a five-year capital investment plan, utilizing appropriate funding mechanisms such as pay-as- you-go, new mill levy and/or current tax receipt long-term debt. Develop a strong foundation for the stewardship of Avon’s natural resources through regional clean water programs and appropriate development of these green and valuable resources. Promote sustainability of investments through the funding of maintenance and programs and events designed to enhance the Town’s energy efficiency and waste reduction efforts. Strategies:  Maintain Town infrastructure, including all buildings, roads, parks, preserves and trails; catch-up funding will be required  Work with the Water Authority to promote water conservation  Evaluate the Vail recycling/solid waste program for implementation in Avon  Continue to prepare a Five Year Capital Plan while considering the following :  Bike climbing lane as part of Metcalf Road improvement  The current Town Hall is dysfunctional, energy inefficient and in need of major structural repair. A renovated or new Town Hall should be considered a high priority  Identify the options for Town Hall future uses should the current civic services be relocated  Development of a Public Safety building with the Fire District  Regional support for meeting IMBA Gold Level “Ride Center” status  Interim renovations and future expansion of the Recreation Center and investments in Town Park will build Avon as an important Recreation and Cultural Center with the Pedestrian Mall  Modification to the Cabin for bathrooms needed for the Pavilion (Stage)  Develop a 5-year Master Trails Program for hard and soft trails Section I, Page 10 Strategic Plan Fiscal Years 2015-16 Economic Development The Town will continue to value and support a strong and diverse economy by providing an exceptional level of municipal services for Avon businesses and by working to retain existing businesses as the Town seeks to expand its retail and commercial base. The importance of vibrancy and activity within the Town will be supported by partnering with existing special events and attracting an array of new and diverse cultural and recreational events to Avon, which meet the Town’s brand and are in concert with the values of our community and serve to nurture a cohesive sense of place and public. Strategies:  Summer revenue, when measured by sales tax, lags winter receipts. The investment in special events is needed to support restaurants and lodges – and is an important role for the Town. This is implicit with the construction of the new Pavilion. Events must be evaluated annually for both ROI and ROO (Return on Objectives), with financial success being achieved within three years.  Continue to solicit and fund signature events at the Nottingham Pavilion (Stage)  Outreach to Beaver Creek and VVF should be pursued to maximize regional event partnerships  Develop a marketing and management plan for the Pavilion (Stage) for private requests  With the completion of the Pedestrian Mall:  Funding and success of Après Avon is a high priority. Taking this success to Birds of Prey or other important weekend should be planned  The Creative District should be pursued; including formation of a Creative Arts Committee. A Creative Arts District Strategic Plan should be developed and adopted.  Town legislation to allow vendors on the Pedestrian Mall; with preference for local businesses should be enacted  Summer farmer’s and/or arts’ market(s) should be implemented  An effective marketing plan for Avon’s events, vacation amenities (including lake, beach, and trails) should be developed  With the investments in East Avon, attention should be given to lodging development in West Avon, District standards updated and potential district formation for façade upgrades  Formalize the organization of the Economic Development Group to actively engage businesses with Town government and for advice on special projects, such as branding was done in 2014 and to cultivate a strong non-profit business association for the important work of local shopping programs, local business promotion, etc.  Through regional partnerships, through the year, update website data base and revenue software/spreadsheet system to assist with statistical analysis of key metrics identification in collaboration with Avon businesses and regional economic development committees; understand the demographic characteristics of visitors to the region  Support regional efforts, with identification of Avon-specific benefits and measurable outcomes  Review and update the Town’s Private-Public Partnership Policy and investment Policy, as needed  Compile “Avon Business Summary Report”, which provides information about the characteristics of Avon’s various business sectors, including inventory of retail and commercial spaces occupancy and vacancy data, and leasing rates, to use as basis for partnering with the business community in attracting and expanding business in Avon  Seek every opportunity to maximize assets, reduce taxes and increase community funding by aligning with appropriate sponsors and sponsorship money Section I, Page 11 Strategic Plan Fiscal Years 2015-16 Land Use & Development The current redevelopment in Avon and preparing for future growth is essential to Avon’s on-going success as a resort community. Through a critical evaluation of and modifications to the Town’s planning documents, the Town has the opportunity to provide proper guidance and surety for future development and to attend to areas of health, safety and welfare. The Town’s proactive planning for future growth, an openness to new community-development trends and private property interests sets forth a dynamic relationship for the construction of the built environment and requires Avon’s Community Development Department and Planning and Zoning Commission to invest in professional development and information at the leading edge of resort growth. Strategies:  The development of an implementable multi-modal transportation and parking plan, in collaboration with stakeholders, is a high priority and should result in a program for supporting Avon as a pedestrian and bicycle friendly community, with seamless public transit and adequate parking  Work with the East Avon owner HCRE on a master development plan, district amendment and code revisions to facilitate a streamlined process for development approvals  Make district amendment and code revisions to facilitate a streamline process for development approvals  Identify with the Planning and Zoning Commission 2014 Code amendments, including “clean-up” of definitions, charts, etc. identified through use of the Code over the past year and sections which should be updated, and sections which should be updated, such as the sign code. Evaluate whether Wildridge should be “zoned” rather than continuing to have a PUD Zone for the development.  Develop the scope, public process, schedule for commencement and completion of the Comprehensive Plan Update, including development of questions for the Community Survey, (Early 2015)  Revise the Sign Code  Process Annexation and Zoning applications, including surveying and public notification requirements, for the 85.99 acre “Village Parcel” deeded to Town trough the Eagle Valley Land Exchange of 2013  Take the lead in organizing mountain resort planning group to meet in different locations at least annually with shared agenda items  Select and tour a mountain resort community similar to Avon at least once a year for the purposes of studying transportation, design standards, affordable housing, main street improvements, etc.  Seek to finalize the County IGA/Joint Planning Area  Remain informed regarding potential development of the Beaver Creek East and West lots and evaluate the feasibility and advantages for annexation into Avon  Evaluate the Wildridge/Mountain Star/Singletree seasonal wild land fire program, including summer “hot shot” staffing and community outreach for current home to amend residential landscaping  Organize study session with the County Commissioners and area jurisdictions to assess the areas wildland fire program  Develop land use regulations for new development and major renovations to protect homes from wildland fire Section I, Page 12 Strategic Plan Fiscal Years 2015-16 Water Issues Identify and unresolved water issues and develop a timetable and approach for resolution over the next two years; manage what can be done against higher priorities. Strategies:  Schedule with Council and Water Authority representatives a program and policy for the accounting and dedicated use of unallocated water held by the Authority  Continue with the Water Authority, Avon representatives and Mountain Star residents to reach resolution of the Mountain Star water tank, fire flow, and system delivery issues  Resolve Avon Drinking Water Facility fenced area for ownership and/or lease to the Water Authority. Evaluate and remediate liability concerns, if any, for Avon Drinking Water Facility fenced area with the Water Authority.  Participate as a member of the Urban Run-off Group to understand activities and possible 2015 funding request for a Gore Creek Water Quality Improvement Plan. Seek to retain seat on the Executive Committee.  Draft and execute an agreement with the ERWSD for long term cost sharing and O&M responsibilities of the Heat Recovery System  Request evaluation and development of options for a lower monthly water rate for residences less than 3,500 square feet and for master water meters serving low income households  Organize water and wastewater documents and files at Town Hall; institutionalize knowledge. This project is 95% complete.  Develop Water Bank for Village (at Avon) water uses Section I, Page 13 Strategic Plan Fiscal Years 2015-16 Grab the Bull by the Horns Opportunities In the last two years, Avon has taken action on unforeseen opportunities. Most notable are the West Avon Preserve Multi-use Trails and design and construction of the Pavilion (Stage) and Pedestrian Mall continuation to Benchmark Road. In addition, Avon actively sought out successful producers to develop new special events in Nottingham Park, with Flavors of Colorado, WinterWonderGrass, Bravo!Vail and Man of the Cliff each seeing a first year of seed funding support. These opportunities acted on, required the financial support and staff availability and capability to be flexible and to shift work plan priorities. Avon desires to retain an alacrity to respond to unforeseen opportunities and, whenever possible, to proactively engage in endeavors for the good future of the Town. Strategies:  Council members need to be in the community to learn of opportunities which can be assessed and when viable acted upon  Maintain a fiscal position resilient to future economic fluctuations  Develop reserves for special events, recreation amenities and business development  Support a work culture that is flexible, innovative and resilient to change TOWN OF AVON 2015-2016 SITUATIONAL ANALYSIS Impacts Affecting the Budget Section I, Page 14 Items Impact Strategy Property Taxes The preliminary certification of values indicates that the Town's gross assessed value will remain flat. Projecting a 10% increase in 2016. General Fund revenues will remain constant for 2015 and increase by $147,574 in 2016. Continue to encourage growth and new construction. Sales Tax Revenues Year-to-date sales tax revenues are up 7.13% from the same period last year. Through June, sales tax revenues are over budget by a total of $152,551. Continue to encourage new businesses, ease the administrative burden of licensing and sales tax reporting by offering on-line filing.Accommodation Tax Revenues Year-to-date accommodation tax revenues are up 7.69% from the same period last year. Through June, accommodation tax revenues are over budget by a total of $24,408. Continue to encourage new businesses, ease the administrative burden of licensing and sales tax reporting by offering on-line filing. Real Estate Transfer Tax Year-to-date revenues are tracking above the budget with 90% of the budgeted revenues already collected as of July. One large commercial transaction occurred in 2014, volumes are increasing, and per suare foot prices are rising. 2015 anticipates a $1,625,312 increase to revenues due to purchases of Wyndham vacation ownerships. Continue to analyze the base level of RETT based on past history and use this for funding most ongoing CIP projects. Identify new development as way of funding some discretionary CIP projects. Personnel By reviewing positions as they become vacated, and through some reorganization of departments, there have been significant budgetary savings identified. Most staffing changes have occurred and are reflected in the 2014 revised budget, but some changes will not be fully realized until 2015. The Town Manager and staff will continue to monitor staffing needs within Town divisions to create the most efficient and effective operations possible. Employee Compensation The salary step program, implemented in 2014, has been accepted by employees and successful in creating a competitive hiring process and in retaining the best employees. The staff anticipates a net effect of approximately $208,000 in expense associated with the step program and related market increases for 2015. Special Events As part of the Town Councils' strategic plan, the Town is seeking to identify near term opportunities for special events and develop a longer term strategy in this area. The Town has made a commitment to WinterWondergrass in 2015 for $50,000 in cash support and $25,000 in in-kind services. Other commitments are being evaluated, along with a continuation of the assignment of fund balance for special events not yet appropriated in the 2015 and 2016 budgets. Continue to identify opportunities for special events. Establish a Cultural, Arts and Special Events Commission Budget for signature event seed money. The situational analysis is intended to communicate short-term factors that may influence the decisions that will be made in the final development and approval of the 2015-2016 budget. Below is a matrix of issues identified by staff that may affect the Town as part of its budget planning process. Early identification allows the Town to be proactive during budget development. REVENUES EXPENDITURES Continue to work on and improve the now implemented pay-for- performance step program for 2015- 2016 with a long-term commitment toward the program, including annual market surveys, employee evaluations and funding. TOWN OF AVON 2015-2016 SITUATIONAL ANALYSIS Impacts Affecting the Budget Section I, Page 15 Items Impact Strategy Traer Creek Settlement The Traer Creek litigation has been settled. Add-on retail sales fees of approximately $650,000 are included in the budget, less funding of the asphalt overlay account in the amount of $150,000. Deferred maintenance on Post Boulevard will be completed in 2014 and other projects are being evaluated based on criteria established for Town CIP projects. Continue to work with representatives from Traer Creek to encourage new development and partnerships for a succesful, long-term relationship. Economic Conditions Colorado's economy continues to expand faster than many other states. Labor, construction, retail, and housing markets are all continuing to grow at a pace higher than the nation. Overall job growth is at its highest rate since 2000. Job growth and growth in new businesses will help fuel ecomonic dynamism and allow resources to mover more quickly in response to growth opportunities. Continue to analyze the Colorado economy in order to assist Town Council and staff with projections. Economic Development The construction of the Wyndham Hotel is nearly complete with opening scheduled for late fall, 2014. The project will generate approximately $145,000 in additional annual property tax incremental revenues for the URA, an additional $91,721 annually in timeshare amentiy fees, and over $5 million in real estate transfer taxes. Construction of the Nottingham park Pavilion is underway with completion scheduled for early 2015. The Pavilion will be a cultural and entertainment venue for the community. Continue to invest in the development of Avon's central core. Continue to explore ways to expand Avon's vitality by hosting various special events, music festivals and concerts. Construction of the Avon Pedistrian Mall has begun with completion in late fall, 2014. The Mall project's objective is to energize Town Center West by creating place-making and new spaces within the mall for special events, and children and familiy activities. Continue to invest in the development of Avon's central core. Continue to explore ways to expand Avon's vitality by hosting various special events, music festivals and concerts. Osprey Capital, the holding company of the Hoffman family, has acquired over 250,000 square feet of leasable commercial space within the core of Avon. According to the Company, over $100 million has been invested in Avon in these properties. This should have a poistive impact of attracting new businesses, increasing property values, and generally benefitting the downtown community of Avon. Staff should continue to work with the owner to identify opportunities for redevelopment and to promote Special Events. OTHER TOWN OF AVON 2015-2016 SITUATIONAL ANALYSIS Impacts Affecting the Budget Section I, Page 16 Items Impact Strategy 2015 World Alpine Championships Planning and budgeting for this event continues into 2015. An assignment of $200,000 of the Town's reserves represented the Town's commitment to the 2015 WASC. So far approximately $110,000 for Apres Avon has been appropriated. Budget estimates will be submitted during the 2015 budget process for additonal costs toward Apres Avon events. Fund Balances and Contingencies The Town's general fund has a fund balance reserve policy of 25% and a current contingency of $62,500. In addition, the Town has created a stabilization fund within its reserves that helps provide flexibility to respond to unexpected opportunities. A general contingency of approximately $100,000 will be proposed to be included in the General Fund. Using the budget approval process, fund balance reserves and commitments will also be identified. TOWN OF AVON DESCRIPTION OF FUNDS AND BASIS OF BUDGETING Section I, Page 17 Fund Fund Type Purpose Major Revenue Sources General Fund General The Town’s primary operating fund. It is used to account for all activities of the Town not required to be accounted for in some other fund. General property taxes, sales taxes, utility taxes, lodging taxes, franchise fees, licenses & permit fees, intergovernmental revenues, recreation charges, fines & forfeitures, investment earnings, other miscellaneous revenues. Avon Urban Renewal Fund Special Revenue - Major Used to account for the activities of redevelopment that are undertaken by the Avon Urban Renewal Authority, including issuing debt and constructing public improvements. Property tax increment revenues, bond proceeds Water Fund Special Revenue - Major Used to account for the cost of maintaining certain water-related assets and for the receipt of water surcharges and tap fees within the Town limits.Water surcharges, tap fees. Debt Service Fund Debt Service Used to account for the accumulation of resources for the payment of principal and interest on the Town's general obligation and revenue bonds. Property taxes, transfers-in from other funds. Capital Projects Fund Capital Used to account for the acquisition and construction of major capital facilities and infrastructure. Real estate transfer taxes, transfers- in from other funds. Transit Fund Enterprise Use to account for activities involved in operating the Town's transit system. General Improvement District No.1 property taxes, contracts with other local entities and wash bay charges. Fleet Maintenance Fund Enterprise Used to account for activities involved in performing maintenance of Town fleet and certain other equipment and for certain 3rd party entities. Charges for services from Town departments and 3rd party entities, and sales of fuel. Equipment Replacement Fund Internal Service Used to account for the rental of vehicles and equipment to Town departments for the accumulation of funds for future replacement. Rental charges to other funds and departments for use of equipment, sales of capital assets, and capital lease proceeds. Town Center West Maintenance Fund Special Revenue- Non-major Maintenance of Town Center West mall, Lake Street, and Avon Station areas. Transfers in from Avon URA and General Fund. The Town of Avon provides an extensive range of municipal services. The following is a description of the Town's funds with major revenue sources listed. TOWN OF AVON DESCRIPTION OF FUNDS AND BASIS OF BUDGETING Section I, Page 18 Fund Fund Type Purpose Major Revenue Sources Community Enhancement Fund Special Revenue- Non-major Used to account for revenues received from the 1% Community Enhancement Fee for use for beatification projects, energy conservation projects, equipment and technology upgrades for schools, scholarship funds, acquisition of open space and/or park land, sponsorship of special community events, and undergrounding of overhead electric and other utility lines. 1% Community Enhancement Fee from Holy Cross pursuant to franchise agreement. Affordable Housing Fund Special Revenue- Non-major Used to account for accumulation of resources received and restricted for use in the Town's affordable housing program.Affordable housing exaction fees. Facilities Reserve Fund Special Revenue- Non-major Used for the accumulation of resources for deferred maintenance and replacement of major components of Town facilities.Transfers-in from General Fund. Basis of Budgeting All Town funds are budgeted using a current financial resources measurement focus and the modified accrual basis of accounting. Under the modified accrual basis, revenue is recorded when it is both measurable and available. Available means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period (60 days). Major sources of revenues which are susceptible to accrual include property taxes, accommodations and sales taxes, and certain intergovernmental revenues. Expenditures generally are recorded when the liability is incurred, as under full accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Section I, Page 19 TOWN OF AVON FINANCIAL AND BUDGETARY POLICIES The following budget policies are intended to help provide general guidance for operating and CIP budget preparation, adoption, and implementation. GENERAL BUDGETARY POLICIES Responsibilities. Prior to the beginning of each fiscal year, the Town Manager shall prepare and submit to the Council a recommended budget for the next fiscal year and an accompanying message. The Town Manager may delegate this responsibility to a budget officer. If so delegated, the budget officer has full responsibility for managing the coordination and administration of the budget process. The budget is a resource-allocation policy document. Council’s primary focus should be on policy issues. Major policy issues such as funding priorities and “macro” problems shall be described in the budget document. As representatives of the public interest, elected officials frequently devote considerable time and energy to examining details of government operations. This watchdog function is important and is an inevitable part of the budget review process. However, excessive review of details may preclude thoughtful study of broader policy issues that rightfully should dominate public policy debate. The Town Manager, Budget Officer, and Department Directors shall be expected to provide sufficient information to help frame the policy review and debate. Communication. The budget document shall be prepared so that it facilitates public study and effectively communicates key economic issues and fiscal policies. The Town should avoid preparing a budget document that is so detailed that it does not communicate effectively with the public. Long-range Planning. The operating budget shall be developed with a focus on long-term financial stability. Long-term financial commitments should be evaluated closely. Nonrecurring revenues and resources should not be used to finance continuing operations. Multi-year projections of revenues and expenditures for the general, special revenue, and debt service funds will be prepared and updated annually to provide prospective to each annual budget process. Public Involvement. Opportunities should be provided for public input at the beginning of the budgeting process as well as during the Council’s public review and budget adoption. Efforts to improve the legitimacy of the budgeting process by involving the public shall be encouraged. Town Council and staff should seek to obtain resident and business reactions before the budget becomes adopted. Level of Service. The Town shall endeavor to maintain current levels of service to its citizens. No increase or decrease in service should be planned with the exception of items discussed during the budget planning process. Section I, Page 20 Performance Measurement. Efficiency and economy in the delivery of Town services is always a priority. Where possible, the Town will endeavor to integrate performance measurement and productivity indicators within the budget. FINANCIAL POLICIES Basis of Accounting. All governmental fund budgets are prepared using the modified accrual basis of accounting. Under this method, revenues are recognized when susceptible to accrual, that is, measurable and available. Available means collectible in the current period or soon enough thereafter to be used to pay liabilities of the current period. Expenditures, other than interest on long-term obligations that is recorded when due, are recognized when they are expected to be liquidated with expendable available resources. All proprietary fund budgets are also prepared using the modified accrual basis of accounting. While this method is not recognized as generally accepted for proprietary funds, it remains the most practical for the Town of Avon for budgetary purposes. Budgetary Control. Budgetary control is maintained at the departmental level as directed by the Town Charter. All non-capital fund appropriations lapse at the end of the Town’s fiscal year. The Finance Department operates and maintains the Town’s centralize accounting system. Accounting records are maintained in accordance with all legal requirements and generally accepted accounting principles. This automated accounting system, including the Finance Department’s policies and procedures and organizational structure, provide multiple levels of controls on expenditures of funds. In addition to the Town’s internal controls, the Town employs an independent certified public accounting firm to annually audit its accounting records and review its internal controls. The Town also submits its Annual Comprehensive Financial Report annually to the Government Finance Officers Association for review regarding conformance to financial reporting standards. The Town has received the Certificate of Achievement for excellence in Financial Reporting each year since 1991. Fund Balances. Fund balances shall be maintained at levels sufficient to absorb unpredictable revenue shortfalls and to insure desired cash flow levels. Fund balances should also be maintained at levels sufficient to avoid undesirable borrowing. Revenues. Revenues provide the resources by which the Town carries out its strategic plan, goals and objectives. Revenue policies in general shall strive to improve the equity and efficiency of the Town’s revenue structure. The Town shall strive to diversify and broaden its supporting revenue base. Cost Recovery Fees and User Fee Levels. Cost recovery fees, where appropriate, should be established to ensure that rates are equitable and cover the total cost of providing the service or that portion of the total cost deemed appropriated by the Town. All fee schedules should be reviewed annually as a part of the budget process and adjusted accordingly. Section I, Page 21 Grants. The Town shall aggressively seek a fair share of available State and Federal financial support unless conditions attached to such assistance are contrary to the Town’s interest. Prior to applying for and accepting intergovernmental aid, the Town will examine the matching requirements so that the source and availability of these funds may be determined before the grant application is made. The Town shall assess the merits of a particular program as if it were funded with local tax dollars. Local tax dollars will not be used to make up for losses of intergovernmental aid without first reviewing the program and its merits. Balanced Budget. The Town of Avon will develop balanced budgets in which current resources (current revenues plus beginning fund balance) will equal or exceed current expenditures. The Town will avoid budgetary and accounting procedures which balance the budget at the expense of future budgets, such as: postponing expenditures, accruing future years revenues, or rolling over short-term debt. The budget will provide for adequate maintenance and replacement of capital plant and equipment. All budgetary procedures will conform with existing state and local regulations. Contingencies. The budget shall include a line item for contingencies for unexpected or unplanned expenditures and emergencies. No transfer from this line item shall be made without the approval of the Town Council. The amount provided for shall be a minimum of 0.5% of total operating expenditures within the General Fund. Procurement. Procurement practices should promote maximum value and economy through a competitive process. Vendors and Service providers should be selected using processes that minimize opportunities for favoritism. The Town’s purchasing and procurement process should encourage life-cycle costing, value analysis, cooperative purchasing, and efficient disposition of surplus assets. Local vendors should be preferred only when such practices are shown to benefit Town citizens and taxpayers. Emergency purchases should be minimized. CAPITAL IMPROVEMENT AND DEBT FINANCING POLICIES Capital improvement policies provide for the systematic repair and/or replacement of existing capital assets. Capital Improvement Program. The Town will plan for capital improvements over a multi-year period of time. The Capital Projects Fund 5-Year Plan represents the Town’s commitment to a multi-year CIP program and relates directly to other long-range plans and policies of the Town. The plan will be updated each year as part of the budget planning process. The plan may include (in years other than the first year of the plan) “unfunded” projects that carry out the Towns strategic and general objectives, but it should also include capital spending that identifies specific projects that can and will be completed with known funding sources. The capital improvements program will incorporate in its projections of expenditures and funding sources any amounts relating to previous year’s appropriations but which have yet to be expended. Section I, Page 22 The first year of the 5-Year Plan will be used as the basis for formal fiscal year appropriations during the annual budget process. Appropriations made in prior years for which expenditures have not been changed nor projects completed will be reevaluated and incorporated into appropriations for the next fiscal year. Operating Impacts. An economic impact analysis and a maintenance impact statement shall be prepared by staff when submitting a major capital improvement project to Council for consideration for inclusion in the CIP program and 5-Year Plan. Operating fund budgets to maintain capital improvements and addition staff needs must be identified, estimated and amended if necessary, prior to making a final decision to approve and undertake a specific capital improvement project. Technology. New and emerging technologies should be evaluated for opportunities for use. Where new technologies permit labor savings or allow other cost reductions capital spending can actually help balance future budgets. Capital Financing. Capital improvements will be financed primarily through the Town’s Real Estate Transfer Tax, other user fees, service charges, assessments, or developer agreements when benefits can be specifically attributed to users. Development impact fees should be created and implemented at levels sufficient to ensure that new development pays its fair share of the cost of constructing necessary community facilities. Debt financing is appropriate only as a means of matching facilities’ costs with the benefits enjoyed by future residents. Projects should be categorized as follows, with financing noted for each category: (1) Replacement – capital expenditures relating to normal replacement of worn or obsolete capital plant should be financed on a pay-as-you-go basis, with debt financing only considered when appropriate. Depreciable assets should, whenever possible, be financed through internal service funds; (2) Expansion – capital expenditures relating to the construction of new or expanded facilities necessitated by growth should be financed primarily on a pay-as-you-go basis, but when new improvements can be determined to benefit the overall population in the future, debt financing may be appropriate; (3) Unusual – some capital expenditures for improvements enhance the quality of life in the Town of Avon and are consistent with the Town’s goals but cannot be categorized as essential for the provision of basic services or maintenance of the useful life of existing facilities. The source of funding in this category shall be determined by looking to the ultimate beneficiary of the capital improvement. Section II, Page 1 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Taxes 12,529,700$ 13,066,894$ 13,825,178 15,924,726$ 15,968,755$ Licenses and Permits 336,548 172,500 153,500 153,500 153,400 Intergovernmental 8,415,474 2,270,543 2,245,043 1,306,956 2,598,400 Charges for Services 3,445,308 3,899,203 3,795,810 3,680,356 3,903,932 Fines and Forfeitures 104,736 110,275 110,275 101,900 101,900 Investment Earnings 21,296 27,775 29,455 24,113 45,311 Other Revenue 547,271 435,130 529,638 458,709 535,034 Total Operating Revenues 25,400,333 19,982,320 20,688,899 21,650,260 23,306,732 Other Sources Sales of Fixed Assets 59,511 3,500 12,555 27,000 4,000 Capital Lease Proceeds 175,326 188,062 188,062 - - Bond and Loan Proceeds 6,825,000 - 9,829,000 - - Transfers-In From Other Funds 3,282,160 4,714,736 6,244,282 4,118,822 3,056,552 Total Other Sources 10,341,997 4,906,298 16,273,899 4,145,822 3,060,552 TOTAL REVENUES 35,742,330 24,888,618 36,962,798 25,796,082 26,367,284 EXPENDITURES General Government and Finance 2,595,654 3,207,774 3,206,214 2,777,862 2,882,175 Community Development 536,483 484,448 487,786 1,018,735 1,143,284 Public Safety 2,539,475 2,739,674 2,737,784 2,992,877 3,158,799 Road and Bridge, Engineering and Utilities 1,682,538 1,750,778 1,674,854 3,170,799 3,129,825 Transportation and Fleet Maintenance 2,692,039 2,952,221 2,998,630 3,558,517 3,301,514 Parks and Recreation 3,556,864 4,164,945 4,109,318 2,433,232 2,535,534 Total Operating Expenditures 13,603,053 15,299,840 15,214,586 15,952,022 16,151,131 Debt Service 7,895,962 1,985,077 1,991,931 2,051,276 2,289,853 Capital Improvements and Equipment Replacement 12,148,170 7,337,987 13,477,788 5,629,155 5,145,589 Contingency - 62,500 62,500 100,000 100,000 Other Uses Transfers-Out To Other Funds 3,282,160 4,481,736 6,244,282 4,118,822 3,056,552 TOTAL EXPENDITURES 36,929,345 29,167,140 36,991,087 27,851,275 26,743,125 NET SOURCE (USE) OF FUNDS (1,187,015) (4,278,522) (28,289) (2,055,193) (375,841) FUND BALANCES, Beginning of Year 17,468,923 16,103,284 16,281,908 16,253,619 14,198,426 FUND BALANCES, End of Year 16,281,908$ 11,824,762$ 16,253,619$ 14,198,426$ 13,822,585$ TOTAL - ALL FUNDS TOWN OF AVON Financial Overview Section II, Page 2 Town Urban Community Affordable General Center Renewal Enhancement Water Housing Fund West Fund Fund Fund Fund REVENUE Taxes 10,820,041$ -$ 698,162$ -$ -$ -$ Licenses and Permits 153,500 - - - - - Intergovernmental 948,956 - - - - - Charges for Services 1,276,195 - - - 170,000 - Fines and Forfeitures 101,900 - - - - - Investment Earnings 15,000 - 3,141 - - 1,231 Other Revenue 309,119 - - 84,000 - 2,510 Total Operating Revenues 13,624,711 - 701,303 84,000 170,000 3,741 Other Sources Sales of Fixed Assets - - - - - - Capital Lease Proceeds - - - - - - Bond and Loan Proceeds - - - - - - Transfers-In From Other Funds 1,538,335 250,000 - - - - TOTAL REVENUES 15,163,046 250,000 701,303 84,000 170,000 3,741 EXPENDITURES General Government, Housing and Finance 2,776,912 - 950 - - - Community Development 1,018,735 - - - - - Police 2,992,877 - - - - - Public Works, Engineering and Utilities 3,005,561 - - - 165,238 - Transportation and Fleet Maintenance - - - - - - Recreation and Culture 2,176,607 256,625 - - - - Total Operating Expenditures 11,970,692 256,625 950 - 165,238 - Debt Service - - 579,504 - - - Capital Expenditures - - - - - - Contingency 100,000 Other Uses Transfers-Out To Other Funds 1,672,000 - 100,000 - - - TOTAL EXPENDITURES 13,742,692 256,625 680,454 - 165,238 - NET SOURCE (USE) OF FUNDS 1,420,354 (6,625) 20,849 84,000 4,762 3,741 FUND BALANCES, Beginning of Year 3,425,011 102,390 776,835 18,728 844,469 513,594 FUND BALANCES, End of Year 4,845,365$ 95,765$ 797,684$ 102,728$ 849,231$ 517,335$ Special Revenue Funds TOTAL - BY FUND TOWN OF AVON Financial Overview Section II, Page 3 Internal Facilities ebt Service Fund Capital Service Percent Reserve Bond Projects Transit Fleet Equipment of Fund Redemption Fund Fund Maintenance Replacement Total Total -$ 541,020$ 3,825,312$ 40,191$ -$ -$ 15,924,726$ 73.55% - - - - - - 153,500 0.71% - - 30,000 328,000 - - 1,306,956 6.04% - - - 263,066 1,372,358 598,737 3,680,356 17.00% - - - - - - 101,900 0.47% - 1,000 3,741 - - - 24,113 0.11% - - - 63,080 - - 458,709 2.12% - 542,020 3,859,053 694,337 1,372,358 598,737 21,650,260 100.00% - - - - - 27,000 27,000 - - - - - - - - - - - - - - - 808,487 120,000 1,102,000 300,000 - 4,118,822 - 1,350,507 3,979,053 1,796,337 1,672,358 625,737 25,796,082 - - - - - - 2,777,862 17.41% - - - - - - 1,018,735 6.39% - - - - - - 2,992,877 18.76% - - - - - - 3,170,799 19.88% - - - 1,869,598 1,688,919 - 3,558,517 22.31% - - - - - - 2,433,232 15.25% - - - 1,869,598 1,688,919 - 15,952,022 100.00% - 1,350,507 121,265 - - - 2,051,276 - - 5,126,679 - - 502,476 5,629,155 100,000 - - 2,346,822 - - - 4,118,822 - 1,350,507 7,594,766 1,869,598 1,688,919 502,476 27,851,275 - - (3,615,713) (73,261) (16,561) 123,261 (2,055,193) - 511,335 6,595,291 495,562 179,389 2,791,015 16,253,619 -$ 511,335$ 2,979,578$ 422,301$ 162,828$ 2,914,276$ 14,198,426$ Enterprise Funds TOTAL - BY FUND TOWN OF AVON Financial Overview Section II, Page 4 REVENUES TOWN OF AVON Financial Overview Taxes 73.55% Intergovernmental 6.04% Charges for Services 17.00% Investment Earnings 0.11% Licenses, Fines, Other 3.30% 2015 Total Operating Revenues By Major Source Taxes 66.82% Intergovernmental 10.85% Charges for Services 18.35% Investment Earnings 0.14% Licenses, Fines, Other 3.83% 2014 Total Operating Revenues By Major Source Section II, Page 5 Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016TAXES General Property Tax 2,982,657 2,805,947 2,732,393 2,772,917 2,982,119 Specific Ownership Tax 96,850 100,000 105,000 105,000 105,000 Real Estate Transfer Tax 1,574,502 1,600,000 2,100,000 3,825,312 3,318,080 Sales Tax 6,374,134 6,525,668 6,785,895 7,056,531 7,332,992 Utility Tax 110,474 110,000 110,000 110,000 110,000 Accomodations Tax 888,867 915,279 951,890 989,966 1,029,564 VAA Retail Sales Fee 118,622 625,000 625,000 650,000 676,000 Franchise Fees 383,594 385,000 415,000 415,000 415,000 Total Taxes 12,529,700$ 13,066,894$ 13,825,178$ 15,924,726$ 15,968,755$ REVENUES TOWN OF AVON Financial Overview The Town of Avon anticipates collecting approximately $15,924,726 or 73.55% of its operating revenues, through an assortment of taxes in 2015. The chart and table below depicts the amount and type of taxes projected for 2015. The Town's sales tax rate is 4.0%. The sales tax is deposited into the General Fund to partially finance the operating costs associated with providing general governmental type services to the community. The Town also has a 2.0% real estate transfer tax. The tax is charged on all sales of real estate within the Town. Proceeds from this tax are deposited into the Town's Capital Projects Fund and help pay for major capital improvement projects. General Property Tax 17.41% Specific Ownership Tax 0.66% Real Estate Transfer Tax 24.02% Sales Tax 44.31% Accomodations Tax 6.22% VAA Retail Sales Fee 4.08% Franchise Fees 2.61% 2015 Taxes By Type Section II, Page 6 REVENUES TOWN OF AVON Financial Overview Property Tax For 2014, the Towns' property tax rate for the General Fund will remain at 8.956 mills. The property tax rate for general bond redemption will decrease from 3.302 to 3.247 mills due to a small increase in the Town's net assessed valuation. In addition, the Avon Urban Renewal Authority has budgeted $698,162 in property tax increment. Total property tax revenues for the Town are budgeted at $2,772,917 or 17.41% of total tax revenues. The two charts below show the Town's historical property tax levies and assessed valuations for the $- $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Year Historical Assessed Values $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Year Property Tax Levy Section II, Page 7 *Total expenditures excluding operating transfers and contingencies EXPENDITURES TOWN OF AVON Financial Overview General Government and Finance 10.45% Community Development 1.59% Public Safety 8.92% Road and Bridge, Engineering and Utilities 5.46% Transportation and Fleet Maintenance 9.77% Parks and Recreation 13.39% Debt Service 6.49% Capital Improvements and Equipment Replacement 43.92% 2014 Total Expenditures* By Major Function General Government and Finance 11.75% Community Development 4.31% Public Safety 12.66% Road and Bridge, Engineering and Utilities 13.42% Transportation and Fleet Maintenance 15.06% Parks and Recreation 10.30% Debt Service 8.68% Capital Improvements and Equipment Replacement 23.82% 2015 Total Expenditures* By Major Function Section II, Page 8 Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 EXPENDITURES Governmental Funds: General Fund 11,510,853$ 13,530,526$ 14,929,050$ 13,742,692$ 14,171,578$ Special Revenue Funds 8,438,535 3,009,098 3,228,765 1,102,317 1,312,279 Debt Service Funds 1,258,062 1,264,352 1,264,352 1,350,507 1,509,348 Capital Projects Fund 12,718,787 7,951,541 14,101,688 7,594,766 6,326,195 Total 33,926,237 25,755,517 33,523,855 23,790,282 23,319,400 Proprietary Fund Types: Transit Fund 1,072,257 1,406,079 1,383,584 1,869,598 1,518,344 Fleet Maintenance Fund 1,619,782 1,546,142 1,615,046 1,688,919 1,783,170 Equipment Replacement Fund 311,069 459,402 468,602 502,476 122,211 Total 3,003,108 3,411,623 3,467,232 4,060,993 3,423,725 TOTAL EXPENDITURES 36,929,345$ 29,167,140$ 36,991,087$ 27,851,275$ 26,743,125$ EXPENDITURES TOWN OF AVON Financial Overview General Fund 52.99% Special Revenue Funds 4.91% Debt Service Funds 5.64% Capital Projects Fund 11.46% Transit Fund 5.68% Fleet Maintenance Fund 6.67% Equipment Replacement Fund 1.02% 2015 Total Expenditures By Fund Type Section II, Page 9 Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 OPERATING EXPENDITURES Personnel 7,782,358$ 8,154,731$ 8,013,424$ 8,733,233$ 9,132,751$ Commodities 1,196,978 1,463,470 1,527,392 1,425,671 1,474,083 Contracted Services 11,919,528 8,586,461 11,319,628 6,978,016 6,925,418 Other Operating Costs 2,818,894 3,413,498 3,392,293 3,114,192 3,304,258 Debt Service 8,296,960 2,273,663 2,490,638 2,333,792 2,567,206 Capital Outlay 1,632,468 731,080 3,940,931 1,047,551 182,861 Total Operating Expenditures 33,647,186$ 24,622,903$ 30,684,306$ 23,632,455$ 23,586,577$ EXPENDITURES TOWN OF AVON Financial Overview Personnel 36.95% Commodities 6.03% Contracted Services 29.53% Other Operating Costs 13.18% Debt Service 9.88% Capital Outlay 4.43% 2015 Total Operating Expenditures By Category Personnel 26.12% Commodities 4.98% Contracted Services 36.89% Other Operating Costs 11.06% Debt Service 8.12% Capital Outlay 12.84% 2014 Total Operating Expenditures By Category Section II, Page 10 Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 PERSONNEL COSTS Salaries and Wages: Full-time Employees 4,629,441$ 4,787,705$ 4,717,835$ 5,260,511$ 5,528,247$ PTS Employees 677,973 740,528 740,528 660,645 666,050 Overtime & Other Misc. Wages 279,159 309,779 313,396 284,078 303,952 Benefits: Insurance 1,540,633 1,619,741 1,559,529 1,801,169 1,873,771 Taxes 76,765 85,147 84,103 90,371 94,617 Retirement 537,699 564,469 556,586 607,223 637,087 Other Benefits 32,652 47,362 41,447 29,236 29,027 Total Personnel Costs 7,774,322$ 8,154,731$ 8,013,424$ 8,733,233$ 9,132,751$ EXPENDITURES TOWN OF AVON Financial Overview Full-time Employees 60.24% PTS Employees 7.56% Overtime & Other Misc. Wages 3.25% Insurance 20.62% Taxes 1.03% Retirement 6.95% Other Benefits 0.33% 2015 Personnel Expenditures Full-time Employees 58.87% PTS Employees 9.24% Overtime & Other Misc. Wages 3.91% Insurance 19.46% Taxes 1.05% Retirement 6.95% Other Benefits 0.52% 2014 Personnel Expenditures Section III, Page 1 Fund Summary Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Taxes 9,590,230$ 10,138,185$ 10,416,007$ 10,820,041$ 11,293,368$ Licenses and Permits 336,548 172,500 153,500 153,500 153,400 Intergovernmental 905,213 964,199 964,699 948,956 993,400 Charges for Services 1,321,078 1,326,446 1,302,220 1,276,195 1,304,357 Fines and Forfeitures 104,736 110,275 110,275 101,900 101,900 Investment Earnings 5,413 15,000 15,000 15,000 25,000 Other Revenue 309,085 308,569 331,991 309,119 364,900 Total Operating Revenues 12,572,303 13,035,174 13,293,692 13,624,711 14,236,325 Other Sources Capital Lease Proceeds 26,367 - - - - Sales of Capital Assets 1,151 - - - - Transfer-In From Capital Projects Fund 201,006 207,121 207,121 1,538,335 219,735 Total Other Sources 228,524 207,121 207,121 1,538,335 219,735 TOTAL REVENUES 12,800,827$ 13,242,295$ 13,500,813$ 15,163,046$ 14,456,060$ EXPENDITURES General Government 2,593,954$ 3,006,824$ 3,005,264$ 2,776,912$ 2,881,225$ Community Development 536,483 484,448 487,786 1,018,735 1,143,284 Public Safety 2,539,475 2,739,674 2,737,784 2,992,877 3,158,799 Public Works 1,571,764 1,597,224 1,521,300 3,005,561 2,996,443 Parks and Recreation 3,328,177 3,919,856 3,884,416 2,176,607 2,266,827 Total Operating Expenditures 10,569,853 11,748,026 11,636,550 11,970,692 12,446,578 Contingency - 62,500 62,500 100,000 100,000 Other Uses Transfers-Out to Town Center West Fund 15,000 45,000 45,000 150,000 200,000 Transfers-Out to Capital Projects Fund - 700,000 2,025,000 120,000 120,000 Transfers-Out to Transit 776,000 825,000 860,000 1,102,000 1,030,000 Transfers-Out to Fleet Maintenance 150,000 150,000 300,000 300,000 275,000 Total Other Uses 941,000 1,720,000 3,230,000 1,672,000 1,625,000 TOTAL EXPENDITURES 11,510,853 13,530,526 14,929,050 13,742,692 14,171,578 NET SOURCE (USE) OF FUNDS 1,289,974 (288,231) (1,428,237) 1,420,354 284,482 FUND BALANCES, Beginning of Year 3,563,274 4,853,248 4,853,248 3,425,011 4,845,365 FUND BALANCES, End of Year 4,853,248$ 4,565,017$ 3,425,011$ 4,845,365$ 5,129,847$ FUND BALANCES: Nonspendable 7,442$ -$ -$ -$ -$ Restricted For: 3% TABOR Emergency Reserve 476,619 476,619 476,619 476,619 476,619 Assigned For: Special Events - 101,614 300,000 300,000 300,000 2015 World Alpine Ski Championships - 157,700 182,700 - - Unassigned: 25% Minimum Reserve Balance 2,877,713 3,382,632 3,732,263 3,435,673 3,542,895 Stabilitzation Balance 1,491,474 446,453 (1,266,571) 633,073 810,334 TOTAL FUND BALANCES 4,853,248$ 4,565,017$ 3,425,011$ 4,845,365$ 5,129,847$ MUNICIPAL SERVICES General Fund #10 Section III, Page 2 Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 Taxes: 51101 General Property Tax 1,614,841$ 1,475,738$ 1,475,738$ 1,492,044$ 1,623,312$ 51102 General Property Tax - Delinquent Collections 654 500 500 500 500 51103 General Property Tax - Interest 2,748 1,000 (19,514) 1,000 1,000 51104 General Property Tax - Abatements (554) - (33,502) - - 51201 Specific Ownership Tax 96,850 100,000 105,000 105,000 105,000 51301 Sales Tax 6,361,068 6,505,668 6,765,895 7,036,531 7,317,992 51302 Utility Tax 110,474 110,000 110,000 110,000 110,000 51303 Accommodation Tax 888,867 915,279 951,890 989,966 1,029,564 51304 Penalties and Interest 13,066 15,000 15,000 15,000 10,000 51305 Sales Tax Audit Assessments - 5,000 5,000 5,000 5,000 51307 VAA Retail Sales Fee 118,622 625,000 625,000 650,000 676,000 51402 Franchise Fees 383,594 385,000 415,000 415,000 415,000 51000 Total Taxes 9,590,230 10,138,185 10,416,007 10,820,041 11,293,368 Licenses and Permits: 52101 Liquor Licenses 5,956 10,000 8,000 7,000 7,000 52102 Business Licenses 21,075 23,000 20,000 20,000 20,000 52103 Contractor's Licenses 12,310 10,500 12,500 10,500 10,500 52201 Building Permits 273,878 107,900 107,900 107,900 107,900 52205 Road Cut Permits 22,989 21,000 5,000 8,000 8,000 52206 Other Licenses and Permits 340 100 100 100 - 52000 Total Licenses and Permits 336,548 172,500 153,500 153,500 153,400 Intergovernmental: Federal Grants: 53106 Click It or Ticket 4,400 5,000 5,500 8,000 8,000 53107 Ballistic Vests 1,765 1,400 1,400 1,400 1,400 State Grants 53204 LEAF Grant 5,558 22,000 22,000 22,000 22,000 53206 High Visibility Grant 17,570 14,000 14,000 14,000 14,000 Local Government/Other Agency 53402 Eagle County- Trail Safety and Repair 9,157 - - - - 53900 Eagle River Youth Coalition 2,532 8,500 8,500 - - Subtotal: Grants 40,982 50,900 51,400 45,400 45,400 State/County Shared Revenue: 53301 Conservation Trust 69,084 65,000 65,000 65,000 65,000 53302 Motor Vehicle Registration 23,423 22,000 22,000 22,000 22,000 Highway User's Tax 183,176 187,615 187,615 182,445 183,000 53304 Cigarette Tax 41,234 47,000 47,000 40,000 47,000 53305 County Sales Tax 395,913 435,684 435,684 453,111 475,000 53306 Road & Bridge Fund 150,413 153,000 153,000 140,000 153,000 53308 State Severance Tax 988 3,000 3,000 1,000 3,000 Subtotal: Shared Revenue 864,231 913,299 913,299 903,556 948,000 53000 Total Intergovernmental 905,213 964,199 964,699 948,956 993,400 Revenue Detail MUNICIPAL SERVICES General Fund #10 Section III, Page 3 Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 Revenue Detail MUNICIPAL SERVICES General Fund #10 Charges for Services: General Government: 54101 Sales of Map and Publications - 100 100 - - 54102 Photocopying Charges 441 300 300 300 300 54103 License Hearing Fees 125 100 100 100 100 54104 Other Fees and Charges 2,775 1,250 1,250 1,250 1,250 54105 CC & Paper Filing Fees - - - 250 - 54201 Plan Check Fees 175,575 58,100 58,100 58,100 58,100 54202 Subdivision Review Fees 154 1,000 1,000 1,000 - 54203 Design Review Fees 18,516 20,000 20,000 20,000 20,000 54204 Animal Control Fees 1,110 1,000 1,000 500 500 54205 Abatement Services - 5,500 5,500 - - 54206 Fire Impact Fee Administration Fees 4,973 2,500 2,500 2,500 2,500 54301 Police Reports 442 600 600 600 600 54302 Police Extra Duty 17,044 12,600 12,600 20,000 20,000 54303 Fingerprinting Fees 6,140 4,000 4,000 4,000 4,000 54304 VIN Inspection Fees 13,280 12,500 12,500 13,000 13,000 54305 False Alarm Fees/Misc Police Dept Fees 2,040 4,500 4,500 1,000 1,000 54306 National Night Out 675 500 500 500 500 54399 DUI Reimbursement 13,474 3,000 20,000 14,000 14,000 Subtotal: General Govern.256,764 127,550 144,550 137,100 135,850 Recreation Facility: 54601 Admission Fees 741,394 802,226 750,000 751,500 774,045 54602 Program Fees 39,665 40,000 45,000 42,000 42,420 54603 Rentals 40,894 40,000 40,000 41,000 41,000 54604 Merchandise Sales 11,813 16,000 16,000 12,500 12,500 54605 Childcare 7,357 9,000 7,500 - - 54606 Rec Center Services 11,767 15,000 7,500 12,000 12,000 54607 Fitness Program Revenues 51,041 40,000 55,000 63,000 63,000 Other Recreation: 54651 Adult Program Revenues 7,792 12,000 12,000 11,000 11,000 54652 Cabin Equipment Rentals 1,223 28,000 28,000 30,000 30,000 54653 Athletic Field Rentals 5,339 5,000 5,000 5,500 5,500 54654 Cabin Concessions 65 5,000 5,000 3,000 3,000 54655 Youth Program Revenues 93,327 109,000 109,000 111,000 113,220 54676 Sponsorships 43,500 44,250 44,250 24,250 24,250 54678 Event Fees 9,137 15,750 15,750 9,275 9,275 54679 Special Event Admission Fees - 17,670 17,670 23,070 27,297 Subtotal: Recreation 1,064,314 1,198,896 1,157,670 1,139,095 1,168,507 54000 Total Charges for Services 1,321,078 1,326,446 1,302,220 1,276,195 1,304,357 Section III, Page 4 Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 Revenue Detail MUNICIPAL SERVICES General Fund #10 Fines and Forfeitures: 55101 Court Fines - Traffic 54,720 60,000 60,000 60,000 60,000 55102 Court Fines - Criminal 24,695 25,000 25,000 20,000 20,000 55103 Court Fines - Parking 6,728 5,000 5,000 5,000 5,000 55105 Court Costs 8,842 10,000 10,000 8,000 8,000 55106 Jury Fees - 150 150 150 150 55107 Bond Forfeitures 200 500 500 500 500 55109 Miscellaneous Court Revenues - 100 100 - - 55110 Police Training Surcharge 8,276 8,250 8,250 8,250 8,250 55120 Police Forfeiture Revenue 1,275 1,275 1,275 - - 55000 Total Fines and Forfeitures 104,736 110,275 110,275 101,900 101,900 Investment Earnings: 57101 Interest 5,413 15,000 15,000 15,000 25,000 57000 Total Investment Earnings 5,413 15,000 15,000 15,000 25,000 Other Revenues: 58101 Recreational Amenity Fees 214,315 214,450 225,000 230,000 285,000 58109 Bond Issuance Fees 10,410 10,100 10,100 - 9,800 58201 Lease of Town-Owned Property 23,363 44,019 44,019 44,019 40,000 58999 Miscellaneous Nonclassified Revenues 60,997 40,000 52,872 35,100 30,100 58000 Total Other Revenues 309,085 308,569 331,991 309,119 364,900 50000 TOTAL REVENUES 12,572,303$ 13,035,174$ 13,293,692$ 13,624,711$ 14,236,325$ Section III, Page 5 Department Expenditure Summaries Original or Final Prev. Amend.Revised Proposed Proposed Dept./Div.Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 General Government: 111 Mayor and Town Council 194,852$ 578,920$ 574,520$ 233,000$ 211,417$ 112 Boards and Commissions 13,016 15,299 15,299 15,299 15,299 113 Town Attorney 243,784 155,000 155,000 105,000 105,000 121 Municipal Court 116,180 98,234 96,234 99,349 103,857 115 Town Clerk 97,903 153,927 157,905 111,612 117,575 131 Town Manager 260,449 294,403 269,358 349,041 368,639 133 Community Relations 95,917 111,569 118,369 133,077 154,520 Subtotal General Government 1,022,101 1,407,352 1,386,685 1,046,378 1,076,307 Finance and Administration: 141 Finance 665,504 741,373 741,373 771,070 797,886 143 Information Systems 296,878 337,295 337,295 371,273 382,301 132 Human Resources 274,043 229,806 234,886 220,896 248,223 149 Nondepartmental 335,428 290,998 305,025 367,295 376,508 Subtotal Finance and Administration 1,571,853 1,599,472 1,618,579 1,730,534 1,804,918 Total General Government and Finance 2,593,954 3,006,824 3,005,264 2,776,912 2,881,225 Community Development: 211 Administration 38,518 - - - - 212 Planning 213,097 245,491 247,491 246,570 259,235 213 Building Inspection 117,543 127,352 129,165 136,402 144,767 214 Economic Development 167,325 111,605 111,130 170,035 268,679 215 Town Produced Events - - - 262,878 270,603 216 Signature Event Seed Funding - - - 5,000 - 217 Community Grants - - - 197,850 200,000 Total Community Development 536,483 484,448 487,786 1,018,735 1,143,284 Police Department: 311 Administration 516,491 553,700 551,889 594,777 626,159 312 Patrol 1,914,017 1,964,020 1,964,736 2,155,027 2,269,465 313 Investigations 108,967 221,954 221,159 243,073 263,175 Total Police Department 2,539,475 2,739,674 2,737,784 2,992,877 3,158,799 MUNICIPAL SERVICES General Fund #10 Section III, Page 6 Department Expenditure Summaries Original or Final Prev. Amend.Revised Proposed Proposed Dept./Div.Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 MUNICIPAL SERVICES General Fund #10 Engineering Department: 412 Engineering 205,328 219,708 219,708 478,850 485,055 418 Buildings and Facilities - - - 1,053,385 1,026,325 Subtotal Engineering Department 205,328 219,708 219,708 1,532,235 1,511,380 413 Roads and Bridges 1,366,436 1,377,516 1,301,592 1,473,326 1,485,063 Total Public Works 1,571,764 1,597,224 1,521,300 3,005,561 2,996,443 Parks and Recreation Department: 513 Special Events 335,468 558,605 558,605 - - 514 Administration 233,674 223,114 222,256 202,850 212,951 515 Adult Programs 22,424 28,656 28,656 27,668 28,212 516 Aquatics 441,310 394,408 394,421 436,266 451,893 517 Childcare 32,178 36,487 36,487 - - 518 Fitness 142,393 158,236 158,236 137,141 143,163 519 Front Desk 197,999 235,050 235,074 237,733 246,800 521 Youth Programs 111,272 118,979 118,979 121,491 123,884 522 Cabin 5,673 43,643 43,643 27,741 28,271 551 Parks and Grounds 866,344 1,069,324 1,030,790 985,717 1,031,653 571 Buildings and Facilities 939,442 1,053,354 1,057,269 - - Total Parks and Recreation 3,328,177 3,919,856 3,884,416 2,176,607 2,266,827 TOTAL OPERATING EXPENDITURES 10,569,853$ 11,748,026$ 11,636,550$ 11,970,692$ 12,446,578$ Section III, Page 7 MUNICIPAL SERVICES General Fund Taxes 79.41% Licenses and Permits 1.13% Intergovernmental 6.96% Charges for Services 9.37% Fines and Forfeitures 0.75% Investment Earnings 0.11% Other Revenue 2.27% 2015 Operating Revenues General Government 23.20% Community Development 8.51% Public Safety 25.00% Public Works 25.11% Parks and Recreation 18.18% 2015 Operating Expenditures Section III, Page 8 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 TAXES General Property Tax 1,617,689$ 1,477,238$ 1,423,222$ 1,493,544$ 1,624,812$ Specific Ownership Tax 96,850 100,000 105,000 105,000 105,000 Sales Tax 6,361,068 6,505,668 6,765,895 7,036,531 7,317,992 Utility Tax 110,474 110,000 110,000 110,000 110,000 Accommodation Tax 888,867 915,279 951,890 989,966 1,029,564 Other 13,066 20,000 20,000 20,000 15,000 VAA RSF 118,622 625,000 625,000 650,000 676,000 Franchise Fees 383,594 385,000 415,000 415,000 415,000 TOTAL TAXES 9,590,230$ 10,138,185$ 10,416,007$ 10,820,041$ 11,293,368$ Revenues MUNICIPAL SERVICES General Fund General Property Tax 13.80% Specific Ownership Tax 0.97% Sales Tax 65.03% Utility Tax 1.02% Accommodation Tax 9.15% Other 0.18% VAA RSF 6.01% Franchise Fees 3.84% 2015 Taxes Section III, Page 9 Other Personnel Contracted Operating Debt Capital Services Commodities Services Costs Service Outlay Total EXPENDITURES General Government 1,861,837$ 75,037$ 407,988$ 404,650$ -$ 27,400$ 2,776,912$ Community Development 569,698 14,500 164,817 264,770 - 4,950 1,018,735 Public Safety 2,270,179 125,909 42,095 527,319 - 27,375 2,992,877 Public Works 1,033,465 326,062 826,692 789,442 - 29,900 3,005,561 Recreation and Culture 1,470,925 209,785 114,284 348,663 - 32,950 1,190,890 TOTAL OPERATING EXPENDITURES 7,206,104$ 751,293$ 1,555,876$ 2,334,844$ -$ 122,575$ 11,970,692$ Expenditures MUNICIPAL SERVICES General Fund Personnel Services 60.20% Commodities 6.28% Contracted Services 13.00% Other Operating Costs 20.30% Debt Service 0.00% Capital Outlay 0.98% 2015 Operating Expenditures By Object Class Section III, Page 10 Dept./Purchased &Other Div.Personnel Contracted Operating Debt Capital Number Description Services Commodities Services Costs Service Outlay Total General Government: 111 Town Council 198,384$ 500$ 13,100$ 19,216$ -$ 1,800$ 233,000$ 112 Boards and Commissions 13,299 - - 2,000 - - 15,299 113 Town Attorney - - 105,000 - - - 105,000 115 Town Clerk 97,248 3,540 4,454 4,470 - 1,900 111,612 121 Municipal Court 74,274 500 23,050 575 - 950 99,349 131 Town Manager 336,022 220 1,000 9,849 - 1,950 349,041 133 Community Relations 47,409 120 36,700 47,048 - 1,800 133,077 Subtotal General Govt 766,636 4,880 183,304 83,158 - 8,400 1,046,378 Finance and Administration: 132 Human Resources 187,756 10,490 10,700 11,950 - - 220,896 141 Finance Department 636,925 8,670 102,201 22,174 - 1,100 771,070 143 Information Systems 196,895 37,497 69,348 49,633 - 17,900 371,273 149 Nondepartmental 73,625 13,500 42,435 237,735 - - 367,295 Subtotal Finance and Admin 1,095,201 70,157 224,684 321,492 - 19,000 1,730,534 Total General Govt and Finance 1,861,837 75,037 407,988 404,650 - 27,400 2,776,912 Community Development: 212 Planning 211,102 4,090 20,587 8,591 - 2,200 246,570 213 Building Inspection 124,904 720 2,500 7,328 - 950 136,402 214 Economic Development 109,200 720 25,400 32,915 - 1,800 170,035 215 Town Produced Events 124,492 8,970 116,330 13,086 - - 262,878 216 Signature Event Seed Funding - - - 5,000 - - 5,000 217 Community Grants - - - 197,850 - - 197,850 Total Community Development 569,698 14,500 164,817 264,770 - 4,950 1,018,735 Public Safety: Police Department: 311 Administration 517,110 11,090 30,346 30,130 - 6,101 594,777 312 Patrol 1,526,151 110,205 10,549 486,848 - 21,274 2,155,027 313 Investigations 226,918 4,614 1,200 10,341 - - 243,073 Total Public Safety 2,270,179 125,909 42,095 527,319 - 27,375 2,992,877 Departmental Operating Costs MUNICIPAL SERVICES General Fund Section III, Page 11 Dept./Purchased &Other Div.Personnel Contracted Operating Debt Capital Number Description Services Commodities Services Costs Service Outlay Total Departmental Operating Costs MUNICIPAL SERVICES General Fund Public Works 412 Engineering 213,343 3,625 254,000 7,882 - - 478,850 413 Roads and Streets 547,302 231,283 316,370 377,421 - 950 1,473,326 418 Buildings & Facilities 272,820 91,154 256,322 404,139 28,950 Total Public Works 1,033,465 326,062 826,692 789,442 - 29,900 3,005,561 Parks and Recreation: 514 Administration 147,200 9,790 9,584 36,276 - - 202,850 515 Adult Programs 24,250 3,418 - - - - 27,668 516 Aquatics 354,610 35,178 - 46,478 - - 436,266 518 Fitness 77,235 3,300 - 56,606 - - 137,141 519 Guest Services 201,968 16,523 - 18,292 - 950 237,733 521 Youth Programs 102,805 9,600 700 8,386 - - 121,491 522 Cabin 20,681 1,350 - 5,710 - - 27,741 551 Parks and Grounds 542,176 130,626 104,000 176,915 - 32,000 985,717 Total Parks and Recreation 1,470,925 209,785 114,284 348,663 - 32,950 1,190,890 TOTAL OPERATING EXPENDITURES 7,206,104$ 751,293$ 1,555,876$ 2,334,844$ -$ 122,575$ 11,970,692$ Section III, Page 12 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT Fund: Town Center West Maintenance Fund Budget Summary SEE THE GENERAL FUND - PARKS & RECREATION DEPARTMENT DEPARTMENT FINANCIAL SUMMARY The Town Center West Maintenance Fund receives fund transfers in from the General and Urban Renewal Funds. Monies are used for maintenance of the "pedestrian mall", including summer landscaping and winter snow removal. The Director of Parks and Recreation oversees the Fund uses, which are accounted for in the Parks and Recreation Department. Section III, Page 13 Fund Summary Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Other Revenue: Insurance Proceeds -$ -$ -$ -$ -$ Miscellaneous Nonclassified Revenues - - - - - Total Operating Revenues - - - - - Other Sources Transfers In - General Fund 15,000 45,000 45,000 150,000 200,000 Transfers In - Urban Renewal Authority 275,000 200,000 200,000 100,000 50,000 TOTAL REVENUES 290,000 245,000 245,000 250,000 250,000 EXPENDITURES Public Works: Main Street Maintenance 228,687 245,089 224,902 256,625 268,707 Total Operating Expenditures 228,687 245,089 224,902 256,625 268,707 TOTAL EXPENDITURES 228,687 245,089 224,902 256,625 268,707 NET SOURCE (USE) OF FUNDS 61,313 (89) 20,098 (6,625) (18,707) FUND BALANCES, Beginning of Year 20,979 59,938 82,292 102,390 95,765 FUND BALANCES, End of Year 82,292$ 59,849$ 102,390$ 95,765$ 77,058$ MUNICIPAL SERVICES Town Center West Maintenance Fund #21 Section III, Page 14 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services -$ -$ -$ -$ -$ Commodities - - - - - Contract Services - 700 700 700 700 Other Operating Costs - 250 250 250 250 Capital Outlay - - - - - Total -$ 950$ 950$ 950$ 950$ Department Expenditures by Program SEE CAPITAL PROJECTS & TOWN CENTER WEST MAINTENENANCE FUND Fund: Avon Urban Renewal Fund Budget Summary ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY DEPARTMENT OVERVIEW The Urban Renewal Fund's main source of funding is property tax increment revenues for Urban Renewal Plan areas within the Town. The Town Center West Urban Renewal Plan Area was created in 2008, and is the only plan area within Avon; it has a 25-year life of increment finance. Property tax increment revenues for 2015 are based upon an increment of $11,597,340 and an overlapping mill rate of 59.34, resulting in a 5.4% decrease in revenues from the previous year. Beginning in 2016, additional tax increment revenues are anticipated from the completion of the Wyndham Vacation Ownership development. In 2015 and 2016, funds transferred to the Town Center West Maintenance Fund are reduced to $100,000 and $50,000, respectively. The Urban Renewal Fund is administered by the Finance Director. Section III, Page 15 FUND SUMMARY Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Taxes 777,838$ 738,187$ 738,187$ 698,162$ 766,566$ Investment Earnings 2,560 1,461 3,141 3,141 4,712 Total Operating Revenues 780,398 739,648 741,328 701,303 771,278 Other Sources Loan Proceeds 6,825,000 - - - - TOTAL REVENUES 7,605,398 739,648 741,328 701,303 771,278 EXPENDITURES Current: General Government - 950 950 950 950 Capital Improvements 33,986 - - - - Debt Service: Principal 6,295,000 305,000 305,000 320,000 410,000 Interest 184,111 239,573 239,573 229,504 218,240 Debt Issuance Costs 133,330 - - - - Treasurer Fees 23,859 22,146 29,000 29,000 30,000 Fiscal Charges 1,600 1,000 1,000 1,000 1,000 Total Operating Expenditures 6,671,886 568,669 575,523 580,454 660,190 Other Uses Transfers Out - Capital Projects Fund - 700,000 700,000 - - Transfers Out - Town Center West Mtc. Fund 275,000 200,000 200,000 100,000 50,000 Total Other Uses 275,000 900,000 900,000 100,000 50,000 TOTAL EXPENDITURES 6,946,886 1,468,669 1,475,523 680,454 710,190 NET SOURCE (USE) OF FUNDS 658,512 (729,021) (734,195) 20,849 61,088 FUND BALANCES, Beginning of Year 852,518 1,360,825 1,511,030 776,835 797,684 FUND BALANCES, End of Year 1,511,030$ 631,804$ 776,835$ 797,684$ 858,772$ FUND BALANCES: Restricted For: Debt Service 628,240$ 628,240$ 628,240$ 628,240$ 628,240$ Capital Improvements 598,000 - - - - Urban Renewal 284,790 3,564 148,595 169,444 230,532 TOTAL FUND BALANCES 1,511,030$ 631,804$ 776,835$ 797,684$ 858,772$ AVON URBAN RENEWAL AUTHORITY Summary Section III, Page 16 Debt Service Summary Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 DEBT SERVICE 931 Series 2009, Vectra Bank Loan: 64303 Treasurer Fees 23,859$ -$ -$ -$ -$ 65101 Principal 6,295,000 - - - - 65102 Interest 184,111 - - - - 65103 Fiscal Charges 1,600 - - - - 65104 Debt Issuance Costs - - - - - 60000 Sub-total 6,504,570 - - - - 932 Series 2013, Tax Increment Revenue Bonds 64303 Treasurer Fees - 22,146 29,000 29,000 30,000 65101 Principal - 305,000 305,000 320,000 410,000 65102 Interest - 239,573 239,573 229,504 218,240 65103 Fiscal Charges - 1,000 1,000 1,000 1,000 65104 Debt Issuance Costs 133,330 - - - - 60000 Sub-total 133,330 567,719 574,573 579,504 659,240 60000 TOTAL DEBT SERVICE 6,637,900 567,719 574,573 579,504 659,240 AVON URBAN RENEWAL AUTHORITY Debt Service Section III, Page 17 CIP Projects Inventory Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget BudgetNumberDescription20132014201420152016 CAPITAL IMPROVEMENT PROJECTS Roads and Streets: Street Improvements: 32012 Lake Street Realignment Design -$ -$ -$ -$ -$ 32013 Lake Street Construction - - - - - 32014 Main Street Design - - - - - 32015 Main Street Easements - - - - - 32016 Main Street Construction 33,986 - - - - 32017 Benchmark Road Design - - - - - Total Capital Improvement Projects 33,986$ -$ -$ -$ -$ AVON URBAN RENEWAL AUTHORITY Capital Projects Section III, Page 18 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Fund: Community Enhancement SEE CAPITAL PROJECTS FUND ADMINISTRATION OF THE DEPARTMENT Budget Summary DEPARTMENT FINANCIAL SUMMARY DEPARTMENT OVERVIEW The Community Enhancement Fund (CEF) originates from the Franchise Agreement the Town of Avon has with Holy Cross Energy to sell electricity to the Town. One percent percent (1%) of the revenue generated by Holy Cross Energy in the Town of Avon is placed in the Community Enhancement Fund and is restricted to the following uses: Beautification Projects, Energy Conservation Projects, Equipment and Technology Upgrades for Schools, Scholarship Funds, Acquisition of open space and/or park land and development, Sponsorship of Special Community Events, Undergrounding of Overhead Electric and Other Utility Lines. The CEF generates approximately $84,000/year and at the end of 2014 there is estimated to remain $18,728 in the CEF Fund Balance. Projects in the CIP proposed to be funded by the CEF include the the Avon Mall Improvement project ($608,000) in 2014 and undergrounding of the power lines along the Eagle Valley Trail between Eaglebend Apartments and Stonebridge Drive in 2016 ($100,000). The Town Engineer administers the Community Enhancement Fund. Section III, Page 19 Fund Summary Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Other Revenue: Community Enhancement Fees 84,398$ 75,000$ 84,000$ 84,000$ 84,000$ Total Operating Revenues 84,398 75,000 84,000 84,000 84,000 Other Sources Transfers In - General Fund - - - - - TOTAL REVENUES 84,398 75,000 84,000 84,000 84,000 EXPENDITURES Public Works: Community Enhancement - - - - - Total Operating Expenditures - - - - - Other Uses Transfers Out - Capital Projects Fund - 275,000 608,000 - 100,000 TOTAL EXPENDITURES - 275,000 608,000 - 100,000 NET SOURCE (USE) OF FUNDS 84,398 (200,000) (524,000) 84,000 (16,000) FUND BALANCES, Beginning of Year 458,330 533,330 542,728 18,728 102,728 FUND BALANCES, End of Year 542,728$ 333,330$ 18,728$ 102,728$ 86,728$ FUND BALANCES: Restricted For: Community Enhancement Projects 542,728$ 233,330$ 18,728$ 2,728$ 86,728$ Assigned For: US Hwy 6 Trail Project Undergrounding - 100,000 - 100,000 - TOTAL FUND BALANCES 542,728$ 333,330$ 18,728$ 102,728$ 86,728$ MUNICIPAL SERVICES Community Enhancement Fund #23 Section III, Page 20 Fund: Water Department: Water Utilities Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 41,009$ 42,804$ 42,804$ 45,738$ 47,659$ Commodities - - - - - Contract Services 44,615 82,500 82,500 101,500 67,500 Other Operating Costs 25,150 28,250 28,250 28,000 18,000 Capital Outlay - - - - - Total 110,774$ 153,554$ 153,554$ 175,238$ 133,159$ Department Expenditures by Program Water Utilities 110,774$ 153,554$ 153,554$ 175,238$ 133,159$ Total 110,774$ 153,554$ 153,554$ 175,238$ 133,159$ 1. Closeout the Lake Liner Project. 2. Managed water rights documentation for Nottingham Dam in Village (at Avon) and RICD.3. Worked with Upper Eagle Regional Water Authority and Mountain Star HOA to resolve water tank issues. Estimated Personnel Time 20% Estimated Nonpersonnel Costs 25,900$ Total Activity Cost 35,048$ Performance Metric(s)Projects completed on time and on budget Estimated Personnel Time 80%Estimated Nonpersonnel Costs 36,590$ Total Activity Cost 140,190$ Performance Metric(s)Community Survey 2014 MAJOR ACCOMPLISHMENTS DEPARTMENT OPERATIONS DEPARTMENT FINANCIAL SUMMARY Budget Summary ADMINISTRATION OF THE DEPARTMENT DEPARTMENT OVERVIEW The Water Fund collects revenues, which are restricted to water related projects and expenses. Revenues are generated by a $4,000 per Single Family Equivalent (SFE) water tap fee and a $3.25/SFE/month fee on the water bill. Expenditures in the Water Fund include engineering and construction of projects, water attorney fees and irrigation ditch maintenance. The 2014 ditch maintenance reflects significant work to catch-up on deferred maintenance. In addition, revenues are contributed to third parties for water quality monitoring, river clean-up and associated projects. The Water Fund is administered by the Town Engineer. Approximately 20% of the Engineer's total administration time is charged to the Water Fund. Management of Capital Water Projects: Includes accounts payable and payroll processing and general accounting; revenue collection, compliance, licensing and administration; procurement compliance and fixed asset inventory; internal control structure and asset safekeeping; and preparation of the Town's comprehensive annual financial report. Long-range Planning: Includes oversight of water rights and work on the resolution of issues with the Water Authority as identified in the 2013-14 Strategic Plan. Section III, Page 21 Fund Summary Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Charges for Services: Water Surcharges 149,021$ 145,000$ 145,000$ 150,000$ 150,000$ Tap Fees 57,797 252,000 252,000 20,000 20,000 Tap Fees - Mountain Star 28,366 - - - - Total Charges for Services 235,184 397,000 397,000 170,000 170,000 Other Revenues Nonclassified Revenues - - - - - TOTAL REVENUES 235,184$ 397,000$ 397,000$ 170,000$ 170,000$ EXPENDITURES Water Utilities 110,774 153,554 153,554 165,238 133,382 Total Operating Expenditures 110,774 153,554 153,554 165,238 133,382 Other Uses Transfers Out - Capital Projects Fund 1,150,488 253,535 153,535 - 100,000 TOTAL EXPENDITURES 1,261,262 407,089 307,089 165,238 233,382 NET SOURCE (USE) OF FUNDS (1,026,078) (10,089) 89,911 4,762 (63,382) FUND BALANCES, Beginning of Year 1,780,636 754,558 754,558 844,469 849,231 FUND BALANCES, End of Year 754,558$ 744,469$ 844,469$ 849,231$ 785,849$ FUND BALANCES: Restricted For: Water Projects 754,558$ 144,469$ 244,469$ 249,231$ 185,849$ Assigned For: Mountain Star Water Tank Contribution - 600,000 600,000 600,000 600,000 TOTAL FUND BALANCES 754,558$ 744,469$ 844,469$ 849,231$ 785,849$ MUNICIPAL SERVICES Water Fund #24 Section III, Page 22 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 ADMINISTRATION OF THE DEPARTMENT NO EXPENDITURES ARE PROVIDED IN THE 2015 BUDGET. A PROGRAM FOR USE OF THE MONIES IN 2015-16 HAS YET TO BE DEVELOPED. Fund: Affordable Housing Budget Summary DEPARTMENT OVERVIEW DEPARTMENT FINANCIAL SUMMARY The Affordable Housing Fund was established to receive payment from two developments: $846,000 from the Westin Riverfront development, and $100,000 from the original Gates Development (now known as The Ascent). The exactions were paid in full satisfaction of the employee housing impact fee and mitigation requirements. Monies in the Fund may be used for any purpose deemed appropriate by the Town Council. In late 2013, the Town Council approved a request to contribute $200,000 towards the Augustana Castle Peak Senior Care facility in Eagle, Colorado. The original budget adopted for 2014 was for a contribution of $50,000. A supplemental budget amendment was made for the 2014 budget in May, 2014 The Town Manager administers the Affordable Housing Fund. Section III, Page 23 Fund Summary Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Investment Earnings 1,389$ 1,311$ 1,311$ 1,231$ 1,191$ Other Revenue: Nonclassified Revenues 137,727 2,429 2,429 2,510 2,694 Total Operating Revenues 139,116 3,740 3,740 3,741 3,885 TOTAL REVENUES 139,116 3,740 3,740 3,741 3,885 EXPENDITURES General Government: Affordable Housing 1,700 200,000 200,000 - - Total Operating Expenditures 1,700 200,000 200,000 - - TOTAL EXPENDITURES 1,700 200,000 200,000 - - NET SOURCE (USE) OF FUNDS 137,416 (196,260) (196,260) 3,741 3,885 FUND BALANCES, Beginning of Year 572,438 709,854 709,854 513,594 517,335 FUND BALANCES, End of Year 709,854$ 513,594$ 513,594$ 517,335$ 521,220$ MUNICIPAL SERVICES Affordable Housing Fund #25 Section III, Page 24 Fund: Facilities Reserve Fund Budget Summary DEPARTMENT OVERVIEW The Facilities Reserve Fund (FRF) was originally established to accumulate funds to maintain major Town of Avon equipment that have a limited useful life and will need refurbishment or replacement such as elevators, air handlers, and vehicle lifts. The Town has not budgeted monies for the FRF since 2009. These expensive pieces of equipment also are appropriate to fund, depending on magnitude of cost and expected useful life, from the CIP Fund or the General Fund. To reduce duplicate purposes, and to better identify funding priorities, the balance of the FRF has been consolidated into the 2014 CIP Fund revenues. Section III, Page 25 Fund Summary Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Other Revenue -$ -$ -$ -$ -$ Total Operating Revenues - - - - - Other Sources Transfers In - General Fund - - - - - TOTAL REVENUES - - - - - EXPENDITURES Public Works: Facilities Maintenance - - - - - Total Operating Expenditures - - - - - Other Uses Transfers Out - Capital Projects Fund - 413,251 413,251 - - TOTAL EXPENDITURES - 413,251 413,251 - - NET SOURCE (USE) OF FUNDS - (413,251) (413,251) - - FUND BALANCES, Beginning of Year 413,251 413,251 413,251 - - FUND BALANCES, End of Year 413,251$ -$ -$ -$ -$ MUNICIPAL SERVICES Facilities Reserve Fund #26 Section III, Page 26 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Fund: Debt Service SEE FUND SUMMARY ADMINISTRATION OF THE DEPARTMENT Budget Summary DEPARTMENT OVERVIEW DEPARTMENT FINANCIAL SUMMARY The Debt Service fund is used to account for the accumulation of resources for the payment of principal and interest on the Town's debt not accounted for in any other fund. Property taxes are levied to pay the Town's Series 2004 General Obligation Refunding bonds, which were issued to finance the Town's roundabouts in 1996. The mill rate for 2015 is estimated to decrease slightly from 3.302 to 3.247 to generate the amount of property taxes necessary to meet the debt service requirements. The Series 1999 Sales Tax Revenue Refunding Bonds matured and were paid in full in 2014. Also accounted for in this fund are the Series 2010 Certificates of Participation issued or the Regional Transportation Facility, the proposed 2014A Certificates of Participation for the new proposed municipal town hall, and the proposed 2014B Certificates of Participation that will be used for street improvements. Funding for these bonds in 2015-16 The Finance Director administers the Debt Service Fund. Section III, Page 27 Fund Summary Original or FinalPrev. Amend.Revised Proposed ProposedAccountActualBudgetBudgetBudgetBudget Number Description 2013 2014 2014 2015 2016 REVENUES Taxes: 51101 General Property Taxes 545,793$ 550,523$ 550,523$ 541,020$ 546,531$ 51102 Property Tax - Delinquent 220 - (7,194) - - 51103 Property Tax - Interest & Penalties 929 - (12,352) - - 51104 Property Tax - Abatement (187) - - - - 51000 Total Taxes 546,755 550,523 530,977 541,020 546,531 Investment Earnings: 57101 Investment Earnings 339 1,000 1,000 1,000 1,000 Other Sources:59201 Transfers-In from Capital Projects Fund 714,666 712,829 732,375 808,487 961,817 59000 Total Other Sources 714,666 712,829 732,375 808,487 961,817 50000 TOTAL REVENUES 1,261,760 1,264,352 1,264,352 1,350,507 1,509,348 EXPENDITURES Debt Service: 919 Series 1999, Sales Tax Revenue Refunding Bonds 65101 Principal 425,000 445,000 445,000 - - 65102 Interest 39,585 20,248 20,248 - - 922 Series 2004, G.O. Refunding Bonds 65101 Principal 455,000 475,000 475,000 490,000 515,000 65102 Interest 73,710 58,013 58,013 40,200 20,600 924 Series 2010, Certificates of Participation 65101 Principal 125,000 125,000 125,000 130,000 135,000 65102 Interest 126,081 123,581 123,581 119,832 115,932 925 Series 2014A, Certificates of Participation (Skier Bldg.) 65101 Principal - - - - 170,000 65102 Interest - - - 245,162 225,725 926 Series 2014B, Certificates of Participation (Street Improvements) 65101 Principal - - - 210,000 220,000 65102 Interest - - - 94,493 86,160 911 64303 County Treasurer Fees 10,936 11,010 11,010 10,820 10,931 65103 Fiscal Agent Fees 2,750 6,500 6,500 10,000 10,000 Total Debt Service 1,258,062 1,264,352 1,264,352 1,350,507 1,509,348 60000 TOTAL EXPENDITURES 1,258,062 1,264,352 1,264,352 1,350,507 1,509,348 NET SOURCE (USE) OF FUNDS 3,698 - - - - FUND BALANCES, Beginning of Year 507,637 494,552 511,335 511,335 511,335 FUND BALANCES, End of Year 511,335$ 494,552$ 511,335$ 511,335$ 511,335$ MUNICIPAL SERVICES Debt Service Fund #31 Section III, Page 28 Fund: Transit Dept: Transportation Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 401,181$ 482,125$ 457,122$ 634,659$ 669,503$ Commodities 86,788 119,785 119,785 124,178 125,548 Contract Services 12,916 95,503 95,503 94,894 95,521 Other Operating Costs 398,035 527,346 529,854 545,647 567,552 Debt Service 60,220 60,220 60,220 60,220 60,220 Capital Outlay 113,117 121,100 121,100 410,000 - Total 1,072,257$ 1,406,079$ 1,383,584$ 1,869,598$ 1,518,344$ Department Expenditures by Program Administration 54,793$ 219,197$ 219,197$ 240,302$ 246,175$ Operations 1,017,464 998,124 999,913 1,408,165 1,039,464 Wash Bay - 188,758 164,474 221,131 232,705 Total 1,072,257$ 1,406,079$ 1,383,584$ 1,869,598$ 1,518,344$ Authorized Positions Transit Superintendent 1 1 1 1 1 Fleet Care Coordinator 0 0 1 1 1 Bus Driver/CDL Driver 3 3 3 3 3 Total 4 4 5 5 5 1. Redesigned Avon core bus service to include service to Buffalo Ridge along with Wal-Mart and Home Depot. 2. Developed joint winter season work schedule to maximize CDL needs in the Transit Parks and Road and Bridge Departments saving two (2) FTE 3. Administered continuation of the lease agreement with ECO for bus storage, with the addition of WiFi and vault room use for the upcoming winter season. DEPARTMENT FINANCIAL SUMMARY 2014 MAJOR ACCOMPLISHMENTS Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT The Transportation Department is the singular department of the Transit Fund and is responsible for all transportation related activities for the Town of Avon. The Department's core responsibilities consist of developing and sustaining effective, safe, and consistent community transportation programs for the residents and guests of the Town of Avon. The Transit Fund operates as an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Transit Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Transportation Department is administered by the Transit Superintendent who coordinates both the operational and administrative areas; with operational oversight greater is the winter and general non-operational duties heavier in the summer. Section III, Page 29 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:118,947$ Total Activity Cost:240,302$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:67% Estimated Nonpersonnel Costs:684,323$ Total Activity Cost:943,471$ Performance Metric(s):Winter cost per rider per route - Skier Shuttle@ $1.76 Black Line @ $2.54 Restaurant Shuttle @ $2.55 Winter on time performance 99% Community Survey Estimated Personnel Time:33% Estimated Nonpersonnel Costs:337,054$ Total Activity Cost:464,694$ Performance Metric(s):Summer cost per rider per route - Black Line @ $2.54 Summer on time performance Community Survey PROGRAM ACTIVITIES AND OPERATIONS 99% Administration: The Transit Superintendent oversees the day-to-day bus service routes, transit program development, strategic planning, funding allocations, establishes performance goals, pursues coordination strategies, develops a passenger feedback systems, designs and implements advertising and promotion, completes annual reports, budgets, ADA certification and compliance, drug/alcohol program, vehicle procurement, Federal Transit Administration, Region VIII/Colorado Department of Transportation grant solicitation/management, and Intergovernmental Agreement/Third Party contract execution. The Transit Superintendent occasionally fills in for drivers on sick leave or during hiring transitions. Route Operations: Includes service design/service implementation schedule and policy, system safety and security, fleet management, customer (guest) service protocols, employee standards, seasonal employee recruitment, training, and certification, performance metric(s), and day to day field operational supervision. Winter Service: Three (3) route operations occur during the winter months: The Black Line serving the Avon Core and residential areas other than Wildridge, a Skier Shuttle, supported with funding from Beaver Creek, and evening Restaurant Shuttle. Hours and route frequency are summarized in the table below. The Town provides in-kind bus service for The Birds of Prey World Cup, running additional buses. Summer Service: The seven-day per week Black Line Route operates occur during the summer months: The Black Line serves the Avon Core and residential areas other than Wildridge. In 2014, a smaller 25-seat shuttle van will operate the route. Hours and route frequency are summarized in the table below. Section III, Page 30 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:94,614$ Total Activity Cost:221,131$ Performance Metric(s):Internal Survey Cost Recovery Wash Bay: Located in the Bus Storage Facility, a wash bay is sized for large buses and smaller vehicles and equipment. The bay also includes a service station for checking fluids and daily checklists. Charges are estimated each year based upon the operational and maintenance costs of operating the wash bay, including staff time for servicing vehicles. Winter Winter Winter Loop Winter Summer Summer Summer Loop Summer AnnualRouteOp Hrs Frequence # Buses Time Serv. Hr.Op Hrs Frequence # Buses Time Serv. Hr.Cost Blue Line 6:30-10:30 15-20 Min 1 30 Min 1,330 6:30-10:30 15-20 Min 1 30 Min 2,043 $274,6631:30-6:30 1:30-6:30 Red Line 6:30-10:30 15-20 Min 1 30 Min 1,330 6:30-10:30 15-20 Min 1 30 Min 2,043 $274,6631:30-6:30 1:30-6:30 Skier Shuttle 8:00-6:00 15 -30 Min 2 30 Min 2,913 $237,206 Restaurant Shuttle 6:00-10:00 30 Min 1 30 Min 635 $51,708 Black Line 11:00-2:00 30 Min 1 30 Min 490 11:00-2:00 30 Min 1 30 Min 795 $104,638 Total Service Hrs 6,698 Total Service Hrs 4,881 $942,878Grand Total Service Hours 11,579 Section III, Page 31 Fund Summary Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Taxes 40,375$ 39,999$ 40,007$ 40,191$ 44,210$ Intergovernmental 90,494 96,000 100,000 328,000 - Charges for Services 94,884 312,252 261,382 263,066 288,066 Other Revenues 8,903 47,632 57,025 63,080 83,440 Total Operating Revenues 234,656 495,883 458,414 694,337 415,716 Other Sources Transfers In from General Fund - Operating 776,000 825,000 860,000 1,020,000 1,030,000 Transfers In from General Fund - Capital - - - 82,000 - Total Other Sources 776,000 825,000 860,000 1,102,000 1,030,000 TOTAL REVENUES 1,010,656 1,320,883 1,318,414 1,796,337 1,445,716 EXPENDITURES Administration 54,793 219,197 219,197 240,302 246,175 Operations 1,017,464 998,124 999,913 1,408,165 1,039,464 Washbay - 188,758 164,474 221,131 232,705 TOTAL EXPENDITURES 1,072,257 1,406,079 1,383,584 1,869,598 1,518,344 NET SOURCE (USE) OF FUNDS (61,601) (85,196) (65,170) (73,261) (72,628) FUND BALANCES, Beginning of Year 622,333 560,732 560,732 475,536 495,562 FUND BALANCES, End of Year 560,732$ 475,536$ 495,562$ 402,275$ 422,934$ MUNICIPAL SERVICES Transit Enterprise Fund #52 Section III, Page 32 Revenue Detail Original or FinalPrev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 Taxes: Property Taxes 51101 Property Tax/ Gates GID 40,311$ 39,999$ 39,999$ 40,191$ 44,210$ 51103 Current & Delinquent interest 64 - 8 - - 51000 Total Taxes 40,375 39,999 40,007 40,191 44,210 Intergovernmental: Federal Grants: 53104 FTA Grant 90,494 96,000 100,000 328,000 - 53000 Total Intergovernmental 90,494 96,000 100,000 328,000 - Charges for Services: Transportation: 54501 Beaver Creek 90,000 90,000 100,000 100,000 125,000 54507 Wash Bay Services- External 4,884 144,870 84,000 84,000 84,000 54902 Wash Bay Services- Internal - 77,382 77,382 79,066 79,066 54000 Total Charges for Services 94,884 312,252 261,382 263,066 288,066 Other Revenues: 58201 Lease of Town-owned Property 4,419 43,632 53,025 55,080 73,440 58995 Bus Advertising Revenues 4,303 4,000 4,000 8,000 10,000 58999 Miscellaneous Nonclassified Revenues 181 - - - - 58000 Total Other Revenues 8,903 47,632 57,025 63,080 83,440 Other Sources: 59201 Transfers In from General Fund - Operating 776,000 825,000 860,000 1,020,000 1,030,000 59201 Transfers In from General Fund - Capital - - - 82,000 - 59000 Total Other Sources 776,000 825,000 860,000 1,102,000 1,030,000 50000 TOTAL REVENUES 1,010,656 1,320,883 1,318,414 1,796,337 1,445,716 MUNICIPAL SERVICES Transit Enterprise Fund #52 Section III, Page 33 Fund: Fleet Dept: Fleet Maintenance Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 645,961$ 649,526$ 642,039$ 697,740$ 731,988$ Commodities 506,620 434,384 486,912 523,191 571,228 Contract Services 82,290 67,280 86,221 65,167 78,337 Other Operating Costs 106,813 114,310 119,232 128,205 135,433 Debt Service 253,747 261,522 261,522 262,116 258,064 Capital Outlay 24,351 19,120 19,120 12,500 7,400 Total 1,619,782$ 1,546,142$ 1,615,046$ 1,688,919$ 1,782,450$ Department Expenditures by Program Fleet Maintenance 1,608,101$ 1,546,142$ 1,615,046$ 1,688,919$ 1,783,170$ Wash Bay 11,681 - - - - Total 1,619,782$ 1,546,142$ 1,615,046$ 1,688,919$ 1,783,170$ Authorized Positions Fleet Manager 1 1 1 1 1 Accounting Assistant II 1 1 1 1 1 Mechanic I-II 5 5 5 5 5 Mechanics Helper 1 1 1 1 1 Total 8 8 8 8 8 1. Continue "right sizing" Towns Fleet by selling under utilized vehicles on a public auction website. 2. Completed Annual Inseptions on the entire Town Transit fleet in the second quarter of the year. 3. Continue working with Beaver Creek in the planning and maintenance of critical vehicles and equipment for the 2015 WASC. Budget Summary DEPARTMENT OVERVIEW 2014 MAJOR ACCOMPLISHMENTS ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY The Fleet Maintenance Fund is an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Fleet Maintenance Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Fleet Department is the only division in the Fund and provides vehicle and rolling stock service for Town of Avon as well as other third party governmental agencies. The Fleet Department is administered by the Fleet Manager who spends approximately 90% on general department administration, and the balance on mechanic training and hands-on support. Section III, Page 34 Fund: Fleet Dept: Fleet Maintenance Budget Summary Estimated Personnel Time:35% Estimated Nonpersonnel Costs:346,913$ Total Activity Cost:591,122$ Performance Metric(s):70% Cost Recovery Internal Survey Estimated Personnel Time:65% Estimated Nonpersonnel Costs:644,266$ Total Activity Cost:1,097,797$ Performance Metric(s):70% Cost Recovery Internal Survey PROGRAM ACTIVITIES AND OPERATIONS Town of Avon Vehicles and Rolling Stock: Town departments are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a billable total cost recovery of 70% from work through the year. Third Party Vehicles and Rolling Stock: Third party governmental agencies are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a cost recovery of 70% from total work through the year. Section III, Page 35 Fund Summary Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Charges for Services 1,344,126$ 1,299,935$ 1,271,638$ 1,372,358$ 1,505,438$ Other Revenue 2,475 - - - - Total Operating Revenues 1,346,601 1,299,935 1,271,638 1,372,358 1,505,438 Other Sources Transfers-In from General Fund 150,000 150,000 300,000 300,000 275,000 Capital Lease Proceeds 24,351 - - - - Total Other Sources 174,351 150,000 300,000 300,000 275,000 TOTAL REVENUES 1,520,952 1,449,935 1,571,638 1,672,358 1,780,438 EXPENDITURES Public Works: Fleet Maintenance 1,608,101 1,546,142 1,615,046 1,688,919 1,783,170 Washbay 11,681 - - - - Total Operating Expenditures 1,619,782 1,546,142 1,615,046 1,688,919 1,783,170 TOTAL EXPENDITURES 1,619,782 1,546,142 1,615,046 1,688,919 1,783,170 NET SOURCE (USE) OF FUNDS (98,830) (96,207) (43,408) (16,561) (2,732) FUND BALANCES, Beginning of Year 321,627 304,827 222,797 179,389 162,828 FUND BALANCES, End of Year 222,797$ 208,620$ 179,389$ 162,828$ 160,096$ MUNICIPAL SERVICES Fleet Maintenance Enterprise Fund #61 Section III, Page 36 Revenue Summary Original or FinalPrev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 Charges for Services: 54806 3rd Party Fleet Maintenance Charges 797,616$ 722,814$ 756,225$ 815,815$ 894,549$ 54901 Departmental Fleet Maintenance Chrgs 499,561 557,121 505,413 546,543 600,889 54902 Wash Bay Charges 42,662 - - - - 54903 Sales of Fuel 4,287 20,000 10,000 10,000 10,000 54000 Total Charges for Services 1,344,126 1,299,935 1,271,638 1,372,358 1,505,438 Other Revenues: 58205 Insurance Reimbursements - - - - - 58999 Miscellaneous Nonclassified Revenues 2,475 - - - - 58000 Total Other Revenues 2,475 - - - - Other Sources: 59201 Transfers In - General Fund 150,000 150,000 300,000 300,000 275,000 59303 Capital Lease Proceeds 24,351 - - - - 59000 Total Other Sources 174,351 150,000 300,000 300,000 275,000 50000 TOTAL REVENUES 1,520,952$ 1,449,935$ 1,571,638$ 1,672,358$ 1,780,438$ MUNICIPAL SERVICES Fleet Maintenance Enterprise Fund #61 Section III, Page 37 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Fleet and Heavy Equipment 256,862$ 277,199$ 277,199$ 229,283$ 47,054$ Recreation Center Equipment 28,034 104,703 113,903 182,888 11,252 Computer and Office Equipment 26,173 77,500 77,500 51,305 45,048 Machinery and Equipment - - - 39,000 18,857 Total 311,069$ 459,402$ 468,602$ 502,476$ 122,211$ Fund: Equipment Replacement Fund DEPARTMENT FINANCIAL SUMMARY Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT This fund is used to account for the rental of certain vehicles and equipment to other departments for the accumulation of funds for future replacements. The Equipment Replacement Fund is administered by the Finance Director with assistance from other department heads.. Section III, Page 38 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Charges for Services 450,036$ 563,570$ 563,570$ 598,737$ 636,071$ Total Operating Revenues 450,036 563,570 563,570 598,737 636,071 Other Sources Police Forfeiture Revenue 4,155 - - - - Sales of Fixed Assets 58,360 3,500 12,555 27,000 4,000 Capital Lease Proceeds 124,608 188,062 188,062 - - Total Other Sources 187,123 191,562 200,617 27,000 4,000 TOTAL REVENUES 637,159 755,132 764,187 625,737 640,071 EXPENDITURES Capital Outlay: Fleet and Heavy Equipment 256,862 277,199 277,199 229,283 47,054 Recreation Center Equipment 28,034 104,703 113,903 182,888 11,252 Computer and Office Equipment 26,173 77,500 77,500 51,305 45,048 Machinery and Equipment - - - 39,000 18,857 TOTAL EXPENDITURES 311,069 459,402 468,602 502,476 122,211 NET SOURCE (USE) OF FUNDS 326,090 295,730 295,585 123,261 517,860 FUND BALANCES, Beginning of Year 2,169,340 2,433,516 2,495,430 2,791,015 2,914,276 FUND BALANCES, End of Year 2,495,430$ 2,729,246$ 2,791,015$ 2,914,276$ 3,432,136$ Fund Summary MUNICIPAL SERVICES Equipment Replacement Internal Service Fund #63 Section III, Page 39 Original or Final Prev. Amend.Revised Proposed Proposed Account Actual Budget Budget Budget Budget Number Description 2013 2014 2014 2015 2016 Charges for Services: Equipment Rental Charges 54904 Town Manager 462$ 211$ 211$ -$ -$ 54904 Finance 382 381 381 - - 54904 Information Systems 25,381 31,663 31,663 42,216 44,834 54904 Nondepartmental 13,753 13,510 13,510 17,635 17,635 54904 Comm Dev - Administration 234 - - - - 54904 Comm Dev - Planning 1,621 1,855 1,855 1,621 847 54904 Comm Dev - Building Inspection 2,903 2,148 2,148 2,148 2,148 54904 Comm Dev - Town Produced Events - - - 1,467 1,482 54904 Police - Administration 7,462 7,222 7,222 10,683 10,683 54904 Police - Patrol 81,871 82,762 82,762 87,194 106,806 54904 Police - Investigations 5,244 4,427 4,427 5,443 5,443 54904 Engineering - 2,539 2,539 2,539 2,539 54904 Public Works - Administration 2,539 - - - - 54904 Public Works - Roads and Streets 75,932 86,254 86,254 86,700 79,965 54904 Public Works - Parks 62,797 - - - - 54904 Town Center West 18,232 15,624 15,624 15,989 22,035 54904 Transit 2,476 39,838 39,838 44,076 44,076 54904 Wash Bay - 22,003 22,003 22,237 22,237 54904 Fleet Maintenance 4,559 4,021 4,021 3,623 3,623 54904 Parks & Recreation - Special Events 2,588 2,099 2,099 - - 54904 Parks & Recreation - Administration 5,031 4,507 4,507 7,472 7,472 54904 Parks & Recreation - Aquatics 39,811 42,479 42,479 42,479 47,796 54904 Parks & Recreation - Fitness 54,870 56,670 56,670 55,856 61,334 54904 Parks & Recreation - Maintenance 38,143 - - - - 54904 Parks & Recreation - Youth Programs 209 209 209 - - 54904 Parks & Recreation - Cabin 3,536 1,496 1,496 5,710 6,240 54904 Parks & Recreation - Parks and Grounds - 63,028 63,028 60,482 60,709 54904 Parks & Recreation - Bldgs and Facilities - 78,625 78,625 83,167 88,167 54000 Total Charges for Services 450,036 563,570 563,570 598,737 636,071 Other Sources: 55120 Police Forfeiture Revenue 4,155 - - - - 59101 Sale of Fixed Assets 58,360 3,500 12,555 27,000 4,000 59303 Capital Lease Proceeds 124,608 188,062 188,062 - - 59000 Total Other Sources 187,123 191,562 200,617 27,000 4,000 50000 TOTAL REVENUES 637,159$ 755,132$ 764,187$ 625,737$ 640,071$ Revenue Detail MUNICIPAL SERVICES Equipment Replacement Internal Service Fund #63 TOWN OF AVON DETAILED BUDGET REQUESTS 2015 Section III, Page 40 Department:N/A Program: Fleet and Heavy Equipment #811 Account 2015 2016 Number Account Name Justification Budget Budget EQUIPMENT REPLACEMENT: Fleet and Heavy Equipment Road/Bridge Dept: Pickup Truck with Plow - Replace #291 37,631$ Town Center West Maintenance: Pickup Truck with Plow - Replace #280 34,664$ Police Dept - Patrol: Chevy Tahoes (4) + Equipment for New Body Style Replace #330, 336, 334, 335 175,448 66501 Automobiles and Light Duty Trucks 210,112 37,631 Parks and Rec Dept - Parks: Snowblower Attachment - Replace #577 5,202 ATV - Replace #294s 9,423 Town Center West Maintenance: Club Car w Snow Blade - Replace #293 13,969 66599 Other Transportation Equipment 19,171 9,423 66000 Total Capital Outlay 229,283$ 47,054$ Fleet & Heavy Equip. to Auction in 2015: #334 Chevrolet Tahoe #335 Chevrolet Tahoe #321 Chevrolet Tahoe #322 Chevrolet Tahoe #280 Chevy Pickup Truck 2016: #267 GMC Pickup Truck #293 Club Car TOWN OF AVON DETAILED BUDGET REQUESTS 2015 Section III, Page 41 Department:N/A Program:Recreation Equipment #812 Account 2015 2016 Number Account Name Justification Budget Budget EQUIPMENT REPLACEMENT: Recreation Center Aquatics: Steam Room Generator 9,968$ - 66202 Building Improvements 9,968 - Aquatics: Diving Board 4,700 Tumble Bucket 4,400 New Aquatic Feature 13,489 Climbing Wall 7,137 Fitness: Stepmill (1)5,268 Ellipticals (8)48,800 AMT (1)8,640 FreeMotion Incline Trainers (2)11,279 Functional Trainer (1)4,268 Spin Bikes (11)19,507 Treadmills (5)43,572 Bench Press Station (1)1,290$ Cable Crossover (1)4,319 Dip Chin (1)3,669 Town Produced Events: 10 x10 Tent 1,974 66407 Athletic and Recreational Equipment 171,060 11,252 Town Produced Events: Mackie Powered Speakers 1,860 66499 Other Machinery and Equipment 1,860 - 66000 Total Capital Outlay 182,888$ 11,252$ TOWN OF AVON DETAILED BUDGET REQUESTS 2015 Section III, Page 42 Department:N/A Program:Computers and Office Equipment #813 Account 2015 2016 Number Account Name Justification Budget Budget EQUIPMENT REPLACEMENT: Computers and Office Equipment Police: Fingerprint System 15,486$ Toughbook MDTs (2)6,653$ 6,653 Engineering: Large Format Copier, Printer, Scanner 9,309 Information Systems: Virtual Server Host (2)36,699 Fleet Switch 7,953 Parks Garage Switch 800 Cabin Switch 800 TOA-CORE02 Switch 12,000 66402 Computers and Peripherals 51,305 45,048 66000 Total Capital Outlay 51,305$ 45,048$ TOWN OF AVON DETAILED BUDGET REQUESTS 2015 Section III, Page 43 Department:N/A Program:Machinery and Equipment #814 Account 2015 2016 Number Account Name Justification Budget Budget EQUIPMENT REPLACEMENT: Machinery and Equipment Police Dept - Patrol: Radar Trailer - Replace #867 11,489$ 66405 Public Safety Equipment - 11,489 Road and Bridge Dept: Plotter/Sign Maker - Replace #1127 7,368 Parks and Rec Dept - Parks: Mower/Sidewinder - Replace #660 & 775 39,000$ 66499 Other Machinery and Equipment 39,000 7,368 66000 Total Capital Outlay 39,000$ 18,857$ Section IV, Page 1 Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Fund: Capital Projects Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT SEE LINE ITEM DETAIL DEPARTMENT FINANCIAL SUMMARY The Capital Projects Fund is primarily funded with a 2% real estate transfer tax (RETT). Projected revenues reflect the current real estate market and new development, including the Wyndham timeshare project. The projects recommended in the Fund were selected based on several criteria including major maintenance of the Town’s existing facilities, preparation for the 2015 World Cup Skiing Championships, and projects identified has high priorities in adopted planning documents such as the H.A. Nottingham Park Master Plan, Comprehensive Transportation Plan and the Recreation Trails Master Plan. The Town prepares a Five-Year Capital Improvements Program, which is important to the long-term planning of infrastructure development and maintenance. The Capital Projects Fund is administered by the Town Engineer. Two engineers in the Engineering Department spend approximately 45% of each position's time on planning and implementation of the Fund and Five-Year Program. Proportional monies for the engineer's salary are transferred to the General Fund. Section IV, Page 2 Fund Summary Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016REVENUES Taxes 1,574,502$ 1,600,000$ 2,100,000$ 3,825,312$ 3,318,080$ Intergovernmental 7,419,767 1,210,344 1,180,344 30,000 1,605,000 Investment Earnings 11,595 9,003 9,003 3,741 13,408 Other Revenue 528 1,500 54,193 - - Total Operating Revenues 9,006,392 2,820,847 3,343,540 3,859,053 4,936,488 Other Sources: Bond Proceeds - - 9,829,000 - - Operating Transfers-In 1,150,488 2,574,786 3,899,786 120,000 320,000 Total Other Sources 1,150,488 2,574,786 13,728,786 120,000 320,000 TOTAL REVENUES 10,156,880 5,395,633 17,072,326 3,979,053 5,256,488 EXPENDITURES Capital Improvements: Facilities 8,885,980 1,583,290 7,428,290 2,745,000 80,000 Land and Land Improvements 1,043,943 140,000 120,000 - 500,000 Roads and Streets 633,623 4,775,760 4,964,386 2,381,679 4,343,378 Utilities - - - - - Water Fund Projects 1,150,488 239,535 139,535 - 100,000 Communications and Technology 85,581 135,000 135,000 - - Strategic Planning 3,500 5,000 5,000 - - Debt Service: Bond Issuance Costs - - 216,975 - - Capital Leases - 153,006 153,006 121,265 121,265 Total Capital Improvements 11,803,115 7,031,591 13,162,192 5,247,944 5,144,643 Other Uses Operating Transfer-Out - General Fund 201,006 207,121 207,121 1,538,335 219,735 Operating Transfer-Out - Debt Service Fund 714,666 712,829 732,375 808,487 961,817 - - Total Other Uses 915,672 919,950 939,496 2,346,822 1,181,552 TOTAL EXPENDITURES 12,718,787 7,951,541 14,101,688 7,594,766 6,326,195 NET SOURCE (USE) OF FUNDS (2,561,907) (2,555,908) 2,970,638 (3,615,713) (1,069,707) FUND BALANCE, Beginning of Year 6,186,560 3,624,653 3,624,653 6,595,291 2,979,578 FUND BALANCE, End of Year 3,624,653$ 1,068,745$ 6,595,291$ 2,979,578$ 1,909,871$ Fund Balances Restricted For: Capitalized Interest -$ -$ 245,162$ -$ -$ Town Hall Tenant Finish - - 2,520,000 - - Street Improvements - - 3,706,200 1,624,521 626,143 Asphalt Overlay - - - 120,000 240,000 Unassigned: Unreserved 3,624,653 1,068,745 123,929 1,235,057 1,043,728 Total Fund Balances 3,624,653$ 1,068,745$ 6,595,291$ 2,979,578$ 1,909,871$ MUNICIPAL SERVICES Capital Projects Fund #41 TOWN OF AVON CAPITAL PROJECTS FUND 5-YEAR PLAN Section IV, Page 3 Proposed Current Revised Proposed Actual Budget Budget Budget 2013 2014 2014 2015 2016 2017 2018 2019 REVENUES Real Estate Transfer Tax:1,574,502$ 1,600,000$ 2,100,000$ 3,825,312$ 3,318,080$ 3,190,368$ 2,000,000$ 2,000,000$ Interest Earnings 11,595 9,003 9,003 3,741 13,408 10,504 16,440 19,736 Intergovernmental: Federal/State: FTA 90 SGR 6,311,171 44,894 44,894 - - - - - FTA / CDOT - ARRA 523,000 - - - - - - - CDOT FASTER 585,596 100,000 100,000 - - - - - GOCO Grant - Eagle Valley Trail - Phase 1 - 498,000 498,000 - - - - - CDOT Grant - Eagle Valley Trail - Phase 3 - - - - 1,355,000 - - - GOCO Grant - Playground - - - - 250,000 - - - Local Government: ECO Grant - Traer Creek Bus Stop - 30,000 - 30,000 - - - - Eagle County Trails Grant - Phase 2 - 522,000 522,000 - - - - - Eagle County Trails Grant - Saddleridge Trail - 15,450 15,450 - - - - - Other Revenues: Fireplace Fees - 1,500 1,500 - - - - - Donations and Contributions - - 27,000 - - - - - Developer Reimbursements - - 25,693 - - - - - Nonclassified 528 - - - - - - - Total Operating Revenues 9,006,392 2,820,847 3,343,540 3,859,053 4,936,488 3,200,872 2,016,440 2,019,736 Other Sources: Debt Proceeds - Street Improvements - - 3,800,000 - - - - - Debt Proceeds - Avon Town Hall - - 6,029,000 - - - - - Transfers-in General Fund: - Nottingham Park Pavilion - 700,000 700,000 - - - - - - Short-term Loan - - 1,325,000 - - - - - - Asphalt Overlay - - - 120,000 120,000 120,000 120,000 120,000 Transfers-in Avon URA (Mall Improvement Project)- 700,000 700,000 - - - - - Transfers-in Community Enhancement Fund - Nottingham Park Pavilion 508,000 - - Mall Improvement Project - - 608,000 - - - - - - 2016 Power line Undergrounding - - - - 100,000 - - - Transfers-in Facilities Reserve Fund (Capital Projects Fund Consolidation)- 413,251 413,251 - - - - - Transfers-in Water Fund 1,150,488 253,535 153,535 - 100,000 - - - Total Other Sources 1,150,488 2,574,786 13,728,786 120,000 320,000 120,000 120,000 120,000 Total Revenues and Sources of Funds 10,156,880$ 5,395,633$ 17,072,326$ 3,979,053$ 5,256,488$ 3,320,872$ 2,136,440$ 2,139,736$ Projected TOWN OF AVON CAPITAL PROJECTS FUND 5-YEAR PLAN Section IV, Page 4 Proposed Current Revised Proposed Actual Budget Budget Budget 2013 2014 2014 2015 2016 2017 2018 2019 Projected EXPENDITURES Capital Improvements: Facilities 8,885,980 1,583,290 7,428,290 2,745,000 80,000 - 75,000 300,000 Land and Land Improvements 1,043,943 140,000 120,000 - 500,000 625,000 - - Roads and Streets 633,623 4,775,760 4,964,386 2,381,679 4,343,378 776,143 650,000 950,000 Utilities - - - - - - - - Water Fund Projects 1,150,488 239,535 139,535 - 100,000 - - - Communications and Technology 85,581 135,000 135,000 - - - - - Strategic Planning 3,500 5,000 5,000 - - - - - Debt Service: Debt Issuance Costs - - 216,975 - - - - - Capital Leases - 153,006 153,006 121,265 121,265 121,265 121,265 94,986 Total Expenditures 11,803,115 7,031,591 13,162,192 5,247,944 5,144,643 1,522,408 846,265 1,344,986 Other Uses: Operating Transfers Out - General Fund: - Engineering Department Salary and Operations 176,006 207,121 207,121 213,335 219,735 226,327 233,117 240,110 - 2014 Winter Wondergrass Festival 25,000 - - - - - - - - Repayment of Short-term Loan - - - 1,325,000 - - - - Operating Transfers Out - Debt Service Fund: - 2010 Certificates of Participation Notes 250,081 247,581 257,854 252,165 253,265 254,214 254,664 250,133 - Town Hall & Parking Facility - - - 248,495 399,058 395,658 397,258 398,758 - 1999 Revenue Refunding Bonds (Rec Center)464,585 465,248 474,521 - - - - - - 2015-17 Street Improvements - - - 307,827 309,494 302,926 302,931 302,825 Total Other Uses 915,672 919,950 939,496 2,346,822 1,181,552 1,179,125 1,187,970 1,191,826 Total Expenditures and Uses of Funds 12,718,787 7,951,541 14,101,688 7,594,766 6,326,195 2,701,533 2,034,235 2,536,812 Net Source (Use) of Funds (2,561,907) (2,555,908) 2,970,638 (3,615,713) (1,069,707) 619,340 102,205 (397,076) Fund Balance, Beginning of Year 6,186,560 3,624,653 3,624,653 6,595,291 2,979,578 1,909,871 2,529,211 2,631,416 Fund Balance, End of Year 3,624,653$ 1,068,745$ 6,595,291$ 2,979,578$ 1,909,871$ 2,529,211$ 2,631,416$ 2,234,340$ Fund Balances Restricted For: Capitalized Interest -$ -$ 245,162$ -$ -$ -$ -$ -$ Town Hall Tenant Finish - - 2,520,000 - - - - - Street Improvements - - 3,706,200 1,624,521 626,143 - - - Asphalt Overlay - - - 120,000 240,000 360,000 480,000 600,000 Unassigned: Unreserved 3,624,653 1,068,745 123,929 1,235,057 1,043,728 2,169,211 2,151,416 1,634,340 Total Fund Balances 3,624,653$ 1,068,745$ 6,595,291$ 2,979,578$ 1,909,871$ 2,529,211$ 2,631,416$ 2,234,340$ TOWN OF AVON CAPITAL PROJECTS INVENTORY 5-YEAR PLAN (Nondiscretionary Projects) Section IV, Page 5 Proposed Estimated Total 2012 and Current Revised Project Cost Proposed Project Prior Yr.Actual Budget Budget To-Date Budget Budget Actuals 2013 2014 2014 2014 2015 2016 2017 2018 2019 CAPITAL IMPROVEMENT PROJECTS Facilities: General Government Facilities: IT Server Room HVAC Upgrades 14,830$ -$ 14,830$ -$ -$ 14,830$ -$ -$ -$ -$ -$ Town Hall Acquisition and Closing Costs 3,200,000 - - - 3,200,000 3,200,000 - - - - - Town Hall Tenant Finish 2,520,000 - - - - - 2,520,000 - - - - Transit / PW Facilities Improvement Project: Public Works Improvements, (On-site and Lot 5)719,474 405,609 171,693 142,172 142,172 719,474 - - - - - Final Design /Engineering Services (Grant #90)857,333 678,370 178,963 - - 857,333 - - - - - Transit Facility Construction (Grant #90)8,543,719 1,325,508 7,162,093 56,118 56,118 8,543,719 - - - - - Transit Facility Construction (FASTER Grant)1,250,000 575,560 674,440 - - 1,250,000 - - - - - Transit Facility Construction (ARRA Grant)524,183 - 524,183 - - 524,183 - - - - - Public Works Facilities Cinder De-icer Storage 200,000 - - - - - - - - - 200,000 Large Vehicle Storage 100,000 - - - - - - - - - 100,000 Transportation Facilities Fuel Spill Cleanup 86,093 84,915 1,178 - - 86,093 - - - - - Avon Station / Lot 61 Encroachment 799 - 799 - - 799 - - - - - Fleet Maintenance EPDM Roof Replacement 80,000 - - - - - - 80,000 - - - Transit Bus Stop - I70 RTF 8,471 - 8,471 - - 8,471 - - - - - Transit Bus Stop Improvements 75,000 - - - - - - - - 75,000 - Transit Bus Stop - Christy Sports/City Market 125,000 - - 125,000 - - 125,000 - - - - Transit Bus Stop - Traer Creek Plaza 60,000 - - 60,000 - - 60,000 - - - - Cultural and Recreational Facilities: Recreation Center EPDM Replacement 149,330 - 149,330 - - 149,330 - - - - - Recreation Center - Locker Room Remodel 120,000 - - 100,000 120,000 120,000 - - - - - Recreation Center Remodel - Yoga Studio and Weigh 80,000 - - 100,000 40,000 40,000 40,000 - - - - Nottingham Park Stage Design 70,000 - - 70,000 70,000 70,000 - - - - - Nottingham Park Stage Construction 3,800,000 - - 930,000 3,800,000 3,800,000 - - - - - Land and Land Improvements: Forest Service Land Acquisition 1,031,171 29,371 1,001,800 - - 1,031,171 - - - - - H.A. Nottingham Park Improvements Nottingham Park Capital Improvements 2013 Program 42,143 - 42,143 - - 42,143 - - - - - Nottingham Park Zone C Improvements - Playground 550,000 - - 70,000 50,000 50,000 - 500,000 - - - Nottingham Park - Remodel Restrooms 275,000 - - - - - - - 275,000 - - Nottingham Park Athletic Field Drainage Improvemen 70,000 - - 70,000 70,000 70,000 - - - - - Upper Athletic Field Replacement 350,000 - - - - - - - 350,000 - - Projected TOWN OF AVON CAPITAL PROJECTS INVENTORY 5-YEAR PLAN (Nondiscretionary Projects) Section IV, Page 6 Proposed Estimated Total 2012 and Current Revised Project Cost Proposed Project Prior Yr.Actual Budget Budget To-Date Budget Budget Actuals 2013 2014 2014 2014 2015 2016 2017 2018 2019 CAPITAL IMPROVEMENT PROJECTS Projected Roads and Streets: Streetscape Improvements Avon Rd. Streetscape Update 484,000 - - 300,000 184,000 184,000 300,000 - - - - Avon Rd. Street Lights 200,000 - - 200,000 200,000 200,000 - - - - - Avon Rd. UPRR Bridge Façade 104,295 - 104,295 - - 104,295 - - - - - Post Blvd. Landscaping Improvements 368,000 - - 331,000 368,000 368,000 - - - - - Post Blvd. Electrical Assessment and Street Lights 78,000 - - 8,000 78,000 78,000 - - - - - Roundabout #4 TCW Feature 60,000 - - - 60,000 60,000 - - - - - Avon Rd./I70 Overpass Pedestrian Improvements 100,000 - - - - - - 100,000 - - - Metcalf Road - Retaining Wall Stabilization 100,000 - - - - - - 100,000 - Roundabout #4 TCW Art Element 250,000 - - - - - - 250,000 - - - Street Improvements: 2014 Mall Improvements 1,970,000 - - 1,900,000 1,970,000 1,970,000 - - - - - Annual Paving/Road Improvements N/A - 495,016 763,760 763,760 NA 2,081,679 998,378 626,143 500,000 250,000 US Hwy 6 Shoulder Widening Contribution 50,000 - - 50,000 50,000 50,000 - - - - - Buck Creek Road Bridge Approach Slab Repair 95,000 - - - - - - 95,000 - - - B/C Blvd. Bike Lanes - - - 35,000 - - - - - - - Metcalf Road Bike Climbing Lane - Phase 2 700,000 - - - - - - - - - 700,000 Multi-Modal/Alternative Mobility: Eagle Valley Trails Phase 1 (GOCO Grant Funded)561,000 - - 561,000 561,000 561,000 - - - - - Eagle Valley Trails Phase 2 (ECO Funded)522,000 - - 522,000 522,000 522,000 - - - - - Eagle Valley Trails Phase 3 (CDOT Funded)2,850,000 - - - 50,000 50,000 - 2,800,000 - - - Eagle Valley Trails Undergrounding Project (CEF)100,000 - - - - - - 100,000 - - - Recreational Trails Program:- Beaver Creek Overlook Trail Improvements 34,312 - 34,312 - - 34,312 - - - - - West Avon Preserve Trail Improvements 157,626 - - 95,000 157,626 157,626 - - - - - West Avon Parcel Access Improvements - - - 10,000 - - - - - - - Nottingham Trail-Buck Creek Trail connector 50,000 - - - - - - - 50,000 - - Buck Creek Trail Improvements 150,000 - - - - - - - - 150,000 - Utilities - - - - - - - - - - - Water Fund Projects Nottingham Lake Liner Replacement 1,300,000 9,977 1,150,488 139,535 139,535 1,300,000 - - - - - Pump House Pump Replacement 100,000 - - 100,000 - - - 100,000 - - - TOWN OF AVON CAPITAL PROJECTS INVENTORY 5-YEAR PLAN (Nondiscretionary Projects) Section IV, Page 7 Proposed Estimated Total 2012 and Current Revised Project Cost Proposed Project Prior Yr.Actual Budget Budget To-Date Budget Budget Actuals 2013 2014 2014 2014 2015 2016 2017 2018 2019 CAPITAL IMPROVEMENT PROJECTS Projected Communications and Technology Communications: UHF Radio System and Repeater 32,380 - 32,380 - - 32,380 - - - - - Enterprise-wide Security Camera System Upgrade 30,760 - 30,760 - - 30,760 - - - - - e-Gov.: Digital Ticketing 60,000 - - 60,000 60,000 60,000 - - - - - Paperless Packets 22,441 - 22,441 - - 22,441 - - - - - CityVision Budgeting and BPM Software 40,000 - - 40,000 40,000 40,000 - - - - - Timekeeping Software and Peripheral Devices 35,000 - - 35,000 35,000 35,000 - - - - - Strategic Planning Planning and Consulting: Feasibility Study - Town Center West Lots B&C 3,500 - 3,500 - - 3,500 - - - - - Recreation Center Expansion: Exhibits and Displays 5,000 - - 5,000 5,000 5,000 - - - - - Total Capital Improvement Projects 35,515,860$ 3,109,310$ 11,803,115$ 6,878,585$ 12,792,211$ 26,445,860$ 5,126,679$ 5,023,378$ 1,401,143$ 725,000$ 1,250,000$ Section IV, Page 8 CAPITAL PROJECT DESCRIPTIONS IN ORDER OF SPREADSHEET ROWS Town Hall Server Room HVAC Project Description: The current server room is prone to overheating when the power goes out or the air condition units fail which will damage the servers. The project includes fail-over protection with another air conditioning unit on a different circuit, UPS protection for electrical spikes and surges, UPS fail notification system for IT staff and shut down of servers, new environmental monitors, and improved venting and circulation of the rack systems. Budget: 2013 $14,830 ---------------------------------------------------------------------------- Town Hall Acquisition, Closing Costs and Tenant Finish Description: The Skier Building is located on Mountain Vista Lot 4 and has been evaluated for purchase and finish completion for use as Avon’s Town Hall. The Skier Building is in a most desirable location in the core of Avon and located on the Pedestrian Mall. It will bring vibrancy to the Pedestrian mall. Budget: 2014 $3,200,000 – Acquisition & Closing Costs 2015 $2,500,000 – Tenant Finish ---------------------------------------------------------------------------- Relocating Public Works Operations Description: Public Works operations and modular building will be relocated at the existing site located at 500 Swift Gulch Road to make way for new bus storage building. The proposed improvements consist of relocating the existing modular office facility and accessory structures 500 feet north on the site. Also, the project includes installing improvements such as fencing and landscaping at 375 Yoder Avenue so that some Public Works operations can be located there. The office furniture for the bus storage facility and mezzanine that is not grant eligible is included with this project. Status: The project started in June 2012 and will be completed in 2014. Budget: 2012 $405,609 2013 $171,693 2014 $142,172 --------------------------------------------------------------------------- I-70 Regional Transportation Operations Facility (I70-RTOF) Project Description: The I-70 RTOF project consists of improvements to site infrastructure, construction of a 24- stall bus storage and maintenance facility and relocation of the public works modular building. The project is funded with $2,100,000 of Town Funds, $7,500,000 Federal Transit Administration Grant, $1,000,000 Colorado Department of Transportation FASTER Grant and $523,000 American Resource and Recovery Act Grant. Status: The project construction started in June 2012 and was completed in Fall of 2014. Budget: 2012 $2,579,438 2013 $8,539,679 2014 $56,118 -------------------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 9 Cinder and De-Icer Storage Description: The uncovered cinder pile leaches deicer into the soil and drainage ways when it rains or snows on the pile. Also the cinders regularly freeze into large clumps making it difficult to load into the snowplows. The structure will prevent snow from landing on the pile and causing these issues thus improving snowplowing efficiency and mitigating environmental impacts. A dome-style structure would be constructed where the existing pile is located and will be partially obstructed from public view. 2019 $200,000 -------------------------------------------------------------------------------- Large vehicle storage for the Road and Bridge Department Description: When snow accumulates in the V-Box located on the back of the snow plow, it will freeze the auger that discharges the cinders onto the road. It takes up to 4-hours to defrost the cinders and auger in a garage. This lowers the reliability and efficiency of the snowplowing operations. A covered, non-heated structure will prevent snow from landing in the V-Box. 2019 $100,000 -------------------------------------------------------------------------------- Fuel Spill Clean-up Description: The clean-up of a fuel spill that was discovered during excavation for the I-70 ROTF around the oil water separators. Budget: 2012 $84,915 2013 $1,178 -------------------------------------------------------------------------------------- Fleet Maintenance EPDM Roof Replacement Description: EPDM roofs have an expected life span of 20-years and the existing room will reach its expected life in 2016. This project will replace the EPDM roof with a similar material. Budget: 2016 $80,000 ------------------------------------------------------------------------------------ Transit Stop Improvements Description: Most of the existing transit stops have minimal signage, seating and no shelters. This project would improve the signage and add seating or shelters to improve the bus riding experience. Budget: 2018 $75,000 ------------------------------------------------------------------- Transit Bus Stop – Christy Sports/City Market Description: This project will place bus shelters at Christy Sports and City Market bus stops. CDOT grant funds will be applied for the shelters. Budget: 2015 $125,000 (2 shelters) ------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 10 Transit Bus Stop - Traer Creek Plaza Description: This project will place a bus stop at Traer Creek Plaza in East Avon. ECO CDOT funds will provide for 50% of the funding. Budget: 2015 $60,000 ------------------------------------------------------------------- Recreation Center EPDM Replacement Description: The existing flat EPDM roofs are approaching the end of their 20-year life span. The roofs frequently leak during rain events and snowmelt events, particularly in the aerobic room. This project will replace the existing EPDM on the three flat roofs on the recreation center. Budget: 2013 $149,330 ---------------------------------------------------------------------------------- Recreation Center - Locker Room Remodel Description: The existing showers in the recreation center are nearly 20-years old and are due for an upgrade. The showers will be re-tilled, new plumping fixtures installed, and shower stalls replaced. The concrete slabs around the pool deck have settled causing a trip hazard and need to be repaired. The project is recommended to occur in 2014 in order spruce up the recreation center for the 2015 Alpine World Ski Championships. Budget: 2014 $120,000 ----------------------------------------------------------------- Recreation Center Remodel - Yoga Studio and Weight Room Description: A Yoga studio will be created in existing space and the Weight Room will be relocated upstairs to provide more space. As these two amenities are used frequently by guests, these enhancements would not only benefit patrons, but would enhance the visual quality of the Recreation Center. Budget: 2014 $40,000 2015 $40,000 ----------------------------------------------------------------- Nottingham Park Stage Design Description: Design and planning for construction of a permanent stage in H.A. Nottingham Park near the upper athletic field to house numerous type of events including music, and stage. Budget: 2014 $70,000 ----------------------------------------------------------------- Nottingham Park Stage Construction Description: Construct a permanent stage in H.A. Nottingham Park near the upper athletic field to house numerous type of events including music, and stage. The performing arts pavilion will require a minimum stage size of approximately 25 feet by 35 feet, a roof, back of house space and electrical service. The stage can be constructed so that it will not encroach into the existing field by constructing the back of house operations to the side of the stage. Budget: 2013 $ 70,000 2014 $3,800,000 ----------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 11 Forest Service Land Acquisition Description: Participation with the US Forest Service, Eagle County, the Colorado State Land Board, and the Eagle Valley Land Trust, in a series of land exchanges that will permanently protect 2,140 acres of public lands. Status: The land acquisition closed on May 9th, 2013. Budget: 2012 $29,371 2013 $1,001,800 ---------------------------------------------------------------------------------- 2013 Nottingham Park Capital Improvements 2013 Program Description: The scope of these improvements in the park includes upgrading the playground equipment to meet current standards, resurfacing the tennis courts and replacing some park benches. Budget: 2013: $42,123 ---------------------------------------------------------------------------------------- Nottingham Park – Zone C Improvements - Playground Description: This project will replace the existing playground equipment with a new facility in its current location. The Park Master Plan recommended moving the playground to the current location of the restrooms. The location is recommended to be changed due to funding constraints. The new playground will be designed in 2014 for construction in 2016. Staff will seek out grant opportunities in 2015 to assist with funding the playground. Budget: 2014 $50,000 2016 $500,000 ---------------------------------------------------------------------------- Nottingham Park – Remodel Restrooms Description: The existing restrooms are due for a remodel because of their location in the park and the on-going vandalism that occurs in the facility. The remodel will incorporate vandalism resistant fixtures and security features. Budget: 2017 $275,000 ------------------------------------------------------------------------------------- Nottingham Park Athletic Field Drainage Improvements ($14,000 from Water Fund) Description: Drainage improvements corrected the low level of the southwestern portion of the athletic field. Budget: 2014 $70,000 ------------------------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 12 Nottingham Park – Athletic Field Replacement Description: The replacement of the 15-year old turf is also overdue. Most sand based athletic fields have a life span of 10-15 years under normal wear and tear and with yearly maintenance (aeration, fertilizing, top-dressing and over-seeding). Due to wear and tear from events such as Lacrosse, Soccer, Pond Hockey, Snowball, etc., the turf has been replaced in sections causing thin spots which have an impact on athletic play as well as overall aesthetics. Also, athletic field technology has advanced in the last 15 years to the point that sand based fields are no longer recommended. The new standard is for a sand/soil hybrid which better stands up to use. Budget: 2017 $350,000 ----------------------------------------------------------------------- Avon Road Streetscape Update Description: The landscaping and streetscape was installed in 1998 and is showing signs of wear. Also, some of the landscaping is not compatible with the high traffic environment and needs to be replaced with hardier species. The project will repair and update the streetscape and modify the landscaping plan to include drought tolerant species that are compatible with a high traffic environment. Budget: 2014 $184,000 2015 $300,000 ------------------------------------------------------------------ Avon Road Streetlights Description: The streetlights along Avon Road are depreciated and not energy efficient. The project will repair and update the streetlights. Budget: 2014 $200,000 ------------------------------------------------------------------ Avon Road/Railroad Bridge Façade Update Description: The railroad bridge over Avon Road has a façade that is owned by the Town of Avon. The design and color scheme has not changed since the bridge was constructed in 1994. The project updated the color scheme, repaired damage and added design features to update the aesthetic look. This project is a priority for the 2015 World Cup Ski Championships. Status: The project was completed in 2013. Budget: 2013 $104,295 ------------------------------------------------------------------ Post Boulevard Landscaping Improvements Description: The landscaping and streetscape along Post Boulevard is now maintained by the Town of Avon. The project will upgrade the landscaping along Post Boulevard as in recent past there was a lack of maintenance by Traer Creek. This project is a priority for the 2015 World Cup Ski Championships. Budget: 2014 $368,000 ------------------------------------------------------------------ 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 13 Post Boulevard Electrical Assessment and Street Lights Description: The streetlights along Post Boulevard are showing signs of wear and some do not work. The project includes an electrical assessment and will repair and update the streetlights. Budget: 2014 $78,000 ------------------------------------------------------------------ Roundabout #4 TCW Feature Description: Construct a temporary 2015 AWSC monument for the 2015 World Ski Championships. This will be constructed at Roundabout #4 along Avon Road. Budget: 2014 $60,000 ------------------------------------------------------------------------- Avon Road/I-70 Interchange Pedestrian Improvements Description: The pedestrian experience along Avon Road underneath I-70 is important because it connects the Nottingham Road trail, Swift Gulch Road trail and the Nottingham Road neighborhood with the Town Core. It has poor connectivity, light poles in the way, and winter icing issues. The project will widen the path to the west separating it from traffic, replace the lighting and improve the safety in the area. Budget: 2016 $ 100,000 ---------------------------------------------------------------------- Metcalf Road Retaining Wall Stabilization Description: The sandstone cliff above Metcalf Road just prior to the upper switchback was not stabilized during its original construction. The cliff is made up of loose sandstone that is steadily eroding and causing the lot immediately above to gradually erode toward the existing structure’s foundations. This project will install a retaining wall to prevent further erosion of the steep slope. Status: The condition of the slope does not present an immediate concern. Therefore, the design and construction of the project has been budgeted for 2017. Budget: 2017 $ 100,000 ------------------------------------------------------------------------ Roundabout #4 TCW Art Element Description: This central roundabout requires a distinctive monument to identify the Avon core. A specialized piece will be designed and constructed by not later than June, 2016. Budget: 2016 $250,000 ------------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 14 2014 Pedestrian Mall Improvements in West Town Center: Description: The project scope begins at the roundabout intersection of West Benchmark Road and Avon Road, extending west past the ‘old’ transit stop and thereafter follows the existing pedestrian mall to the Prater Lane Day Care at intersection with Benchmark Road. Lettuce Shed Lane, between the Seasons and Lot 61 is also included in the study area. The project goals are to enhance the overall pedestrian experience of the mall, by improving landscape, paving, site furnishings, signage, and lighting and establish better spatial relationships with surrounding properties including office and residential buildings, restaurants, shops, businesses, civic services and parking lots. The overarching goal is to elevate the setting, image and appeal of Town Center by and establishing a more successful pedestrian connection between Avon Road with the civic area of town to west, which includes Nottingham Park, the Recreation Center, and Library. Budget: 2014 $1,970,000 ------------------------------------------------------------------------- Annual Paving/Road Improvements Description: The Town’s annual street resurfacing and pavement maintenance program generally consists of asphalt overlays, slurry seals and related surface treatments such as curb and gutter, storm drainage repair, ADA Ramp updates and guardrail replacement or adjustment. New to this program is the addition of slurry seals to residential roads and rural roads in the Town. The slurry seals will extend the life of the asphalt by 4 to 5 years and is used in neighboring communities, including Vail and Eagle. The cost-benefit is significant because slurry seals cost 10% of what a road overlay costs resulting in a 2.5 return on investment. The slurry seal extends the life by preventing moisture from entering the road structure and reducing deterioration of the asphalt by ultra-violet radiation. The goal of the program is to start a 5-year slurry seal rotation and 20-year rebuild rotation for the roads. The paving locations are determined annually based on the Asphalt Paving Association rating system. The 2014 COP issue of $3,800,000 provided funding for the first three years of improvements. Budget: 2014 $763,760 2015 $2,081,679 2016 $998,378 2017 $626,143 2018 $500,000 2019 $250,000 ----------------------------------------------------------------------------------- U.S. Hwy. 6 Shoulder Widening Description: Contribution to CDOT to widen the shoulders along Hwy. 6 near Avon. This a partnership with CDOT, Eagle County, Edwards Community Authority, and Edwards Metro District to widen the shoulders to at least 4 feet to improve bicyclist safety. Budget: 2014 $50,000 --------------------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 15 Buck Creek Road bridge approach slabs Description: Replace the existing approach slabs of the lower bridge with a different slab to prevent the excessive heaving. The slab heaving creates a drivability issue and makes snowplowing difficult. Budget: 2016 $95,000 ----------------------------------------------------------------------------------- B/C Blvd. Bike Lanes Description: Design and construct bike lanes along Beaver Creek Boulevard to enhance sustainability and promote a bike-friendly culture in the Town of Avon. The design and construction of the project was budgeted for 2014, but now is included in the 2015 street improvement program. Metcalf Road Bike Climbing Lane – Phase 2 Description: Complete the construction of a bike climb lane along Metcalf Road to enhance sustainability and promote a bike-friendly culture in the Town of Avon. Phase 1 is planned in the 2015 street improvements. The design and construction of the project has been budgeted for 2019. Budget: 2019 $700,000 ----------------------------------------------------------------------------------- Eagle Valley Trails Phase 1 (GOCO Grant Funded) Description: Project included construction of a pedestrian/bike bridge over the Eagle River and trail from Hurd Lane to Avon Road. Budget: 2014 $561,000 ____________________________________ Eagle Valley Trails Phase 2 (ECO Funded) Description: With ECO Trail funding, the regional trail was extended from Avon Road across Beaver Creek. Budget: 2014 $522,000 ____________________________________ Eagle Valley Trails – Avon Road to Stonebridge Description: The final phase of the trail will be completed in 2016. CDOT grant funds will provide $1,350,000 of the project costs. Budget: 2014 $50,000 2016 $2,900,000 _______________________________________ 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 16 Beaver Creek Overlook Trail Improvements Description: This project includes adding 6 stall parking lot across the street from Town owned property to alleviate neighborhood impacts of the trailhead. The project is included with the 2013 Street Improvement program. Budget: 2013 $30,000 ----------------------------------------------------------------------------- West Avon Preserve Trail Improvements Description: This project will provide for six plus miles of new multi-trails in the West Avon Preserve. Expenditures include signage, land acquisition and construction costs. Budget: 2014 $157,600 -------------------------------------------------------------------------- West Avon Preserve Access Improvements Description: This project will provide for several on-street parking spaces. No funding is needed to meet the objectives. -------------------------------------------------------------------------- Nottingham Trail-Buck Creek Trail Connector Description: This spur trail will connect the existing Nottingham Road Bike Path to the Buck Creek Road/Nottingham Road intersection. The scope includes a paved trail from path to Nottingham Road, pedestrian improvements at the intersection, and pedestrian improvements from the intersection to the Buck Creek Trailhead. A portion of this scope was originally proposed as part of the postponed Nottingham Road improvement project. Status: This project is scheduled for implementation in 2017 and is dependent on available funding. Budget: 2017 $50,000 ----------------------------------------------------------------- Buck Creek Trail Improvements Description: Construction of a gravel surface trail on the east side of Buck Creek from Swift Gulch Road north to the existing Buck Creek trailhead. The easement for this project was dedicated to the Town as part of the Buck Creek PUD. Budget: 2018 $150,000 --------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 17 Nottingham Park Lake Liner Replacement Description: Benchmark Lake was constructed in 1978 with a PVC liner that has an expected 15 year life span. The liner has not been replaced since it was originally installed and has deteriorated to the point where it leaks approximately 2 to 3 cfs of water. The liner will be replaced with a more durable liner material and accumulated sediment. Also, several other improvements are planned for the lake including improving the beach area, grading a shallow area for figure skating, replacement of irrigation intake structure, cleaning the sediment pond and replacing several inlet pipes. Status: Construction was completed in 2014. Budget: 2012 $50,000 2013 $1,300,000 2014 $139,500 ----------------------------------------------------------------------------- Pump House Pump Replacement Description: The Nottingham Park Irrigation Pump-house needs several improvements that will help improve efficiency and extend pump life. Currently, the pumps are not the same size. Upsizing the smaller pump to match the primary pump will allow the pumps to alternate on a weekly basis, which will extend the life of both pumps by more evenly matching working hours. The addition of new pump monitors (i.e., low flow alarms, high flow or break alarms, and a flow meter) will help to conserve water by allowing the irrigation system to monitor watering use and adjust flow based on local weather data and type of landscaping. A VFD drive will lessen the impacts of the startup process by slowly bring the systems flow and pressure online based on demand, thus reducing breaks and damage to the system. Budget: 2014 $100,000 2016 $100,000 ----------------------------------------------------------------------------- UHF Radio System and Repeater Description: The Town currently uses Sprint / Nextel push to talk technology to communicate among departments without the need to place a cell phone call when they need to talk to another employee. This technology is changing in the summer of 2013 and our testing to date has not proven to be a satisfactory communication solution for the departments. The affected groups are recreation special events, police department, parks, fleet and public works. The Town owns a private UHF radio band that can be accessed via an antenna being placed within the Town. Each department would need to purchase radios so they would have the necessary number to cover shifts and special events. The Nextel / Sprint push to talk phones that are used only for that function would go away, saving the Town an estimated $8,900 per year in cell phone costs. Once the radios are purchased and the tower and antenna are installed, there are no monthly fees associated with operation of the radio system. Status: This is a budget estimate based on one quote the Town has received to date. A full project RPF will be performed early in 2013 to have this completed before the Nextel / Sprint system is changed over in the summer. Budget: 2013 $32,380 ------------------------------------------------------------------------ 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 18 Enterprise-wide Security Camera System Upgrade Description: Upgrade of the existing security camera system in the Recreation Center, as well as an upgrade to the existing system in the Police Department. This will create one central system that can be used in the Municipal Building, the Recreation Center and the Cabin. Other locations can be added to this system in the future. Many of the cameras in the Recreation Center are not operational and they are all very old technology and poor quality. This would include adding a few more cameras throughout the Municipal Building as well as replacing all existing cameras in the Recreation Center and the Cabin with new Ethernet networked cameras that can be viewed from any Town of Avon network computer. This new system will also provide the Town with video data capture for up to 30 days at a time for historical purposes Status: This will allow the Town to have a centralized security camera system that the Town of Avon Police Department is already trained and familiar with the operation and use of. Budget: 2013 $30,515 ---------------------------------------------------------------------------------- Digital Ticketing Description: Currently all tickets issued by the police department are manually written out by the officer at the time the ticket is issued. The ticket is then manually entered into the Intergraph system that the police department uses for ticket tracking purposes. The ticket is then also manually entered into the Sleuth court system so the ticket can be tracked in the Avon Municipal Court application. An electronic ticketing solution would allow officers to scan the driver’s license and all of that data would be captured electronically to a handheld device. The officer can complete the ticket on the device, print out a hard copy to give to the citizen and they are done. The electronic information can then be downloaded from the hand held device and automatically interfaced to the Integraph and Sleuth Court system which would eliminate all of the duplication of effort that exists today in both systems. Status: This project is scheduled for a 2014 installation Budget: 2014 $60,000 ---------------------------------------------------------------------------------- Paperless Packets Description: Laserfiche system acquired. Budget: 2013 $22,441 City Vision Software Description: City Vision is an affordably priced integrated budgeting, analysis and reporting solution that streamlines and simplifies the overall budgeting process. Budget: 2014 $40,000 -------------------------------------------------------------------------- 2015 CIP, Water Fund & CEF October 06, 2014 Appendix F Section IV, Page 19 Timekeeping Software and Peripheral Devices Description: The timekeeping software assists in monitoring employee time and attendance, control labor costs, help minimize compliance risks and improve workforce productivity through data collection. Budget: 2014 $35,000 -------------------------------------------------------------------------- Feasibility Study – Town Center West Lot B and C Description: Hire a consultant to examine the feasibility of using tax increment financing and other government subsidies to stimulate the development of Lot B and C, Avon Center. Budget: 2013 $3,500 Recreation Center Expansion: Exhibits and Display Description: Provided funding for preparation of information for potential Recreation Center expansion. Budget: 2014 $5,000 Section IV, Page 20 Capital Expenditures by Funding Source 2015 2016 2017 2018 2019 Total FUNDING SOURCES Real Estate Transfer Tax 3,825,312$ 3,318,080$ 3,190,368$ 2,000,000$ 2,000,000$ 14,333,760$ Interest Earnings 3,741 13,408 10,504 16,440 19,736 63,828 Intergovernmental 30,000 1,605,000 - - - 1,635,000 Transfers and Fund Balances 120,000 320,000 120,000 120,000 120,000 800,000 TOTAL 3,979,053$ 5,256,488$ 3,320,872$ 2,136,440$ 2,139,736$ 16,832,588$ CAPITAL COST BY CATEGORY Roads and Streets 2,381,679$ 4,343,378$ 776,143$ 650,000$ 950,000$ 9,101,200$ Facilities and Land Improvements 2,745,000 580,000 625,000 75,000 300,000 4,325,000 Communications and Technology - - - - - - Utilities and Water Fund Projects - 100,000 - - - 100,000 Strategic Planning - - - - - - Capital Leases 121,265 121,265 121,265 121,265 94,986 580,046 Tranfers Out 2,346,822 1,181,552 1,179,125 1,187,970 1,191,826 7,087,294 TOTAL 7,594,766$ 6,326,195$ 2,701,533$ 2,034,235$ 2,536,812$ 21,193,540$ Real Estate Transfer Tax 85.15% Interest Earnings 0.38% Intergovernmental 9.71% Transfers and Fund Balances 4.75% 2015-2019 Funding Sources Roads and Streets 42.94% Facilities and Land Improvements 20.41% Communications and Technology 0.00% Utilities and Water Fund Projects 0.47% Strategic Planning 0.00% Capital Leases 2.74% Tranfers Out 33.44% 2015-2019 Capital Costs by Category TOWN OF AVON Capital Projects Fund #41 Section V, Page A-1 Fund: General Dept: General Government Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 637,837$ 729,551$ 709,394$ 766,636$ 782,490$ Commodities 3,756 5,360 7,800 4,880 4,310 Contract Services 300,004 218,230 214,630 183,304 179,054 Other Operating Costs 78,974 454,211 454,861 83,158 107,703 Capital Outlay 1,528 - - 8,400 2,750 Total 1,022,099$ 1,407,352$ 1,386,685$ 1,046,378$ 1,076,307$ Department Expenditures by Program Mayor and Town Council 194,852$ 578,920$ 574,520$ 233,000$ 211,417$ Boards and Commissions 13,016 15,299 15,299 15,299 15,299 Town Attorney 243,784 155,000 155,000 105,000 105,000 Municipal Court 116,179 98,234 96,234 99,349 103,857 Town Manager 260,448 294,403 269,358 349,041 368,639 Town Clerk 97,903 153,927 157,905 111,612 117,575 Community Relations 95,917 111,569 118,369 133,077 154,520 Total 1,022,099$ 1,407,352$ 1,386,685$ 1,046,378$ 1,076,307$ Authorized Positions Town Manager 1 1 1 1 1 Asst. Town Manager/Dir. Admin. Services 1 1 0 0 0 Town Attorney 1 1 1 1 1 Town Clerk/Court Clerk 1 1 1 1 1 Records Administrator / Deputy Town Clerk 0 0 1 1 1 Executive Assistant to the Town Manager 0 0 1 1 1 Community Relations Officer 0.75 0.75 0.75 0.75 0.75 Total 4.75 4.75 5.75 5.75 5.75 Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY The General Government Department includes the Mayor/Council budget plus the direct appointees of the Council, including the Town Manager, Town Attorney, Municipal Judge, Prosecutor and Planning and Zoning Commission. Duties of the Town Clerk's office are included in the Department, as well as Human Resources expenditures. The Town Manager is the Chief Executive and Administrative Officer for the Town of Avon and oversees all operations and activities of the Town. The expenditures for the Town Manager are accounted for entirely in General Government and not dispersed proportionately among departments and funds. The Assistant Town Manager position also serves as the Finance Director. All expenses for this administrative role is accounted for in the Finance Department. Section V, Page A-2 Fund: General Dept: General Government Budget Summary 2. Continued training and implementation of Laserfiche, the Town's electronic records management system. Estimated Personnel Time:100% Estimated Nonpersonnel Costs:34,616$ Total Activity Cost:233,000$ Performance Metrics:Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:2,000$ Total Activity Cost: $ 15,299 Performance Metrics:Internal SurveyCommunity Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$25,075 Total Activity Cost: $ 99,349 Performance Metrics: Community Survey Estimated Personnel Time:Contract Services Estimated Nonpersonnel Costs:NA Total Activity Cost: $ 105,000 Performance Metrics:Internal Survey Community Survey 2014 MAJOR ACCOMPLISHMENTS 4. Development of Recreational Marijuana Council Report; Recreation Center Expansion Analysis Report for the Acquisition of the Skier Building. 3. Negotiations and finalization of the Traer Creek Settlement and the ERWA Master Water Agreement Amendment. PROGRAM ACTIVITIES AND OPERATIONS 1. Implementation of the 2013-14 Town of Avon Strategic Plan; and development of 2015-16 Strategic Plan, includng construction of two-year operational budgets. Town Council: The Town Council elects the Mayor, and together the elected officials serve as the legislative body for the Town, setting policy and adopting and updating the Municipal Code, as needed. Contributions to outside agencies and economic development investments, which are provided funding to other agencies, are approved by the Town Council. Planning & Zoning Commission: A seven (7) person board, the Commission implements as authorized the land use code regulations and leads long-range planning. Municipal Court: Avon’s Home Rule Charter Section 10.2 establishes the Municipal Court that has “exclusive original jurisdiction of all causes arising under the ordinances of the town as may be conferred by law”. The Town Council appoints the Town Prosecutor and the Municipal Judge, who presides over the Court to hear violations of the Town of Avon Town Attorney: The Town Attorney, appointed by the Town Council and is a contracted positions. The Attorney serves as the legal representative of the Town, advising the Town Section V, Page A-3 Fund: General Dept: General Government Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$13,019 Total Activity Cost: $ 349,041 Performance Metrics:Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$14,364 Total Activity Cost: $ 111,612 Performance Metrics: Estimated Personnel Time:100% Estimated Nonpersonnel Costs:$85,668 Total Activity Cost: $ 133,077 Performance Metrics: Community Survey Internal Survey Internal Survey Town Manager: Appointed by the Council and serving as the Chief Executive and Administrative Officer, the Manager, in addition to general administrative responsibilities, is tasked with enforcing the laws and ordinances of the Town, oversight of all Town personnel, the preparation and implementation of the annual budget, attending Council meetings and participating in discussions with the Council in an advisory capacity, and establishing a system of accounting and auditing for the Town. Town Clerk: The Town Clerk’s office is responsible for maintaining the Town’s official records and the minutes of all meetings, as well as providing notifications to the public per the Town’s Charter. The office is responsible for the administration of municipal elections and for the administration of business and liquor licenses. The Clerk’s office also responds to citizen inquiries concerning Town legislation and public records requests. Community Relations: The Community Relations office plays a primary role in communicating with the Town of Avon residents through the accurate and consistent flow of public information and promotion of special events to the media and the Town’s various constituencies. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61102 Regular Part-time Salaries 0 51,000 51,000 51,706 51,274 61121 PTS Wages 51,000 0 0 0 0 61207 Telephone Allowance 480 480 480 480 480 61302 PTS Pension 1,913 1,912 1,912 1,939 1,923 61401 FICA/Medicare 282 746 746 757 750 61501 Group Health and Life Insu 110,068 118,396 118,396 131,289 118,396 61507 Dental Insurance 10,723 10,724 10,724 11,954 10,724 61509 Worker's Compensation 97 103 103 105 104 61510 Unemployment Insurance 153 153 153 155 154 61000 Personnel Services 174,716 183,515 183,515 198,384 183,806 62801 Employee Recognition Exp 0 1,000 500 500 0 62000 Commodities 0 1,000 500 500 0 63203 Printing and Reproduction 302 300 300 300 300 63303 Photography Services 0 1,500 300 300 1,000 63999 Other Purchased and Cont 1,800 1,800 0 12,500 7,500 63000 Purchased and Contract 2,102 3,600 600 13,100 8,800 64101 Travel and Conference 300 300 300 2,800 2,300 64102 Dues, Licenses and Memb 14,799 14,260 14,260 14,416 14,511 64104 Meeting Expenses 2,096 2,000 1,100 2,000 2,000 64902 Financial Support, Donatio 0 87,350 87,350 0 0 64903 Economic Development C 0 286,895 286,895 0 0 64000 Other Operating Costs 17,195 390,805 389,905 19,216 18,811 66402 Computers and Peripheral 839 0 0 1,800 0 66000 Capital Outlay 839 0 0 1,800 0 60000T Total Expenditures & O 194,852 578,920 574,520 233,000 211,417 Section V, Page A - 4 111 Mayor and Town Council Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61102 Regular Part-time Salaries 0 51,000 51,000 51,706 51,274 61121 PTS Wages 51,000 0 0 0 0 61207 Telephone Allowance 480 480 480 480 480 61302 PTS Pension 1,913 1,912 1,912 1,939 1,923 61401 FICA/Medicare 282 746 746 757 750 61501 Group Health and Life Insu 110,068 118,396 118,396 131,289 118,396 61507 Dental Insurance 10,723 10,724 10,724 11,954 10,724 61509 Worker's Compensation 97 103 103 105 104 61510 Unemployment Insurance 153 153 153 155 154 61000 Personnel Services 174,716 183,515 183,515 198,384 183,806 62801 Employee Recognition Exp 0 1,000 500 500 0 62000 Commodities 0 1,000 500 500 0 63203 Printing and Reproduction 302 300 300 300 300 [Entity] Budget Detail Desc.Note Total [111] Miscellaneous Printing and Brochures 300 Total 300 63303 Photography Services 0 1,500 300 300 1,000 [Entity] Budget Detail Desc.Note Total [111] Town Council Photos 300 Total 300 63999 Other Purchased and Cont 1,800 1,800 0 12,500 7,500 [Entity] Budget Detail Desc.Note Total [111] Council Leadership Training 10,000 [111] Community Picnic - Summer 2015 2,500 Total 12,500 63000 Purchased and Contract 2,102 3,600 600 13,100 8,800 64101 Travel and Conference 300 300 300 2,800 2,300 [Entity] Budget Detail Desc.Note Total [111] CML New Council & Misc.Training 2,100 [111] CML Policy Committee 400 [111] CAST Meetings 300 Total 2,800 64102 Dues, Licenses and Memb 14,799 14,260 14,260 14,416 14,511 [Entity] Budget Detail Desc.Note Total [111] I-70 Coalition 3,491 [111] CAST 2,310 [111] CML 8,615 Section V, Page A - 5 111 Mayor and Town Council Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total Total 14,416 64104 Meeting Expenses 2,096 2,000 1,100 2,000 2,000 [Entity] Budget Detail Desc.Note Total [111] Town Council Retreats 2,000 Total 2,000 64902 Financial Support, Donatio 0 87,350 87,350 0 0 64903 Economic Development C 0 286,895 286,895 0 0 64000 Other Operating Costs 17,195 390,805 389,905 19,216 18,811 66402 Computers and Peripheral 839 0 0 1,800 0 [Entity] Budget Detail Desc.Note Total [111] Laptop Replacement - Council Chambers 1,800 Total 1,800 66000 Capital Outlay 839 0 0 1,800 0 60000T Total Expenditures & O 194,852 578,920 574,520 233,000 211,417 Section V, Page A - 6 111 Mayor and Town Council Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61121 PTS Wages 10,500 12,600 12,600 12,600 12,600 61302 PTS Pension 394 473 473 473 473 61401 FICA/Medicare 158 183 183 183 183 61509 Worker's Compensation 5 6 6 6 6 61510 Unemployment Insurance 32 38 38 38 38 61000 Personnel Services 11,089 13,299 13,299 13,299 13,299 64104 Meeting Expenses 1,928 2,000 2,000 2,000 2,000 64000 Other Operating Costs 1,928 2,000 2,000 2,000 2,000 60000T Total Expenditures & O 13,016 15,299 15,299 15,299 15,299 Section V, Page A - 7 112 Boards and Commissions Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61121 PTS Wages 10,500 12,600 12,600 12,600 12,600 61302 PTS Pension 394 473 473 473 473 61401 FICA/Medicare 158 183 183 183 183 61509 Worker's Compensation 5 6 6 6 6 61510 Unemployment Insurance 32 38 38 38 38 61000 Personnel Services 11,089 13,299 13,299 13,299 13,299 64104 Meeting Expenses 1,928 2,000 2,000 2,000 2,000 [Entity] Budget Detail Desc.Note Total [112] PZC Meels Based on 24 Meetings 2,000 Total 2,000 64000 Other Operating Costs 1,928 2,000 2,000 2,000 2,000 60000T Total Expenditures & O 13,016 15,299 15,299 15,299 15,299 Section V, Page A - 8 112 Boards and Commissions Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63101 Legal Services 243,784 155,000 155,000 105,000 105,000 63000 Purchased and Contract 243,784 155,000 155,000 105,000 105,000 60000T Total Expenditures & O 243,784 155,000 155,000 105,000 105,000 Section V, Page A - 9 113 Town Attorney Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63101 Legal Services 243,784 155,000 155,000 105,000 105,000 [Entity] Budget Detail Desc.Note Total [113] Town Attorney General Legal Services 100,000 [113] Other Legal Services 5,000 Total 105,000 63000 Purchased and Contract 243,784 155,000 155,000 105,000 105,000 60000T Total Expenditures & O 243,784 155,000 155,000 105,000 105,000 Section V, Page A - 10 113 Town Attorney Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 50,427 72,054 72,882 68,144 71,987 61106 Paid out Leave 0 22,080 22,091 653 703 61121 PTS Wages 1,819 0 0 0 0 61122 PTS Bonuses 110 0 0 0 0 61151 Overtime Wages 18 0 0 500 500 61201 Automobile Allowance 1,440 727 727 0 0 61301 FT Pension 5,502 10,355 10,447 7,568 7,996 61302 PTS Pension 69 0 0 0 0 61304 Employee Assistance Prog 10 27 27 30 30 61401 FICA/Medicare 756 1,375 1,388 1,005 1,061 61501 Group Health and Life Insu 8,695 15,327 15,330 16,971 17,877 61505 Long-term Disability Insura 199 491 499 569 594 61507 Dental Insurance 733 1,340 1,340 1,463 1,547 61509 Worker's Compensation 101 146 148 138 146 61510 Unemployment Insurance 157 285 287 208 220 61000 Personnel Services 70,037 124,207 125,165 97,248 102,661 62801 Employee Recognition Exp 0 20 40 40 40 62905 Books and Periodicals 2,208 3,000 6,000 3,000 3,000 62999 Office Supplies and Materi 794 500 500 500 500 62000 Commodities 3,002 3,520 6,540 3,540 3,540 63304 Computer Services and Su 480 480 480 480 480 63504 R&M - Office Equipment a 93 100 100 100 100 63603 Rentals - Office Equipment 0 1,680 1,680 2,874 2,874 63999 Other Purchased and Cont 17,202 17,520 17,520 1,000 1,000 63000 Purchased and Contract 17,774 19,780 19,780 4,454 4,454 64101 Travel and Conference 669 1,000 1,000 1,500 1,500 64102 Dues, Licenses and Memb 170 170 170 170 170 64301 Postage and Delivery 111 100 100 100 100 64302 Recording Fees 483 150 150 200 150 64305 Election and Registration 2,440 2,500 2,500 0 2,500 64901 Advertising and Legal Noti 2,528 2,500 2,500 2,500 2,500 64000 Other Operating Costs 6,401 6,420 6,420 4,470 6,920 66402 Computers and Peripheral 689 0 0 1,900 0 66000 Capital Outlay 689 0 0 1,900 0 60000T Total Expenditures & O 97,903 153,927 157,905 111,612 117,575 Section V, Page A - 11 115 Town Clerk Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 50,427 72,054 72,882 68,144 71,987 61106 Paid out Leave 0 22,080 22,091 653 703 61121 PTS Wages 1,819 0 0 0 0 61122 PTS Bonuses 110 0 0 0 0 61151 Overtime Wages 18 0 0 500 500 61201 Automobile Allowance 1,440 727 727 0 0 61301 FT Pension 5,502 10,355 10,447 7,568 7,996 61302 PTS Pension 69 0 0 0 0 61304 Employee Assistance Prog 10 27 27 30 30 61401 FICA/Medicare 756 1,375 1,388 1,005 1,061 61501 Group Health and Life Insu 8,695 15,327 15,330 16,971 17,877 61505 Long-term Disability Insura 199 491 499 569 594 61507 Dental Insurance 733 1,340 1,340 1,463 1,547 61509 Worker's Compensation 101 146 148 138 146 61510 Unemployment Insurance 157 285 287 208 220 61000 Personnel Services 70,037 124,207 125,165 97,248 102,661 62801 Employee Recognition Exp 0 20 40 40 40 [Entity] Budget Detail Desc.Note Total [115] $20 x 2 40 Total 40 62905 Books and Periodicals 2,208 3,000 6,000 3,000 3,000 [Entity] Budget Detail Desc.Note Total [115] Codification of Ordinances and Records Retention Codification 3,000 Total 3,000 62999 Office Supplies and Materi 794 500 500 500 500 [Entity] Budget Detail Desc.Note Total [115] Office Supplies 500 Total 500 62000 Commodities 3,002 3,520 6,540 3,540 3,540 63304 Computer Services and Su 480 480 480 480 480 [Entity] Budget Detail Desc.Note Total [115] Municipal Code Hosting on Website 480 Total 480 63504 R&M - Office Equipment a 93 100 100 100 100 [Entity] Budget Detail Desc.Note Total [115] Printer Repairs and Maintenance 100 Total 100 Section V, Page A - 12 115 Town Clerk Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63603 Rentals - Office Equipment 0 1,680 1,680 2,874 2,874 [Entity] Budget Detail Desc.Note Total [115] Copier Lease ($239.52 x 12)2,874 Total 2,874 63999 Other Purchased and Cont 17,202 17,520 17,520 1,000 1,000 [Entity] Budget Detail Desc.Note Total [115] Temp Services 1,000 Total 1,000 63000 Purchased and Contract 17,774 19,780 19,780 4,454 4,454 64101 Travel and Conference 669 1,000 1,000 1,500 1,500 [Entity] Budget Detail Desc.Note Total [115] CML Clerks Institute - Clerk 2x; Deputy Clerk 1x Workshops 1,500 Total 1,500 64102 Dues, Licenses and Memb 170 170 170 170 170 [Entity] Budget Detail Desc.Note Total [115] IIMC and CO Municipal Clerks Assn Dues 170 Total 170 64301 Postage and Delivery 111 100 100 100 100 [Entity] Budget Detail Desc.Note Total [115] Fed Ex and UPS Charges 100 Total 100 64302 Recording Fees 483 150 150 200 150 [Entity] Budget Detail Desc.Note Total [115] County Recording Fees 200 Total 200 64305 Election and Registration 2,440 2,500 2,500 0 2,500 64901 Advertising and Legal Noti 2,528 2,500 2,500 2,500 2,500 [Entity] Budget Detail Desc.Note Total [115] Public Notices 2,500 Total 2,500 64000 Other Operating Costs 6,401 6,420 6,420 4,470 6,920 66402 Computers and Peripheral 689 0 0 1,900 0 Section V, Page A - 13 115 Town Clerk Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [115] 2 Desktop Replacements @ $950 ea.Town/Court Clerk & Deputy Town Clerk 1,900 Total 1,900 66000 Capital Outlay 689 0 0 1,900 0 60000T Total Expenditures & O 97,903 153,927 157,905 111,612 117,575 Section V, Page A - 14 115 Town Clerk Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 47,930 32,993 32,993 32,624 35,256 61102 Regular Part-time Salaries 0 22,256 22,256 23,703 25,170 61106 Paid out Leave 0 289 289 538 576 61121 PTS Wages 21,000 0 0 0 0 61151 Overtime Wages 111 0 0 0 0 61201 Automobile Allowance 360 0 0 0 0 61301 FT Pension 5,239 3,661 3,661 3,648 3,942 61302 PTS Pension 788 835 835 0 0 61304 Employee Assistance Prog 19 14 14 36 36 61401 FICA/Medicare 988 805 805 825 885 61501 Group Health and Life Insu 17,171 11,604 11,604 11,132 11,736 61505 Long-term Disability Insura 380 287 287 464 479 61507 Dental Insurance 1,463 1,067 1,067 1,019 1,077 61509 Worker's Compensation 129 112 112 114 122 61510 Unemployment Insurance 207 167 167 171 183 61000 Personnel Services 95,784 74,089 74,089 74,274 79,462 62801 Employee Recognition Exp 0 20 20 0 20 62999 Office Supplies and Materi 642 500 400 500 500 62000 Commodities 642 520 420 500 520 63101 Legal Services 15,070 18,000 16,500 18,000 18,000 63199 Other Professional Service 0 500 100 500 500 63202 Juror and Witness Fees 0 250 250 250 500 63203 Printing and Reproduction 0 500 500 500 500 63304 Computer Services and Su 1,327 700 700 700 700 63999 Other Purchased and Cont 3,226 3,100 3,100 3,100 3,100 63000 Purchased and Contract 19,623 23,050 21,150 23,050 23,300 64101 Travel and Conference 110 500 500 500 500 64102 Dues, Licenses and Memb 20 75 75 75 75 64000 Other Operating Costs 130 575 575 575 575 66402 Computers and Peripheral 0 0 0 950 0 66000 Capital Outlay 0 0 0 950 0 60000T Total Expenditures & O 116,179 98,234 96,234 99,349 103,857 Section V, Page A - 15 121 Municipal Court Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 47,930 32,993 32,993 32,624 35,256 61102 Regular Part-time Salaries 0 22,256 22,256 23,703 25,170 61106 Paid out Leave 0 289 289 538 576 61121 PTS Wages 21,000 0 0 0 0 61151 Overtime Wages 111 0 0 0 0 61201 Automobile Allowance 360 0 0 0 0 61301 FT Pension 5,239 3,661 3,661 3,648 3,942 61302 PTS Pension 788 835 835 0 0 61304 Employee Assistance Prog 19 14 14 36 36 61401 FICA/Medicare 988 805 805 825 885 61501 Group Health and Life Insu 17,171 11,604 11,604 11,132 11,736 61505 Long-term Disability Insura 380 287 287 464 479 61507 Dental Insurance 1,463 1,067 1,067 1,019 1,077 61509 Worker's Compensation 129 112 112 114 122 61510 Unemployment Insurance 207 167 167 171 183 61000 Personnel Services 95,784 74,089 74,089 74,274 79,462 62801 Employee Recognition Exp 0 20 20 0 20 [Entity] Budget Detail Desc.Note Total [121] $20 X 1 Employee 0 Total 0 62999 Office Supplies and Materi 642 500 400 500 500 [Entity] Budget Detail Desc.Note Total [121] Supplies Specific to Court 500 Total 500 62000 Commodities 642 520 420 500 520 63101 Legal Services 15,070 18,000 16,500 18,000 18,000 [Entity] Budget Detail Desc.Note Total [121] Municipal Court Legal Sevices - 18,000 Total 18,000 63199 Other Professional Service 0 500 100 500 500 [Entity] Budget Detail Desc.Note Total [121] Indigent Attorney Fees 500 Total 500 63202 Juror and Witness Fees 0 250 250 250 500 [Entity] Budget Detail Desc.Note Total [121] Jury Trial Requests 250 Total 250 Section V, Page A - 16 121 Municipal Court Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63203 Printing and Reproduction 0 500 500 500 500 [Entity] Budget Detail Desc.Note Total [121] Court Forms 500 Total 500 63304 Computer Services and Su 1,327 700 700 700 700 [Entity] Budget Detail Desc.Note Total [121] Sleuth Maintenance 700 Total 700 63999 Other Purchased and Cont 3,226 3,100 3,100 3,100 3,100 [Entity] Budget Detail Desc.Note Total [121] Translation 13 days X $200/day + $500 Archives, Miscellaneous Services 3,100 Total 3,100 63000 Purchased and Contract 19,623 23,050 21,150 23,050 23,300 64101 Travel and Conference 110 500 500 500 500 [Entity] Budget Detail Desc.Note Total [121] CAMCA 500 Total 500 64102 Dues, Licenses and Memb 20 75 75 75 75 [Entity] Budget Detail Desc.Note Total [121] Colorado Assn of Municipal Court Clerks 75 Total 75 64000 Other Operating Costs 130 575 575 575 575 66402 Computers and Peripheral 0 0 0 950 0 [Entity] Budget Detail Desc.Note Total [121] Desktop Replacement - Front Window 950 Total 950 66000 Capital Outlay 0 0 0 950 0 60000T Total Expenditures & O 116,179 98,234 96,234 99,349 103,857 Section V, Page A - 17 121 Municipal Court Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 180,750 192,022 181,835 243,549 255,742 61106 Paid out Leave 4,212 2,121 2,124 2,333 2,473 61201 Automobile Allowance 15,000 12,000 12,000 12,166 12,065 61204 Moving Expenses 0 12,000 6,093 0 0 61301 FT Pension 20,346 21,356 20,236 27,047 28,404 61304 Employee Assistance Prog 30 42 38 55 54 61401 FICA/Medicare 2,240 2,989 2,841 3,742 3,919 61501 Group Health and Life Insu 24,930 33,077 29,761 39,233 41,334 61505 Long-term Disability Insura 662 854 773 1,101 1,109 61507 Dental Insurance 2,091 2,984 2,679 3,356 3,550 61509 Worker's Compensation 3,982 2,429 2,409 2,665 2,780 61510 Unemployment Insurance 838 618 588 774 811 61000 Personnel Services 255,081 282,492 261,377 336,022 352,240 62801 Employee Recognition Exp 0 0 20 20 0 62999 Office Supplies and Materi 62 100 100 200 150 62000 Commodities 62 100 120 220 150 63999 Other Purchased and Cont 781 2,500 1,500 1,000 1,500 63000 Purchased and Contract 781 2,500 1,500 1,000 1,500 64101 Travel and Conference 1,065 3,000 2,100 2,850 4,200 64102 Dues, Licenses and Memb 1,144 1,000 0 1,200 1,000 64104 Meeting Expenses 501 3,000 2,000 2,000 2,500 64206 Cellular and Paging 1,352 2,000 2,000 699 699 64301 Postage and Delivery 0 100 50 100 100 64402 Equipment Replacement C 462 211 211 0 0 64902 Financial Support, Donatio 0 0 0 3,000 3,500 64000 Other Operating Costs 4,523 9,311 6,361 9,849 11,999 66402 Computers and Peripheral 0 0 0 1,950 2,750 66000 Capital Outlay 0 0 0 1,950 2,750 60000T Total Expenditures & O 260,448 294,403 269,358 349,041 368,639 Section V, Page A - 18 131 Town Manager Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 180,750 192,022 181,835 243,549 255,742 61106 Paid out Leave 4,212 2,121 2,124 2,333 2,473 61201 Automobile Allowance 15,000 12,000 12,000 12,166 12,065 61204 Moving Expenses 0 12,000 6,093 0 0 61301 FT Pension 20,346 21,356 20,236 27,047 28,404 61304 Employee Assistance Prog 30 42 38 55 54 61401 FICA/Medicare 2,240 2,989 2,841 3,742 3,919 61501 Group Health and Life Insu 24,930 33,077 29,761 39,233 41,334 61505 Long-term Disability Insura 662 854 773 1,101 1,109 61507 Dental Insurance 2,091 2,984 2,679 3,356 3,550 61509 Worker's Compensation 3,982 2,429 2,409 2,665 2,780 61510 Unemployment Insurance 838 618 588 774 811 61000 Personnel Services 255,081 282,492 261,377 336,022 352,240 62801 Employee Recognition Exp 0 0 20 20 0 62999 Office Supplies and Materi 62 100 100 200 150 [Entity] Budget Detail Desc.Note Total [131] Pens & General Supplies 100 [131] Desk Lamp 100 Total 200 62000 Commodities 62 100 120 220 150 63999 Other Purchased and Cont 781 2,500 1,500 1,000 1,500 [Entity] Budget Detail Desc.Note Total [131] Professional Services 1,000 Total 1,000 63000 Purchased and Contract 781 2,500 1,500 1,000 1,500 64101 Travel and Conference 1,065 3,000 2,100 2,850 4,200 [Entity] Budget Detail Desc.Note Total [131] CAST 1,150 [131] CML Annual Conf. - Vail Two (2) Conference Fees & 900 [131] ICMA Annual Conference 800 Total 2,850 64102 Dues, Licenses and Memb 1,144 1,000 0 1,200 1,000 [Entity] Budget Detail Desc.Note Total [131] ICMA 1,200 Total 1,200 Section V, Page A - 19 131 Town Manager Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64104 Meeting Expenses 501 3,000 2,000 2,000 2,500 [Entity] Budget Detail Desc.Note Total [131] City Business Expenses 2,000 Total 2,000 64206 Cellular and Paging 1,352 2,000 2,000 699 699 [Entity] Budget Detail Desc.Note Total [131] $58.28 x 12 months 699 Total 699 64301 Postage and Delivery 0 100 50 100 100 [Entity] Budget Detail Desc.Note Total [131] Overnight Service 100 Total 100 64402 Equipment Replacement C 462 211 211 0 0 64902 Financial Support, Donatio 0 0 0 3,000 3,500 [Entity] Budget Detail Desc.Note Total [131] Contingency Fund 3,000 Total 3,000 64000 Other Operating Costs 4,523 9,311 6,361 9,849 11,999 66402 Computers and Peripheral 0 0 0 1,950 2,750 [Entity] Budget Detail Desc.Note Total [131] Tablets (2) & Keyboards (2)1,000 [131] Desktop Replacement - Executive Asst to Town Manager 950 Total 1,950 66000 Capital Outlay 0 0 0 1,950 2,750 60000T Total Expenditures & O 260,448 294,403 269,358 349,041 368,639 Section V, Page A - 20 131 Town Manager Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 3,383 3,383 0 0 61106 Paid out Leave 0 2,864 2,864 0 0 61121 PTS Wages 28,795 41,168 41,168 44,850 48,269 61122 PTS Bonuses 658 709 709 0 0 61201 Automobile Allowance 0 97 97 0 0 61301 FT Pension 0 687 687 0 0 61302 PTS Pension 1,089 1,544 1,544 1,682 1,810 61304 Employee Assistance Prog 0 1 1 0 0 61401 FICA/Medicare 444 699 699 650 700 61501 Group Health and Life Insu 0 504 504 0 0 61505 Long-term Disability Insura 0 12 12 0 0 61507 Dental Insurance 0 46 46 0 0 61509 Worker's Compensation 56 90 90 92 98 61510 Unemployment Insurance 89 145 145 135 145 61000 Personnel Services 31,130 51,949 51,949 47,409 51,022 62801 Employee Recognition Exp 0 20 20 20 0 62999 Office Supplies and Materi 50 200 200 100 100 62000 Commodities 50 220 220 120 100 63203 Printing and Reproduction 2,512 2,300 600 200 1,000 63999 Other Purchased and Cont 13,428 12,000 16,000 36,500 35,000 63000 Purchased and Contract 15,940 14,300 16,600 36,700 36,000 64101 Travel and Conference 0 400 300 200 500 64206 Cellular and Paging 376 400 400 198 198 64301 Postage and Delivery 1,955 1,300 300 50 100 64901 Advertising and Legal Noti 0 0 0 8,000 8,000 64904 Operating Fees, Assessm 46,467 43,000 48,600 38,600 58,600 64000 Other Operating Costs 48,797 45,100 49,600 47,048 67,398 66402 Computers and Peripheral 0 0 0 1,800 0 66000 Capital Outlay 0 0 0 1,800 0 60000T Total Expenditures & O 95,917 111,569 118,369 133,077 154,520 Section V, Page A - 21 133 Community Relations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 3,383 3,383 0 0 61106 Paid out Leave 0 2,864 2,864 0 0 61121 PTS Wages 28,795 41,168 41,168 44,850 48,269 [Entity] Budget Detail Desc.Note Total [133] $34.50/hr x 25 hrs x 52 weeks 44,850 Total 44,850 61122 PTS Bonuses 658 709 709 0 0 61201 Automobile Allowance 0 97 97 0 0 61301 FT Pension 0 687 687 0 0 61302 PTS Pension 1,089 1,544 1,544 1,682 1,810 61304 Employee Assistance Prog 0 1 1 0 0 61401 FICA/Medicare 444 699 699 650 700 61501 Group Health and Life Insu 0 504 504 0 0 61505 Long-term Disability Insura 0 12 12 0 0 61507 Dental Insurance 0 46 46 0 0 61509 Worker's Compensation 56 90 90 92 98 61510 Unemployment Insurance 89 145 145 135 145 61000 Personnel Services 31,130 51,949 51,949 47,409 51,022 62801 Employee Recognition Exp 0 20 20 20 0 [Entity] Budget Detail Desc.Note Total [133] $20 x 1 employee 20 Total 20 62999 Office Supplies and Materi 50 200 200 100 100 [Entity] Budget Detail Desc.Note Total [133] General Office Supplies 100 Total 100 62000 Commodities 50 220 220 120 100 63203 Printing and Reproduction 2,512 2,300 600 200 1,000 [Entity] Budget Detail Desc.Note Total [133] Printing Costs 200 Total 200 63999 Other Purchased and Cont 13,428 12,000 16,000 36,500 35,000 [Entity] Budget Detail Desc.Note Total [133] Website Hosting Fee 13,500 [133] Maintenance & Upgrades 5,000 [133] Community Survey 18,000 Total 36,500 Section V, Page A - 22 133 Community Relations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63000 Purchased and Contract 15,940 14,300 16,600 36,700 36,000 64101 Travel and Conference 0 400 300 200 500 [Entity] Budget Detail Desc.Note Total [133] Travel & Conference 200 Total 200 64206 Cellular and Paging 376 400 400 198 198 [Entity] Budget Detail Desc.Note Total [133] $16.50 x 12 months 198 Total 198 64301 Postage and Delivery 1,955 1,300 300 50 100 [Entity] Budget Detail Desc.Note Total [133] Postage & Delivery Costs 50 Total 50 64901 Advertising and Legal Noti 0 0 0 8,000 8,000 [Entity] Budget Detail Desc.Note Total [133] 26 Week Vail Daily Ad 8,000 Total 8,000 64904 Operating Fees, Assessm 46,467 43,000 48,600 38,600 58,600 [Entity] Budget Detail Desc.Note Total [133] Channel 5 - 2% Franchise Fee Collections 38,600 Total 38,600 64000 Other Operating Costs 48,797 45,100 49,600 47,048 67,398 66402 Computers and Peripheral 0 0 0 1,800 0 [Entity] Budget Detail Desc.Note Total [133] Laptop & Docking Station - Community Relations Officer 1,800 Total 1,800 66000 Capital Outlay 0 0 0 1,800 0 60000T Total Expenditures & O 95,917 111,569 118,369 133,077 154,520 Section V, Page A - 23 133 Community Relations Town of Avon Line Item Detail Section V, Page B-1 Fund: General Dept: Finance and Administration Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 991,313$ 952,394$ 952,394$ 1,095,203$ 1,152,595$ Commodities 88,980 102,339 107,419 70,157 76,175 Contract Services 145,270 236,515 236,515 224,684 235,968 Other Operating Costs 346,290 288,036 302,063 321,492 332,181 Capital Outlay - 20,188 20,188 19,000 8,000 Total 1,571,853$ 1,599,472$ 1,618,579$ 1,730,536$ 1,804,919$ Department Expenditures by Program Finance 665,504$ 741,373$ 741,373$ 771,070$ 797,886$ Information Technology 296,878 337,295 337,295 371,273 382,301 Human Resources 274,043 229,806 234,886 220,896 248,223 Nondepartmental 335,428 290,998 305,025 367,295 376,508 Total 1,571,853$ 1,599,472$ 1,618,579$ 1,730,534$ 1,804,918$ Authorized Positions Finance Director 1 1 1 1 1 Finance Manager 1 1 1 1 1 Budget Analyst 1 1 1 1 1 Payroll Specialist 1 1 1 1 1 Accounting Assistant II 2 2 2 2 2 Human Resources Generalist 1 1 1 1 1 Human Resources Assistant 1 1 1 1 1 Building Attendant 1 1 1 1 1 IT Administrator 1 1 1 1 1 Help Desk Technician 1 1 1 1 1 Total 11 11 11 11 11 DEPARTMENT FINANCIAL SUMMARY Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT The Department of Finance and Administration is responsible for all financial activities of the Town and maintaining its fiscal integrity. The Department is also responsible for the Town's information technology systems, human resources, and risk management. The Finance Department is administered by the Finance Director who spends approximately 35% of the time in finance administration, accounting and auditing, and another 40% in budgeting and long-range planning activities. The remainder of the time is split between debt administration, treasury management, and benefits administration. The finance division is managed on a day-to-day basis by the Finance Manager. The Information Technology division is managed by the Town's Information Technology Manager. Human Resources is managed by the Personnel Specialist. Section V, Page B-2 1. Implemented MUNIRevs online sales tax filing and payment system. 2. Completed major Sungard FinancePlus and CommunityPlus version upgrade. 3. Implemented Barracuda e-mail archiver system a new recordkeeper. 5. Implemented PowerPlan - a new budget preparation software system. 6. Implemented a new payroll step program and 360 evaluations. 7. Completed the Risk Management Alliance Program for Workers Compensation. 8. Completed two major bond financings. Estimated Personnel Time:67% Estimated Nonpersonnel Costs:89,877$ Total Activity Cost:516,617$ Performance Metric(s):Internal Survey Auditor's Comments Estimated Personnel Time:23% Estimated Nonpersonnel Costs:30,853$ Total Activity Cost:177,346$ Performance Metric(s):Internal Survey Budget vs. Actual Deviations Estimated Personnel Time:6% Estimated Nonpersonnel Costs:8,049$ Total Activity Cost:46,264$ Performance Metric(s):None Estimated Personnel Time:4% Estimated Nonpersonnel Costs:5,366$ Total Activity Cost:30,843$ Performance Metric(s):Internal Survey 2014 MAJOR ACCOMPLISHMENTS PROGRAM ACTIVITIES AND OPERATIONS- FINANCE AND ADMINISTRATION 4. Managed major changes to the Town's retirement plans, including hiring an Investment Advisor, and transitioning to Accounting and Financial Reporting: Includes accounts payable and payroll processing and general accounting; revenue collection, compliance, licensing and administration; procurement compliance and fixed asset inventory; internal control structure and asset safekeeping; and preparation of the Town's comprehensive annual financial report. Budgeting and Long-range Planning: Includes establishing budgetary policies, coordination of the budget process and preparation of the annual budget document. Also includes the capital improvement program and preparing the 5-year capital improvement long-range plan, various other financial modeling, and gathering and reporting on economic and financial statistical information and analysis. Debt Administration and Treasury Management: Debt administration includes capital planning and analysis, debt issuance, meeting on-going disclosure and bond covenant requirements, maintaining credit ratings and investing bond proceeds. Treasury management includes establishing and reviewing cash controls, monitoring cash collection and disbursement procedures, forecasting, maintaining banking relations, cash management services, establishing investment policies and portfolio management. Benefits Administration: Includes financial analysis of self-insurance pools and renewals, reconciliation of departmental claims to premium invoices, reserve accounting and human resources support. Other responsibilities include retirement plan administration and support. Finance Director and Finance Manager serve on the retirement boards. Section V, Page B-3 Estimated Personnel Time:100% Estimated Nonpersonnel Costs:33,140$ Total Activity Cost:220,896$ Performance Metric(s):Internal Survey Estimated Personnel Time:45% Estimated Nonpersonnel Costs:78,470$ Total Activity Cost:167,073$ Performance Metric(s):System Availability Estimated Personnel Time:50% Estimated Nonpersonnel Costs:87,189$ Total Activity Cost:185,637$ Performance Metric(s):Problem Resolution Performance; Internal Survey Estimated Personnel Time:5% Estimated Nonpersonnel Costs:8,719$ Total Activity Cost:18,564$ Performance Metric(s):Long-range IT Plan Network Administration: Includes maintaining the Town's computer network systems, telephone systems, servers, security, routine maintenance & upgrades of hardware and software, documentation & disaster recovery. Customer Service: Provides support and service to all Town computer and telephone users. Log calls, resolve issues, track requests for equipment, software and training. Technology Planning: Continuously evaluate new technologies that can assist the Town in being more efficient. Human Resources: Human Resources oversee organizational and employee related programs for the Town, including recruiting, hiring, retention, compensation and benefits administration, compliance with federal & state regulations, and risk management. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 173,861 129,303 129,303 135,764 144,882 61106 Paid out Leave 0 5,495 5,495 1,295 1,393 61121 PTS Wages 1,819 0 0 0 0 61122 PTS Bonuses 330 0 0 0 0 61151 Overtime Wages 18 0 0 0 0 61201 Automobile Allowance 1,800 145 145 0 0 61301 FT Pension 18,957 14,828 14,828 15,077 16,090 61302 PTS Pension 85 0 0 0 0 61304 Employee Assistance Prog 56 49 49 49 48 61401 FICA/Medicare 2,479 1,957 1,957 1,987 2,121 61501 Group Health and Life Insu 33,278 27,474 27,474 29,569 31,145 61505 Long-term Disability Insura 1,113 969 969 989 994 61507 Dental Insurance 2,807 2,169 2,169 2,340 2,478 61509 Worker's Compensation 331 262 262 275 294 61510 Unemployment Insurance 528 405 405 411 439 61000 Personnel Services 237,462 183,056 183,056 187,756 199,883 62801 Employee Recognition Exp 8,600 8,040 13,120 9,540 10,640 62905 Books and Periodicals 0 1,000 1,000 250 700 62999 Office Supplies and Materi 1,249 700 700 700 800 62000 Commodities 9,849 9,740 14,820 10,490 12,140 63101 Legal Services 3,974 4,000 4,000 2,500 4,000 63203 Printing and Reproduction 0 300 300 100 300 63205 Police Checks 1,578 2,750 2,750 2,500 3,300 63504 R&M - Office Equipment a 75 100 100 100 100 63999 Other Purchased and Cont 3,088 13,000 13,000 5,500 13,500 63000 Purchased and Contract 8,715 20,150 20,150 10,700 21,200 64101 Travel and Conference 1,731 2,000 2,000 1,950 2,000 64102 Dues, Licenses and Memb 5,459 5,500 5,500 5,400 5,400 64104 Meeting Expenses 825 1,500 1,500 1,500 1,500 64206 Cellular and Paging 861 660 660 0 0 64301 Postage and Delivery 60 100 100 100 100 64901 Advertising and Legal Noti 5,162 6,000 6,000 3,000 6,000 64906 Insurance Deductibles 3,917 0 0 0 0 64000 Other Operating Costs 18,016 15,760 15,760 11,950 15,000 66402 Computers and Peripheral 0 1,100 1,100 0 0 66000 Capital Outlay 0 1,100 1,100 0 0 60000T Total Expenditures & O 274,042 229,806 234,886 220,896 248,223 Section V, Page B - 4 132 Human Resources Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 173,861 129,303 129,303 135,764 144,882 61106 Paid out Leave 0 5,495 5,495 1,295 1,393 61121 PTS Wages 1,819 0 0 0 0 61122 PTS Bonuses 330 0 0 0 0 61151 Overtime Wages 18 0 0 0 0 61201 Automobile Allowance 1,800 145 145 0 0 61301 FT Pension 18,957 14,828 14,828 15,077 16,090 61302 PTS Pension 85 0 0 0 0 61304 Employee Assistance Prog 56 49 49 49 48 61401 FICA/Medicare 2,479 1,957 1,957 1,987 2,121 61501 Group Health and Life Insu 33,278 27,474 27,474 29,569 31,145 61505 Long-term Disability Insura 1,113 969 969 989 994 61507 Dental Insurance 2,807 2,169 2,169 2,340 2,478 61509 Worker's Compensation 331 262 262 275 294 61510 Unemployment Insurance 528 405 405 411 439 61000 Personnel Services 237,462 183,056 183,056 187,756 199,883 62801 Employee Recognition Exp 8,600 8,040 13,120 9,540 10,640 [Entity] Budget Detail Desc.Note Total [132] Summer Picnic 2,500 [132] Years of Service Awards 500 [132] Awards of Excellence 600 [132] Fall Social 3,800 [132] Retirement Recognition 2,100 [132] Gift Cards - 2 40 Total 9,540 62905 Books and Periodicals 0 1,000 1,000 250 700 [Entity] Budget Detail Desc.Note Total [132] Safety Publications & Training Materials 250 Total 250 62999 Office Supplies and Materi 1,249 700 700 700 800 [Entity] Budget Detail Desc.Note Total [132] Office Supplies 700 Total 700 62000 Commodities 9,849 9,740 14,820 10,490 12,140 63101 Legal Services 3,974 4,000 4,000 2,500 4,000 [Entity] Budget Detail Desc.Note Total [132] Legal Counsel Contingencyfor HR Matters 2,500 Total 2,500 Section V, Page B - 5 132 Human Resources Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63203 Printing and Reproduction 0 300 300 100 300 [Entity] Budget Detail Desc.Note Total [132] Handbooks, Policies, Benefit Materials 100 Total 100 63205 Police Checks 1,578 2,750 2,750 2,500 3,300 [Entity] Budget Detail Desc.Note Total [132] New Hire Background Checks 2,500 Total 2,500 63504 R&M - Office Equipment a 75 100 100 100 100 [Entity] Budget Detail Desc.Note Total [132] Printer Repair & Maintenance 100 Total 100 63999 Other Purchased and Cont 3,088 13,000 13,000 5,500 13,500 [Entity] Budget Detail Desc.Note Total [132] Wellness Program 3,000 [132] Pre-Employment Drug Screening 2,000 [132] Record Destruction 500 Total 5,500 63000 Purchased and Contract 8,715 20,150 20,150 10,700 21,200 64101 Travel and Conference 1,731 2,000 2,000 1,950 2,000 [Entity] Budget Detail Desc.Note Total [132] COSHRM Conference - Breckenridge 1,500 [132] HR Training - Denver 2 employees 450 Total 1,950 64102 Dues, Licenses and Memb 5,459 5,500 5,500 5,400 5,400 [Entity] Budget Detail Desc.Note Total [132] SHRM Annual Dues 200 [132] High Country HR Dues & Meetings 200 [132] Mountain States Employer's Council Dues 5,000 Total 5,400 64104 Meeting Expenses 825 1,500 1,500 1,500 1,500 [Entity] Budget Detail Desc.Note Total [132] Town Wide Training 1,500 [132] Safety Meetings 0 Total 1,500 Section V, Page B - 6 132 Human Resources Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64206 Cellular and Paging 861 660 660 0 0 64301 Postage and Delivery 60 100 100 100 100 [Entity] Budget Detail Desc.Note Total [132] UPS/Fed Ex Delivery Charges 100 Total 100 64901 Advertising and Legal Noti 5,162 6,000 6,000 3,000 6,000 [Entity] Budget Detail Desc.Note Total [132] Classification Advertising for Job Announcements 3,000 Total 3,000 64906 Insurance Deductibles 3,917 0 0 0 0 64000 Other Operating Costs 18,016 15,760 15,760 11,950 15,000 66402 Computers and Peripheral 0 1,100 1,100 0 0 66000 Capital Outlay 0 1,100 1,100 0 0 60000T Total Expenditures & O 274,042 229,806 234,886 220,896 248,223 Section V, Page B - 7 132 Human Resources Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 438,971 449,073 449,073 486,417 505,907 61106 Paid out Leave 3,525 4,330 4,330 4,630 4,822 61151 Overtime Wages 1,870 3,000 3,000 1,500 1,500 61201 Automobile Allowance 3,600 3,600 3,600 3,650 3,619 61301 FT Pension 48,106 49,874 49,874 54,015 56,180 61304 Employee Assistance Prog 144 144 144 146 145 61401 FICA/Medicare 4,987 6,670 6,670 7,195 7,480 61501 Group Health and Life Insu 65,444 62,117 62,117 68,653 72,240 61505 Long-term Disability Insura 2,910 2,923 2,923 2,961 2,982 61507 Dental Insurance 5,521 4,743 4,743 5,283 5,598 61509 Worker's Compensation 833 910 910 985 1,025 61510 Unemployment Insurance 1,333 1,380 1,380 1,489 1,548 61000 Personnel Services 577,244 588,765 588,765 636,925 663,045 62801 Employee Recognition Exp 0 120 120 120 120 62903 Data Processing Supplies 2,074 2,000 2,000 2,000 2,000 62904 Software 507 14,401 14,401 1,500 1,500 62905 Books and Periodicals 2,127 2,200 2,200 2,200 2,200 62999 Office Supplies and Materi 1,211 2,850 2,850 2,850 2,850 62000 Commodities 5,919 21,571 21,571 8,670 8,670 63102 Audit and Accounting Servi 24,893 32,004 32,004 33,000 34,000 63199 Other Professional Service 0 5,500 5,500 5,600 5,500 63203 Printing and Reproduction 1,353 4,550 4,550 4,550 4,550 63304 Computer Services and Su 45,013 65,672 65,672 58,351 59,122 63504 R&M - Office Equipment a 0 700 700 700 700 63000 Purchased and Contract 71,259 108,426 108,426 102,201 103,872 64101 Travel and Conference 6,327 7,000 7,000 10,790 10,790 64102 Dues, Licenses and Memb 1,329 1,495 1,495 1,495 1,495 64103 Mileage Reimbursement 272 0 0 0 0 64104 Meeting Expenses 453 750 750 750 750 64206 Cellular and Paging 872 660 660 739 739 64301 Postage and Delivery 125 250 250 125 250 64307 Bank Service Charges and 0 6,100 6,100 6,700 6,700 64399 Other Administrative Fees 1,324 1,450 1,450 1,450 1,450 64402 Equipment Replacement C 382 381 381 0 0 64901 Advertising and Legal Noti 0 125 125 125 125 64000 Other Operating Costs 11,083 18,211 18,211 22,174 22,299 66402 Computers and Peripheral 0 4,400 4,400 1,100 0 66000 Capital Outlay 0 4,400 4,400 1,100 0 60000T Total Expenditures & O 665,504 741,373 741,373 771,070 797,886 Section V, Page B - 8 141 Finance Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 438,971 449,073 449,073 486,417 505,907 61106 Paid out Leave 3,525 4,330 4,330 4,630 4,822 61151 Overtime Wages 1,870 3,000 3,000 1,500 1,500 [Entity] Budget Detail Desc.Note Total [141] Staff OT 1,500 Total 1,500 61201 Automobile Allowance 3,600 3,600 3,600 3,650 3,619 61301 FT Pension 48,106 49,874 49,874 54,015 56,180 61304 Employee Assistance Prog 144 144 144 146 145 61401 FICA/Medicare 4,987 6,670 6,670 7,195 7,480 61501 Group Health and Life Insu 65,444 62,117 62,117 68,653 72,240 61505 Long-term Disability Insura 2,910 2,923 2,923 2,961 2,982 61507 Dental Insurance 5,521 4,743 4,743 5,283 5,598 61509 Worker's Compensation 833 910 910 985 1,025 61510 Unemployment Insurance 1,333 1,380 1,380 1,489 1,548 61000 Personnel Services 577,244 588,765 588,765 636,925 663,045 62801 Employee Recognition Exp 0 120 120 120 120 [Entity] Budget Detail Desc.Note Total [141] Gift Cards 120 Total 120 62903 Data Processing Supplies 2,074 2,000 2,000 2,000 2,000 [Entity] Budget Detail Desc.Note Total [141] Toner Cartridges 1,750 [141] Miscellaneous Data Processing Supplies 250 Total 2,000 62904 Software 507 14,401 14,401 1,500 1,500 [Entity] Budget Detail Desc.Note Total [141] Financial Software & PC Computer Upgrades 1,500 Total 1,500 62905 Books and Periodicals 2,127 2,200 2,200 2,200 2,200 [Entity] Budget Detail Desc.Note Total [141] GASB Pronouncements Subscription 275 [141] GASB Codification 70 [141] Governmental Newsletter Update 195 [141] Govt Illustrations & Trends 240 [141] Single Audit Guide 220 [141] Local Govt Audit Guide 445 [141] US Master Tax Guide 105 [141] GAAFR Newsletter 50 [141] Grant Management Handbook-Online 390 [141] Kiplinger Letter 100 [141] Various Other Publications & Reports 110 Total 2,200 Section V, Page B - 9 141 Finance Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62999 Office Supplies and Materi 1,211 2,850 2,850 2,850 2,850 [Entity] Budget Detail Desc.Note Total [141] Chairs 600 [141] Calculator Replacements 250 [141] Miscellaneous Supplies 2,000 [141] Stand Up Desks 0 Total 2,850 62000 Commodities 5,919 21,571 21,571 8,670 8,670 63102 Audit and Accounting Servi 24,893 32,004 32,004 33,000 34,000 [Entity] Budget Detail Desc.Note Total [141] Single Audit 5,000 [141] Annual Audit 28,000 Total 33,000 63199 Other Professional Service 0 5,500 5,500 5,600 5,500 [Entity] Budget Detail Desc.Note Total [141] Sales Tax Audits 3,500 [141] Financial Modeling & Advisory Services 2,000 [141] APA Certification Fee 100 Total 5,600 63203 Printing and Reproduction 1,353 4,550 4,550 4,550 4,550 [Entity] Budget Detail Desc.Note Total [141] Eagle County RETT Sales Reports 100 [141] W-2's & 1099's 250 [141] CAFR Printing 700 [141] Budget Printing 2,000 [141] AP & Payroll Checks & Envelopes 1,500 Total 4,550 63304 Computer Services and Su 45,013 65,672 65,672 58,351 59,122 [Entity] Budget Detail Desc.Note Total [141] Sungard Software Mtc & Support 25,710 [141] PowerPlan Mtc & Support 4,750 [141] MUNIRevs SAAS 15,276 [141] Kronos SAAS 6,315 [141] Sungard Webex Training 2,800 [141] Sungard Scripts 1,000 [141] Other Computer Services & Support 2,500 Total 58,351 63504 R&M - Office Equipment a 0 700 700 700 700 [Entity] Budget Detail Desc.Note Total [141] Printer Mtc & Repair 700 Total 700 Section V, Page B - 10 141 Finance Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63000 Purchased and Contract 71,259 108,426 108,426 102,201 103,872 64101 Travel and Conference 6,327 7,000 7,000 10,790 10,790 [Entity] Budget Detail Desc.Note Total [141] Training Classes for Staff 1,325 [141] CGFOA State Conference Registrations 1,765 [141] GFOA National Conference (Director)1,750 [141] Freeman Govt Acctng, Reporting & 2,500 [141] Kronos Workforce Training 2,450 [141] Continuing Education for Director (20 hrs @ $50/hr) 1,000 Total 10,790 64102 Dues, Licenses and Memb 1,329 1,495 1,495 1,495 1,495 [Entity] Budget Detail Desc.Note Total [141] Co Chapter APA 60 [141] Sungard Users Group 195 [141] American Institute of CPAs 250 [141] Government FInance Officers Association 470 [141] CO Government Finance Officers Association 180 [141] CO Secretary of State (Finance Authority)100 [141] American Payroll Association 240 Total 1,495 64103 Mileage Reimbursement 272 0 0 0 0 64104 Meeting Expenses 453 750 750 750 750 [Entity] Budget Detail Desc.Note Total [141] CO American Payroll Association Meetings 10 @ $25 250 [141] CO Tax Audit Coalition Meetings 4 @ $45 180 [141] West Slope Coalition Meetings 150 [141] Staff & Organizational Meetings 170 Total 750 64206 Cellular and Paging 872 660 660 739 739 [Entity] Budget Detail Desc.Note Total [141] $61.57 x 12 months 739 Total 739 64301 Postage and Delivery 125 250 250 125 250 [Entity] Budget Detail Desc.Note Total [141] Postage & Delivery Costs 125 Total 125 64307 Bank Service Charges and 0 6,100 6,100 6,700 6,700 [Entity] Budget Detail Desc.Note Total [141] Sales Tax Online Payment Fees 0 [141] Vericheck 5,500 Section V, Page B - 11 141 Finance Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [141] 1st Bank 1,200 Total 6,700 64399 Other Administrative Fees 1,324 1,450 1,450 1,450 1,450 [Entity] Budget Detail Desc.Note Total [141] RETT Recording Fees 1,000 [141] GFOA Certification of Achievement 450 Total 1,450 64402 Equipment Replacement C 382 381 381 0 0 64901 Advertising and Legal Noti 0 125 125 125 125 [Entity] Budget Detail Desc.Note Total [141] Legal Notices, Budget & Other 125 Total 125 64000 Other Operating Costs 11,083 18,211 18,211 22,174 22,299 66402 Computers and Peripheral 0 4,400 4,400 1,100 0 [Entity] Budget Detail Desc.Note Total [141] Destop Replacement - Finance Manager 1,100 Total 1,100 66000 Capital Outlay 0 4,400 4,400 1,100 0 60000T Total Expenditures & O 665,504 741,373 741,373 771,070 797,886 Section V, Page B - 12 141 Finance Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 142,497 142,782 142,782 156,111 168,690 61106 Paid out Leave 1,012 1,433 1,433 1,559 1,629 61151 Overtime Wages 0 1,000 1,000 500 1,000 61301 FT Pension 15,562 15,864 15,864 17,344 18,735 61304 Employee Assistance Prog 48 48 48 49 48 61401 FICA/Medicare 2,042 2,106 2,106 2,293 2,484 61501 Group Health and Life Insu 12,707 14,565 14,565 16,073 16,935 61505 Long-term Disability Insura 981 989 989 994 994 61507 Dental Insurance 1,062 1,062 1,062 1,182 1,254 61509 Worker's Compensation 266 289 289 316 342 61510 Unemployment Insurance 430 436 436 475 514 61000 Personnel Services 176,607 180,573 180,573 196,895 212,624 62801 Employee Recognition Exp 0 40 40 40 40 62903 Data Processing Supplies 3,945 27,000 27,000 2,260 2,500 62904 Software 55,956 30,388 30,388 34,947 37,975 62905 Books and Periodicals 0 750 750 100 500 62999 Office Supplies and Materi 34 350 350 150 350 62000 Commodities 59,935 58,528 58,528 37,497 41,365 63304 Computer Services and Su 28,302 41,233 41,233 67,348 65,311 63504 R&M - Office Equipment a 747 2,750 2,750 2,000 2,750 63000 Purchased and Contract 29,049 43,983 43,983 69,348 68,061 64101 Travel and Conference 4,217 6,300 6,300 5,750 5,750 64102 Dues, Licenses and Memb 0 300 300 300 300 64206 Cellular and Paging 1,689 1,260 1,260 1,367 1,367 64402 Equipment Replacement C 25,381 31,663 31,663 42,216 44,834 64000 Other Operating Costs 31,287 39,523 39,523 49,633 52,251 66402 Computers and Peripheral 0 14,688 14,688 17,900 8,000 66000 Capital Outlay 0 14,688 14,688 17,900 8,000 60000T Total Expenditures & O 296,878 337,295 337,295 371,273 382,301 Section V, Page B - 13 143 Information Systems Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 142,497 142,782 142,782 156,111 168,690 61106 Paid out Leave 1,012 1,433 1,433 1,559 1,629 61151 Overtime Wages 0 1,000 1,000 500 1,000 61301 FT Pension 15,562 15,864 15,864 17,344 18,735 61304 Employee Assistance Prog 48 48 48 49 48 61401 FICA/Medicare 2,042 2,106 2,106 2,293 2,484 61501 Group Health and Life Insu 12,707 14,565 14,565 16,073 16,935 61505 Long-term Disability Insura 981 989 989 994 994 61507 Dental Insurance 1,062 1,062 1,062 1,182 1,254 61509 Worker's Compensation 266 289 289 316 342 61510 Unemployment Insurance 430 436 436 475 514 61000 Personnel Services 176,607 180,573 180,573 196,895 212,624 62801 Employee Recognition Exp 0 40 40 40 40 62903 Data Processing Supplies 3,945 27,000 27,000 2,260 2,500 [Entity] Budget Detail Desc.Note Total [143] Battery Backups 750 [143] Spare Monitors 600 [143] Spare Switches 150 [143] VGA Adapters 260 [143] Misc Parts 500 Total 2,260 62904 Software 55,956 30,388 30,388 34,947 37,975 [Entity] Budget Detail Desc.Note Total [143] Exch Ent CAL (80)1,614 [143] Exch Std CAL (80)1,039 [143] Exch Serv Enterprise (1)2,306 [143] SQL Server Std (5)2,738 [143] ForeFront Device CAL (4)8 [143] Windows Serv Std (2)277 [143] Windows Pro (5)206 [143] Office Pro Plus (5)1,213 [143] Office Std (58)6,669 [143] Windows Serv CAL (82)1,041 [143] SQL Serv CAL (20)798 [143] Office Std (25)New for 2015 Add'l Licenses 4,500 [143] Windows Srv Std (8)8 New in 2014 6,838 [143] Symantec Client (10)Add'l in 2015 1,020 [143] Adobe Upg XI Std (12)Upgr to current ver 1,344 [143] Adobe Ugr XI Pro (9)Upgr to current ver 1,414 [143] Adobe XI Std (4)New Add'l Licenses 943 [143] Miscellaneous Software 500 [143] Laserfiche SSL Cert 2 yr SSL Security Cert 479 Total 34,947 62905 Books and Periodicals 0 750 750 100 500 [Entity] Budget Detail Desc.Note Total [143] Reference & CD Training 100 Total 100 Section V, Page B - 14 143 Information Systems Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62999 Office Supplies and Materi 34 350 350 150 350 62000 Commodities 59,935 58,528 58,528 37,497 41,365 63304 Computer Services and Su 28,302 41,233 41,233 67,348 65,311 [Entity] Budget Detail Desc.Note Total [143] Switch TOA-REC01 FD01708R0YL Mnt 1yr 701 [143] Switch TOA-REC02 Maint 1 year 413 [143] Switch TOA-REC03 CAT0850R0MA Mnt 1yr 814 [143] Switch TOA-BB01 F0C1723W2M6 Mnt 1yr 307 [143] Switch TOA-BB02 F0C1718Y120 Mnt 1yr 307 [143] Switch TOA-BB03 F0C1747S201 Mnt 1yr 382 [143] Switch TOA-FE01 FD01349Y2AA Mnt 1yr 889 [143] Switch TOA-CORE01 F0C1405W1AR Mnt 1yr 1,008 [143] Switch TOA-CORE02 F0C1131Y4JT Mnt 1yr 630 [143] Switch TOA-GIG01 F0C1610W3H8 Mnt 1yr 497 [143] Switch TOA-GIG02 F0C1723W2R7 Mnt 1yr 382 [143] ASA 5510 Firewall JMZ1440L0J4 Mnt 1yr 814 [143] Switch TOA-SRV-SW01 F0C1744W49X Mnt 1yr 100 [143] Switch TOA-SRV-SW02 F0X1744W445 Mnt 1yr 100 [143] WLC & AP's Wireless Mnt 1 yr 352 [143] Server TOA-CTX01 Mnt 1 yr 552 [143] MSA SAN Swift Gulch Mnt 1 yr 1,068 [143] HP SAN Muni Bldg Mnt 1 yr 1,500 [143] TOA-VMHOST01 Mnt 1 yr 687 [143] TOA-VMHOST02 Mnt 1 yr 687 [143] TOA-VMHOST03 Due 2017-3yr in 2014 0 [143] TOA-VMHOST04 Due 2017-3yr in 2014 0 [143] SWright DSL 75 / month 900 [143] WHalstead DSL 40 / month 480 [143] Public Wifi DSL Comcast 135 / month 1,620 [143] TOA Backup DSL Comcast 135 / month 1,620 [143] Symtantec AntiVirus 75 users Mnt 1 yr 3,450 [143] Citrix MetaFrame 1 yr maint 225 [143] SmartDraw 1 yr maint 500 [143] SPS Labor Phones Support Assistance 960 [143] MailMarshal Maint 1 yr maint 975 [143] Barracuda Web Filter 1 yr maint 1,073 [143] Barracuda Backup Server 1 yr maint 4,073 [143] Barracuda Email Archiver 1 yr maint 2,523 [143] PEI Labor w/ Managed Svcs 1 yr 5,000 [143] PEI Managed Services 1 yr 1,444 / month 17,328 [143] Axis Camera Server 1yr Mnt x 2 300 [143] Electronic Recycling 400 [143] RDS Implementation Citrix Replacement 6,331 [143] VMWare Maintenance 1 year 7,400 Total 67,348 63504 R&M - Office Equipment a 747 2,750 2,750 2,000 2,750 [Entity] Budget Detail Desc.Note Total [143] Repairs / Replacements 2,000 Total 2,000 Section V, Page B - 15 143 Information Systems Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63000 Purchased and Contract 29,049 43,983 43,983 69,348 68,061 64101 Travel and Conference 4,217 6,300 6,300 5,750 5,750 [Entity] Budget Detail Desc.Note Total [143] CGAIT Conference 750 [143] Training Classes 2500 * 2 Online 5,000 Total 5,750 64102 Dues, Licenses and Memb 0 300 300 300 300 [Entity] Budget Detail Desc.Note Total [143] CGAIT Dues 300 Total 300 64206 Cellular and Paging 1,689 1,260 1,260 1,367 1,367 [Entity] Budget Detail Desc.Note Total [143] $113.94 x 12 months 1,367 Total 1,367 64402 Equipment Replacement C 25,381 31,663 31,663 42,216 44,834 [Entity] Budget Detail Desc.Note Total [143] Annual Equipment Rental Charges 42,216 Total 42,216 64000 Other Operating Costs 31,287 39,523 39,523 49,633 52,251 66402 Computers and Peripheral 0 14,688 14,688 17,900 8,000 [Entity] Budget Detail Desc.Note Total [143] Barracuda Spam Firewall MailMarshal Replacement 11,000 [143] Server Rack UPS Replacement UPS 4,700 [143] Desktop Replacements - 2 @ $1,100 ea.IT Administrator & Help Desk Technician 2,200 Total 17,900 66000 Capital Outlay 0 14,688 14,688 17,900 8,000 60000T Total Expenditures & O 296,878 337,295 337,295 371,273 382,301 Section V, Page B - 16 143 Information Systems Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 0 0 48,448 50,623 61106 Paid out Leave 0 0 0 465 475 61301 FT Pension 0 0 0 5,380 5,621 61304 Employee Assistance Prog 0 0 0 24 24 61401 FICA/Medicare 0 0 0 709 741 61501 Group Health and Life Insu 0 0 0 14,706 15,479 61505 Long-term Disability Insura 0 0 0 439 454 61507 Dental Insurance 0 0 0 1,170 1,239 61509 Worker's Compensation 0 0 0 2,137 2,233 61510 Unemployment Insurance 0 0 0 147 153 61000 Personnel Services 0 0 0 73,625 77,042 62401 Gasoline 1,320 1,500 1,500 1,500 2,000 62802 Food and Beverages 6,389 6,000 6,000 6,000 6,000 62999 Office Supplies and Materi 5,568 5,000 5,000 6,000 6,000 62000 Commodities 13,277 12,500 12,500 13,500 14,000 63203 Printing and Reproduction 1,209 1,000 1,000 600 1,000 63504 R&M - Office Equipment a 7,380 12,100 12,100 12,500 12,500 63603 Rentals - Office Equipment 12,556 12,556 12,556 10,371 10,371 63999 Other Purchased and Cont 15,103 38,300 38,300 18,964 18,964 63000 Purchased and Contract 36,248 63,956 63,956 42,435 42,835 64104 Meeting Expenses 1,579 0 0 0 0 64201 Telephone & Long-distanc 21,438 38,532 38,532 38,982 38,982 64301 Postage and Delivery 4,481 6,000 6,000 4,000 6,000 64303 Treasurer Fees 32,357 29,515 29,515 31,971 34,596 64307 Bank Service Charges and 86 250 250 150 150 64309 VAA RSF Collection Fees 0 0 13,000 13,000 13,000 64401 Fleet Maintenance Charge 214 1,500 2,527 2,733 3,004 64402 Equipment Replacement C 13,753 13,510 13,510 17,635 17,635 64403 Washbay Charges 667 1,488 1,488 2,496 2,496 64905 Insurance Premiums 120,367 123,747 123,747 126,768 126,768 64996 Bad Debt Expense 90,961 0 0 0 0 64000 Other Operating Costs 285,904 214,542 228,569 237,735 242,631 60000T Total Expenditures & O 335,428 290,998 305,025 367,295 376,508 Section V, Page B - 17 149 Nondepartmental Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 0 0 48,448 50,623 61106 Paid out Leave 0 0 0 465 475 61301 FT Pension 0 0 0 5,380 5,621 61304 Employee Assistance Prog 0 0 0 24 24 61401 FICA/Medicare 0 0 0 709 741 61501 Group Health and Life Insu 0 0 0 14,706 15,479 61505 Long-term Disability Insura 0 0 0 439 454 61507 Dental Insurance 0 0 0 1,170 1,239 61509 Worker's Compensation 0 0 0 2,137 2,233 61510 Unemployment Insurance 0 0 0 147 153 61000 Personnel Services 0 0 0 73,625 77,042 62401 Gasoline 1,320 1,500 1,500 1,500 2,000 [Entity] Budget Detail Desc.Note Total [149] Fuel Charges for Motor Pool Vehicles 1,500 Total 1,500 62802 Food and Beverages 6,389 6,000 6,000 6,000 6,000 [Entity] Budget Detail Desc.Note Total [149] Town Meetings Food and Supplies 6,000 Total 6,000 62999 Office Supplies and Materi 5,568 5,000 5,000 6,000 6,000 [Entity] Budget Detail Desc.Note Total [149] Town Wide Office Supplies 1,000 [149] Xerox Paper, Office Supply Inventory 5,000 Total 6,000 62000 Commodities 13,277 12,500 12,500 13,500 14,000 63203 Printing and Reproduction 1,209 1,000 1,000 600 1,000 [Entity] Budget Detail Desc.Note Total [149] Town Stationary and Envelopes 600 Total 600 63504 R&M - Office Equipment a 7,380 12,100 12,100 12,500 12,500 [Entity] Budget Detail Desc.Note Total [149] Avaya IP Office Maintenance 7,500 [149] Xerox Copier/Print Charges 5,000 Total 12,500 Section V, Page B - 18 149 Nondepartmental Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63603 Rentals - Office Equipment 12,556 12,556 12,556 10,371 10,371 [Entity] Budget Detail Desc.Note Total [149] Copier Lease ($864.27 x 12)10,371 Total 10,371 63999 Other Purchased and Cont 15,103 38,300 38,300 18,964 18,964 [Entity] Budget Detail Desc.Note Total [149] Laserfiche Annual Basic Services Support 8,700 [149] Laserfiche Public Portal Maint Support 1,600 [149] Employee Bus Passes 4,000 [149] 1st Aid Supplies 750 [149] Water Cooler Service 150 [149] FSA Fees ($72 x 12 months)864 [149] Flu Shots, Beneifts Fair Health 2,400 [149] Flowers, Picture Framing, Misc 500 Total 18,964 63000 Purchased and Contract 36,248 63,956 63,956 42,435 42,835 64104 Meeting Expenses 1,579 0 0 0 0 64201 Telephone & Long-distanc 21,438 38,532 38,532 38,982 38,982 [Entity] Budget Detail Desc.Note Total [149] Fireworks Line 9709490345819 546 [149] TOA Main Fax 9709499139879 1,116 [149] T-1 To Swift Gulch 9709493497508 3,600 [149] NewCloud Networks PRI, LD & E911 7,620 [149] CenturyLink MetroE Swift Gulch & Internet 26,100 Total 38,982 64301 Postage and Delivery 4,481 6,000 6,000 4,000 6,000 [Entity] Budget Detail Desc.Note Total [149] General Admin Postage and Delivery 4,000 Total 4,000 64303 Treasurer Fees 32,357 29,515 29,515 31,971 34,596 [Entity] Budget Detail Desc.Note Total [149] 2% Eagle County Treasurer Collection Fee 31,971 Total 31,971 64307 Bank Service Charges and 86 250 250 150 150 [Entity] Budget Detail Desc.Note Total [149] Various Fees 150 Total 150 Section V, Page B - 19 149 Nondepartmental Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64309 VAA RSF Collection Fees 0 0 13,000 13,000 13,000 [Entity] Budget Detail Desc.Note Total [149] VAA RSF Collection Fees 13,000 Total 13,000 64401 Fleet Maintenance Charge 214 1,500 2,527 2,733 3,004 [Entity] Budget Detail Desc.Note Total [149] Annual Fleet Maintenance Charges 2,733 Total 2,733 64402 Equipment Replacement C 13,753 13,510 13,510 17,635 17,635 [Entity] Budget Detail Desc.Note Total [149] Annual Equipment Rental Charges 17,635 Total 17,635 64403 Washbay Charges 667 1,488 1,488 2,496 2,496 [Entity] Budget Detail Desc.Note Total [149] Annual Washbay Charges - 4 vehicles 2,496 Total 2,496 64905 Insurance Premiums 120,367 123,747 123,747 126,768 126,768 [Entity] Budget Detail Desc.Note Total [149] CIRSA: Property and Casualty (71%)119,153 [149] Fiduciary Liability 2,600 [149] Excess Crime 255 [149] Boiler and Machinery 4,167 [149] Treasurer's Bond - Scott 400 [149] Volunteer Accident Medical Plan 193 Total 126,768 64996 Bad Debt Expense 90,961 0 0 0 0 64000 Other Operating Costs 285,904 214,542 228,569 237,735 242,631 60000T Total Expenditures & O 335,428 290,998 305,025 367,295 376,508 Section V, Page B - 20 149 Nondepartmental Town of Avon Line Item Detail Section V, Page C-1 Fund: General Dept: Community Development Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 336,321$ 384,506$ 384,506$ 569,698$ 596,753$ Commodities 4,932 7,879 9,579 14,500 13,735 Contract Services 17,514 55,253 54,353 164,817 209,680 Other Operating Costs 176,814 21,810 23,123 264,770 316,166 Capital Outlay 902 15,000 16,225 4,950 6,950 Total 536,483$ 484,448$ 487,786$ 1,018,735$ 1,143,284$ Department Expenditures by Program Administration 38,518$ -$ -$ -$ -$ Planning/GIS 213,097 245,491 247,491 246,570 259,235 Building 117,543 127,352 129,165 136,402 144,767 Economic Development 167,325 111,605 111,130 170,035 268,679 Town Produced Events - - - 262,878 270,603 Signature Event Seed Funding - - - 5,000 - Community Grants - - - 197,850 200,000 Total 536,483$ 484,448$ 487,786$ 1,018,735$ 1,143,284$ Authorized Positions Planning Manager 0 0 1 1 1 Senior Planner 1 1 0 0 0 Building Official 1 1 1 1 1 Planner II 1 1 1 1 1 Director of Economic Initiatives 0 1 1 1 1 Special Events Supervisor 1 1 1 1 1 Seasonal Events Assistant 0 0 0 0.33 0.33 Total 4 5 5 5.33 5.33 Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY The Community Development Department takes the lead role in ensuring the Town’s built environment maintains and advances a livable community, one which meets the needs of the residents, businesses, and visitors. The Planning Division manages all current and long-range community planning functions. The Building Official provides permit and inspection services for residential and commercial development. The Director of Economic Initiatives takes the lead role in implementing the Town's Economic Development program. The Community Development Department is administered by the Planning Manager, who spends approximately 60% of the position’s time in managing applications, Council agenda items, Planning and Zoning Commission agendas, and special project work. The remainder of the Planning Manager’s time is spent with hands-on project review and special planning work. The Director of Economic Initiatives is supervised by the Town Manager. Section V, Page C-2 Fund: General Dept: Community Development Budget Summary 1. Developed and implemented Avon Municipal Code Updates. 2. Established Economic Development Office. 3. Facilitated Brand Platform and new Town Logo creation. 4. Assisted with West Avon Preserve Trail development, signage and parking. 5. Held key leadership role in development of a comprehensive report on recreational marijuana. 6. Administered new special events: WWG, Flavors of Colorado, Bravo!Vail and Man of the Cliff. Estimated Personnel Time:30% Estimated Nonpersonnel Costs:61,695$ Total Activity Cost:40,921$ Performance Metric(s): Estimated Personnel Time:34% Estimated Nonpersonnel Costs:69,921$ Total Activity Cost: $ 83,834 Performance Metric(s): Estimated Personnel Time:34% Estimated Nonpersonnel Costs:69,921$ Total Activity Cost: $ 83,834 Performance Metric(s):Community Survey; Completion of Plan(s) Estimated Personnel Time:2% Estimated Nonpersonnel Costs:4,113$ Total Activity Cost: $ 4,931 Performance Metric(s): Cost effectiveness of IGA versus in-house employee 2014 MAJOR ACCOMPLISHMENTS Community Survey Community Survey PROGRAM ACTIVITIES AND OPERATIONS - PLANNING Administration: Review all new applications and contractor registration applications at the front counter, including assisting the general public with inquiries. Fiance administration for permitting and planning applications, including escrow accounts. This includes administration of the department by the Planning Manager. Current Planning / Land Use Applications: Review and process applications for land use under the rules and procedures of the Avon Municipal Code. Includes public process with PZC/Council. Long-Term Planning: The Community Development Department is responsible for the development of long range planning for the Town of Avon. In the 2015-16 Strategic Plan, the development of a Multi-Modal, Parking and Transportation Plan is scheduled. Policy work with the PZC (and Council) witll include evaluationg and implementing Master Plan work for District Plans (i.e. East Avon). GIS Mapping / Informational Serivces: Create and manage all mapping functions and associated data management for the Town. Supports special projects with geographical information as well as cartagraphy useful in land use decisions and Comprehensive Planning. Section V, Page C-3 Fund: General Dept: Community Development Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:11,498$ Total Activity Cost:136,402$ Performance Metric(s): Estimated Personnel Time:100% Estimated Nonpersonnel Costs:60,835$ Total Activity Cost:170,035$ Performance Metric(s): Estimated Personnel Time:100% Estimated Nonpersonnel Costs:138,386$ Total Activity Cost:262,878$ Performance Metric(s): Estimated Personnel Time:0% Estimated Nonpersonnel Costs:5,000$ Total Activity Cost:5,000$ Performance Metric(s): Estimated Personnel Time:0% Estimated Nonpersonnel Costs:197,850$ Total Activity Cost:197,850$ Performance Metric(s): Signature Event Seed Funding: The General Fund Special Event Reserve holds monies which are approved by Town Council for the seeding of signature special events in Avon. Monies approved by Council are accounted for in this account. Community Grants: This account includes all grant monies the Council approves for use by outside agencies. Economic development, art and cultural programs, regional environmental projects, sporting events and health and human service needs, Community Survey PROGRAM ACTIVITIES AND OPERATIONS - BUILDING PERMITS AND INSPECTIONS Community Survey; Sales, lodging and real estate tax growth Community Survey; Sales, lodging and real estate tax growth Community Survey; Sales, lodging and real estate tax growth Special Event Adminstration & Production: Responsible for the special event administration and production of all special events in the Town of Avon, including Town produced events, such as Salute to the USA and outside producer festivals. The budget included admission fee expeditures, full cost accounting for Salute to the USA. The Special Event Supervisor oversees on seasonal employee and the Town's volunteeers. PROGRAM ACTIVITIES AND OPERATIONS - ECONOMIC DEVELOPMENT Community Survey; Sales, lodging and real estate tax growth Economic Development: Implements the Town's Economic Development iniatives including Special Event development, Creative District initiative and development, retail and accommodation business assistance and regional representation. Funding for Destimetrics data collection is included in this budget. Building Inspection: The Building Division provides all construction relatedservices in the Town. The division is responsible for the enforcement of the building, plumbing, and mechanical codes, and Title 15 of the Avon Municipal Code. On a day to day basis this division reviews and processes permit applications, performs inspections, and coordinates with other agencies that perform specialized inspections such as Eagle County Health, NWCCOG, and State Electrical Inspectors. Code enforcement matters are handled on an as-needed, or complaint driven basis. In 2015 the Building Division will implement the 2015 International Building Code. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 15,667 0 0 0 0 61151 Overtime Wages 74 0 0 0 0 61301 FT Pension 1,679 0 0 0 0 61304 Employee Assistance Prog 7 0 0 0 0 61401 FICA/Medicare 218 0 0 0 0 61501 Group Health and Life Insu 6,430 0 0 0 0 61505 Long-term Disability Insura 144 0 0 0 0 61507 Dental Insurance 549 0 0 0 0 61509 Worker's Compensation 29 0 0 0 0 61510 Unemployment Insurance 47 0 0 0 0 61000 Personnel Services 24,844 0 0 0 0 62999 Office Supplies and Materi 483 0 0 0 0 62000 Commodities 483 0 0 0 0 63304 Computer Services and Su 5,060 0 0 0 0 63504 R&M - Office Equipment a 1,322 0 0 0 0 63603 Rentals - Office Equipment 5,318 0 0 0 0 63000 Purchased and Contract 11,700 0 0 0 0 64104 Meeting Expenses 265 0 0 0 0 64301 Postage and Delivery 160 0 0 0 0 64402 Equipment Replacement C 234 0 0 0 0 64901 Advertising and Legal Noti 832 0 0 0 0 64000 Other Operating Costs 1,491 0 0 0 0 60000T Total Expenditures & O 38,518 0 0 0 0 Section V, Page C -4 211 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 151,375 133,589 133,589 159,039 166,094 61106 Paid out Leave 4,140 1,418 1,418 1,516 1,574 61301 FT Pension 16,882 14,851 14,851 17,661 18,443 61304 Employee Assistance Prog 56 43 43 49 48 61401 FICA/Medicare 2,222 1,958 1,958 2,328 2,431 61501 Group Health and Life Insu 19,316 23,311 23,311 22,874 24,080 61505 Long-term Disability Insura 1,155 900 900 994 994 61507 Dental Insurance 1,611 1,998 1,998 1,761 1,866 61509 Worker's Compensation 1,819 3,869 3,869 4,399 4,597 61510 Unemployment Insurance 467 405 405 482 503 61000 Personnel Services 199,044 182,344 182,344 211,102 220,630 62801 Employee Recognition Exp 0 40 40 40 40 62904 Software 3,906 3,349 3,349 3,000 3,000 62905 Books and Periodicals 73 250 250 150 250 62999 Office Supplies and Materi 0 2,500 2,500 900 1,150 62000 Commodities 3,979 6,139 6,139 4,090 4,440 63101 Legal Services 4,752 0 0 0 0 63199 Other Professional Service 863 10,000 10,000 7,200 5,000 63203 Printing and Reproduction 0 500 500 200 250 63304 Computer Services and Su 0 17,735 17,735 5,369 5,530 63504 R&M - Office Equipment a 0 1,500 1,500 2,500 2,500 63603 Rentals - Office Equipment 0 5,318 5,318 5,318 5,318 63000 Purchased and Contract 5,615 35,053 35,053 20,587 18,598 64101 Travel and Conference 1,245 2,500 2,500 3,000 2,500 64102 Dues, Licenses and Memb 692 650 650 1,020 1,020 64104 Meeting Expenses 0 500 500 200 500 64301 Postage and Delivery 0 250 250 150 250 64402 Equipment Replacement C 1,621 1,855 1,855 1,621 847 64901 Advertising and Legal Noti 0 1,200 3,200 2,600 3,500 64000 Other Operating Costs 3,558 6,955 8,955 8,591 8,617 66402 Computers and Peripheral 902 0 0 2,200 950 66404 Furniture and Fixtures 0 15,000 15,000 0 6,000 66000 Capital Outlay 902 15,000 15,000 2,200 6,950 60000T Total Expenditures & O 213,097 245,491 247,491 246,570 259,235 Section V, Page C -5 212 Planning Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 151,375 133,589 133,589 159,039 166,094 61106 Paid out Leave 4,140 1,418 1,418 1,516 1,574 61301 FT Pension 16,882 14,851 14,851 17,661 18,443 61304 Employee Assistance Prog 56 43 43 49 48 61401 FICA/Medicare 2,222 1,958 1,958 2,328 2,431 61501 Group Health and Life Insu 19,316 23,311 23,311 22,874 24,080 61505 Long-term Disability Insura 1,155 900 900 994 994 61507 Dental Insurance 1,611 1,998 1,998 1,761 1,866 61509 Worker's Compensation 1,819 3,869 3,869 4,399 4,597 61510 Unemployment Insurance 467 405 405 482 503 61000 Personnel Services 199,044 182,344 182,344 211,102 220,630 62801 Employee Recognition Exp 0 40 40 40 40 62904 Software 3,906 3,349 3,349 3,000 3,000 [Entity] Budget Detail Desc.Note Total [212] GIS Software 0 [212] Arc GIS Desktop Maint 1,500 [212] Arc Pad Maint 250 [212] Arc GIS Server Maint & Support 1,250 Total 3,000 62905 Books and Periodicals 73 250 250 150 250 [Entity] Budget Detail Desc.Note Total [212] Transportation Planning Documents 150 Total 150 62999 Office Supplies and Materi 0 2,500 2,500 900 1,150 [Entity] Budget Detail Desc.Note Total [212] XEROX large format cartriges 650 [212] Various Office Supplies 250 Total 900 62000 Commodities 3,979 6,139 6,139 4,090 4,440 63101 Legal Services 4,752 0 0 0 0 63199 Other Professional Service 863 10,000 10,000 7,200 5,000 [Entity] Budget Detail Desc.Note Total [212] County GIS (approx 120 hrs)7,200 Total 7,200 63203 Printing and Reproduction 0 500 500 200 250 [Entity] Budget Detail Desc.Note Total [212] Printing/Repro for Long Range Planning Meetings 200 Total 200 Section V, Page C -6 212 Planning Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63304 Computer Services and Su 0 17,735 17,735 5,369 5,530 [Entity] Budget Detail Desc.Note Total [212] Sungard Permitting Software 5,369 Total 5,369 63504 R&M - Office Equipment a 0 1,500 1,500 2,500 2,500 [Entity] Budget Detail Desc.Note Total [212] Xerox Front Printer Charges 2,500 Total 2,500 63603 Rentals - Office Equipment 0 5,318 5,318 5,318 5,318 [Entity] Budget Detail Desc.Note Total [212] Copier Lease ($443.16 x 12)5,318 Total 5,318 63000 Purchased and Contract 5,615 35,053 35,053 20,587 18,598 64101 Travel and Conference 1,245 2,500 2,500 3,000 2,500 [Entity] Budget Detail Desc.Note Total [212] APA Colorado 2 Planners 800 [212] RMLUI 2 Planners 1,200 [212] DCI 1 Planner 500 [212] Ski Town Research 2 Planners 500 Total 3,000 64102 Dues, Licenses and Memb 692 650 650 1,020 1,020 [Entity] Budget Detail Desc.Note Total [212] APA & AICP for Planning Manager 470 [212] APA for Planner II 250 [212] DCI for Planning and Econ Dev 300 Total 1,020 64104 Meeting Expenses 0 500 500 200 500 [Entity] Budget Detail Desc.Note Total [212] Special Long Range Planning Meeting Supplies 200 Total 200 64301 Postage and Delivery 0 250 250 150 250 [Entity] Budget Detail Desc.Note Total [212] Postage & Delivery 150 Total 150 Section V, Page C -7 212 Planning Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64402 Equipment Replacement C 1,621 1,855 1,855 1,621 847 [Entity] Budget Detail Desc.Note Total [212] Annual Equipment Rental Charges 1,621 Total 1,621 64901 Advertising and Legal Noti 0 1,200 3,200 2,600 3,500 [Entity] Budget Detail Desc.Note Total [212] Vail Daily Advertisements & Public Notice Mailings 2,600 Total 2,600 64000 Other Operating Costs 3,558 6,955 8,955 8,591 8,617 66402 Computers and Peripheral 902 0 0 2,200 950 [Entity] Budget Detail Desc.Note Total [212] Desktop Replacement - 2 @ $1100 ea.Planning Mgr & Planner II 2,200 Total 2,200 66404 Furniture and Fixtures 0 15,000 15,000 0 6,000 [Entity] Budget Detail Desc.Note Total [212] Office Furniture Building Official 0 [212] Office Furniture Planning Manager 0 Total 0 66000 Capital Outlay 902 15,000 15,000 2,200 6,950 60000T Total Expenditures & O 213,097 245,491 247,491 246,570 259,235 Section V, Page C -8 212 Planning Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 84,710 86,114 86,114 93,861 100,810 61106 Paid out Leave 1,627 840 840 915 989 61301 FT Pension 9,385 9,565 9,565 10,425 11,198 61304 Employee Assistance Prog 24 24 24 24 24 61401 FICA/Medicare 1,246 1,261 1,261 1,374 1,476 61501 Group Health and Life Insu 12,471 13,456 13,456 14,888 15,686 61505 Long-term Disability Insura 497 497 497 497 497 61507 Dental Insurance 1,050 1,050 1,050 1,170 1,239 61509 Worker's Compensation 1,165 1,345 1,345 1,466 1,574 61510 Unemployment Insurance 259 261 261 284 305 61000 Personnel Services 112,433 114,412 114,412 124,904 133,798 62401 Gasoline 469 650 650 500 650 62801 Employee Recognition Exp 0 20 20 20 20 62807 Consumable Tools/Small 0 50 50 50 50 62905 Books and Periodicals 0 300 2,000 150 150 62000 Commodities 469 1,020 2,720 720 870 63199 Other Professional Service 200 4,000 4,000 2,500 2,500 63000 Purchased and Contract 200 4,000 4,000 2,500 2,500 64101 Travel and Conference 110 1,500 1,500 1,500 1,500 64102 Dues, Licenses and Memb 125 250 250 125 125 64206 Cellular and Paging 443 360 360 198 198 64401 Fleet Maintenance Charge 192 2,414 2,527 2,733 3,004 64402 Equipment Replacement C 2,903 2,148 2,148 2,148 2,148 64403 Washbay Charges 667 1,248 1,248 624 624 64000 Other Operating Costs 4,440 7,920 8,033 7,328 7,599 66402 Computers and Peripheral 0 0 0 950 0 66000 Capital Outlay 0 0 0 950 0 60000T Total Expenditures & O 117,543 127,352 129,165 136,402 144,767 Section V, Page C -9 213 Building Inspection Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 84,710 86,114 86,114 93,861 100,810 61106 Paid out Leave 1,627 840 840 915 989 61301 FT Pension 9,385 9,565 9,565 10,425 11,198 61304 Employee Assistance Prog 24 24 24 24 24 61401 FICA/Medicare 1,246 1,261 1,261 1,374 1,476 61501 Group Health and Life Insu 12,471 13,456 13,456 14,888 15,686 61505 Long-term Disability Insura 497 497 497 497 497 61507 Dental Insurance 1,050 1,050 1,050 1,170 1,239 61509 Worker's Compensation 1,165 1,345 1,345 1,466 1,574 61510 Unemployment Insurance 259 261 261 284 305 61000 Personnel Services 112,433 114,412 114,412 124,904 133,798 62401 Gasoline 469 650 650 500 650 62801 Employee Recognition Exp 0 20 20 20 20 62807 Consumable Tools/Small 0 50 50 50 50 [Entity] Budget Detail Desc.Note Total [213] Inspection Equipment 50 Total 50 62905 Books and Periodicals 0 300 2,000 150 150 62000 Commodities 469 1,020 2,720 720 870 63199 Other Professional Service 200 4,000 4,000 2,500 2,500 [Entity] Budget Detail Desc.Note Total [213] Safebuilt 2 weeks of inspections 2,500 Total 2,500 63000 Purchased and Contract 200 4,000 4,000 2,500 2,500 64101 Travel and Conference 110 1,500 1,500 1,500 1,500 [Entity] Budget Detail Desc.Note Total [213] ICB Annual Conference 1,500 Total 1,500 64102 Dues, Licenses and Memb 125 250 250 125 125 [Entity] Budget Detail Desc.Note Total [213] ICBO License Renewal 125 Total 125 64206 Cellular and Paging 443 360 360 198 198 [Entity] Budget Detail Desc.Note Total [213] $16.50 x 12 months 198 Total 198 Section V, Page C -10 213 Building Inspection Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64401 Fleet Maintenance Charge 192 2,414 2,527 2,733 3,004 [Entity] Budget Detail Desc.Note Total [213] Annual Fleet Maintenance Charges 2,733 Total 2,733 64402 Equipment Replacement C 2,903 2,148 2,148 2,148 2,148 [Entity] Budget Detail Desc.Note Total [213] Annual Equipment Rental Charges 2,148 Total 2,148 64403 Washbay Charges 667 1,248 1,248 624 624 [Entity] Budget Detail Desc.Note Total [213] Annual Washbay Charges - 1 vehicle 624 Total 624 64000 Other Operating Costs 4,440 7,920 8,033 7,328 7,599 66402 Computers and Peripheral 0 0 0 950 0 [Entity] Budget Detail Desc.Note Total [213] Desktop Replacement - Building Official 950 Total 950 66000 Capital Outlay 0 0 0 950 0 60000T Total Expenditures & O 117,543 127,352 129,165 136,402 144,767 Section V, Page C -11 213 Building Inspection Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 70,250 70,250 87,708 91,070 61106 Paid out Leave 0 771 771 837 854 61301 FT Pension 0 7,812 7,812 9,740 10,112 61304 Employee Assistance Prog 0 21 21 24 24 61401 FICA/Medicare 0 1,030 1,030 1,284 1,333 61501 Group Health and Life Insu 0 6,578 6,578 8,076 8,498 61505 Long-term Disability Insura 0 456 456 497 497 61507 Dental Insurance 0 477 477 591 627 61509 Worker's Compensation 0 142 142 178 185 61510 Unemployment Insurance 0 213 213 266 276 61000 Personnel Services 0 87,750 87,750 109,200 113,475 62301 General Program Supplies 0 0 0 200 200 62801 Employee Recognition Exp 0 20 20 20 60 62905 Books and Periodicals 0 300 300 100 400 62999 Office Supplies and Materi 0 400 400 400 1,150 62000 Commodities 0 720 720 720 1,810 63103 Training Facilitators 0 0 0 0 400 63199 Other Professional Service 0 0 0 23,050 7,800 63203 Printing and Reproduction 0 200 200 200 3,700 63303 Photography Services 0 0 0 1,500 8,000 63304 Computer Services and Su 0 14,000 13,100 650 47,350 63305 Audio/Visual Services 0 2,000 2,000 0 0 63000 Purchased and Contract 0 16,200 15,300 25,400 67,250 64101 Travel and Conference 0 1,200 400 1,775 5,200 64102 Dues, Licenses and Memb 0 380 380 0 15,150 64104 Meeting Expenses 0 400 400 700 800 64206 Cellular and Paging 0 705 705 790 790 64301 Postage and Delivery 0 250 250 100 250 64901 Advertising and Legal Noti 0 0 0 29,050 58,954 64903 Economic Development C 0 4,000 4,000 500 5,000 64000 Other Operating Costs 0 6,935 6,135 32,915 86,144 66402 Computers and Peripheral 0 0 1,225 1,800 0 66000 Capital Outlay 0 0 1,225 1,800 0 60000T Total Expenditures & O 0 111,605 111,130 170,035 268,679 Section V, Page C - 12 214 Economic Development Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 70,250 70,250 87,708 91,070 61106 Paid out Leave 0 771 771 837 854 61301 FT Pension 0 7,812 7,812 9,740 10,112 61304 Employee Assistance Prog 0 21 21 24 24 61401 FICA/Medicare 0 1,030 1,030 1,284 1,333 61501 Group Health and Life Insu 0 6,578 6,578 8,076 8,498 61505 Long-term Disability Insura 0 456 456 497 497 61507 Dental Insurance 0 477 477 591 627 61509 Worker's Compensation 0 142 142 178 185 61510 Unemployment Insurance 0 213 213 266 276 61000 Personnel Services 0 87,750 87,750 109,200 113,475 62301 General Program Supplies 0 0 0 200 200 [Entity] Budget Detail Desc.Note Total [214] EDAC Program 100 [214] CAD Program 100 Total 200 62801 Employee Recognition Exp 0 20 20 20 60 [Entity] Budget Detail Desc.Note Total [214] 1 employees @ $20.00 20 Total 20 62905 Books and Periodicals 0 300 300 100 400 [Entity] Budget Detail Desc.Note Total [214] Periodicals for ED staff 100 Total 100 62999 Office Supplies and Materi 0 400 400 400 1,150 [Entity] Budget Detail Desc.Note Total [214] Office Supplies 100 [214] Computer Cartridges 300 Total 400 62000 Commodities 0 720 720 720 1,810 63103 Training Facilitators 0 0 0 0 400 [Entity] Budget Detail Desc.Note Total [214] SWOT Meetings - Rec Center 0 Total 0 Section V, Page C - 13 214 Economic Development Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63199 Other Professional Service 0 0 0 23,050 7,800 [Entity] Budget Detail Desc.Note Total [214] Design work - rec center ads $60.00/hr at 16 hours per quarter 3,840 [214] Rec Center rebranding @ 1500 1,500 [214] Destimetrics;17,710 Total 23,050 63203 Printing and Reproduction 0 200 200 200 3,700 [Entity] Budget Detail Desc.Note Total [214] Copy Services n- Comm Dev 200 Total 200 63303 Photography Services 0 0 0 1,500 8,000 [Entity] Budget Detail Desc.Note Total [214] Professional Photos; videography; shutterstock 1,500 Total 1,500 63304 Computer Services and Su 0 14,000 13,100 650 47,350 [Entity] Budget Detail Desc.Note Total [214] Adobe Subscription 450 450 [214] Constant Contact 200 200 Total 650 63305 Audio/Visual Services 0 2,000 2,000 0 0 63000 Purchased and Contract 0 16,200 15,300 25,400 67,250 64101 Travel and Conference 0 1,200 400 1,775 5,200 [Entity] Budget Detail Desc.Note Total [214] Colorado Tourism - 1 attendees @ 625.00 625 [214] CO Creative Industries - 1 attendees @ $450.00 450 [214] DCI Annual Conf - 1 @ 500 500 [214] Travel - staff of two @ 100 200 Total 1,775 64102 Dues, Licenses and Memb 0 380 380 0 15,150 [Entity] Budget Detail Desc.Note Total [214] NWCCOG 0 [214] PR Newswire 0 Total 0 Section V, Page C - 14 214 Economic Development Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64104 Meeting Expenses 0 400 400 700 800 [Entity] Budget Detail Desc.Note Total [214] Creative District Meetings 200 [214] ED Advisory Committee Member Meetings 200 [214] Meetings with Business Owners 300 Total 700 64206 Cellular and Paging 0 705 705 790 790 [Entity] Budget Detail Desc.Note Total [214] $65.83 x 12 months 790 Total 790 64301 Postage and Delivery 0 250 250 100 250 [Entity] Budget Detail Desc.Note Total [214] Misc Mailings 100 Total 100 64901 Advertising and Legal Noti 0 0 0 29,050 58,954 [Entity] Budget Detail Desc.Note Total [214] Print outlets(Vail Daily,Vail Lifestyle, What to do, Parents handbook, Regal other 5,000 [214] Online - Colorado.com,mail chimp, TIGA Airport, Street Media Busses 8,600 [214] Radio - local 3,000 [214] TV 8 2,000 [214] TOA Advertising General 5,000 [214] PR Newswire Distribution @ $490 per release, 5 release 2,450 [214] Regal Hotel Guide 3,000 Total 29,050 64903 Economic Development C 0 4,000 4,000 500 5,000 [Entity] Budget Detail Desc.Note Total [214] ED Programs MISC 500 Total 500 64000 Other Operating Costs 0 6,935 6,135 32,915 86,144 66402 Computers and Peripheral 0 0 1,225 1,800 0 [Entity] Budget Detail Desc.Note Total [214] Laptop & Docking Station - Economic Initiatives Director 1,800 Total 1,800 Section V, Page C - 15 214 Economic Development Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 66000 Capital Outlay 0 0 1,225 1,800 0 60000T Total Expenditures & O 0 111,605 111,130 170,035 268,679 Section V, Page C - 16 214 Economic Development Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 0 0 72,852 74,628 61106 Paid out Leave 0 0 0 691 705 61121 PTS Wages 0 0 0 13,391 14,342 61151 Overtime Wages 0 0 0 1,500 1,500 61301 FT Pension 0 0 0 8,090 8,287 61302 PTS Pension 0 0 0 502 538 61304 Employee Assistance Prog 0 0 0 24 24 61401 FICA/Medicare 0 0 0 1,282 1,322 61501 Group Health and Life Insu 0 0 0 22,104 23,287 61505 Long-term Disability Insura 0 0 0 497 497 61507 Dental Insurance 0 0 0 2,039 2,154 61509 Worker's Compensation 0 0 0 1,254 1,294 61510 Unemployment Insurance 0 0 0 265 274 61000 Personnel Services 0 0 0 124,492 128,850 62302 Special Event Materials & 0 0 0 3,415 3,415 62801 Employee Recognition Exp 0 0 0 200 200 62802 Food and Beverages 0 0 0 2,800 2,800 62805 Clothing and Uniforms 0 0 0 2,555 200 62000 Commodities 0 0 0 8,970 6,615 63199 Other Professional Service 0 0 0 66,860 66,860 63203 Printing and Reproduction 0 0 0 2,700 2,700 63305 Audio/Visual Services 0 0 0 5,500 5,500 63306 Security Services 0 0 0 2,500 2,500 63549 R&M - Other Specialized E 0 0 0 800 800 63606 Rentals - Crowd & Traffic 0 0 0 7,400 7,400 63607 Rentals - Portable Facilitie 0 0 0 6,500 6,500 63999 Other Purchased and Cont 0 0 0 24,070 29,072 63000 Purchased and Contract 0 0 0 116,330 121,332 64101 Travel and Conference 0 0 0 1,075 1,795 64102 Dues, Licenses and Memb 0 0 0 795 795 64104 Meeting Expenses 0 0 0 650 650 64206 Cellular and Paging 0 0 0 624 624 64301 Postage and Delivery 0 0 0 50 50 64306 Permit and Licensing Fees 0 0 0 1,200 1,200 64402 Equipment Replacement C 0 0 0 1,467 1,467 64901 Advertising and Legal Noti 0 0 0 7,225 7,225 64000 Other Operating Costs 0 0 0 13,086 13,806 60000T Total Expenditures & O 0 0 0 262,878 270,603 Section V, Page C - 17 215 Town Produced Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 0 0 72,852 74,628 61106 Paid out Leave 0 0 0 691 705 61121 PTS Wages 0 0 0 13,391 14,342 [Entity] Budget Detail Desc.Note Total [215] 17 weeks;40 hours/week; 680 hours at $19.69 (step 3) 13,391 [215] May 1 - Aug. 31 0 Total 13,391 61151 Overtime Wages 0 0 0 1,500 1,500 [Entity] Budget Detail Desc.Note Total [215] Salute Police 1,500 Total 1,500 61301 FT Pension 0 0 0 8,090 8,287 61302 PTS Pension 0 0 0 502 538 61304 Employee Assistance Prog 0 0 0 24 24 61401 FICA/Medicare 0 0 0 1,282 1,322 61501 Group Health and Life Insu 0 0 0 22,104 23,287 61505 Long-term Disability Insura 0 0 0 497 497 61507 Dental Insurance 0 0 0 2,039 2,154 61509 Worker's Compensation 0 0 0 1,254 1,294 61510 Unemployment Insurance 0 0 0 265 274 61000 Personnel Services 0 0 0 124,492 128,850 62302 Special Event Materials & 0 0 0 3,415 3,415 [Entity] Budget Detail Desc.Note Total [215] Salute decorations 1,300 [215] Zero Hero Tents 1,450 [215] Collapsible bins 465 [215] Other misc. supplies 200 Total 3,415 62801 Employee Recognition Exp 0 0 0 200 200 [Entity] Budget Detail Desc.Note Total [215] Volunteer recognition, incentives - 45 persons 200 Total 200 62802 Food and Beverages 0 0 0 2,800 2,800 [Entity] Budget Detail Desc.Note Total [215] Salute VIP Hosp.2,500 [215] Volunteer water, snacks 300 Total 2,800 Section V, Page C - 18 215 Town Produced Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62805 Clothing and Uniforms 0 0 0 2,555 200 [Entity] Budget Detail Desc.Note Total [215] Replacement vests 200 [215] Apres Avon Beanies 120 at $19 each 2,280 [215] Set Up Charge 75 Total 2,555 62000 Commodities 0 0 0 8,970 6,615 63199 Other Professional Service 0 0 0 66,860 66,860 [Entity] Budget Detail Desc.Note Total [215] Salute Fireworks 42,560 [215] Salute Performance Art 7,000 [215] Family Zone face painter/balloon sculptore 850 [215] Walking Mtn. resource recovery 1,400 [215] Guest Police officers 11,500 [215] Market research/survey 3,400 [215] Creative Services 150 Total 66,860 63203 Printing and Reproduction 0 0 0 2,700 2,700 [Entity] Budget Detail Desc.Note Total [215] Salute credentials $500 500 [215] Posters 300 [215] Bridge Banner 400 [215] Banners/general decorations 1,500 Total 2,700 63305 Audio/Visual Services 0 0 0 5,500 5,500 [Entity] Budget Detail Desc.Note Total [215] Salute sound engineer and equipment for fireworks soundtrack 5,500 Total 5,500 63306 Security Services 0 0 0 2,500 2,500 [Entity] Budget Detail Desc.Note Total [215] Salute perimeter security 2,500 Total 2,500 63549 R&M - Other Specialized E 0 0 0 800 800 [Entity] Budget Detail Desc.Note Total [215] Sound board, speakers, etc. cleaning, replacement parts, service 800 Total 800 Section V, Page C - 19 215 Town Produced Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63606 Rentals - Crowd & Traffic 0 0 0 7,400 7,400 [Entity] Budget Detail Desc.Note Total [215] Salute chain link fencing 6,600 [215] Salute light towers for egress 800 Total 7,400 63607 Rentals - Portable Facilitie 0 0 0 6,500 6,500 [Entity] Budget Detail Desc.Note Total [215] Salute dumpsters and restrooms 4,500 [215] Salute VIP tables/chairs 2,000 Total 6,500 63999 Other Purchased and Cont 0 0 0 24,070 29,072 [Entity] Budget Detail Desc.Note Total [215] Admission fee balance total admission fee collected in 2014 was $$18652; total spent on event support items was $11,434. The balance of $7218. These remaining funds will reside in the stabalization portion of unreserved fund balance to be appropriated in 22,320 [215] Admission fee expenditures: coroplast signs, metal A-frames Coroplast $500; frames $250 750 [215] Salute/Calvary Chapel FZ 1,000 Total 24,070 63000 Purchased and Contract 0 0 0 116,330 121,332 64101 Travel and Conference 0 0 0 1,075 1,795 [Entity] Budget Detail Desc.Note Total [215] CFEA Conference 375 [215] Hotel, travel, per diem 700 Total 1,075 64102 Dues, Licenses and Memb 0 0 0 795 795 [Entity] Budget Detail Desc.Note Total [215] IFEA Membership Dues 795 Total 795 64104 Meeting Expenses 0 0 0 650 650 [Entity] Budget Detail Desc.Note Total [215] Event Re-cap meetings 150 [215] Volunteer group meeting/training 400 [215] General business 100 Total 650 Section V, Page C - 20 215 Town Produced Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64206 Cellular and Paging 0 0 0 624 624 [Entity] Budget Detail Desc.Note Total [215] $51.98 x 12 months 624 Total 624 64301 Postage and Delivery 0 0 0 50 50 64306 Permit and Licensing Fees 0 0 0 1,200 1,200 [Entity] Budget Detail Desc.Note Total [215] ERFD tent inspections at Salute 75 [215] Eagle County event coordinator permit 75 [215] ASCAP 300 [215] SESAC 350 [215] BMI 400 Total 1,200 64402 Equipment Replacement C 0 0 0 1,467 1,467 [Entity] Budget Detail Desc.Note Total [215] Annual Equipment Rental Charges 1,467 Total 1,467 64901 Advertising and Legal Noti 0 0 0 7,225 7,225 [Entity] Budget Detail Desc.Note Total [215] Salute advertising 4,000 [215] Ad creation for Salute 225 [215] Apres Avon VD Spectator Guide $2000; $1,000 for key 2015 dates in VD 3,000 Total 7,225 64000 Other Operating Costs 0 0 0 13,086 13,806 60000T Total Expenditures & O 0 0 0 262,878 270,603 Section V, Page C - 21 215 Town Produced Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64902 Financial Support, Donatio 0 0 0 5,000 0 64000 Other Operating Costs 0 0 0 5,000 0 60000T Total Expenditures & O 0 0 0 5,000 0 Section V, Page C - 22 216 Signature Event Seed Fundi Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64902 Financial Support, Donatio 0 0 0 5,000 0 [Entity] Budget Detail Desc.Note Total [216] BALANCE DUE TO BONFIRE WWG 5,000 Total 5,000 64000 Other Operating Costs 0 0 0 5,000 0 60000T Total Expenditures & O 0 0 0 5,000 0 Section V, Page C - 23 216 Signature Event Seed Fundi Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64902 Financial Support, Donatio 0 0 0 197,850 200,000 64000 Other Operating Costs 0 0 0 197,850 200,000 60000T Total Expenditures & O 0 0 0 197,850 200,000 Section V, Page C - 24 217 Community Grants Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64902 Financial Support, Donatio 0 0 0 197,850 200,000 [Entity] Budget Detail Desc.Note Total [217] Economic Development: Regional 0 [217] Vail Valley Partnership 15,000 [217] Vail Leadership Institute Business Base Camp 17,500 [217] Vail Leadership Institute Rent Subsidy 10,000 [217] EGE Air Alliance 20,000 [217] Economic Development: Outside Cultural Events 0 [217] Walking Mountains Sustainable Film Series 7,500 [217] Radiate Live Reds, Whites, & Brews 6,000 [217] Beaver Creek Rodeo 5,000 [217] Vilar Performing Arts Center Programming 10,000 [217] Alpine Arts Center Social Art Series 14,400 [217] Economic Development: Outside Sporting Events 0 [217] Vail Valley Charitable Fund Bec Tri Triathlon 3,000 [217] Team Evergreen Triple Bypass Bike Ride 3,000 [217] Beaver Creek XTERRA 2,500 [217] America Cup Juniors Fly Fishing Championship 5,000 [217] Vail Valley Foundation FIS Men's Birds of Prey 40,000 [217] Regional Environmental Programs:0 [217] Walking Mountains Science School Programs 15,000 [217] Health & Human Services:0 [217] Eagle River Youth Coalition Parent Education and Outreach 4,000 [217] Red Ribbon HIV/AIDS Awareness 750 [217] Early Childhood Partners Coaching & Consulting 3,600 [217] Small Champions Recreational Programs for Youth with Disabilities 5,600 [217] Salvation Army Community Garden 5,000 [217] Speak Out, Reach Out 5,000 Total 197,850 64000 Other Operating Costs 0 0 0 197,850 200,000 60000T Total Expenditures & O 0 0 0 197,850 200,000 Section V, Page C - 25 217 Community Grants Town of Avon Line Item Detail Section V, Page D-1 Fund: General Dept: Police Department Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 1,940,920$ 2,054,392$ 2,054,392$ 2,270,179$ 2,377,300$ Commodities 97,162 119,384 120,384 125,909 151,902 Contract Services 33,763 38,146 38,146 42,095 51,195 Other Operating Costs 467,632 513,682 510,792 527,319 564,602 Capital Outlay - 14,070 14,070 27,375 13,800 Total 2,539,477$ 2,739,674$ 2,737,784$ 2,992,877$ 3,158,799$ Department Expenditures by Program Administration 516,491$ 553,700$ 551,889$ 594,777$ 626,159$ Patrol 1,914,017 1,964,620 1,964,736 2,155,027 2,269,465 Investigation 108,967 221,354 221,159 243,073 263,175 Total 2,539,475$ 2,739,674$ 2,737,784$ 2,992,877$ 3,158,799$ Authorized Positions Police Chief 1 1 1 1 1 Deputy Police Chief 1 1 1 1 1 Sergeant 3 3 3 3 3 Administrative Services Officer 2 2 2 2 2 Investigator/Detective 1 1 1 1 1 Officers 12 12 12 12 12 Total 20 20 20 20 20 Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY The Avon Police Department is a full service municipal law enforcement agency responsible for 24/7 police protection in the Town of Avon. The Department consists of 18 sworn police officers and two (2) non-sworn employees. Avon Police employees, focus attention to the Department’s Mission Statement and Goals on a day-to-day basis to ensure the safety and security of residents and visitors in the community. The Police Department is administered by the Police Chief, and is assisted by a Deputy Chief and three (3) Sergeants. The Police Chief spends 90 % of the position’s time in general administration, with 10% contributed to the oversight of community policing programs, including time on law enforcement committees and organizations. The Police Chief provides general administration approximately 95% of time, with the balance spent in the field. Each Patrol Sergeant oversees six (6) police officers, while the Detective Sergeant supervises the detective and major programs such as Police Training. Section V, Page D-2 Fund: General Dept: Police Department Budget Summary 1. Avon crime rates and traffic crash rates continue to trend downward with 2013 being some of the was also the second lowest recorded and there were no recorded robberies for the third year in a row. Motor vehicle thefts were recorded at 4 in 2013, up from 1 in 2012, which was the lowest previously recorded. Assaults were slightly down in 2013 to 36, which was the lowest in history. Traffic crashes increased 22% in 2013 to 174 compared to the all-time low of 142 in 2012. Traffic crashes for the previous five years (2009-2013) have been the lowest number on record. DUI arrests were up 18% in 2013 to 105 from 89 in 2012. 2. For the first 6 months of 2014, crime rates and traffic crash rates continued to trend similar to averages for 2011, 2012 and 2013 and remain near record lows. 3. Succesfully completed the 6th Annual Avon Police Citizen's Academy. 4. Successfully completed the 2nd Annual Latino Eagle County Citizen's Academy. 5. All supervisors have completed the International Association of Chiefs of Police (IACP) 6. Awarded the IACP Civil Rights Award for outstanding work in the immigrant community. Estimated Personnel Time:20% Estimated Nonpersonnel Costs: Total Activity Cost:$ Performance Metric(s):Internal Survey; Community Survey Estimated Personnel Time:65%Estimated Nonpersonnel Costs: Total Activity Cost: Performance Metric(s):Police response times by type of call and seasonAnalysis of crime and traffic statistics/trendsCommunity Survey Estimated Personnel Time:10% Estimated Nonpersonnel Costs: Total Activity Cost: Performance Metric(s):Crime Clearance Rates 2014 MAJOR ACCOMPLISHMENTS lowest rates in history. There were 11 burglaries in 2013, which was the second lowest annual tota data has been recorded at the Police Department. Thefts (includes shoplifting) numbered 129, wh Leadership in Police Organization (LPO) 3-week curriculum. PROGRAM ACTIVITIES AND OPERATIONS Administration: The Police Chief, Deputy Chief, and two (2) Administrative Services Officers are responsible for the day-to-day operations of the Police Department, including interaction with Avon Town staff on projects such as budget and department liaisons. Administration is responsible for managing the front desk, customer service, accreditation, records management, outside government liaisons, evidence/property management, policy/procedure, training, and support for police operations. Patrol Operations: Patrol Operations are staffed by two (2) sergeants and twelve (12) patrol officers. These teams are responsible for proactive patrol and response to emergencies and calls for service. Officers are responsible for investigation of crimes to property and persons, including traffic enforcement, education, traffic crash investigations and crime prevention/community outreach. Investigations: The Investigations Division is staffed by one (1) Detective Sergeant and one (1) Detective. The Detectives are responsible to support patrol operations, investigate major crimes, conduct background investigations, administer the police training program, and provide administrative support to the Town Clerk for licensing of businesses. Section V, Page D-3 Fund: General Dept: Police Department Budget Summary Estimated Personnel Time:5% Estimated Nonpersonnel Costs:3,000$ Total Activity Cost:3,000$ Performance Metric(s):Internal Survey; Community Survey Community Programs/Outreach: Community Policing is the philosophy of the Avon Police Department and each member is responsible to Make a Difference in the community during every shift. These programs include Community Outreach; Community Programs such as Citizens Academies/National Night Out; Neighborhood Watch; School Programs; Public Safety/Community Committees, Task Forces and Coalitions. Approximately 1,900 hours of Avon Police time is associated with community programs and outreach. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 312,878 326,554 326,554 352,670 368,659 61106 Paid out Leave 3,462 3,185 3,185 3,353 3,500 61151 Overtime Wages 969 3,000 3,000 3,000 3,000 61301 FT Pension 35,360 36,122 36,122 39,003 40,772 61304 Employee Assistance Prog 86 95 95 97 97 61401 FICA/Medicare 4,506 4,825 4,825 5,206 5,440 61501 Group Health and Life Insu 77,549 79,971 79,971 88,647 93,426 61505 Long-term Disability Insura 6,370 6,610 6,610 7,078 7,311 61507 Dental Insurance 6,575 7,314 7,314 8,154 8,616 61509 Worker's Compensation 7,507 8,185 8,185 8,824 9,142 61510 Unemployment Insurance 970 998 998 1,077 1,125 61000 Personnel Services 456,232 476,858 476,858 517,110 541,088 62401 Gasoline 3,220 3,160 3,160 3,160 3,160 62801 Employee Recognition Exp 535 500 500 80 500 62802 Food and Beverages 1,645 1,500 1,500 1,500 2,000 62805 Clothing and Uniforms 952 1,000 1,000 1,000 1,500 62807 Consumable Tools/Small 1,123 1,000 1,000 1,000 1,000 62808 Promotional, Informational 176 1,000 2,000 1,500 1,500 62901 Duplicating Supplies 174 600 600 200 600 62903 Data Processing Supplies 266 300 300 300 300 62904 Software 0 300 300 0 2,700 62905 Books and Periodicals 165 750 750 350 750 62999 Office Supplies and Materi 1,189 2,500 2,500 2,000 2,500 62000 Commodities 9,445 12,610 13,610 11,090 16,510 63203 Printing and Reproduction 3,652 4,100 4,100 2,800 4,500 63301 Medical Services and Exa 549 1,300 1,300 1,100 1,500 63302 Laboratory Services 1,595 1,300 1,300 1,300 1,500 63504 R&M - Office Equipment a 739 1,285 1,285 1,285 1,285 63506 R&M - Radios and Commu 0 200 200 200 1,000 63603 Rentals - Office Equipment 5,535 5,535 5,535 5,535 5,535 63999 Other Purchased and Cont 15,558 18,126 18,126 18,126 21,776 63000 Purchased and Contract 27,628 31,846 31,846 30,346 37,096 64101 Travel and Conference 7,783 9,000 6,500 9,000 6,500 64102 Dues, Licenses and Memb 2,218 2,000 2,000 2,500 2,500 64206 Cellular and Paging 1,934 1,260 1,260 1,244 1,244 64301 Postage and Delivery 939 1,300 1,300 1,100 2,600 64401 Fleet Maintenance Charge 2,360 4,780 4,469 4,879 5,364 64402 Equipment Replacement C 7,462 7,222 7,222 10,683 10,683 64403 Washbay Charges 490 624 624 624 624 64901 Advertising and Legal Noti 0 1,000 1,000 100 1,000 64000 Other Operating Costs 23,186 27,186 24,375 30,130 30,515 66402 Computers and Peripheral 0 5,200 5,200 950 950 66404 Furniture and Fixtures 0 0 0 5,151 0 66000 Capital Outlay 0 5,200 5,200 6,101 950 Section V, Page D - 4 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 60000T Total Expenditures & O 516,491 553,700 551,889 594,777 626,159 Section V, Page D - 5 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 312,878 326,554 326,554 352,670 368,659 61106 Paid out Leave 3,462 3,185 3,185 3,353 3,500 61151 Overtime Wages 969 3,000 3,000 3,000 3,000 [Entity] Budget Detail Desc.Note Total [311] Victim Services, Evidence Call Out, Administration Overtime 3,000 Total 3,000 61301 FT Pension 35,360 36,122 36,122 39,003 40,772 61304 Employee Assistance Prog 86 95 95 97 97 61401 FICA/Medicare 4,506 4,825 4,825 5,206 5,440 61501 Group Health and Life Insu 77,549 79,971 79,971 88,647 93,426 61505 Long-term Disability Insura 6,370 6,610 6,610 7,078 7,311 61507 Dental Insurance 6,575 7,314 7,314 8,154 8,616 61509 Worker's Compensation 7,507 8,185 8,185 8,824 9,142 61510 Unemployment Insurance 970 998 998 1,077 1,125 61000 Personnel Services 456,232 476,858 476,858 517,110 541,088 62401 Gasoline 3,220 3,160 3,160 3,160 3,160 [Entity] Budget Detail Desc.Note Total [311] Gasoline for Vehicles 3,160 Total 3,160 62801 Employee Recognition Exp 535 500 500 80 500 [Entity] Budget Detail Desc.Note Total [311] 20x4 80 Total 80 62802 Food and Beverages 1,645 1,500 1,500 1,500 2,000 [Entity] Budget Detail Desc.Note Total [311] Seminars, Classes, Meetings 1,500 Total 1,500 62805 Clothing and Uniforms 952 1,000 1,000 1,000 1,500 [Entity] Budget Detail Desc.Note Total [311] Administration Uniforms 1,000 Total 1,000 62807 Consumable Tools/Small 1,123 1,000 1,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [311] Miscellaneous Equipment 1,000 Total 1,000 Section V, Page D - 6 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62808 Promotional, Informational 176 1,000 2,000 1,500 1,500 [Entity] Budget Detail Desc.Note Total [311] Promotional and Marketing Materials, NNO, Calendars, Water Bottles, Pens, Pins, Crime Prevention Materials, Challenge Coins 1,500 Total 1,500 62901 Duplicating Supplies 174 600 600 200 600 [Entity] Budget Detail Desc.Note Total [311] Copier, Paper, Toner, Misc.200 Total 200 62903 Data Processing Supplies 266 300 300 300 300 [Entity] Budget Detail Desc.Note Total [311] Ink, Cartridges 300 Total 300 62904 Software 0 300 300 0 2,700 [Entity] Budget Detail Desc.Note Total [311] Software Application 0 Total 0 62905 Books and Periodicals 165 750 750 350 750 [Entity] Budget Detail Desc.Note Total [311] Muni Codes, Traffic Codes, Law Enforcement Periodicals 350 Total 350 62999 Office Supplies and Materi 1,189 2,500 2,500 2,000 2,500 [Entity] Budget Detail Desc.Note Total [311] Copier, CBI Computer, Paper 2,000 Total 2,000 62000 Commodities 9,445 12,610 13,610 11,090 16,510 63203 Printing and Reproduction 3,652 4,100 4,100 2,800 4,500 [Entity] Budget Detail Desc.Note Total [311] Business Cards, Stationary, Manuals, Pamphlets, Court Envelopes 2,800 Total 2,800 Section V, Page D - 7 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63301 Medical Services and Exa 549 1,300 1,300 1,100 1,500 [Entity] Budget Detail Desc.Note Total [311] Hepatitis/Drug Screens, Annual Physicals, Fitness Program 1,100 Total 1,100 63302 Laboratory Services 1,595 1,300 1,300 1,300 1,500 [Entity] Budget Detail Desc.Note Total [311] Pre-Employment Testing 1,300 Total 1,300 63504 R&M - Office Equipment a 739 1,285 1,285 1,285 1,285 [Entity] Budget Detail Desc.Note Total [311] Copier, Computers, Printers, Shredder, 1,285 Total 1,285 63506 R&M - Radios and Commu 0 200 200 200 1,000 [Entity] Budget Detail Desc.Note Total [311] Pagers, Radio, Cell Phone Repair & Maint.200 Total 200 63603 Rentals - Office Equipment 5,535 5,535 5,535 5,535 5,535 [Entity] Budget Detail Desc.Note Total [311] Copier Lease ($461.24 x 12)5,535 Total 5,535 63999 Other Purchased and Cont 15,558 18,126 18,126 18,126 21,776 [Entity] Budget Detail Desc.Note Total [311] Accredidation Fee 3,626 [311] Vehicle Towing 3,100 [311] ECAC Contract 11,400 Total 18,126 63000 Purchased and Contract 27,628 31,846 31,846 30,346 37,096 64101 Travel and Conference 7,783 9,000 6,500 9,000 6,500 [Entity] Budget Detail Desc.Note Total [311] Validated (8/21/2014)9,000 [311] D.C. Leadership and SWAT Training, Highway Safety Committee and POST CST Training, Records Certification, Evidence Certification and IACP Conference 0 Total 9,000 Section V, Page D - 8 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64102 Dues, Licenses and Memb 2,218 2,000 2,000 2,500 2,500 [Entity] Budget Detail Desc.Note Total [311] International Chiefs of Police, Colorado Chiefs, Drug Recognition Expert Fees, Community Partnership w/ Rotary, FBI NA, 2,500 Total 2,500 64206 Cellular and Paging 1,934 1,260 1,260 1,244 1,244 [Entity] Budget Detail Desc.Note Total [311] $103.63 x 12 months 1,244 Total 1,244 64301 Postage and Delivery 939 1,300 1,300 1,100 2,600 [Entity] Budget Detail Desc.Note Total [311] Postage and Cost of Delivery of Evidence Items to CBI for Testing 1,100 Total 1,100 64401 Fleet Maintenance Charge 2,360 4,780 4,469 4,879 5,364 [Entity] Budget Detail Desc.Note Total [311] Annual Fleet Maintenance Charges 4,879 Total 4,879 64402 Equipment Replacement C 7,462 7,222 7,222 10,683 10,683 [Entity] Budget Detail Desc.Note Total [311] Annual Equipment Rental Charges 10,683 Total 10,683 64403 Washbay Charges 490 624 624 624 624 [Entity] Budget Detail Desc.Note Total [311] Annual Washbay Charges - 1 vehicle 624 Total 624 64901 Advertising and Legal Noti 0 1,000 1,000 100 1,000 [Entity] Budget Detail Desc.Note Total [311] Recruit Advertising 100 Total 100 64000 Other Operating Costs 23,186 27,186 24,375 30,130 30,515 66402 Computers and Peripheral 0 5,200 5,200 950 950 [Entity] Budget Detail Desc.Note Total [311] Desktop Replacement - Police Chief 950 Total 950 Section V, Page D - 9 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 66404 Furniture and Fixtures 0 0 0 5,151 0 [Entity] Budget Detail Desc.Note Total [311] 2 Desk Chairs @ $253 ea 506 [311] 2 Gas Lift Dual Monitor Arm @ $302 ea 604 [311] 9 Desk Chairs @ $449 ea 4,041 Total 5,151 66000 Capital Outlay 0 5,200 5,200 6,101 950 60000T Total Expenditures & O 516,491 553,700 551,889 594,777 626,159 Section V, Page D - 10 311 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 851,919 836,058 836,058 915,583 957,946 61106 Paid out Leave 14,633 8,261 8,261 8,675 9,135 61151 Overtime Wages 98,308 105,500 105,500 123,450 116,250 61156 Extra Duty Pay 17,714 12,000 12,000 13,000 20,000 61301 FT Pension 91,285 92,304 92,304 101,046 105,728 61304 Employee Assistance Prog 333 328 328 341 338 61401 FICA/Medicare 13,786 13,946 13,946 15,380 15,998 61501 Group Health and Life Insu 230,061 228,381 228,381 265,212 279,426 61505 Long-term Disability Insura 19,726 21,602 21,602 23,658 24,753 61507 Dental Insurance 19,153 19,800 19,800 23,328 24,667 61509 Worker's Compensation 32,420 30,404 30,404 33,297 34,838 61510 Unemployment Insurance 2,929 2,885 2,885 3,182 3,310 61000 Personnel Services 1,392,267 1,371,469 1,371,469 1,526,151 1,592,389 62101 Police Operating and Field 3,306 3,000 3,000 5,000 14,773 62102 Firearms and Weapons Su 9,910 19,400 19,400 22,125 26,875 62401 Gasoline 40,886 48,980 48,980 48,980 48,980 62804 Training Supplies 270 500 500 5,000 2,000 62805 Clothing and Uniforms 17,143 13,200 13,200 13,600 14,600 62806 Safety Materials and Suppl 11,632 12,400 12,400 12,400 15,400 62807 Consumable Tools/Small 749 0 0 2,600 6,000 62809 Medical Supplies and 1st 382 1,000 1,000 400 1,000 62811 Communications Supplies 0 3,330 3,330 0 0 62902 Audio/Visual Supplies 0 150 150 100 150 62000 Commodities 84,279 101,960 101,960 110,205 129,778 63302 Laboratory Services 3,645 5,200 5,200 8,000 10,000 63304 Computer Services and Su 0 0 0 2,399 2,399 63549 R&M - Other Specialized E 0 500 500 150 500 63000 Purchased and Contract 3,645 5,700 5,700 10,549 12,899 64101 Travel and Conference 10,964 15,000 19,185 16,000 18,000 64103 Mileage Reimbursement 107 0 0 0 0 64206 Cellular and Paging 10,960 17,000 17,000 4,937 4,937 64401 Fleet Maintenance Charge 68,102 62,500 58,431 63,185 69,470 64402 Equipment Replacement C 81,871 82,762 82,762 87,194 106,806 64403 Washbay Charges 5,330 7,488 7,488 7,488 7,488 64901 Advertising and Legal Noti 0 500 500 500 500 64904 Operating Fees, Assessm 256,491 291,371 291,371 307,544 316,248 64000 Other Operating Costs 433,825 476,621 476,737 486,848 523,449 66402 Computers and Peripheral 0 2,200 2,200 1,900 950 66405 Radios and Communicatio 0 6,670 6,670 19,374 10,000 66000 Capital Outlay 0 8,870 8,870 21,274 10,950 60000T Total Expenditures & O 1,914,017 1,964,620 1,964,736 2,155,027 2,269,465 Section V, Page D - 11 312 Patrol Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 851,919 836,058 836,058 915,583 957,946 61106 Paid out Leave 14,633 8,261 8,261 8,675 9,135 61151 Overtime Wages 98,308 105,500 105,500 123,450 116,250 [Entity] Budget Detail Desc.Note Total [312] Hi Vis/LEAF 36,000 [312] ERYC 8,500 [312] Click It or Ticket Day Time/Night Time 8,000 [312] Special Events 0 [312] Winter Wondergrass 4 Officers x 9 hrs x 3 days x $50/hr 5,400 [312] Reds, Whites, and Brews 23 hrs x $50/hr 1,150 [312] Man of the Cliff 2 Officers x 6 hrs x 2 days x $50/hr 1,200 [312] Investigations, Court, Report Writing, 56,000 [312] 2015 WASC 1.5 Officers x 8 hrs x 12 days x $50/hr 7,200 Total 123,450 61156 Extra Duty Pay 17,714 12,000 12,000 13,000 20,000 [Entity] Budget Detail Desc.Note Total [312] Extra Duty Contracts 13,000 Total 13,000 61301 FT Pension 91,285 92,304 92,304 101,046 105,728 61304 Employee Assistance Prog 333 328 328 341 338 61401 FICA/Medicare 13,786 13,946 13,946 15,380 15,998 61501 Group Health and Life Insu 230,061 228,381 228,381 265,212 279,426 61505 Long-term Disability Insura 19,726 21,602 21,602 23,658 24,753 61507 Dental Insurance 19,153 19,800 19,800 23,328 24,667 61509 Worker's Compensation 32,420 30,404 30,404 33,297 34,838 61510 Unemployment Insurance 2,929 2,885 2,885 3,182 3,310 61000 Personnel Services 1,392,267 1,371,469 1,371,469 1,526,151 1,592,389 62101 Police Operating and Field 3,306 3,000 3,000 5,000 14,773 [Entity] Budget Detail Desc.Note Total [312] Training Equipment, Intox Supplies, Taser Battteries 5,000 Total 5,000 62102 Firearms and Weapons Su 9,910 19,400 19,400 22,125 26,875 [Entity] Budget Detail Desc.Note Total [312] Firearm Supplies, Shotgun Shells, Bullets, Rifle Repairs, Cleaning Supplies, Targets, Less Than Lethal Forces Munitions 14,000 [312] 6 Tasers 7,125 [312] SOU Firearms 1,000 Total 22,125 Section V, Page D - 12 312 Patrol Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62401 Gasoline 40,886 48,980 48,980 48,980 48,980 [Entity] Budget Detail Desc.Note Total [312] Gasoline for Patrol Cars 48,980 Total 48,980 62804 Training Supplies 270 500 500 5,000 2,000 [Entity] Budget Detail Desc.Note Total [312] RED Guns, Pad Replacement 5,000 Total 5,000 62805 Clothing and Uniforms 17,143 13,200 13,200 13,600 14,600 [Entity] Budget Detail Desc.Note Total [312] Uniforms $600 x 16 9,600 [312] Misc. Uniforms, Leather Gear, Equipment 3,000 [312] SOU Uniform Replacement Uniforms 1,000 Total 13,600 62806 Safety Materials and Suppl 11,632 12,400 12,400 12,400 15,400 [Entity] Budget Detail Desc.Note Total [312] New Replacement Ballistic Vests, Flares, Cones, Safety Equipment 3 vests (50% grant funded)12,400 Total 12,400 62807 Consumable Tools/Small 749 0 0 2,600 6,000 [Entity] Budget Detail Desc.Note Total [312] Narcotics Testing Eq, NIK Kits, Swabs 1,300 [312] SOU Equipment 1,300 Total 2,600 62809 Medical Supplies and 1st 382 1,000 1,000 400 1,000 [Entity] Budget Detail Desc.Note Total [312] Blood and Urine Test Equipment, 1st Aid Replacement 400 Total 400 62811 Communications Supplies 0 3,330 3,330 0 0 62902 Audio/Visual Supplies 0 150 150 100 150 [Entity] Budget Detail Desc.Note Total [312] Supplies 100 Total 100 62000 Commodities 84,279 101,960 101,960 110,205 129,778 63302 Laboratory Services 3,645 5,200 5,200 8,000 10,000 Section V, Page D - 13 312 Patrol Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [312] Toxicology Testing, Blood and Urine 8,000 Total 8,000 63304 Computer Services and Su 0 0 0 2,399 2,399 [Entity] Budget Detail Desc.Note Total [312] Livescan Fingerprint System Maintenance 2,399 Total 2,399 63549 R&M - Other Specialized E 0 500 500 150 500 [Entity] Budget Detail Desc.Note Total [312] Radar 150 Total 150 63000 Purchased and Contract 3,645 5,700 5,700 10,549 12,899 64101 Travel and Conference 10,964 15,000 19,185 16,000 18,000 [Entity] Budget Detail Desc.Note Total [312] Academy, Misc Training, Bike Patrol, Community Policing, SRO, Police Liability, Search and Seizure 16,000 Total 16,000 64103 Mileage Reimbursement 107 0 0 0 0 64206 Cellular and Paging 10,960 17,000 17,000 4,937 4,937 [Entity] Budget Detail Desc.Note Total [312] $411.40 x 12 months 4,937 Total 4,937 64401 Fleet Maintenance Charge 68,102 62,500 58,431 63,185 69,470 [Entity] Budget Detail Desc.Note Total [312] Annual Fleet Maintenance Charges 63,185 Total 63,185 64402 Equipment Replacement C 81,871 82,762 82,762 87,194 106,806 [Entity] Budget Detail Desc.Note Total [312] Annual Equipment Rental Charges 87,194 Total 87,194 64403 Washbay Charges 5,330 7,488 7,488 7,488 7,488 [Entity] Budget Detail Desc.Note Total [312] Annual Washbay Charges - 12 vehicles 7,488 Total 7,488 Section V, Page D - 14 312 Patrol Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64901 Advertising and Legal Noti 0 500 500 500 500 [Entity] Budget Detail Desc.Note Total [312] New Officer Recruitment Pamphlets 500 Total 500 64904 Operating Fees, Assessm 256,491 291,371 291,371 307,544 316,248 [Entity] Budget Detail Desc.Note Total [312] Crime Stoppers 500 [312] Clancy 3,120 [312] Detox Facility 19,567 [312] Boarding Prisoners 750 [312] 800 MHz System Fee 33,642 [312] Vail Dispatch Services 238,025 [312] Raids On Line, Evidence On Q, Livescan 3,800 [312] AED Concierge Program 720 [312] E-Ticketing $400 handsets maint fee x 6, $1000 interface maint fee for 3,400 [312] Body Camera Annual Fees; 13x180;5x300 4,020 Total 307,544 64000 Other Operating Costs 433,825 476,621 476,737 486,848 523,449 66402 Computers and Peripheral 0 2,200 2,200 1,900 950 [Entity] Budget Detail Desc.Note Total [312] Desktop Replacements - 2 @ $950 ea.Police Officers 1,900 Total 1,900 66405 Radios and Communicatio 0 6,670 6,670 19,374 10,000 [Entity] Budget Detail Desc.Note Total [312] Mobile Radios (2)10,000 [312] Body Cameras 16x399; 2x1495 docking stations 9,374 Total 19,374 66000 Capital Outlay 0 8,870 8,870 21,274 10,950 60000T Total Expenditures & O 1,914,017 1,964,620 1,964,736 2,155,027 2,269,465 Section V, Page D - 15 312 Patrol Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 62,378 133,889 133,889 145,470 155,188 61106 Paid out Leave 0 1,309 1,309 1,401 1,512 61151 Overtime Wages 5,001 9,000 9,000 12,000 15,000 61301 FT Pension 6,749 14,780 14,780 16,056 17,131 61304 Employee Assistance Prog 24 48 48 49 48 61401 FICA/Medicare 957 2,091 2,091 2,304 2,490 61501 Group Health and Life Insu 12,317 33,308 33,308 36,904 38,891 61505 Long-term Disability Insura 1,523 3,459 3,459 3,759 4,010 61507 Dental Insurance 1,047 2,879 2,879 3,209 3,393 61509 Worker's Compensation 2,222 4,869 4,869 5,290 5,644 61510 Unemployment Insurance 202 433 433 477 515 61000 Personnel Services 92,420 206,065 206,065 226,918 243,823 62101 Police Operating and Field 540 2,500 2,500 1,700 2,500 62401 Gasoline 2,263 1,264 1,264 1,264 1,264 62805 Clothing and Uniforms 496 400 400 1,200 1,200 62806 Safety Materials and Suppl 0 200 200 200 200 62807 Consumable Tools/Small 137 250 250 150 250 62902 Audio/Visual Supplies 0 200 200 100 200 62000 Commodities 3,437 4,814 4,814 4,614 5,614 63301 Medical Services and Exa 2,490 600 600 1,200 1,200 63000 Purchased and Contract 2,490 600 600 1,200 1,200 64206 Cellular and Paging 265 1,200 1,200 665 665 64401 Fleet Maintenance Charge 4,622 3,000 2,805 2,985 3,282 64402 Equipment Replacement C 5,244 4,427 4,427 5,443 5,443 64403 Washbay Charges 490 1,248 1,248 1,248 1,248 64000 Other Operating Costs 10,620 9,875 9,680 10,341 10,638 66402 Computers and Peripheral 0 0 0 0 1,900 66000 Capital Outlay 0 0 0 0 1,900 60000T Total Expenditures & O 108,967 221,354 221,159 243,073 263,175 Section V, Page D - 16 313 Investigation Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 62,378 133,889 133,889 145,470 155,188 61106 Paid out Leave 0 1,309 1,309 1,401 1,512 61151 Overtime Wages 5,001 9,000 9,000 12,000 15,000 [Entity] Budget Detail Desc.Note Total [313] Investigator's Overtime 12,000 Total 12,000 61301 FT Pension 6,749 14,780 14,780 16,056 17,131 61304 Employee Assistance Prog 24 48 48 49 48 61401 FICA/Medicare 957 2,091 2,091 2,304 2,490 61501 Group Health and Life Insu 12,317 33,308 33,308 36,904 38,891 61505 Long-term Disability Insura 1,523 3,459 3,459 3,759 4,010 61507 Dental Insurance 1,047 2,879 2,879 3,209 3,393 61509 Worker's Compensation 2,222 4,869 4,869 5,290 5,644 61510 Unemployment Insurance 202 433 433 477 515 61000 Personnel Services 92,420 206,065 206,065 226,918 243,823 62101 Police Operating and Field 540 2,500 2,500 1,700 2,500 [Entity] Budget Detail Desc.Note Total [313] DUI Blood Storage Refrigerator Equipment, Investigative Supplies 1,700 Total 1,700 62401 Gasoline 2,263 1,264 1,264 1,264 1,264 [Entity] Budget Detail Desc.Note Total [313] Gasoline for Vehicle 1,264 Total 1,264 62805 Clothing and Uniforms 496 400 400 1,200 1,200 [Entity] Budget Detail Desc.Note Total [313] Miscellaneous Uniforms 1,200 Total 1,200 62806 Safety Materials and Suppl 0 200 200 200 200 [Entity] Budget Detail Desc.Note Total [313] Gloves, PPE, Decontamination Wipes 200 Total 200 62807 Consumable Tools/Small 137 250 250 150 250 [Entity] Budget Detail Desc.Note Total [313] Miscellaneous 150 Total 150 Section V, Page D - 17 313 Investigation Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62902 Audio/Visual Supplies 0 200 200 100 200 [Entity] Budget Detail Desc.Note Total [313] Video and Audio for Court 100 Total 100 62000 Commodities 3,437 4,814 4,814 4,614 5,614 63301 Medical Services and Exa 2,490 600 600 1,200 1,200 [Entity] Budget Detail Desc.Note Total [313] Sex Assault Medical Services 1,200 Total 1,200 63000 Purchased and Contract 2,490 600 600 1,200 1,200 64206 Cellular and Paging 265 1,200 1,200 665 665 [Entity] Budget Detail Desc.Note Total [313] $55.45 x 12 months 665 Total 665 64401 Fleet Maintenance Charge 4,622 3,000 2,805 2,985 3,282 [Entity] Budget Detail Desc.Note Total [313] Annual Fleet Maintenance Charges 2,985 Total 2,985 64402 Equipment Replacement C 5,244 4,427 4,427 5,443 5,443 [Entity] Budget Detail Desc.Note Total [313] Annual Equipment Rental Charges 5,443 Total 5,443 64403 Washbay Charges 490 1,248 1,248 1,248 1,248 [Entity] Budget Detail Desc.Note Total [313] Annual Washbay Charges - 2 Vehicles 1,248 Total 1,248 64000 Other Operating Costs 10,620 9,875 9,680 10,341 10,638 66402 Computers and Peripheral 0 0 0 0 1,900 66000 Capital Outlay 0 0 0 0 1,900 Section V, Page D - 18 313 Investigation Town of Avon Line Item Detail 60000T Total Expenditures & O 108,967 221,354 221,159 243,073 263,175 Section V, Page D - 19 313 Investigation Town of Avon Line Item Detail Section V, Page E-1 Fund: General Dept: Road and Bridge Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 514,256$ 535,611$ 492,166$ 547,302$ 569,145$ Commodities 154,734 194,944 194,944 231,283 217,289 Contract Services 211,737 250,767 250,767 316,370 305,888 Other Operating Costs 339,924 393,994 361,515 377,421 390,541 Total Debt Service 121,826 - - - - Capital Outlay 23,959 2,200 2,200 950 2,200 Total 1,366,436$ 1,377,516$ 1,301,592$ 1,473,326$ 1,485,063$ Department Expenditures by Program Roads and Bridges 1,366,436$ 1,377,516$ 1,301,592$ 1,473,326$ 1,485,063$ Total 1,366,436$ 1,377,516$ 1,301,592$ 1,473,326$ 1,485,063$ Authorized Positions Road and Bridge Superintendent 1 1 1 1 1 Maintenance Supervisor 1 1 0 0 0 Operator II 0 0 1 1 1 Operator I 5 5 4 4 4 Total 7 7 6 6 6 1. Developed prioritized work plan for the year. 2. Accomplished complete clean-up of Town core and Metcalf Road cinders. 3. Completed Phase 1 Post Boulevard clean-up. 4. Completed Segment 2 of Ditch Maintenance in-house, saving the Town $80,000 in contract labor. 5. Developed new snowplow schedule to reduce overtime, maximize CDL scheduling and increase service 6. Provided traffic control for major project work and produced new street signs. Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2014 MAJOR ACCOMPLISHMENTS The Road and Bridge Department is responsible for maintenance of over 60 lane miles of streets and roads, six bridges, two railraod overpasses, eight miles of sidewalk and the Town's major storm water infrastructure. The Department is managed on a day-to-day basis by the Road and Bridge Superintendent, who reports directly to the Town Manager. The Superintendent spends approximately 75% in general department administration, including developing work plans and work supervision. Right-of-way and snow removal permit administration and inspection of permits takes 20% of the position's time, with the balance working in the field. Section V, Page E-2 Estimated Personnel Time:95% Estimated Nonpersonnel Costs:-$ Total Activity Cost:114,674$ Performance Metric(s):Internal Survey Estimated Personnel Time:30% Estimated Nonpersonnel Costs:277,807$ Total Activity Cost:407,595$ Performance Metric(s):Cost per lane mile Community Survey Estimated Personnel Time:17% Estimated Nonpersonnel Costs:157,424$ Total Activity Cost:230,971$ Performance Metric(s):Cost per linear foot Estimated Personnel Time:50% Estimated Nonpersonnel Costs:463,012$ Total Activity Cost:679,326$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:3% Estimated Nonpersonnel Costs:27,781$ Total Activity Cost:40,760$ Performance Metric(s):95% working lights at all times PROGRAM ACTIVITIES AND OPERATIONS Administration: Includes management of ROW permit program, including inspections of construction sites, utility projects, budgetary planning and approval of travel, training and conferences. Manages contract work, locate requests and oversight of snow plow schedules and service levels and summer work programs, including ditch maintenance and noxious weed program. Snow Removal Operations: Snow and ice removal on all streets, roads and bridges, including traffic enforcement, education, traffic crash investigations and crime prevention/community outreach. Ditch Maintenance: Maintenance of the Town's major storm water system, includes traffic control and cleaning of ditches and hauling of waste. General Road Maintenance: Work includes guardrail repair, utility locates, Special Event assistance, street sweeping, including cinder pick-up, street striping, sign production and maintenance, banner placement,and weed control. Street Light Maintenance: Includes contracts for outside electrical firms and materials for maintenance of the Town's exterior street lights and interior building lights. Personnel, other than 2% for Road and Bridge Supervisor is in the Parks and Recreation Budget. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 307,930 309,736 285,699 318,268 330,613 61106 Paid out Leave 7,023 8,099 7,753 3,040 3,263 61151 Overtime Wages 22,231 24,000 24,000 36,000 36,000 61301 FT Pension 33,972 34,962 32,280 35,344 36,726 61304 Employee Assistance Prog 160 157 141 146 145 61401 FICA/Medicare 4,736 4,957 4,603 5,181 5,363 61501 Group Health and Life Insu 108,021 121,960 108,753 117,547 123,849 61505 Long-term Disability Insura 2,616 2,663 2,437 2,645 2,735 61507 Dental Insurance 9,193 11,000 9,781 10,494 11,094 61509 Worker's Compensation 17,363 17,053 15,767 17,564 18,246 61510 Unemployment Insurance 1,011 1,026 952 1,072 1,110 61000 Personnel Services 514,256 535,611 492,166 547,302 569,145 62201 Street Repair and Mainten 9,234 18,500 18,500 18,500 18,500 62202 Sand and Gravel 44,931 48,000 48,000 48,000 48,000 62203 Street Sign Materials and 9,938 25,400 25,400 25,750 25,750 62205 Plumbing and Electrical Su 13,973 15,072 15,072 46,007 35,987 62305 Chemicals 16,652 22,500 22,500 26,564 22,500 62401 Gasoline 9,141 8,927 8,927 8,927 8,927 62402 Diesel 40,915 40,000 40,000 40,800 40,800 62801 Employee Recognition Exp 0 140 140 300 300 62802 Food and Beverages 958 1,605 1,605 1,605 1,605 62804 Training Supplies 0 200 200 200 200 62805 Clothing and Uniforms 2,392 3,200 3,200 3,180 3,280 62806 Safety Materials and Suppl 1,275 1,700 1,700 1,550 1,700 62807 Consumable Tools/Small 3,731 8,000 8,000 8,100 7,940 62899 Other Miscellaneous Oper 929 1,000 1,000 1,000 1,000 62999 Office Supplies and Materi 666 700 700 800 800 62000 Commodities 154,734 194,944 194,944 231,283 217,289 63301 Medical Services and Exa 0 1,000 1,000 1,000 1,000 63502 R&M - Streets 82,013 93,000 93,000 105,000 106,000 63504 R&M - Office Equipment a 41 1,000 1,000 1,000 1,000 63506 R&M - Radios and Commu 7,878 8,450 8,450 10,152 9,670 63603 Rentals - Office Equipment 1,757 1,917 1,917 1,918 1,918 63608 Rentals - Machinery and E 0 500 500 500 500 63999 Other Purchased and Cont 120,048 144,900 144,900 196,800 185,800 63000 Purchased and Contract 211,737 250,767 250,767 316,370 305,888 64101 Travel and Conference 461 7,700 7,700 12,200 11,400 64102 Dues, Licenses and Memb 384 338 338 438 438 64201 Telephone & Long-distanc 1,183 1,300 1,300 725 1,300 64203 Electric 33,864 41,800 41,800 41,800 41,800 64206 Cellular and Paging 5,077 1,488 1,488 1,302 1,302 64301 Postage and Delivery 21 150 150 50 150 64401 Fleet Maintenance Charge 180,716 208,200 171,840 185,825 204,302 64402 Equipment Replacement C 75,932 86,254 86,254 86,700 79,965 64403 Washbay Charges 7,472 10,764 10,764 10,764 10,764 64902 Financial Support, Donatio 29,454 36,000 36,000 37,617 39,120 64906 Insurance Deductibles 5,360 0 0 0 0 64907 Paid Claims 0 0 3,881 0 0 Section V, Page E - 3 413 Roads and Bridges Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64000 Other Operating Costs 339,924 393,994 361,515 377,421 390,541 65201 Capital Lease Payments 121,826 0 0 0 0 65000 Debt Services 121,826 0 0 0 0 66402 Computers and Peripheral 0 2,200 2,200 950 2,200 66499 Other Machinery and Equi 23,959 0 0 0 0 66000 Capital Outlay 23,959 2,200 2,200 950 2,200 60000T Total Expenditures & O 1,366,436 1,377,516 1,301,592 1,473,326 1,485,063 Section V, Page E - 4 413 Roads and Bridges Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 307,930 309,736 285,699 318,268 330,613 61106 Paid out Leave 7,023 8,099 7,753 3,040 3,263 61151 Overtime Wages 22,231 24,000 24,000 36,000 36,000 [Entity] Budget Detail Desc.Note Total [413] Ovetime wages park staff working for R/B in winter time 36,000 Total 36,000 61301 FT Pension 33,972 34,962 32,280 35,344 36,726 61304 Employee Assistance Prog 160 157 141 146 145 61401 FICA/Medicare 4,736 4,957 4,603 5,181 5,363 61501 Group Health and Life Insu 108,021 121,960 108,753 117,547 123,849 61505 Long-term Disability Insura 2,616 2,663 2,437 2,645 2,735 61507 Dental Insurance 9,193 11,000 9,781 10,494 11,094 61509 Worker's Compensation 17,363 17,053 15,767 17,564 18,246 61510 Unemployment Insurance 1,011 1,026 952 1,072 1,110 61000 Personnel Services 514,256 535,611 492,166 547,302 569,145 62201 Street Repair and Mainten 9,234 18,500 18,500 18,500 18,500 [Entity] Budget Detail Desc.Note Total [413] Pre Mark Striping 3,500 [413] Replenish Guardrail Material 5,000 [413] Asphalt/Cold Patch 3,000 [413] Brick Sealer-Crosswalks 5,000 [413] Street Paint 2,000 Total 18,500 62202 Sand and Gravel 44,931 48,000 48,000 48,000 48,000 [Entity] Budget Detail Desc.Note Total [413] Cinders 42,000 [413] Shoulder Material 6,000 Total 48,000 62203 Street Sign Materials and 9,938 25,400 25,400 25,750 25,750 [Entity] Budget Detail Desc.Note Total [413] Wood Posts 100 @ $70 Price has gone up in 2014 7,000 [413] Sign Materials 6,600 [413] Construction Signs (Vil)500 [413] Replenish Cones and Barrels 1,500 [413] Stains, Paints, Brushes 750 [413] Steel Posts 17@ 200 3,400 [413] Delineators, Reflectors 6,000 Total 25,750 62205 Plumbing and Electrical Su 13,973 15,072 15,072 46,007 35,987 [Entity] Budget Detail Desc.Note Total [413] 40' Light Poles 2 @ $3500 each 7,000 [413] Path lights 3 @ $1337 each/lot 5 fixture 4,011 [413] Hardware Added Village at Avon lights 4,240 Section V, Page E - 5 413 Roads and Bridges Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [413] Bulbs Added Village at Avon 2,860 [413] Ballasts Added Village at Avon 7,000 [413] Avon Road Light Poles (Single) $2322 each x 2 Added new light poles 4,644 [413] Avon Road Light Poles (Double) $3116 each x 2 Added new llight poles 6,232 [413] Fixture Heads @ $1670 each Fixture heads for 6 light poles that are in stock without fixture 10,020 Total 46,007 62305 Chemicals 16,652 22,500 22,500 26,564 22,500 [Entity] Budget Detail Desc.Note Total [413] Ice Slicer 21,000 [413] Neutralizer 500 [413] Weed Killer 1,000 [413] Neutro Wash/Lubra Seal chemicals to wash equipment and sanding units 4,064 Total 26,564 62401 Gasoline 9,141 8,927 8,927 8,927 8,927 [Entity] Budget Detail Desc.Note Total [413] Unleaded Fuel 8,927 Total 8,927 62402 Diesel 40,915 40,000 40,000 40,800 40,800 [Entity] Budget Detail Desc.Note Total [413] Diesel Fuel Price up 2%40,800 Total 40,800 62801 Employee Recognition Exp 0 140 140 300 300 [Entity] Budget Detail Desc.Note Total [413] Employee Recognition $20 x 15 Park Staff working for R/B 6 months 300 Total 300 62802 Food and Beverages 958 1,605 1,605 1,605 1,605 [Entity] Budget Detail Desc.Note Total [413] Food and Beverage Lunch Winter In-Service Meeting, End of Season 855 [413] Coffee Service 750 Total 1,605 62804 Training Supplies 0 200 200 200 200 [Entity] Budget Detail Desc.Note Total [413] Video Rental, Safety handouts 200 Total 200 Section V, Page E - 6 413 Roads and Bridges Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62805 Clothing and Uniforms 2,392 3,200 3,200 3,180 3,280 [Entity] Budget Detail Desc.Note Total [413] Uniforms, Hats, Shirts 7 @ $100 each plus $100 set up fee additional cost of $100, set up fee for new logo 800 [413] 7 Bibs @ $150 each 7 x $135 each plus $15 each for set up fee for new logo 1,050 [413] 7 Coats @ $190 each 7 x $175 each plus $15 each for set up fee of new logo 1,330 Total 3,180 62806 Safety Materials and Suppl 1,275 1,700 1,700 1,550 1,700 [Entity] Budget Detail Desc.Note Total [413] First Aid Supplies 300 [413] Barricade Lights 200 [413] Personal Protective Equipment 7 @ $150 1,050 Total 1,550 62807 Consumable Tools/Small 3,731 8,000 8,000 8,100 7,940 [Entity] Budget Detail Desc.Note Total [413] Miscellaneous Hardware 1,000 [413] 2 Power Brooms 1,600 [413] Air Tools 1,200 [413] Hand Carry Portable Generator 1,000 [413] Hand Tools 800 [413] Asphalt Tools 500 [413] Electrical Field Tools 2,000 Total 8,100 62899 Other Miscellaneous Oper 929 1,000 1,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [413] Miscellaneous Hardware 600 [413] Bracket Hardware 400 Total 1,000 62999 Office Supplies and Materi 666 700 700 800 800 [Entity] Budget Detail Desc.Note Total [413] Printer, Copier, Flyers and Supplies Park staff working with R/B for 6 mo. 800 Total 800 62000 Commodities 154,734 194,944 194,944 231,283 217,289 63301 Medical Services and Exa 0 1,000 1,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [413] DOT Physicals 300 [413] Random Drug 350 [413] Random Alcohol 350 Total 1,000 Section V, Page E - 7 413 Roads and Bridges Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63502 R&M - Streets 82,013 93,000 93,000 105,000 106,000 [Entity] Budget Detail Desc.Note Total [413] Crackfill Maintenance 24,000 [413] Guard Rail Repair 9,000 [413] Crosswalk Brick Repair East Benchmark Road 4 crosswalks @ $5000 Each 20,000 [413] Storm Water Sewer Maintenance 15,000 [413] Infra Red Patch 17,000 [413] Misc. Patch (potholes, sinkholes 20,000 Total 105,000 63504 R&M - Office Equipment a 41 1,000 1,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [413] Copier Maintenance 1,000 Total 1,000 63506 R&M - Radios and Commu 7,878 8,450 8,450 10,152 9,670 [Entity] Budget Detail Desc.Note Total [413] 800 MHZ Radio Service 3,950 [413] 800 MHZ Radio Replacement/Breakdown 3,500 [413] Batteries added 3 UHF Batteries @ $68 each 704 [413] Repairs 500 [413] UHF Radio Replacement/Breakdown 2 x $749 each 1,498 Total 10,152 63603 Rentals - Office Equipment 1,757 1,917 1,917 1,918 1,918 [Entity] Budget Detail Desc.Note Total [413] 1/2 Copier Lease ($319.57 x 12)1,918 Total 1,918 63608 Rentals - Machinery and E 0 500 500 500 500 [Entity] Budget Detail Desc.Note Total [413] Misc. Equipment Rentals 500 Total 500 63999 Other Purchased and Cont 120,048 144,900 144,900 196,800 185,800 [Entity] Budget Detail Desc.Note Total [413] Ditch Maintenance (Emergency Repair)15,000 [413] Electrical Outsourcing 12,000 [413] Snow Removal Hauling predicting more snowfall 40,000 [413] Snow Removal/Handwork Added Village at Avon 10,000 [413] Street Striping 42,000 [413] Sidewalk Repairs Added Village at Avon 16,000 [413] Trash, Landfill (includes clean up work)9,500 [413] Vandalism 3,500 [413] UNCC Charges (Locates, Tier 1)more construction projects 4,000 [413] Paint RR Bridge Walls/rails 6,800 [413] Weed Mitigation 20,000 [413] Paint Streetscape Lights Added Village at Avon 7,000 Section V, Page E - 8 413 Roads and Bridges Town of Avon Line Item Detail [413] Sedimentation Ponds Sedimentation ponds on Nottingham Road 6,000 [Entity] Budget Detail Desc.Note Total [413] Apres Avon Snow Removal contract snow removal for Apres Avon 5,000 Total 196,800 63000 Purchased and Contract 211,737 250,767 250,767 316,370 305,888 64101 Travel and Conference 461 7,700 7,700 12,200 11,400 [Entity] Budget Detail Desc.Note Total [413] Supervisor Training 800 [413] Equipment Operator Certification Cost of class has increased 9,000 [413] LTAP/APWA Training 2,400 Total 12,200 64102 Dues, Licenses and Memb 384 338 338 438 438 [Entity] Budget Detail Desc.Note Total [413] APWA 238 [413] CO Weed Association 100 [413] Consolidated Communication Netwrok of Colorado 100 Total 438 64201 Telephone & Long-distanc 1,183 1,300 1,300 725 1,300 [Entity] Budget Detail Desc.Note Total [413] PW Fax, Fire Alarm, Long Distance 725 Total 725 64203 Electric 33,864 41,800 41,800 41,800 41,800 [Entity] Budget Detail Desc.Note Total [413] WBCB street lights 2,000 [413] I-70 Sign 1,550 [413] Christmas Lights #1 3,350 [413] Christmas Lights #2 2,820 [413] Street Lights - Avon Road 2,700 [413] Path Lights - Avon Road 2,700 [413] Path Outlets 7,700 [413] Recreation Center Parking Lot 2,600 [413] Riverfront Drive 1,600 [413] Benchmark Road Street LIghts 1,920 [413] Avon Elementary 1,160 [413] Village Street Lights 2,700 [413] Village Earth Lights 2,700 [413] Hurd Lane Street Lights 1,700 [413] West Beaver Creek Blvd. Path Lights 2,600 [413] Chapel Place Path Lights 2,000 Total 41,800 Section V, Page E - 9 413 Roads and Bridges Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64206 Cellular and Paging 5,077 1,488 1,488 1,302 1,302 [Entity] Budget Detail Desc.Note Total [413] $108.48 x 12 months 1,302 Total 1,302 64301 Postage and Delivery 21 150 150 50 150 [Entity] Budget Detail Desc.Note Total [413] Postage 50 Total 50 64401 Fleet Maintenance Charge 180,716 208,200 171,840 185,825 204,302 [Entity] Budget Detail Desc.Note Total [413] Annual Fleet Maintenance Charges 185,825 Total 185,825 64402 Equipment Replacement C 75,932 86,254 86,254 86,700 79,965 64403 Washbay Charges 7,472 10,764 10,764 10,764 10,764 [Entity] Budget Detail Desc.Note Total [413] Annual Washbay Charges - 11 vehicles/equipment 10,764 Total 10,764 64902 Financial Support, Donatio 29,454 36,000 36,000 37,617 39,120 [Entity] Budget Detail Desc.Note Total [413] Westin Riverfront Public Plaza 37,617 Total 37,617 64906 Insurance Deductibles 5,360 0 0 0 0 64907 Paid Claims 0 0 3,881 0 0 64000 Other Operating Costs 339,924 393,994 361,515 377,421 390,541 65201 Capital Lease Payments 121,826 0 0 0 0 65000 Debt Services 121,826 0 0 0 0 66402 Computers and Peripheral 0 2,200 2,200 950 2,200 [Entity] Budget Detail Desc.Note Total [413] Desktop Replacements - Operator II 950 Total 950 66499 Other Machinery and Equi 23,959 0 0 0 0 66000 Capital Outlay 23,959 2,200 2,200 950 2,200 60000T Total Expenditures & O 1,366,436 1,377,516 1,301,592 1,473,326 1,485,063 Section V, Page E - 10 413 Roads and Bridges Town of Avon Line Item Detail Section V, Page F-1 Fund: General Dept: Engineering Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 189,794$ 196,471$ 196,471$ 486,163$ 512,822$ Commodities 2,322 3,690 3,690 94,779 72,478 Contract Services 7,528 8,200 8,200 510,322 506,422 Other Operating Costs 5,684 9,147 9,147 412,021 417,758 Capital Outlay - 2,200 2,200 28,950 1,900 Total 205,328$ 219,708$ 219,708$ 1,532,235$ 1,511,380$ Department Expenditures by Program Engineering 205,328$ 219,708$ 219,708$ 478,850$ 485,055$ Buildings and Facilities - - - 1,053,385 1,026,325 Total 205,328$ 219,708$ 219,708$ 1,532,235$ 1,511,380$ Authorized Positions Town Engineer 1 1 1 1 1 Project Engineer 0 0 0 1 1 Engineer II 1 1 1 0 0 Town Electrician 1 1 1 1 1 Building Technician II 1 1 1 1 1 Building Technician I 1 1 1 1 1 Total 5 5 5 5 5 1. Successful completion of the Avon Road Overlay Project. 2. Construction of the Pedestrian Mall Improvement Project and Post Blvd lanscape improvements. 3. Construction of Phase 2 and 3 of the Regional Trail. 4. Completed other capital projects, including Beaver Creek Point parking lot and Stone bridge deck repair. 2014 MAJOR ACCOMPLISHMENTS Budget Summary ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY DEPARTMENT OVERVIEW The Engineering Department provides and maintains public infrastructure, such as roads, drainage ways, and town facilities in a safe and well-designed manner. The Town's Buildings and Facilities maintenance is directed by the Town Engineer. Department work includes the planning and managing construction of Town capital improvement projects, review of proposed construction documents, and assists in the planning for infrastructure needed to meet growth and development. The Engineering Department also supports other Town departments by providing technical review, project management and other support, as requested. The Engineering Department is administered by the Town Engineer who spends approximately 15% on general department administration, 25% managing the Water Fund, 15% on development review and subdivision and the remaining 45% on the Capital Improvement Program. The Engineer II spends the majority of the time on managing capital projects and assists with development review. Section V, Page F-2 Fund: General Dept: Engineering Budget Summary Estimated Personnel Time:85% Estimated Nonpersonnel Costs:9,781$ Total Activity Cost:197,073$ Performance Metric(s):Construction on time and on budget Estimated Personnel Time:15% Estimated Nonpersonnel Costs:1,726$ Total Activity Cost:34,778$ Performance Metric(s):Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:1,034,565$ Total Activity Cost:1,300,385$ Performance Metric(s):Internal Survey Response Time Complaints PROGRAM ACTIVITIES AND OPERATIONS Capital Improvement Program: The Engineering Department implements the Capital Improvement Program by procuring engineering and architecture firms to design identified projects, preparing the contract documents, advertising and bidding out the projects, selecting the contractor and managing the projects through construction and warranty. Subdivision and Development Review: Assisting the Community Development Department with the review of all development applications, the Engineering Department ensures conformance with the Town’s adopted design guidelines, codes and standards. Buildings and Facilities: The Buildings Division is responsible for the maintenance, repair, and electrical and needs of town buildings and assets. The Division critically reviews what can be done in-house and what should be contracted, utilizing outside resources when the Town lacks the personnel or specialized expertise or equipment for timely maintenance. The Building Division employs two (2) full-time Building Technicians. Salary to operational budget ratio is 29%, with the Division dividing its time between building maintenance and repair (60%), 20% custodial and 20% on administrative duties. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 147,836 150,812 150,812 163,707 171,514 61106 Paid out Leave 0 1,475 1,475 1,566 1,617 61201 Automobile Allowance 2,700 2,700 2,700 2,750 2,732 61301 FT Pension 16,159 16,752 16,752 18,180 19,044 61304 Employee Assistance Prog 42 42 42 43 42 61401 FICA/Medicare 2,215 2,247 2,247 2,436 2,550 61501 Group Health and Life Insu 16,174 17,435 17,435 19,263 20,281 61505 Long-term Disability Insura 869 870 870 870 870 61507 Dental Insurance 1,318 1,319 1,319 1,469 1,556 61509 Worker's Compensation 2,035 2,355 2,355 2,556 2,678 61510 Unemployment Insurance 444 465 465 504 528 61000 Personnel Services 189,793 196,471 196,471 213,343 223,413 62401 Gasoline 663 600 600 600 600 62801 Employee Recognition Exp 0 40 40 60 60 62802 Food and Beverages 568 250 250 250 250 62807 Consumable Tools/Small 0 250 250 250 250 62899 Other Miscellaneous Oper 214 750 750 0 0 62901 Duplicating Supplies 0 300 300 1,265 1,300 62904 Software 179 500 500 200 200 62905 Books and Periodicals 310 250 250 250 250 62999 Office Supplies and Materi 389 750 750 750 750 62000 Commodities 2,322 3,690 3,690 3,625 3,660 63199 Other Professional Service 6,000 6,000 6,000 6,000 6,000 63203 Printing and Reproduction 945 1,200 1,200 500 0 63504 R&M - Office Equipment a 583 1,000 1,000 500 0 63999 Other Purchased and Cont 0 0 0 247,000 244,100 63000 Purchased and Contract 7,528 8,200 8,200 254,000 250,100 64101 Travel and Conference 195 3,500 3,500 3,500 3,500 64102 Dues, Licenses and Memb 592 500 500 500 500 64206 Cellular and Paging 1,641 1,260 1,260 1,243 1,243 64301 Postage and Delivery 50 100 100 100 100 64402 Equipment Replacement C 2,539 2,539 2,539 2,539 2,539 64403 Washbay Charges 667 1,248 1,248 0 0 64000 Other Operating Costs 5,684 9,147 9,147 7,882 7,882 66402 Computers and Peripheral 0 2,200 2,200 0 0 66000 Capital Outlay 0 2,200 2,200 0 0 60000T Total Expenditures & O 205,328 219,708 219,708 478,850 485,055 Section V, Page F - 3 412 Engineering Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 147,836 150,812 150,812 163,707 171,514 61106 Paid out Leave 0 1,475 1,475 1,566 1,617 61201 Automobile Allowance 2,700 2,700 2,700 2,750 2,732 61301 FT Pension 16,159 16,752 16,752 18,180 19,044 61304 Employee Assistance Prog 42 42 42 43 42 61401 FICA/Medicare 2,215 2,247 2,247 2,436 2,550 61501 Group Health and Life Insu 16,174 17,435 17,435 19,263 20,281 61505 Long-term Disability Insura 869 870 870 870 870 61507 Dental Insurance 1,318 1,319 1,319 1,469 1,556 61509 Worker's Compensation 2,035 2,355 2,355 2,556 2,678 61510 Unemployment Insurance 444 465 465 504 528 61000 Personnel Services 189,793 196,471 196,471 213,343 223,413 62401 Gasoline 663 600 600 600 600 [Entity] Budget Detail Desc.Note Total [412] Gasoline for Engineering Truck 600 Total 600 62801 Employee Recognition Exp 0 40 40 60 60 [Entity] Budget Detail Desc.Note Total [412] Three Employees Recognition 60 Total 60 62802 Food and Beverages 568 250 250 250 250 [Entity] Budget Detail Desc.Note Total [412] Coffee and Food Supplys 250 Total 250 62807 Consumable Tools/Small 0 250 250 250 250 [Entity] Budget Detail Desc.Note Total [412] Field Measuring and Drafting Equipment 250 Total 250 62899 Other Miscellaneous Oper 214 750 750 0 0 62901 Duplicating Supplies 0 300 300 1,265 1,300 [Entity] Budget Detail Desc.Note Total [412] Large Format Copier Maintenance 1,265 Total 1,265 62904 Software 179 500 500 200 200 [Entity] Budget Detail Desc.Note Total [412] Auto Cad Subscription 200 Total 200 Section V, Page F - 4 412 Engineering Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62905 Books and Periodicals 310 250 250 250 250 [Entity] Budget Detail Desc.Note Total [412] Reference Materials 250 Total 250 62999 Office Supplies and Materi 389 750 750 750 750 [Entity] Budget Detail Desc.Note Total [412] Office Supplies 750 Total 750 62000 Commodities 2,322 3,690 3,690 3,625 3,660 63199 Other Professional Service 6,000 6,000 6,000 6,000 6,000 [Entity] Budget Detail Desc.Note Total [412] Annual Traffic Counts 6,000 Total 6,000 63203 Printing and Reproduction 945 1,200 1,200 500 0 [Entity] Budget Detail Desc.Note Total [412] Map and Document Printing 500 Total 500 63504 R&M - Office Equipment a 583 1,000 1,000 500 0 [Entity] Budget Detail Desc.Note Total [412] Printers, Plotters, etc.500 Total 500 63999 Other Purchased and Cont 0 0 0 247,000 244,100 [Entity] Budget Detail Desc.Note Total [412] New Facilities O & M 0 [412] Pavilion - Utilities 2,500 [412] Pavilion - Security 600 [412] Mall - Bronze Maintenance 4,500 [412] Mall - Utilties 2,000 [412] Town Hall - Utilities 3,600 [412] West Avon Preserve - Trail Maintenance $.50/foot 16,000 [412] West Avon Preserve - Noxious Weeds 10,000 [412] West Avon Preserve - Gate and Signage 800 [412] Village at Avon - Noxious Weeds 11,000 [412] Deferred Maintenance 0 [412] Avon Station - Concrete repair 50,000 [412] Westin RR - Concrete Repair 40,000 [412] Modular - Soffit Repair 2,000 [412] Rec Center - Concrete Entry Repair 1000sf@$25/ft 25,000 [412] Rec Center Lobby Refurbishment $25k, with bouldering wall $6k 31,000 Section V, Page F - 5 412 Engineering Town of Avon Line Item Detail [412] Rec Center - Slide Refurbishment $14K, with stairs $45K 39,000 [412] Fleet - Internal Bulding Lights 9,000 Total 247,000 63000 Purchased and Contract 7,528 8,200 8,200 254,000 250,100 64101 Travel and Conference 195 3,500 3,500 3,500 3,500 [Entity] Budget Detail Desc.Note Total [412] Professional Training Seminars 3,500 Total 3,500 64102 Dues, Licenses and Memb 592 500 500 500 500 [Entity] Budget Detail Desc.Note Total [412] ASCE, PE 500 Total 500 64206 Cellular and Paging 1,641 1,260 1,260 1,243 1,243 [Entity] Budget Detail Desc.Note Total [412] $103.62 x 12 months 1,243 Total 1,243 64301 Postage and Delivery 50 100 100 100 100 [Entity] Budget Detail Desc.Note Total [412] FedEx & UPS Charges 100 Total 100 64402 Equipment Replacement C 2,539 2,539 2,539 2,539 2,539 [Entity] Budget Detail Desc.Note Total [412] Annual Equipment Rental Charges 2,539 Total 2,539 64403 Washbay Charges 667 1,248 1,248 0 0 64000 Other Operating Costs 5,684 9,147 9,147 7,882 7,882 66402 Computers and Peripheral 0 2,200 2,200 0 0 66000 Capital Outlay 0 2,200 2,200 0 0 60000T Total Expenditures & O 205,328 219,708 219,708 478,850 485,055 Section V, Page F - 6 412 Engineering Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 0 0 170,590 181,482 61106 Paid out Leave 0 0 0 1,659 1,746 61151 Overtime Wages 0 0 0 1,200 1,200 61301 FT Pension 0 0 0 18,947 20,155 61304 Employee Assistance Prog 0 0 0 73 72 61401 FICA/Medicare 0 0 0 2,515 2,674 61501 Group Health and Life Insu 0 0 0 66,119 69,707 61505 Long-term Disability Insura 0 0 0 1,390 1,436 61507 Dental Insurance 0 0 0 6,116 6,462 61509 Worker's Compensation 0 0 0 3,689 3,920 61510 Unemployment Insurance 0 0 0 520 553 61000 Personnel Services 0 0 0 272,820 289,409 62204 Construction, Maintenance 0 0 0 7,200 7,200 62205 Plumbing and Electrical Su 0 0 0 9,155 9,155 62207 Electrical 0 0 0 7,307 7,307 62208 Mechanical - HVAC 0 0 0 2,770 2,770 62209 Mechanical - Other 0 0 0 10,000 10,000 62401 Gasoline 0 0 0 3,160 3,160 62402 Diesel 0 0 0 1,136 1,136 62803 Janitorial, Custodial and Cl 0 0 0 20,000 20,000 62805 Clothing and Uniforms 0 0 0 2,200 2,200 62806 Safety Materials and Suppl 0 0 0 1,540 1,540 62807 Consumable Tools/Small 0 0 0 24,636 2,300 62899 Other Miscellaneous Oper 0 0 0 2,050 2,050 62000 Commodities 0 0 0 91,154 68,818 63104 Engineering Services 0 0 0 4,000 4,000 63304 Computer Services and Su 0 0 0 4,302 4,302 63306 Security Services 0 0 0 11,018 11,018 63501 R&M - Buildings and Facilit 0 0 0 48,405 48,405 63507 R&M - Machinery and Equi 0 0 0 5,600 5,600 63549 R&M - Other Specialized E 0 0 0 10,254 10,254 63551 Laundry and Cleaning Ser 0 0 0 5,688 5,688 63599 Other Maintenance Servic 0 0 0 151,555 151,555 63699 Other Miscellaneous Rent 0 0 0 500 500 63999 Other Purchased and Cont 0 0 0 15,000 15,000 63000 Purchased and Contract 0 0 0 256,322 256,322 64101 Travel and Conference 0 0 0 3,300 3,300 64102 Dues, Licenses and Memb 0 0 0 4,109 4,109 64201 Telephone & Long-distanc 0 0 0 2,250 2,250 64202 Gas 0 0 0 48,880 48,880 64203 Electric 0 0 0 201,882 201,882 64204 Water and Sanitation 0 0 0 37,000 37,000 64205 Trash Collection and Recy 0 0 0 13,922 13,922 64206 Cellular and Paging 0 0 0 346 346 64401 Fleet Maintenance Charge 0 0 0 7,411 8,148 64402 Equipment Replacement C 0 0 0 83,167 88,167 64403 Washbay Charges 0 0 0 1,872 1,872 Section V, Page F - 7 418 Buildings & Facilities Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64000 Other Operating Costs 0 0 0 404,139 409,876 66402 Computers and Peripheral 0 0 0 950 1,900 66501 Automobiles and Light Dut 0 0 0 28,000 0 66000 Capital Outlay 0 0 0 28,950 1,900 60000T Total Expenditures & O 0 0 0 1,053,385 1,026,325 Section V, Page F - 8 418 Buildings & Facilities Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 0 0 170,590 181,482 61106 Paid out Leave 0 0 0 1,659 1,746 61151 Overtime Wages 0 0 0 1,200 1,200 61301 FT Pension 0 0 0 18,947 20,155 61304 Employee Assistance Prog 0 0 0 73 72 61401 FICA/Medicare 0 0 0 2,515 2,674 61501 Group Health and Life Insu 0 0 0 66,119 69,707 61505 Long-term Disability Insura 0 0 0 1,390 1,436 61507 Dental Insurance 0 0 0 6,116 6,462 61509 Worker's Compensation 0 0 0 3,689 3,920 61510 Unemployment Insurance 0 0 0 520 553 61000 Personnel Services 0 0 0 272,820 289,409 62204 Construction, Maintenance 0 0 0 7,200 7,200 [Entity] Budget Detail Desc.Note Total [418] additional funding for hazmat storage units 2 @ 600 1,200 [418] shelving for electric and building storage 800 [418] Hardware 500 [418] Paint 1,000 [418] Brushes, Rollers 700 [418] Drywall 1,000 [418] Lumber 2,000 Total 7,200 62205 Plumbing and Electrical Su 0 0 0 9,155 9,155 [Entity] Budget Detail Desc.Note Total [418] Replacement Parts and Equipment 9,155 Total 9,155 62207 Electrical 0 0 0 7,307 7,307 [Entity] Budget Detail Desc.Note Total [418] 30% increase to meet demand 1,686 [418] Contactors 2,500 [418] Light Bulbs 1,000 [418] Wire, Conduit 2,121 Total 7,307 62208 Mechanical - HVAC 0 0 0 2,770 2,770 [Entity] Budget Detail Desc.Note Total [418] Replacement Parts, Filters, Glycol 2,770 Total 2,770 62209 Mechanical - Other 0 0 0 10,000 10,000 [Entity] Budget Detail Desc.Note Total [418] Boiler Parts 1,000 [418] Motors 3,000 [418] Pumps 6,000 Total 10,000 Section V, Page F - 9 418 Buildings & Facilities Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62401 Gasoline 0 0 0 3,160 3,160 62402 Diesel 0 0 0 1,136 1,136 62803 Janitorial, Custodial and Cl 0 0 0 20,000 20,000 [Entity] Budget Detail Desc.Note Total [418] Hand Towels 3,000 [418] Tissue 2,500 [418] Toilet Paper 3,000 [418] Aerosals 1,824 [418] Chemicals 2,500 [418] Hygeine 3,000 [418] Refuge Supplies 2,183 [418] PPE and Other Safety (Gloves, signs, etc.)1,993 Total 20,000 62805 Clothing and Uniforms 0 0 0 2,200 2,200 [Entity] Budget Detail Desc.Note Total [418] Clothing and Uniforms (4)2,200 Total 2,200 62806 Safety Materials and Suppl 0 0 0 1,540 1,540 [Entity] Budget Detail Desc.Note Total [418] (4) safety footwear 600 [418] (2) PPE 140 [418] Electrician safety gear 400 [418] Lockout/Tagout kits (2)400 Total 1,540 62807 Consumable Tools/Small 0 0 0 24,636 2,300 [Entity] Budget Detail Desc.Note Total [418] Small Tools 500 [418] Small Equipment 1,000 [418] (2) Tablets 800 [418] Solenoid Valves (4@136)544 [418] Pulsar 3 (4@2100)8,400 [418] Timers for Solenoid (4@181)724 [418] Vacuum 2,500 [418] PH Sensor (4@280)1,120 [418] ORP Sensor (4@312)1,248 [418] BEC System 2 Controllers (4@1950)7,800 Total 24,636 62899 Other Miscellaneous Oper 0 0 0 2,050 2,050 [Entity] Budget Detail Desc.Note Total [418] Aquarium 100 [418] Locker Parts 450 [418] Hardware (nuts & bolts, etc.)500 [418] Security Hardware (doors)1,000 Total 2,050 Section V, Page F - 10 418 Buildings & Facilities Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62000 Commodities 0 0 0 91,154 68,818 63104 Engineering Services 0 0 0 4,000 4,000 [Entity] Budget Detail Desc.Note Total [418] Rec Ctr Balancing 3,000 [418] Misc. Consulting 1,000 Total 4,000 63304 Computer Services and Su 0 0 0 4,302 4,302 [Entity] Budget Detail Desc.Note Total [418] Annual Maintenance Contract for Heat Recovery Computer hardware 1,752 [418] Computer Services, Updates 2,550 Total 4,302 63306 Security Services 0 0 0 11,018 11,018 [Entity] Budget Detail Desc.Note Total [418] Alarms-Fire $204 X 7 1,428 [418] Intrusions $207 X 7 2,590 [418] Repairs & Maintenance Contracts $1000 7,000 Total 11,018 63501 R&M - Buildings and Facilit 0 0 0 48,405 48,405 [Entity] Budget Detail Desc.Note Total [418] HVAC Repairs 5,000 [418] Elevator x 2 11,000 [418] Building Inspections 2,000 [418] Steam Boiler Repairs & Parts 3,000 [418] Piping Repairs 2,000 [418] Fire Sprinkler 2,000 [418] Heat Recovery Maint. Cont 2,273 [418] Rec, Ctr, Maint. Cont.13,744 [418] Modular Maint. Cont.1,725 [418] Muni Maint. Cont.5,663 Total 48,405 63507 R&M - Machinery and Equi 0 0 0 5,600 5,600 [Entity] Budget Detail Desc.Note Total [418] Acid Feeders, Chem Pump & Parts 3,000 [418] Filtration Equipment, Booster PUmps, Sanitation 2,600 Total 5,600 63549 R&M - Other Specialized E 0 0 0 10,254 10,254 [Entity] Budget Detail Desc.Note Total [418] Equipment Integration 1,654 [418] Bearings, Belts 3,000 [418] Cardio Equipment Maint.3,000 Section V, Page F - 11 418 Buildings & Facilities Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [418] Weight Machine Maint.2,000 [418] Equipment Rentals 600 Total 10,254 63551 Laundry and Cleaning Ser 0 0 0 5,688 5,688 [Entity] Budget Detail Desc.Note Total [418] Window Cleaner 1,188 [418] Carpet Cleaning 4,500 Total 5,688 63599 Other Maintenance Servic 0 0 0 151,555 151,555 [Entity] Budget Detail Desc.Note Total [418] Pest Control 5,660 [418] Drain Care 1,375 [418] Temp Services 8 hrs X 52 wks X $17.50 7,280 [418] Extreme Care 1,500 [418] Push, Pedal, Pull 5,000 [418] Contract Cleaning & Painting 9,500 [418] Cleaning Services 96,240 [418] Munit Stucco Repairs 5,000 [418] Muni Paint (ext.)12,000 [418] Parks Garage Paint (ext.)5,000 [418] Cabin Paint (ext.)3,000 Total 151,555 63699 Other Miscellaneous Rent 0 0 0 500 500 [Entity] Budget Detail Desc.Note Total [418] Close Down Week 500 Total 500 63999 Other Purchased and Cont 0 0 0 15,000 15,000 [Entity] Budget Detail Desc.Note Total [418] Rec Ctr Roof Snow Removal 2 X 2000 4,000 [418] Heat Recovery Heat Pump Maintenance 11,000 Total 15,000 63000 Purchased and Contract 0 0 0 256,322 256,322 64101 Travel and Conference 0 0 0 3,300 3,300 [Entity] Budget Detail Desc.Note Total [418] Training, Licensing Updates 3,300 Total 3,300 64102 Dues, Licenses and Memb 0 0 0 4,109 4,109 [Entity] Budget Detail Desc.Note Total [418] Membership, Dues 4,109 Total 4,109 Section V, Page F - 12 418 Buildings & Facilities Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64201 Telephone & Long-distanc 0 0 0 2,250 2,250 [Entity] Budget Detail Desc.Note Total [418] Long Distance/Heat Rec Alarm 2,250 Total 2,250 64202 Gas 0 0 0 48,880 48,880 [Entity] Budget Detail Desc.Note Total [418] $4073.33 X 12 48,880 Total 48,880 64203 Electric 0 0 0 201,882 201,882 [Entity] Budget Detail Desc.Note Total [418] Heat Recovery Electric 68,000 [418] Electricity $11156.83 X 12 133,882 Total 201,882 64204 Water and Sanitation 0 0 0 37,000 37,000 [Entity] Budget Detail Desc.Note Total [418] $3083.33 X 12 37,000 Total 37,000 64205 Trash Collection and Recy 0 0 0 13,922 13,922 [Entity] Budget Detail Desc.Note Total [418] Clean Up Week 500 [418] Trash Service 9,500 [418] Dumpster $840.50 X 4 3,362 [418] Recycle $140 X 4 560 Total 13,922 64206 Cellular and Paging 0 0 0 346 346 [Entity] Budget Detail Desc.Note Total [418] $28.83 x 12 months 346 Total 346 64401 Fleet Maintenance Charge 0 0 0 7,411 8,148 [Entity] Budget Detail Desc.Note Total [418] Annual Fleet Maintenance Charges 7,411 Total 7,411 64402 Equipment Replacement C 0 0 0 83,167 88,167 [Entity] Budget Detail Desc.Note Total [418] Annual Equipment Rental Charges 83,167 Total 83,167 Section V, Page F - 13 418 Buildings & Facilities Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64403 Washbay Charges 0 0 0 1,872 1,872 [Entity] Budget Detail Desc.Note Total [418] Annual Washbay Charges - 3 vehicles 1,872 Total 1,872 64000 Other Operating Costs 0 0 0 404,139 409,876 66402 Computers and Peripheral 0 0 0 950 1,900 [Entity] Budget Detail Desc.Note Total [418] Desktop Replacment - Electrician 950 Total 950 66501 Automobiles and Light Dut 0 0 0 28,000 0 [Entity] Budget Detail Desc.Note Total [418] Van - Bldgs & Facilities 28,000 Total 28,000 66000 Capital Outlay 0 0 0 28,950 1,900 60000T Total Expenditures & O 0 0 0 1,053,385 1,026,325 Section V, Page F - 14 418 Buildings & Facilities Town of Avon Line Item Detail Section V, Page G-1 Fund: General Dept: Parks and Recreation Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 1,999,028$ 1,975,621$ 1,947,437$ 1,470,925$ 1,536,551$ Commodities 222,519 314,592 315,166 209,785 216,057 Contract Services 357,211 766,532 772,232 114,284 128,575 Other Operating Costs 726,348 792,810 779,855 348,663 367,998 Capital Outlay 23,072 70,300 69,726 32,950 17,650 Total 3,328,178$ 3,919,855$ 3,884,416$ 2,176,607$ 2,266,831$ Department Expenditures by Program Special Events 335,468$ 558,605$ 558,605$ -$ -$ Administration 233,674 223,114 222,256 202,850 212,951 Adult Programs 22,424 28,656 28,656 27,668 28,212 Aquatics 441,310 394,408 394,421 436,266 451,893 Childcare 32,178 36,487 36,487 - - Fitness 142,393 158,236 158,236 137,141 143,163 Guest Services 197,999 235,050 235,074 237,733 246,800 Youth Programs 111,272 118,979 118,979 121,491 123,884 Cabin 5,673 43,643 43,643 27,741 28,271 Parks and Grounds 866,344 1,069,324 1,030,790 985,717 1,031,653 Buildings and Facilities 939,442 1,053,354 1,057,269 - - Total 3,328,177$ 3,919,856$ 3,884,416$ 2,176,607$ 2,266,827$ Authorized Positions Parks and Recreation Director 0 1 1 1 1 Recreation Superintendent / Interim Director 1 0 0 0 0 Guest Services Coordinator 1 1 1 1 1 Recreation Programs Coordinator 1 1 1 1 1 Special Events Supervisor 1 1 0 0 0 Aquatics Coordinator 1 1 1 1 1 Senior Lifeguard 2 2 2 3 3 Guest Services Attendant III 0 1 1 2 2 Parks and Grounds Superintendent 1 1 1 1 1 Parks and Grounds Maintenance Supervisor 2 2 2 2 2 Maintenance Worker II 6 6 5 5 5 Total 16 17 15 17 17 Budget Summary DEPARTMENT OVERVIEW The Parks and Recreation Department oversees youth, adult and senior recreational programs which are provide at the Avon Recreation Center and Town Parks. The Department is responsible for operational oversight and management of maintaining all town parks, public spaces and Nottingham Lake, the Department is responsible for all facility maintenance, including the Recreation Center, Town Hall and Swift Gulch buildings. Section V, Page G-2 Fund: General Dept: Parks and Recreation Budget Summary 1. Revamped Summer Camp to Avon Mountain Adeventure Camp. Increased revenues by $17,000. 2. Moved Special Events to Economic Initiatives. Moved Fitness under Adult Coordinator 3. Designed and constructed locker rooom remodel. 4. Created a formal business plan to fully recover expenses of Recreation Department. 5. 2014 Department revenues up over 7%. 6. Enlisted the use of contracted cleaning service of the buildings saving $30,000 annually. 7. Refurbished Basketball Courts to green and white. 8. Added SUP Rentals to Cabin summer program. 9. Created a swim beach on the north Shore of Nottingham Lake. 10. Created a six hole disc golf course in Nottingham Park. Estimated Personnel Time:100% Estimated Nonpersonnel Costs:55,650$ Total Activity Cost:202,850$ Performance Metric(s): Estimated Personnel Time:100% Estimated Nonpersonnel Costs:3,418$ Total Activity Cost:27,668$ Performance Metric(s):Revenue trends and positive recovery ratio Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:81,656$ Total Activity Cost:436,266$ Performance Metric(s):Revenue trends and positive recovery ratio Community Survey Internal Survey 2014 MAJOR ACCOMPLISHMENTS PROGRAM ACTIVITIES AND OPERATIONS Administration: The Parks and Recreation Department is administered by the Parks and Recreation Director, who dedicates up to 80% of the position’s time to strategic leadership, personnel management, financial reporting and controls, contract negotiations, and the development and implementation of operating guidelines. The Director also oversees all program development and implementation, online brochure production and distribution. Adult Programs: The Adult Program Division provides a wide variety of leagues and recreational activities, including, but not limited to, exercise classes, sports leagues, and drop in sports. The Program Coordinator spends 85% of the position’s time developing and overseeing programs, and 15% on scheduling, marketing and researching new program ideas. The recovery ratio for 2013 is expected to be 104%. Aquatics: This Division offers aquatic programming for people of all ages and abilities including swim lessons, lifeguard training classes, water safety instructor courses, swim team, kayak and scuba offerings, water aerobics classes, beginning diving classes and public safety classes. The Aquatics Division is devotes 60% of personnel time to those pool safeguarding activities, with 20% of time with swim lessons and other programs, 9% spent on administration, 7% on maintenance of the pools and 4% on training and hiring. Section V, Page G-3 Fund: General Dept: Parks and Recreation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:59,906$ Total Activity Cost:137,141$ Performance Metric(s): Participation Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:35,765$ Total Activity Cost:237,733$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:18,686$ Total Activity Cost: $ 121,491 Performance Metric(s):Positive recovery ratio Community Survey Estimated Personnel Time:100% Estimated Nonpersonnel Costs:7,060$ Total Activity Cost: $ 27,741 Performance Metric(s):Positive recovery ratio Community Survey Positive recovery ratio Participation Fitness: The Fitness Division provides the community with over 30-hours of weekly "Group X" classes to include a balanced offering of yoga/Pilates based classes, spin, aerobics based and strength/conditioning based classes, as well as personal training services, fitness assessments and orientation and body composition testing. The Division offers seasonal programming and classes such as Outdoor Boot Camp and Winter Sports Conditioning. The Fitness Division oversees the management of the fitness floor. 91% of staffing is applied to fitness classes and programs, with the balance 9% on the administrative responsibilities for hiring, training, scheduling and marketing. Guest Services: This Division primarily provides admission to the recreation center, pass/punch card sales, and program registration. The front desk serves as the focal point for information dissemination to customers as well as personnel. The Guest Service division also oversees Cabin operations. The salary to operational budget expenses ratio is 64%. Guest Services Division spends 69% of time with front desk operations, 12% with facility supervision of cabin, 13% on administrative duties and 6% on hiring and training. Youth Programs: This Division provides a large variety of sports, educational and recreational activities, and camps for infants through teenagers. The estimated recovery ratio for 2015 is 92%. The Youth Programs Division spends 40% of time on summer camp operations, 30% on “Before-and-After School Programs, 15% on “Schools Out Camps and Days”, 5% for youth sport programs and 10% on the administration of the Division. Cabin: Avon’s “Cabin” is a seasonal recreation amenity. Summer season provides the rental of paddle boats, stand up paddle boards, fishing rods and concessions. The winter season provides skate rentals and concessions. Section V, Page G-4 Fund: General Dept: Parks and Recreation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:443,541$ Total Activity Cost:985,717$ Performance Metric(s):Community Survey Parks and Grounds: This division provides maintenance of parks, streetscapes, and open spaces and trails throughout Avon, the division maintains four parks, including over sixty-five acres of irrigated open space and multi-use athletic fields. The group is also responsible for the maintenance and care of three tennis courts, two new in 2013 Pickle Ball courts, three basketball courts, two picnic shelters, the over eight hundred trees, and more than twenty thousand square feet of planting beds. Avon Station and nine bus-stops, plus eighty three total trash receptacles and twenty-four pet stations complete the facility responsibilities The Parks Division spends 42% of time on the maintenance of Town parks, 4% of time on administrative duties, 15% with irrigation operations, 4% supporting recreation, 7% supporting special events, 7 % on plantings and landscaping, 7% on snow removal, 2% snow plowing operations and 2% spent on training of personnel. DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 49,192 67,057 67,057 0 0 61106 Paid out Leave 923 645 645 0 0 61121 PTS Wages 5,426 0 0 0 0 61151 Overtime Wages 12,241 4,220 4,220 0 0 61159 Other Wages 1,313 2,212 2,212 0 0 61202 Ski Pass 330 0 0 0 0 61301 FT Pension 5,479 7,447 7,447 0 0 61302 PTS Pension 231 0 0 0 0 61304 Employee Assistance Prog 24 24 24 0 0 61401 FICA/Medicare 979 1,075 1,075 0 0 61501 Group Health and Life Insu 19,543 19,934 19,934 0 0 61505 Long-term Disability Insura 473 497 497 0 0 61507 Dental Insurance 1,651 1,829 1,829 0 0 61509 Worker's Compensation 1,130 975 975 0 0 61510 Unemployment Insurance 207 222 222 0 0 61000 Personnel Services 99,142 106,136 106,136 0 0 62302 Special Event Materials & 3,305 2,000 2,000 0 0 62801 Employee Recognition Exp 1,120 2,700 2,700 0 0 62802 Food and Beverages 5,445 4,000 4,000 0 0 62805 Clothing and Uniforms 0 2,500 2,500 0 0 62902 Audio/Visual Supplies 0 500 500 0 0 62000 Commodities 9,870 11,700 11,700 0 0 63199 Other Professional Service 100,521 200,175 200,175 0 0 63203 Printing and Reproduction 2,684 3,600 3,600 0 0 63303 Photography Services 0 1,800 1,800 0 0 63305 Audio/Visual Services 13,360 6,650 6,650 0 0 63606 Rentals - Crowd & Traffic 12,609 8,900 8,900 0 0 63607 Rentals - Portable Facilitie 9,524 6,000 6,000 0 0 63699 Other Miscellaneous Rent 684 0 0 0 0 63999 Other Purchased and Cont 6,150 193,220 193,220 0 0 63000 Purchased and Contract 145,532 420,345 420,345 0 0 64101 Travel and Conference 390 1,000 1,000 0 0 64102 Dues, Licenses and Memb 0 275 275 0 0 64301 Postage and Delivery 186 250 250 0 0 64306 Permit and Licensing Fees 650 800 800 0 0 64402 Equipment Replacement C 2,588 2,099 2,099 0 0 64901 Advertising and Legal Noti 17,561 13,250 13,250 0 0 64902 Financial Support, Donatio 57,500 0 0 0 0 64905 Insurance Premiums 206 1,750 1,750 0 0 64000 Other Operating Costs 79,081 19,424 19,424 0 0 66407 Athletic and Recreational 1,843 1,000 1,000 0 0 66000 Capital Outlay 1,843 1,000 1,000 0 0 Section V, Page G - 5 513 Special Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 60000T Total Expenditures & O 335,468 558,605 558,605 0 0 Section V, Page G - 6 513 Special Events Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 86,325 95,891 95,891 104,094 109,328 61106 Paid out Leave 31,392 931 931 993 1,051 61121 PTS Wages 5,423 0 0 0 0 61151 Overtime Wages 180 0 0 0 0 61201 Automobile Allowance 600 3,600 3,600 3,650 3,619 61202 Ski Pass 330 0 0 0 0 61301 FT Pension 12,865 10,650 10,650 11,560 12,142 61302 PTS Pension 210 0 0 0 0 61304 Employee Assistance Prog 26 24 24 24 24 61401 FICA/Medicare 1,039 1,456 1,456 1,577 1,653 61501 Group Health and Life Insu 13,339 20,051 20,051 22,230 23,431 61505 Long-term Disability Insura 505 497 497 497 497 61507 Dental Insurance 1,101 1,829 1,829 2,039 2,154 61509 Worker's Compensation 509 194 194 211 221 61510 Unemployment Insurance 370 301 301 326 342 61000 Personnel Services 154,211 135,425 135,425 147,200 154,463 62401 Gasoline 2,966 3,160 3,160 3,160 3,160 62801 Employee Recognition Exp 0 480 480 480 480 62802 Food and Beverages 788 300 300 300 300 62899 Other Miscellaneous Oper 1,665 2,150 2,150 1,150 1,150 62901 Duplicating Supplies 525 1,200 1,200 1,500 1,500 62903 Data Processing Supplies 1,044 1,200 1,200 1,500 1,500 62999 Office Supplies and Materi 1,961 1,500 1,500 1,700 1,700 62000 Commodities 8,948 9,990 9,990 9,790 9,790 63199 Other Professional Service 0 2,500 2,500 500 500 63304 Computer Services and Su 3,690 4,055 4,055 4,055 5,346 63504 R&M - Office Equipment a 1,691 700 700 1,200 1,200 63603 Rentals - Office Equipment 3,829 3,829 3,829 3,829 3,829 63999 Other Purchased and Cont 1,000 2,000 2,000 0 0 63000 Purchased and Contract 10,209 13,084 13,084 9,584 10,875 64101 Travel and Conference 566 600 600 600 600 64102 Dues, Licenses and Memb 0 225 225 0 0 64201 Telephone & Long-distanc 3,270 3,450 3,450 3,450 3,450 64206 Cellular and Paging 3,591 1,872 1,872 871 871 64301 Postage and Delivery 120 500 500 600 600 64308 Sales Tax 508 900 900 900 900 64401 Fleet Maintenance Charge 5,826 6,435 5,577 6,031 6,631 64402 Equipment Replacement C 5,031 4,507 4,507 7,472 7,472 64403 Washbay Charges 1,889 1,872 1,872 1,248 1,248 64901 Advertising and Legal Noti 25,772 29,620 29,620 0 0 64905 Insurance Premiums 13,469 14,634 14,634 15,104 15,104 64906 Insurance Deductibles 264 0 0 0 0 64000 Other Operating Costs 60,306 64,615 63,757 36,276 36,876 66402 Computers and Peripheral 0 0 0 0 950 Section V, Page G - 7 514 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 66000 Capital Outlay 0 0 0 0 950 60000T Total Expenditures & O 233,674 223,114 222,256 202,850 212,954 Section V, Page G - 8 514 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 86,325 95,891 95,891 104,094 109,328 61106 Paid out Leave 31,392 931 931 993 1,051 61121 PTS Wages 5,423 0 0 0 0 61151 Overtime Wages 180 0 0 0 0 61201 Automobile Allowance 600 3,600 3,600 3,650 3,619 61202 Ski Pass 330 0 0 0 0 61301 FT Pension 12,865 10,650 10,650 11,560 12,142 61302 PTS Pension 210 0 0 0 0 61304 Employee Assistance Prog 26 24 24 24 24 61401 FICA/Medicare 1,039 1,456 1,456 1,577 1,653 61501 Group Health and Life Insu 13,339 20,051 20,051 22,230 23,431 61505 Long-term Disability Insura 505 497 497 497 497 61507 Dental Insurance 1,101 1,829 1,829 2,039 2,154 61509 Worker's Compensation 509 194 194 211 221 61510 Unemployment Insurance 370 301 301 326 342 61000 Personnel Services 154,211 135,425 135,425 147,200 154,463 62401 Gasoline 2,966 3,160 3,160 3,160 3,160 [Entity] Budget Detail Desc.Note Total [514] Gasoline for department vehicles 3,160 Total 3,160 62801 Employee Recognition Exp 0 480 480 480 480 [Entity] Budget Detail Desc.Note Total [514] gift cards and other recognition for staff 480 Total 480 62802 Food and Beverages 788 300 300 300 300 [Entity] Budget Detail Desc.Note Total [514] food for staff meetings and trainings 300 Total 300 62899 Other Miscellaneous Oper 1,665 2,150 2,150 1,150 1,150 [Entity] Budget Detail Desc.Note Total [514] other operating and unforseen expense needs 1,150 Total 1,150 62901 Duplicating Supplies 525 1,200 1,200 1,500 1,500 [Entity] Budget Detail Desc.Note Total [514] copy paper and copier toner 1,500 Total 1,500 62903 Data Processing Supplies 1,044 1,200 1,200 1,500 1,500 [Entity] Budget Detail Desc.Note Total [514] copier repairs, parts and service 1,500 Total 1,500 Section V, Page G - 9 514 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62999 Office Supplies and Materi 1,961 1,500 1,500 1,700 1,700 [Entity] Budget Detail Desc.Note Total [514] office supplies for department staff 1,700 Total 1,700 62000 Commodities 8,948 9,990 9,990 9,790 9,790 63199 Other Professional Service 0 2,500 2,500 500 500 [Entity] Budget Detail Desc.Note Total [514] translations services, creative artwork 500 Total 500 63304 Computer Services and Su 3,690 4,055 4,055 4,055 5,346 [Entity] Budget Detail Desc.Note Total [514] Rec Trac annual agreement, Rec Trac Pentamation interface charges, Webtrac online 4,055 Total 4,055 63504 R&M - Office Equipment a 1,691 700 700 1,200 1,200 [Entity] Budget Detail Desc.Note Total [514] Xerox service agreement 1,200 Total 1,200 63603 Rentals - Office Equipment 3,829 3,829 3,829 3,829 3,829 [Entity] Budget Detail Desc.Note Total [514] Copier Lease ($319.06 x 12)3,829 Total 3,829 63999 Other Purchased and Cont 1,000 2,000 2,000 0 0 63000 Purchased and Contract 10,209 13,084 13,084 9,584 10,875 64101 Travel and Conference 566 600 600 600 600 [Entity] Budget Detail Desc.Note Total [514] Leadership training 600 Total 600 64102 Dues, Licenses and Memb 0 225 225 0 0 64201 Telephone & Long-distanc 3,270 3,450 3,450 3,450 3,450 [Entity] Budget Detail Desc.Note Total [514] department phone charges 3,450 Total 3,450 Section V, Page G - 10 514 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64206 Cellular and Paging 3,591 1,872 1,872 871 871 [Entity] Budget Detail Desc.Note Total [514] $72.56 x 12 months 871 Total 871 64301 Postage and Delivery 120 500 500 600 600 [Entity] Budget Detail Desc.Note Total [514] postage and shipping fees 600 Total 600 64308 Sales Tax 508 900 900 900 900 64401 Fleet Maintenance Charge 5,826 6,435 5,577 6,031 6,631 [Entity] Budget Detail Desc.Note Total [514] Annual Fleet Maintenance Charges 6,031 Total 6,031 64402 Equipment Replacement C 5,031 4,507 4,507 7,472 7,472 [Entity] Budget Detail Desc.Note Total [514] Annual Equipment Rental Charges 7,472 Total 7,472 64403 Washbay Charges 1,889 1,872 1,872 1,248 1,248 [Entity] Budget Detail Desc.Note Total [514] Annual Washbay Charges - 2 vehicles 1,248 Total 1,248 64901 Advertising and Legal Noti 25,772 29,620 29,620 0 0 64905 Insurance Premiums 13,469 14,634 14,634 15,104 15,104 [Entity] Budget Detail Desc.Note Total [514] CIRSA Allocation - Rec Center (9%)15,104 Total 15,104 64906 Insurance Deductibles 264 0 0 0 0 64000 Other Operating Costs 60,306 64,615 63,757 36,276 36,876 66402 Computers and Peripheral 0 0 0 0 950 66000 Capital Outlay 0 0 0 0 950 60000T Total Expenditures & O 233,674 223,114 222,256 202,850 212,954 Section V, Page G - 11 514 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 10,826 10,846 10,846 11,266 11,728 61106 Paid out Leave 985 107 107 111 119 61121 PTS Wages 5,982 10,380 10,380 10,380 10,380 61122 PTS Bonuses 0 709 709 0 0 61202 Ski Pass 109 709 709 0 0 61301 FT Pension 1,299 1,205 1,205 1,252 1,303 61302 PTS Pension 224 389 389 389 389 61304 Employee Assistance Prog 5 6 6 6 6 61401 FICA/Medicare 262 330 330 315 322 61501 Group Health and Life Insu 1,135 44 44 46 49 61505 Long-term Disability Insura 101 100 100 104 109 61507 Dental Insurance 90 0 0 0 0 61509 Worker's Compensation 237 309 309 315 322 61510 Unemployment Insurance 53 68 68 65 67 61000 Personnel Services 21,309 25,201 25,201 24,250 24,794 62301 General Program Supplies 621 2,180 2,180 1,518 1,518 62801 Employee Recognition Exp 60 200 200 100 100 62802 Food and Beverages 92 400 400 400 400 62805 Clothing and Uniforms 342 600 600 1,400 1,400 62000 Commodities 1,115 3,380 3,380 3,418 3,418 64102 Dues, Licenses and Memb 0 75 75 0 0 64000 Other Operating Costs 0 75 75 0 0 60000T Total Expenditures & O 22,424 28,656 28,656 27,668 28,212 Section V, Page G - 12 515 Adult Programs Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 10,826 10,846 10,846 11,266 11,728 61106 Paid out Leave 985 107 107 111 119 61121 PTS Wages 5,982 10,380 10,380 10,380 10,380 [Entity] Budget Detail Desc.Note Total [515] Program Instructors 131 x $15 1,965 [515] Referees 130hrs x $18 2,340 [515] Instructors 75% x 8,100 6,075 Total 10,380 61122 PTS Bonuses 0 709 709 0 0 61202 Ski Pass 109 709 709 0 0 61301 FT Pension 1,299 1,205 1,205 1,252 1,303 61302 PTS Pension 224 389 389 389 389 61304 Employee Assistance Prog 5 6 6 6 6 61401 FICA/Medicare 262 330 330 315 322 61501 Group Health and Life Insu 1,135 44 44 46 49 61505 Long-term Disability Insura 101 100 100 104 109 61507 Dental Insurance 90 0 0 0 0 61509 Worker's Compensation 237 309 309 315 322 61510 Unemployment Insurance 53 68 68 65 67 61000 Personnel Services 21,309 25,201 25,201 24,250 24,794 62301 General Program Supplies 621 2,180 2,180 1,518 1,518 [Entity] Budget Detail Desc.Note Total [515] PIckleball Nets 2 x $160 320 [515] Kickballs 2 x $20 40 [515] Basketballs 5 x $20 100 [515] Broomball Nets 2 x $79 158 [515] Dunk N Dash 300 [515] Volleyball Net 600 Total 1,518 62801 Employee Recognition Exp 60 200 200 100 100 62802 Food and Beverages 92 400 400 400 400 [Entity] Budget Detail Desc.Note Total [515] Gift Cards League Winners 300 [515] Dunk N Dash 100 Total 400 62805 Clothing and Uniforms 342 600 600 1,400 1,400 [Entity] Budget Detail Desc.Note Total [515] Dunk N Dash 500 [515] Dodgeball 300 [515] Kickball 300 [515] Broomball 300 Total 1,400 Section V, Page G - 13 515 Adult Programs Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62000 Commodities 1,115 3,380 3,380 3,418 3,418 64102 Dues, Licenses and Memb 0 75 75 0 0 64000 Other Operating Costs 0 75 75 0 0 60000T Total Expenditures & O 22,424 28,656 28,656 27,668 28,212 Section V, Page G - 14 515 Adult Programs Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 145,615 105,672 105,672 147,221 158,140 61106 Paid out Leave 3,991 1,046 1,046 1,430 1,531 61121 PTS Wages 153,949 153,914 153,914 121,132 121,132 61122 PTS Bonuses 1,316 2,127 2,127 1,458 1,458 61151 Overtime Wages 1,831 1,500 1,500 1,500 1,500 61202 Ski Pass 1,805 2,127 2,127 1,458 1,458 61301 FT Pension 16,363 11,739 11,739 16,352 17,564 61302 PTS Pension 5,890 5,772 5,772 4,542 4,542 61304 Employee Assistance Prog 82 72 85 97 97 61401 FICA/Medicare 4,500 3,863 3,863 3,976 4,136 61501 Group Health and Life Insu 35,956 21,405 21,405 45,571 47,990 61505 Long-term Disability Insura 1,184 972 972 1,336 1,447 61507 Dental Insurance 3,060 1,593 1,593 3,812 4,035 61509 Worker's Compensation 3,623 3,775 3,775 3,902 4,061 61510 Unemployment Insurance 920 799 799 823 856 61000 Personnel Services 380,084 316,375 316,388 354,610 369,948 62301 General Program Supplies 1,411 2,205 2,205 8,128 1,300 62305 Chemicals 16,020 24,000 24,000 24,000 24,000 62805 Clothing and Uniforms 648 750 750 750 750 62806 Safety Materials and Suppl 119 300 300 500 400 62809 Medical Supplies and 1st 405 500 500 500 500 62899 Other Miscellaneous Oper 816 2,100 2,100 1,300 1,300 62000 Commodities 19,418 29,855 29,855 35,178 28,250 64101 Travel and Conference 708 1,000 1,000 1,000 1,000 64102 Dues, Licenses and Memb 1,088 2,815 2,815 1,815 1,815 64399 Other Administrative Fees 200 1,884 1,884 1,184 1,184 64402 Equipment Replacement C 39,811 42,479 42,479 42,479 47,796 64000 Other Operating Costs 41,807 48,178 48,178 46,478 51,795 66402 Computers and Peripheral 0 0 0 0 1,900 66000 Capital Outlay 0 0 0 0 1,900 60000T Total Expenditures & O 441,310 394,408 394,421 436,266 451,893 Section V, Page G - 15 516 Aquatics Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 145,615 105,672 105,672 147,221 158,140 61106 Paid out Leave 3,991 1,046 1,046 1,430 1,531 61121 PTS Wages 153,949 153,914 153,914 121,132 121,132 [Entity] Budget Detail Desc.Note Total [516] Program Inst. - $6,522 x 75%4,892 [516] Lifeguard - 8,000 hrs x $13/hr 104,000 [516] Lead Lifeguard 680 hrs x $18/hr 12,240 Total 121,132 61122 PTS Bonuses 1,316 2,127 2,127 1,458 1,458 [Entity] Budget Detail Desc.Note Total [516] 2 x $729 1,458 Total 1,458 61151 Overtime Wages 1,831 1,500 1,500 1,500 1,500 61202 Ski Pass 1,805 2,127 2,127 1,458 1,458 [Entity] Budget Detail Desc.Note Total [516] 2 x $729 1,458 Total 1,458 61301 FT Pension 16,363 11,739 11,739 16,352 17,564 61302 PTS Pension 5,890 5,772 5,772 4,542 4,542 61304 Employee Assistance Prog 82 72 85 97 97 61401 FICA/Medicare 4,500 3,863 3,863 3,976 4,136 61501 Group Health and Life Insu 35,956 21,405 21,405 45,571 47,990 61505 Long-term Disability Insura 1,184 972 972 1,336 1,447 61507 Dental Insurance 3,060 1,593 1,593 3,812 4,035 61509 Worker's Compensation 3,623 3,775 3,775 3,902 4,061 61510 Unemployment Insurance 920 799 799 823 856 61000 Personnel Services 380,084 316,375 316,388 354,610 369,948 62301 General Program Supplies 1,411 2,205 2,205 8,128 1,300 [Entity] Budget Detail Desc.Note Total [516] 400*5 = 2,000 lap lanes 8,128 [516] 43*8*12= 4,128 - filter media 0 [516] 1300 for aquatic programs 0 Total 8,128 62305 Chemicals 16,020 24,000 24,000 24,000 24,000 [Entity] Budget Detail Desc.Note Total [516] Calhypo 12,000 [516] Muriatic Acid 6,000 [516] Thiosulfate 250 [516] Oxidizer 3,000 [516] Flocculent 1,000 [516] Reagents 1,750 Total 24,000 Section V, Page G - 16 516 Aquatics Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62805 Clothing and Uniforms 648 750 750 750 750 [Entity] Budget Detail Desc.Note Total [516] 10.25* 73 = 748.25 750 Total 750 62806 Safety Materials and Suppl 119 300 300 500 400 [Entity] Budget Detail Desc.Note Total [516] Eye Protection 100 [516] Gloves 200 [516] PPE 200 Total 500 62809 Medical Supplies and 1st 405 500 500 500 500 [Entity] Budget Detail Desc.Note Total [516] Ice paks - 200 500 [516] Band Aids/Guaze/Tape - 200 0 [516] Misc medical supplies - 100 0 Total 500 62899 Other Miscellaneous Oper 816 2,100 2,100 1,300 1,300 [Entity] Budget Detail Desc.Note Total [516] Office Supplies and Materials 1,300 Total 1,300 62000 Commodities 19,418 29,855 29,855 35,178 28,250 64101 Travel and Conference 708 1,000 1,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [516] MSEC Training/CPRA - 1,000 1,000 Total 1,000 64102 Dues, Licenses and Memb 1,088 2,815 2,815 1,815 1,815 [Entity] Budget Detail Desc.Note Total [516] Red Cross Fees 1,400 [516] LGI Training 415 Total 1,815 64399 Other Administrative Fees 200 1,884 1,884 1,184 1,184 [Entity] Budget Detail Desc.Note Total [516] Slide Registration -700 1,184 Total 1,184 Section V, Page G - 17 516 Aquatics Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64402 Equipment Replacement C 39,811 42,479 42,479 42,479 47,796 [Entity] Budget Detail Desc.Note Total [516] Annual Equipment Rental Charges 42,479 Total 42,479 64000 Other Operating Costs 41,807 48,178 48,178 46,478 51,795 66402 Computers and Peripheral 0 0 0 0 1,900 66000 Capital Outlay 0 0 0 0 1,900 60000T Total Expenditures & O 441,310 394,408 394,421 436,266 451,893 Section V, Page G - 18 516 Aquatics Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 10,830 11,386 11,386 0 0 61106 Paid out Leave 985 109 109 0 0 61121 PTS Wages 15,803 18,300 18,300 0 0 61301 FT Pension 1,300 1,264 1,264 0 0 61302 PTS Pension 593 686 686 0 0 61304 Employee Assistance Prog 5 6 6 0 0 61401 FICA/Medicare 408 432 432 0 0 61501 Group Health and Life Insu 1,135 1,794 1,794 0 0 61505 Long-term Disability Insura 101 105 105 0 0 61507 Dental Insurance 90 133 133 0 0 61509 Worker's Compensation 367 432 432 0 0 61510 Unemployment Insurance 83 89 89 0 0 61000 Personnel Services 31,699 34,737 34,737 0 0 62301 General Program Supplies 479 1,000 1,000 0 0 62899 Other Miscellaneous Oper 0 500 500 0 0 62000 Commodities 479 1,500 1,500 0 0 64101 Travel and Conference 0 250 250 0 0 64000 Other Operating Costs 0 250 250 0 0 60000T Total Expenditures & O 32,178 36,487 36,487 0 0 Section V, Page G - 19 517 Child Care Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 15,992 10,846 10,846 11,266 11,728 61106 Paid out Leave 308 107 107 111 119 61121 PTS Wages 52,138 67,561 67,561 59,920 59,920 61159 Other Wages 438 0 0 0 0 61301 FT Pension 1,765 1,205 1,205 1,252 1,303 61302 PTS Pension 1,955 2,534 2,534 2,247 2,247 61304 Employee Assistance Prog 6 6 6 6 6 61401 FICA/Medicare 1,020 1,138 1,138 1,034 1,041 61501 Group Health and Life Insu 5,370 44 44 46 49 61505 Long-term Disability Insura 124 100 100 104 109 61507 Dental Insurance 457 0 0 0 0 61509 Worker's Compensation 912 1,140 1,140 1,035 1,042 61510 Unemployment Insurance 207 236 236 214 215 61000 Personnel Services 80,692 84,916 84,916 77,235 77,779 62301 General Program Supplies 2,843 3,400 3,400 1,800 1,800 62899 Other Miscellaneous Oper 3,888 2,500 2,500 1,500 1,500 62000 Commodities 6,731 5,900 5,900 3,300 3,300 64101 Travel and Conference 100 2,000 2,000 500 500 64102 Dues, Licenses and Memb 0 250 250 250 250 64402 Equipment Replacement C 54,870 56,670 56,670 55,856 61,334 64000 Other Operating Costs 54,970 58,920 58,920 56,606 62,084 66407 Athletic and Recreational 0 8,500 8,500 0 0 66000 Capital Outlay 0 8,500 8,500 0 0 60000T Total Expenditures & O 142,393 158,236 158,236 137,141 143,163 Section V, Page G - 20 518 Fitness Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 15,992 10,846 10,846 11,266 11,728 61106 Paid out Leave 308 107 107 111 119 61121 PTS Wages 52,138 67,561 67,561 59,920 59,920 [Entity] Budget Detail Desc.Note Total [518] Boot Camp: $3.000 x 75% Personal Trainers $20,000 x 75% Aerobics Instructor 1,441 hrs x 23.50 2,250 [518] Personal Trainers 25813 x 75%19,360 [518] Outdoor Boot camp 2200 x75%1,650 [518] Aerobics Instructors 36,660 Total 59,920 61159 Other Wages 438 0 0 0 0 61301 FT Pension 1,765 1,205 1,205 1,252 1,303 61302 PTS Pension 1,955 2,534 2,534 2,247 2,247 61304 Employee Assistance Prog 6 6 6 6 6 61401 FICA/Medicare 1,020 1,138 1,138 1,034 1,041 61501 Group Health and Life Insu 5,370 44 44 46 49 61505 Long-term Disability Insura 124 100 100 104 109 61507 Dental Insurance 457 0 0 0 0 61509 Worker's Compensation 912 1,140 1,140 1,035 1,042 61510 Unemployment Insurance 207 236 236 214 215 61000 Personnel Services 80,692 84,916 84,916 77,235 77,779 62301 General Program Supplies 2,843 3,400 3,400 1,800 1,800 [Entity] Budget Detail Desc.Note Total [518] group X class supplies 1,800 Total 1,800 62899 Other Miscellaneous Oper 3,888 2,500 2,500 1,500 1,500 [Entity] Budget Detail Desc.Note Total [518] Fitness Floor Supplies 1,500 Total 1,500 62000 Commodities 6,731 5,900 5,900 3,300 3,300 64101 Travel and Conference 100 2,000 2,000 500 500 [Entity] Budget Detail Desc.Note Total [518] First Aid & CPR $50 x 5 250 [518] Personal Training Seminars $50 x 5 250 Total 500 Section V, Page G - 21 518 Fitness Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64102 Dues, Licenses and Memb 0 250 250 250 250 [Entity] Budget Detail Desc.Note Total [518] ACSM Membership 250 Total 250 64402 Equipment Replacement C 54,870 56,670 56,670 55,856 61,334 [Entity] Budget Detail Desc.Note Total [518] Annual Equipment Rental Charges 55,856 Total 55,856 64000 Other Operating Costs 54,970 58,920 58,920 56,606 62,084 66407 Athletic and Recreational 0 8,500 8,500 0 0 66000 Capital Outlay 0 8,500 8,500 0 0 60000T Total Expenditures & O 142,393 158,236 158,236 137,141 143,163 Section V, Page G - 22 518 Fitness Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 40,007 61,535 61,535 112,778 118,680 61106 Paid out Leave 732 628 628 1,070 1,137 61121 PTS Wages 103,359 93,695 93,695 24,858 24,858 61122 PTS Bonuses 439 1,418 1,418 0 0 61151 Overtime Wages 1,622 1,836 1,836 1,836 1,836 61202 Ski Pass 584 2,127 2,127 1,458 1,458 61301 FT Pension 4,453 6,838 6,838 12,523 13,180 61302 PTS Pension 3,814 3,514 3,514 932 932 61304 Employee Assistance Prog 26 39 63 73 72 61401 FICA/Medicare 2,173 2,338 2,338 2,059 2,146 61501 Group Health and Life Insu 7,226 11,823 11,823 37,710 39,710 61505 Long-term Disability Insura 380 573 573 1,023 1,086 61507 Dental Insurance 614 879 879 3,221 3,408 61509 Worker's Compensation 1,940 2,257 2,257 2,001 2,087 61510 Unemployment Insurance 439 484 484 426 444 61000 Personnel Services 167,807 189,984 190,008 201,968 211,035 62301 General Program Supplies 414 10,200 10,774 5,000 5,000 62304 Merchandise for Resale 6,158 12,464 12,464 10,023 10,023 62802 Food and Beverages 232 250 250 300 300 62805 Clothing and Uniforms 1,269 1,200 1,200 1,200 1,200 62899 Other Miscellaneous Oper 4,510 0 0 0 0 62000 Commodities 12,583 24,114 24,688 16,523 16,523 64101 Travel and Conference 274 1,180 1,180 1,820 1,820 64301 Postage and Delivery 147 0 0 0 0 64307 Bank Service Charges and 17,189 16,472 16,472 16,472 16,472 64000 Other Operating Costs 17,609 17,652 17,652 18,292 18,292 66402 Computers and Peripheral 0 3,300 2,726 950 950 66000 Capital Outlay 0 3,300 2,726 950 950 60000T Total Expenditures & O 197,999 235,050 235,074 237,733 246,800 Section V, Page G - 23 519 Guest Services Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 40,007 61,535 61,535 112,778 118,680 61106 Paid out Leave 732 628 628 1,070 1,137 61121 PTS Wages 103,359 93,695 93,695 24,858 24,858 [Entity] Budget Detail Desc.Note Total [519] Specialist 799 hrs x 17.5 13,983 [519] Attendant 870 hrs x 12.5 10,875 Total 24,858 61122 PTS Bonuses 439 1,418 1,418 0 0 61151 Overtime Wages 1,622 1,836 1,836 1,836 1,836 [Entity] Budget Detail Desc.Note Total [519] 6x17.5x1.5x12 1,836 Total 1,836 61202 Ski Pass 584 2,127 2,127 1,458 1,458 [Entity] Budget Detail Desc.Note Total [519] 2 x $729 1,458 Total 1,458 61301 FT Pension 4,453 6,838 6,838 12,523 13,180 61302 PTS Pension 3,814 3,514 3,514 932 932 61304 Employee Assistance Prog 26 39 63 73 72 61401 FICA/Medicare 2,173 2,338 2,338 2,059 2,146 61501 Group Health and Life Insu 7,226 11,823 11,823 37,710 39,710 61505 Long-term Disability Insura 380 573 573 1,023 1,086 61507 Dental Insurance 614 879 879 3,221 3,408 61509 Worker's Compensation 1,940 2,257 2,257 2,001 2,087 61510 Unemployment Insurance 439 484 484 426 444 61000 Personnel Services 167,807 189,984 190,008 201,968 211,035 62301 General Program Supplies 414 10,200 10,774 5,000 5,000 [Entity] Budget Detail Desc.Note Total [519] hand sanitizer, lotion, plates, plastic ware 150 [519] lobby kiosk 1,000 [519] fish tank supplies 100 [519] medical supplies 250 [519] towels 2,000 [519] cleaning supplies, hand sanitizer, lotion 150 [519] Coffee, creamer, sugar, cups, stirreers.1,350 Total 5,000 62304 Merchandise for Resale 6,158 12,464 12,464 10,023 10,023 [Entity] Budget Detail Desc.Note Total [519] locks-150 150 [519] headphones 255 [519] swim caps 70 [519] Men's swimsuit 1,425 [519] womens swimsuit 2,300 [519] youth goggles 1,800 Section V, Page G - 24 519 Guest Services Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [519] adult goggles 2,500 [519] squirt toys 250 [519] swim diapers 500 [519] pool buoy 278 [519] flippers 495 Total 10,023 62802 Food and Beverages 232 250 250 300 300 [Entity] Budget Detail Desc.Note Total [519] staff meetings -300 300 Total 300 62805 Clothing and Uniforms 1,269 1,200 1,200 1,200 1,200 [Entity] Budget Detail Desc.Note Total [519] staff shirts and name tags-1200 1,200 Total 1,200 62899 Other Miscellaneous Oper 4,510 0 0 0 0 62000 Commodities 12,583 24,114 24,688 16,523 16,523 64101 Travel and Conference 274 1,180 1,180 1,820 1,820 [Entity] Budget Detail Desc.Note Total [519] Core competencies-1820 1,820 Total 1,820 64301 Postage and Delivery 147 0 0 0 0 64307 Bank Service Charges and 17,189 16,472 16,472 16,472 16,472 [Entity] Budget Detail Desc.Note Total [519] credit card charges-16400 16,400 [519] ach billing chages -72 72 Total 16,472 64000 Other Operating Costs 17,609 17,652 17,652 18,292 18,292 66402 Computers and Peripheral 0 3,300 2,726 950 950 [Entity] Budget Detail Desc.Note Total [519] Desktop Replacement - Guest Services Coordinator 950 Total 950 Section V, Page G - 25 519 Guest Services Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 66000 Capital Outlay 0 3,300 2,726 950 950 60000T Total Expenditures & O 197,999 235,050 235,074 237,733 246,800 Section V, Page G - 26 519 Guest Services Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 21,652 21,691 21,691 23,174 24,408 61106 Paid out Leave 1,970 213 213 223 238 61121 PTS Wages 62,661 68,415 68,415 69,205 69,205 61151 Overtime Wages 176 1,000 1,000 1,000 1,000 61202 Ski Pass 797 1,418 1,418 729 729 61301 FT Pension 2,598 2,409 2,409 2,574 2,711 61302 PTS Pension 2,356 2,566 2,566 2,595 2,595 61304 Employee Assistance Prog 10 12 12 12 12 61401 FICA/Medicare 1,295 1,345 1,345 1,368 1,386 61501 Group Health and Life Insu 2,270 89 89 92 97 61505 Long-term Disability Insura 201 200 200 207 219 61507 Dental Insurance 180 0 0 0 0 61509 Worker's Compensation 1,147 1,310 1,310 1,343 1,361 61510 Unemployment Insurance 259 278 278 283 287 61000 Personnel Services 97,573 100,946 100,946 102,805 104,248 62301 General Program Supplies 1,848 2,349 2,349 3,000 3,000 62802 Food and Beverages 2,671 4,100 4,100 3,500 3,500 62805 Clothing and Uniforms 1,891 1,700 1,700 2,000 2,000 62808 Promotional, Informational 500 500 500 500 500 62809 Medical Supplies and 1st 110 200 200 300 300 62899 Other Miscellaneous Oper 0 0 0 300 300 62000 Commodities 7,021 8,849 8,849 9,600 9,600 63103 Training Facilitators 55 300 300 350 350 63203 Printing and Reproduction 97 350 350 350 350 63000 Purchased and Contract 152 650 650 700 700 64101 Travel and Conference 60 1,000 1,000 450 450 64102 Dues, Licenses and Memb 248 375 375 600 600 64306 Permit and Licensing Fees 205 150 150 400 400 64399 Other Administrative Fees 5,804 6,800 6,800 6,936 6,936 64402 Equipment Replacement C 209 209 209 0 0 64000 Other Operating Costs 6,526 8,534 8,534 8,386 8,386 66402 Computers and Peripheral 0 0 0 0 950 66000 Capital Outlay 0 0 0 0 950 60000T Total Expenditures & O 111,272 118,979 118,979 121,491 123,884 Section V, Page G - 27 521 Youth Programs Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 21,652 21,691 21,691 23,174 24,408 61106 Paid out Leave 1,970 213 213 223 238 61121 PTS Wages 62,661 68,415 68,415 69,205 69,205 [Entity] Budget Detail Desc.Note Total [521] After School Lead 800hrs $19 15,200 [521] Day Camp Instructors 467 hrsx $15 7,005 [521] AFter School Counselor $15 x 1200 hrs 18,000 [521] Program Instructors 1,200 hrs x $15 18,000 [521] Day Camp Leader 550 x $20 11,000 Total 69,205 61151 Overtime Wages 176 1,000 1,000 1,000 1,000 61202 Ski Pass 797 1,418 1,418 729 729 [Entity] Budget Detail Desc.Note Total [521] 1 x $729 729 Total 729 61301 FT Pension 2,598 2,409 2,409 2,574 2,711 61302 PTS Pension 2,356 2,566 2,566 2,595 2,595 61304 Employee Assistance Prog 10 12 12 12 12 61401 FICA/Medicare 1,295 1,345 1,345 1,368 1,386 61501 Group Health and Life Insu 2,270 89 89 92 97 61505 Long-term Disability Insura 201 200 200 207 219 61507 Dental Insurance 180 0 0 0 0 61509 Worker's Compensation 1,147 1,310 1,310 1,343 1,361 61510 Unemployment Insurance 259 278 278 283 287 61000 Personnel Services 97,573 100,946 100,946 102,805 104,248 62301 General Program Supplies 1,848 2,349 2,349 3,000 3,000 [Entity] Budget Detail Desc.Note Total [521] After School Supplies 3,000 Total 3,000 62802 Food and Beverages 2,671 4,100 4,100 3,500 3,500 [Entity] Budget Detail Desc.Note Total [521] After School/Day Camp 3,500 Total 3,500 62805 Clothing and Uniforms 1,891 1,700 1,700 2,000 2,000 [Entity] Budget Detail Desc.Note Total [521] Camp Shirts 2,000 Total 2,000 62808 Promotional, Informational 500 500 500 500 500 62809 Medical Supplies and 1st 110 200 200 300 300 62899 Other Miscellaneous Oper 0 0 0 300 300 Section V, Page G - 28 521 Youth Programs Town of Avon Line Item Detail 62000 Commodities 7,021 8,849 8,849 9,600 9,600 63103 Training Facilitators 55 300 300 350 350 [Entity] Budget Detail Desc.Note Total [521] Child Abuse 250 [521] Misc 100 Total 350 63203 Printing and Reproduction 97 350 350 350 350 [Entity] Budget Detail Desc.Note Total [521] Parent Handbooks 350 Total 350 63000 Purchased and Contract 152 650 650 700 700 64101 Travel and Conference 60 1,000 1,000 450 450 [Entity] Budget Detail Desc.Note Total [521] Med Admin 5 x $90 450 Total 450 64102 Dues, Licenses and Memb 248 375 375 600 600 [Entity] Budget Detail Desc.Note Total [521] CPR $50 x 6 300 [521] Child Abuse Training 300 Total 600 64306 Permit and Licensing Fees 205 150 150 400 400 [Entity] Budget Detail Desc.Note Total [521] State of CO 2 x $75 150 [521] Health Inspection 150 [521] Fire Inspection 100 Total 400 64399 Other Administrative Fees 5,804 6,800 6,800 6,936 6,936 [Entity] Budget Detail Desc.Note Total [521] Rafting 900 [521] Bowling trips 1,000 [521] Silverthorne Rec 350 [521] WMSC 1,226 [521] Community Garden 250 [521] Kayak SUP lessons 600 [521] Batter Cupcakes 500 [521] Bouldering 250 [521] Breckenridge Rec 360 [521] Vendettas Pizza Making 500 [521] Field trips other 1,000 Total 6,936 Section V, Page G - 29 521 Youth Programs Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64402 Equipment Replacement C 209 209 209 0 0 64000 Other Operating Costs 6,526 8,534 8,534 8,386 8,386 66402 Computers and Peripheral 0 0 0 0 950 66000 Capital Outlay 0 0 0 0 950 60000T Total Expenditures & O 111,272 118,979 118,979 121,491 123,884 Section V, Page G - 30 521 Youth Programs Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61121 PTS Wages 1,385 33,437 33,437 18,480 18,480 61122 PTS Bonuses 219 0 0 0 0 61151 Overtime Wages 0 750 750 900 900 61202 Ski Pass 0 709 709 0 0 61302 PTS Pension 60 1,254 1,254 693 693 61401 FICA/Medicare 25 506 506 281 281 61509 Worker's Compensation 23 486 486 269 269 61510 Unemployment Insurance 5 105 105 58 58 61000 Personnel Services 1,716 37,247 37,247 20,681 20,681 62301 General Program Supplies 36 750 750 0 0 62304 Merchandise for Resale 386 3,000 3,000 1,000 1,000 62802 Food and Beverages 0 150 150 100 100 62809 Medical Supplies and 1st 0 150 150 50 50 62899 Other Miscellaneous Oper 0 0 0 200 200 62000 Commodities 421 4,050 4,050 1,350 1,350 63599 Other Maintenance Servic 0 750 750 0 0 63000 Purchased and Contract 0 750 750 0 0 64101 Travel and Conference 0 100 100 0 0 64402 Equipment Replacement C 3,536 1,496 1,496 5,710 6,240 64000 Other Operating Costs 3,536 1,596 1,596 5,710 6,240 60000T Total Expenditures & O 5,673 43,643 43,643 27,741 28,271 Section V, Page G - 31 522 Cabin Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61121 PTS Wages 1,385 33,437 33,437 18,480 18,480 [Entity] Budget Detail Desc.Note Total [522] cabin attendants-18480 18,480 Total 18,480 61122 PTS Bonuses 219 0 0 0 0 61151 Overtime Wages 0 750 750 900 900 [Entity] Budget Detail Desc.Note Total [522] cabin attendant-900 900 Total 900 61202 Ski Pass 0 709 709 0 0 61302 PTS Pension 60 1,254 1,254 693 693 61401 FICA/Medicare 25 506 506 281 281 61509 Worker's Compensation 23 486 486 269 269 61510 Unemployment Insurance 5 105 105 58 58 61000 Personnel Services 1,716 37,247 37,247 20,681 20,681 62301 General Program Supplies 36 750 750 0 0 62304 Merchandise for Resale 386 3,000 3,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [522] summer cabin-1000 1,000 Total 1,000 62802 Food and Beverages 0 150 150 100 100 [Entity] Budget Detail Desc.Note Total [522] meetings-100 100 Total 100 62809 Medical Supplies and 1st 0 150 150 50 50 [Entity] Budget Detail Desc.Note Total [522] first aid 50 Total 50 62899 Other Miscellaneous Oper 0 0 0 200 200 [Entity] Budget Detail Desc.Note Total [522] bullhorn, locks, etc..-200 200 Total 200 62000 Commodities 421 4,050 4,050 1,350 1,350 63599 Other Maintenance Servic 0 750 750 0 0 Section V, Page G - 32 522 Cabin Town of Avon Line Item Detail 63000 Purchased and Contract 0 750 750 0 0 64101 Travel and Conference 0 100 100 0 0 64402 Equipment Replacement C 3,536 1,496 1,496 5,710 6,240 [Entity] Budget Detail Desc.Note Total [522] Annual Equipment Rental Charges 5,710 Total 5,710 64000 Other Operating Costs 3,536 1,596 1,596 5,710 6,240 60000T Total Expenditures & O 5,673 43,643 43,643 27,741 28,271 Section V, Page G - 33 522 Cabin Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 303,025 339,910 318,986 328,389 347,627 61106 Paid out Leave 2,678 3,292 4,358 3,137 3,344 61121 PTS Wages 65,934 60,044 60,044 29,820 29,820 61122 PTS Bonuses 658 0 0 0 0 61151 Overtime Wages 6,694 12,698 12,698 10,000 12,698 61202 Ski Pass 0 1,418 1,418 0 0 61301 FT Pension 33,111 37,752 35,568 36,468 38,607 61302 PTS Pension 2,519 2,252 2,252 1,118 1,118 61304 Employee Assistance Prog 144 166 153 144 142 61401 FICA/Medicare 5,405 6,052 5,764 5,385 5,706 61501 Group Health and Life Insu 82,363 98,808 95,233 101,536 106,966 61505 Long-term Disability Insura 2,482 2,908 2,729 2,677 2,766 61507 Dental Insurance 6,998 8,283 8,018 8,640 9,140 61509 Worker's Compensation 12,423 15,351 14,548 13,748 14,487 61510 Unemployment Insurance 1,137 1,252 1,193 1,114 1,180 61000 Personnel Services 525,571 590,185 562,961 542,176 573,602 62202 Sand and Gravel 1,259 4,100 4,100 5,700 5,700 62204 Construction, Maintenance 3,337 6,250 6,250 10,250 10,250 62205 Plumbing and Electrical Su 19,199 26,100 26,100 20,500 20,500 62206 Landscaping and Plant Ma 10,659 19,945 19,945 24,800 24,800 62305 Chemicals 6,424 7,500 7,500 10,600 10,600 62401 Gasoline 7,496 8,344 8,344 8,344 8,344 62402 Diesel 6,485 7,832 7,832 7,832 7,832 62802 Food and Beverages 923 750 750 1,250 1,250 62803 Janitorial, Custodial and Cl 2,568 6,000 6,000 8,150 8,150 62804 Training Supplies 222 200 200 400 400 62805 Clothing and Uniforms 3,426 3,130 3,130 3,300 3,700 62806 Safety Materials and Suppl 4,560 4,525 4,525 4,000 4,000 62807 Consumable Tools/Small 5,412 5,850 5,850 7,200 5,500 62809 Medical Supplies and 1st 400 900 900 1,200 1,200 62899 Other Miscellaneous Oper 18,453 49,025 49,025 17,100 31,600 62000 Commodities 90,821 150,451 150,451 130,626 143,826 63503 R&M - Parks and Athletic 1,149 16,942 16,942 20,000 20,000 63608 Rentals - Machinery and E 38 600 600 1,500 1,500 63999 Other Purchased and Cont 54,759 95,948 95,948 82,500 95,500 63000 Purchased and Contract 55,945 113,490 113,490 104,000 117,000 64101 Travel and Conference 3,226 6,900 6,900 7,700 7,700 64203 Electric 12,619 15,132 15,132 15,000 15,000 64204 Water and Sanitation 38,857 5,466 5,466 5,425 5,425 64206 Cellular and Paging 722 1,080 1,080 622 622 64401 Fleet Maintenance Charge 65,876 84,800 73,490 79,470 86,653 64402 Equipment Replacement C 62,797 63,028 63,028 60,482 60,709 64403 Washbay Charges 5,686 6,292 6,292 8,216 8,216 64000 Other Operating Costs 189,784 182,698 171,388 176,915 184,325 66402 Computers and Peripheral 689 0 0 0 1,900 66404 Furniture and Fixtures 0 17,588 17,588 21,000 11,000 Section V, Page G - 34 551 Parks & Grounds Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 66407 Athletic and Recreational 0 7,412 7,412 0 0 66499 Other Machinery and Equi 3,534 7,500 7,500 11,000 0 66000 Capital Outlay 4,223 32,500 32,500 32,000 12,900 60000T Total Expenditures & O 866,344 1,069,324 1,030,790 985,717 1,031,653 Section V, Page G - 35 551 Parks & Grounds Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 303,025 339,910 318,986 328,389 347,627 61106 Paid out Leave 2,678 3,292 4,358 3,137 3,344 61121 PTS Wages 65,934 60,044 60,044 29,820 29,820 [Entity] Budget Detail Desc.Note Total [551] 1 26 week @ $18.00/hour 18,720 [551] 1 15 week @ $18.50/hour 11,100 Total 29,820 61122 PTS Bonuses 658 0 0 0 0 61151 Overtime Wages 6,694 12,698 12,698 10,000 12,698 61202 Ski Pass 0 1,418 1,418 0 0 61301 FT Pension 33,111 37,752 35,568 36,468 38,607 61302 PTS Pension 2,519 2,252 2,252 1,118 1,118 61304 Employee Assistance Prog 144 166 153 144 142 61401 FICA/Medicare 5,405 6,052 5,764 5,385 5,706 61501 Group Health and Life Insu 82,363 98,808 95,233 101,536 106,966 61505 Long-term Disability Insura 2,482 2,908 2,729 2,677 2,766 61507 Dental Insurance 6,998 8,283 8,018 8,640 9,140 61509 Worker's Compensation 12,423 15,351 14,548 13,748 14,487 61510 Unemployment Insurance 1,137 1,252 1,193 1,114 1,180 61000 Personnel Services 525,571 590,185 562,961 542,176 573,602 62202 Sand and Gravel 1,259 4,100 4,100 5,700 5,700 [Entity] Budget Detail Desc.Note Total [551] Beach/VB courts sand 1,200 [551] Athletic Field Top Dressing 4,500 Total 5,700 62204 Construction, Maintenance 3,337 6,250 6,250 10,250 10,250 [Entity] Budget Detail Desc.Note Total [551] Park Signage 1,250 [551] Lumber 1,300 [551] Hardware 600 [551] Weed Barrier 2,100 [551] Split Rail 3,000 [551] Vandalism 1,500 [551] Other 500 Total 10,250 62205 Plumbing and Electrical Su 19,199 26,100 26,100 20,500 20,500 [Entity] Budget Detail Desc.Note Total [551] Irrigation Controller Replacement Repair 5,000 [551] Nozzles 2,000 [551] PVC Fittings 2,000 [551] Rotors 4,000 [551] Misc. Parts 4,000 [551] Backflow Repair 1,500 [551] Other 2,000 Total 20,500 Section V, Page G - 36 551 Parks & Grounds Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62206 Landscaping and Plant Ma 10,659 19,945 19,945 24,800 24,800 [Entity] Budget Detail Desc.Note Total [551] Mulch 4,500 [551] Topsoil/compost 3,000 [551] Annuals & Perennials 6,500 [551] Replacement Trees (5)2,000 [551] Sod 5,000 [551] Grass Seed 1,250 [551] Wildflower Seed 800 [551] Bulbs 1,250 [551] Other/Vandalism 500 Total 24,800 62305 Chemicals 6,424 7,500 7,500 10,600 10,600 [Entity] Budget Detail Desc.Note Total [551] Fertilizer 4,500 [551] Snow Melt 3,500 [551] Pesticides 1,500 [551] Tag-i-nator 1,100 Total 10,600 62401 Gasoline 7,496 8,344 8,344 8,344 8,344 [Entity] Budget Detail Desc.Note Total [551] Unleaded Fuel for Parks Vehicles and Equipment 8,344 Total 8,344 62402 Diesel 6,485 7,832 7,832 7,832 7,832 [Entity] Budget Detail Desc.Note Total [551] Diesel Fuel for Parks Vehicles and Equipment 7,832 Total 7,832 62802 Food and Beverages 923 750 750 1,250 1,250 62803 Janitorial, Custodial and Cl 2,568 6,000 6,000 8,150 8,150 [Entity] Budget Detail Desc.Note Total [551] Dog Waste Bags 5,000 [551] Trash Liners 1,600 [551] Recycle Liners 400 [551] Compost Bags 400 [551] Cleaning Supplies 750 Total 8,150 62804 Training Supplies 222 200 200 400 400 62805 Clothing and Uniforms 3,426 3,130 3,130 3,300 3,700 [Entity] Budget Detail Desc.Note Total [551] Work Wear (6ppl)x$350 2,100 [551] Outer Wear (6ppl)1,200 Total 3,300 Section V, Page G - 37 551 Parks & Grounds Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62806 Safety Materials and Suppl 4,560 4,525 4,525 4,000 4,000 [Entity] Budget Detail Desc.Note Total [551] Type II clothing 700 [551] Gloves 700 [551] Work Boots 1,100 [551] Misc Safety Supplies 1,500 Total 4,000 62807 Consumable Tools/Small 5,412 5,850 5,850 7,200 5,500 [Entity] Budget Detail Desc.Note Total [551] Maintenance Tools 1,500 [551] String Trimmers (2)1,200 [551] Rock Bucket 2,500 [551] Roto-tiller 2,000 Total 7,200 62809 Medical Supplies and 1st 400 900 900 1,200 1,200 62899 Other Miscellaneous Oper 18,453 49,025 49,025 17,100 31,600 [Entity] Budget Detail Desc.Note Total [551] Replacement Holiday Lights 3,500 [551] Recreation Materials and Supplies 3,000 [551] Special Events Materials 2,000 [551] Replacement Flags 2,500 [551] Engineered Wood Fiber 3,000 [551] Replacement Waste Cans 1,500 [551] Infield Conditioner 1,600 Total 17,100 62000 Commodities 90,821 150,451 150,451 130,626 143,826 63503 R&M - Parks and Athletic 1,149 16,942 16,942 20,000 20,000 [Entity] Budget Detail Desc.Note Total [551] Upper Field 12,000 [551] Lower Field 8,000 Total 20,000 63608 Rentals - Machinery and E 38 600 600 1,500 1,500 [Entity] Budget Detail Desc.Note Total [551] Air Compressor Rental 1,500 Total 1,500 63999 Other Purchased and Cont 54,759 95,948 95,948 82,500 95,500 [Entity] Budget Detail Desc.Note Total [551] Snow Removal 30,000 [551] Tree Care 10,500 [551] Statue Maintenance 7,000 [551] Misc. Landfill Fees 1,000 [551] Landscape Derbis Dumpster 3,000 Section V, Page G - 38 551 Parks & Grounds Town of Avon Line Item Detail [Entity] Budget Detail Desc.Note Total [551] Asphalt R&M 20,000 [551] Weed Spraying 5,000 [551] Port o Lav rental (3)6,000 Total 82,500 63000 Purchased and Contract 55,945 113,490 113,490 104,000 117,000 64101 Travel and Conference 3,226 6,900 6,900 7,700 7,700 [Entity] Budget Detail Desc.Note Total [551] CPR/1st Aid 1,000 [551] Pesticide Applicator 800 [551] CPSI 700 [551] Irrigation Training 2,000 [551] Manager Training 1,200 [551] Lodging 2,000 Total 7,700 64203 Electric 12,619 15,132 15,132 15,000 15,000 [Entity] Budget Detail Desc.Note Total [551] Pump House 10,400 [551] Park Restrooms 2,500 [551] Cabin 1,800 [551] Pocket Park - Wildrige 300 Total 15,000 64204 Water and Sanitation 38,857 5,466 5,466 5,425 5,425 [Entity] Budget Detail Desc.Note Total [551] Cabin Water and Sewer 650 [551] Restrooms Water and Sewer 500 [551] Irrigation Meters:0 [551] Avon Rd - Core 350 [551] E BC Blvd 325 [551] SE Burger King Meter 650 [551] O'Neal Spur 950 [551] Roundabout #1 650 [551] Basketball Courts 150 [551] Shutdown Nottingham/Puder Ditch 775 [551] Eaglebend Pocket Park 425 Total 5,425 64206 Cellular and Paging 722 1,080 1,080 622 622 [Entity] Budget Detail Desc.Note Total [551] $51.80 x 12 months 622 Total 622 64401 Fleet Maintenance Charge 65,876 84,800 73,490 79,470 86,653 [Entity] Budget Detail Desc.Note Total [551] Annual Fleet Maintenance Charges 79,470 Total 79,470 Section V, Page G - 39 551 Parks & Grounds Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64402 Equipment Replacement C 62,797 63,028 63,028 60,482 60,709 [Entity] Budget Detail Desc.Note Total [551] Annual Equipment Rental Charges 60,482 Total 60,482 64403 Washbay Charges 5,686 6,292 6,292 8,216 8,216 [Entity] Budget Detail Desc.Note Total [551] Annual Washbay Charges - 7 vehicles/equipment 8,216 Total 8,216 64000 Other Operating Costs 189,784 182,698 171,388 176,915 184,325 66402 Computers and Peripheral 689 0 0 0 1,900 66404 Furniture and Fixtures 0 17,588 17,588 21,000 11,000 [Entity] Budget Detail Desc.Note Total [551] Picnic Tables 21,000 Total 21,000 66407 Athletic and Recreational 0 7,412 7,412 0 0 66499 Other Machinery and Equi 3,534 7,500 7,500 11,000 0 [Entity] Budget Detail Desc.Note Total [551] Bulk Top Dresser 11,000 Total 11,000 66000 Capital Outlay 4,223 32,500 32,500 32,000 12,900 60000T Total Expenditures & O 866,344 1,069,324 1,030,790 985,717 1,031,653 Section V, Page G - 40 551 Parks & Grounds Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 287,619 212,680 212,680 0 0 61106 Paid out Leave 1,230 19,553 18,668 0 0 61151 Overtime Wages 519 1,200 1,200 0 0 61301 FT Pension 31,381 25,546 25,448 0 0 61304 Employee Assistance Prog 138 102 102 0 0 61401 FICA/Medicare 4,060 3,385 3,372 0 0 61501 Group Health and Life Insu 95,901 76,771 76,771 0 0 61505 Long-term Disability Insura 2,396 1,840 1,840 0 0 61507 Dental Insurance 8,179 6,863 6,863 0 0 61509 Worker's Compensation 6,933 5,829 5,829 0 0 61510 Unemployment Insurance 868 700 698 0 0 61000 Personnel Services 439,224 354,470 353,472 0 0 62204 Construction, Maintenance 4,709 5,211 5,211 0 0 62205 Plumbing and Electrical Su 8,549 9,155 9,155 0 0 62207 Electrical 6,460 5,621 5,621 0 0 62208 Mechanical - HVAC 1,470 2,770 2,770 0 0 62209 Mechanical - Other 2,764 10,000 10,000 0 0 62401 Gasoline 3,198 3,160 3,160 0 0 62402 Diesel 683 2,136 2,136 0 0 62803 Janitorial, Custodial and Cl 29,875 20,000 20,000 0 0 62805 Clothing and Uniforms 1,314 700 700 0 0 62806 Safety Materials and Suppl 190 500 500 0 0 62807 Consumable Tools/Small 2,204 3,500 3,500 0 0 62899 Other Miscellaneous Oper 3,695 2,050 2,050 0 0 62000 Commodities 65,111 64,803 64,803 0 0 63104 Engineering Services 510 500 500 0 0 63304 Computer Services and Su 0 2,550 2,550 0 0 63306 Security Services 3,069 9,450 9,450 0 0 63501 R&M - Buildings and Facilit 80,857 54,355 54,355 0 0 63507 R&M - Machinery and Equi 1,227 16,100 16,100 0 0 63549 R&M - Other Specialized E 7,635 10,340 10,340 0 0 63551 Laundry and Cleaning Ser 325 1,188 1,188 0 0 63599 Other Maintenance Servic 51,748 122,230 122,230 0 0 63699 Other Miscellaneous Rent 0 1,500 1,500 0 0 63999 Other Purchased and Cont 0 0 5,700 0 0 63000 Purchased and Contract 145,372 218,213 223,913 0 0 64101 Travel and Conference 1,144 3,300 3,300 0 0 64102 Dues, Licenses and Memb 3,924 4,109 4,109 0 0 64201 Telephone & Long-distanc 2,111 2,250 2,250 0 0 64202 Gas 43,030 48,880 48,880 0 0 64203 Electric 135,187 201,882 201,882 0 0 64204 Water and Sanitation 32,973 28,384 28,384 0 0 64205 Trash Collection and Recy 7,979 13,922 13,922 0 0 64206 Cellular and Paging 239 360 360 0 0 64401 Fleet Maintenance Charge 6,802 7,908 6,853 0 0 64402 Equipment Replacement C 38,143 78,625 78,625 0 0 64403 Washbay Charges 1,196 1,248 1,248 0 0 64907 Paid Claims 0 0 268 0 0 Section V, Page G - 41 571 Buildings Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64000 Other Operating Costs 272,729 390,868 390,081 0 0 66202 Building Improvements 17,006 24,140 24,140 0 0 66402 Computers and Peripheral 0 860 860 0 0 66000 Capital Outlay 17,006 25,000 25,000 0 0 60000T Total Expenditures & O 939,442 1,053,354 1,057,269 0 0 Section V, Page G - 42 571 Buildings Town of Avon Line Item Detail Section V, Page H-1 Fund: Transit Dept: Transportation Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 401,181$ 482,125$ 457,122$ 634,659$ 669,503$ Commodities 86,788 119,785 119,785 124,178 125,548 Contract Services 12,916 95,503 95,503 94,894 95,521 Other Operating Costs 398,035 527,346 529,854 545,647 567,552 Debt Service 60,220 60,220 60,220 60,220 60,220 Capital Outlay 113,117 121,100 121,100 410,000 - Total 1,072,257$ 1,406,079$ 1,383,584$ 1,869,598$ 1,518,344$ Department Expenditures by Program Administration 54,793$ 219,197$ 219,197$ 240,302$ 246,175$ Operations 1,017,464 998,124 999,913 1,408,165 1,039,464 Wash Bay - 188,758 164,474 221,131 232,705 Total 1,072,257$ 1,406,079$ 1,383,584$ 1,869,598$ 1,518,344$ Authorized Positions Transit Superintendent 1 1 1 1 1 Fleet Care Coordinator 0 0 1 1 1 Bus Driver/CDL Driver 3 3 3 3 3 Total 4 4 5 5 5 1. Redesigned Avon core bus service to include service to Buffalo Ridge along with Wal-Mart and Home Depot. 2. Developed joint winter season work schedule to maximize CDL needs in the Transit Parks and Road and Bridge Departments saving two (2) FTE 3. Administered continuation of the lease agreement with ECO for bus storage, with the addition of WiFi and vault room use for the upcoming winter season. Budget Summary DEPARTMENT OVERVIEW ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY 2014 MAJOR ACCOMPLISHMENTS The Transportation Department is the singular department of the Transit Fund and is responsible for all transportation related activities for the Town of Avon. The Department's core responsibilities consist of developing and sustaining effective, safe, and consistent community transportation programs for the residents and guests of the Town of Avon. The Transit Fund operates as an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Transit Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Transportation Department is administered by the Transit Superintendent who coordinates both the operational and administrative areas; with operational oversight greater is the winter and general non-operational duties heavier in the summer. Section V, Page H-2 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:118,947$ Total Activity Cost:240,302$ Performance Metric(s):Internal Survey Community Survey Estimated Personnel Time:67% Estimated Nonpersonnel Costs:684,323$ Total Activity Cost:943,471$ Performance Metric(s):Winter cost per rider per route - Skier Shuttle@ $1.76 Black Line @ $2.54 Restaurant Shuttle @ $2.55 Winter on time performance 99% Community Survey Estimated Personnel Time:33% Estimated Nonpersonnel Costs:337,054$ Total Activity Cost:464,694$ Performance Metric(s):Summer cost per rider per route - Black Line @ $2.54 Summer on time performance Community Survey 99% PROGRAM ACTIVITIES AND OPERATIONS Administration: The Transit Superintendent oversees the day-to-day bus service routes, transit program development, strategic planning, funding allocations, establishes performance goals, pursues coordination strategies, develops a passenger feedback systems, designs and implements advertising and promotion, completes annual reports, budgets, ADA certification and compliance, drug/alcohol program, vehicle procurement, Federal Transit Administration, Region VIII/Colorado Department of Transportation grant solicitation/management, and Intergovernmental Agreement/Third Party contract execution. The Transit Superintendent occasionally fills in for drivers on sick leave or during hiring transitions. Route Operations: Includes service design/service implementation schedule and policy, system safety and security, fleet management, customer (guest) service protocols, employee standards, seasonal employee recruitment, training, and certification, performance metric(s), and day to day field operational supervision. Winter Service: Three (3) route operations occur during the winter months: The Black Line serving the Avon Core and residential areas other than Wildridge, a Skier Shuttle, supported with funding from Beaver Creek, and evening Restaurant Shuttle. Hours and route frequency are summarized in the table below. The Town provides in-kind bus service for The Birds of Prey World Cup, running additional buses. Summer Service: The seven-day per week Black Line Route operates occur during the summer months: The Black Line serves the Avon Core and residential areas other than Wildridge. In 2014, a smaller 25-seat shuttle van will operate the route. Hours and route frequency are summarized in the table below. Section V, Page H-3 Fund: Transit Dept: Transportation Budget Summary Estimated Personnel Time:100% Estimated Nonpersonnel Costs:94,614$ Total Activity Cost:221,131$ Performance Metric(s):Internal Survey Cost Recovery Wash Bay: Located in the Bus Storage Facility, a wash bay is sized for large buses and smaller vehicles and equipment. The bay also includes a service station for checking fluids and daily checklists. Charges are estimated each year based upon the operational and maintenance costs of operating the wash bay, including staff time for servicing vehicles. Winter Winter Winter Loop Winter Summer Summer Summer Loop Summer AnnualRouteOp Hrs Frequence # Buses Time Serv. Hr.Op Hrs Frequence # Buses Time Serv. Hr.Cost Blue Line 6:30-10:30 15-20 Min 1 30 Min 1,330 6:30-10:30 15-20 Min 1 30 Min 2,043 $274,6631:30-6:30 1:30-6:30 Red Line 6:30-10:30 15-20 Min 1 30 Min 1,330 6:30-10:30 15-20 Min 1 30 Min 2,043 $274,6631:30-6:30 1:30-6:30 Skier Shuttle 8:00-6:00 15 -30 Min 2 30 Min 2,913 $237,206 Restaurant Shuttle 6:00-10:00 30 Min 1 30 Min 635 $51,708 Black Line 11:00-2:00 30 Min 1 30 Min 490 11:00-2:00 30 Min 1 30 Min 795 $104,638 Total Service Hrs 6,698 Total Service Hrs 4,881 $942,878Grand Total Service Hours 11,579 Section V, Page H-4 Fund Summary Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Taxes 40,375$ 39,999$ 40,007$ 40,191$ 44,210$ Intergovernmental 90,494 96,000 100,000 328,000 - Charges for Services 94,884 312,252 261,382 263,066 288,066 Other Revenues 8,903 47,632 57,025 63,080 83,440 Total Operating Revenues 234,656 495,883 458,414 694,337 415,716 Other Sources Transfers In from General Fund - Operating 776,000 825,000 860,000 1,020,000 1,030,000 Transfers In from General Fund - Capital - - - 82,000 - Total Other Sources 776,000 825,000 860,000 1,102,000 1,030,000 TOTAL REVENUES 1,010,656 1,320,883 1,318,414 1,796,337 1,445,716 EXPENDITURES Administration 54,793 219,197 219,197 240,302 246,175 Operations 1,017,464 998,124 999,913 1,408,165 1,039,464 Washbay - 188,758 164,474 221,131 232,705 TOTAL EXPENDITURES 1,072,257 1,406,079 1,383,584 1,869,598 1,518,344 NET SOURCE (USE) OF FUNDS (61,601) (85,196) (65,170) (73,261) (72,628) FUND BALANCES, Beginning of Year 622,333 560,732 560,732 475,536 495,562 FUND BALANCES, End of Year 560,732$ 475,536$ 495,562$ 402,275$ 422,934$ MUNICIPAL SERVICES Transit Enterprise Fund #52 DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 82,377 82,377 87,949 91,995 61106 Paid out Leave 0 792 792 834 880 61301 FT Pension 0 9,149 9,149 9,766 10,216 61304 Employee Assistance Prog 0 24 24 24 24 61401 FICA/Medicare 0 1,206 1,206 1,287 1,347 61501 Group Health and Life Insu 0 13,441 13,441 14,865 15,651 61505 Long-term Disability Insura 0 497 497 497 497 61507 Dental Insurance 0 1,050 1,050 1,170 1,239 61509 Worker's Compensation 0 4,399 4,399 4,696 4,912 61510 Unemployment Insurance 0 250 250 266 279 61000 Personnel Services 0 113,185 113,185 121,355 127,040 62207 Electrical 0 400 400 400 412 62208 Mechanical - HVAC 0 4,000 4,000 4,000 4,120 62801 Employee Recognition Exp 0 100 100 80 100 62899 Other Miscellaneous Oper 551 500 500 500 500 62901 Duplicating Supplies 0 600 600 500 500 62904 Software 165 0 0 0 0 62999 Office Supplies and Materi 79 500 500 500 500 62000 Commodities 795 6,100 6,100 5,980 6,132 63203 Printing and Reproduction 3,621 5,000 5,000 4,500 4,500 63306 Security Services 0 1,400 1,400 1,400 1,400 63501 R&M - Buildings and Facilit 0 9,341 9,341 20,550 20,550 63504 R&M - Office Equipment a 53 1,200 1,200 1,200 1,236 63599 Other Maintenance Servic 0 903 903 903 903 63603 Rentals - Office Equipment 2,077 1,917 1,917 1,917 1,917 63999 Other Purchased and Cont 4,995 4,600 4,600 3,558 3,558 63000 Purchased and Contract 10,746 24,361 24,361 34,028 34,064 64101 Travel and Conference 1,380 1,200 1,200 1,200 1,200 64201 Telephone & Long-distanc 2,301 4,220 4,220 4,220 4,220 64202 Gas 520 17,832 17,832 25,356 25,356 64203 Electric 16,476 36,764 36,764 29,724 29,724 64204 Water and Sanitation 2,231 1,500 1,500 4,116 4,116 64301 Postage and Delivery 31 50 50 50 50 64303 Treasurer Fees 1,211 1,290 1,290 1,186 1,186 64901 Advertising and Legal Noti 0 500 500 500 500 64905 Insurance Premiums 15,646 12,195 12,195 12,587 12,587 64906 Insurance Deductibles 3,456 0 0 0 0 64000 Other Operating Costs 43,252 75,551 75,551 78,939 78,939 60000T Total Expenditures & O 54,793 219,197 219,197 240,302 246,175 Section V, Page H - 5 431 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 82,377 82,377 87,949 91,995 61106 Paid out Leave 0 792 792 834 880 61301 FT Pension 0 9,149 9,149 9,766 10,216 61304 Employee Assistance Prog 0 24 24 24 24 61401 FICA/Medicare 0 1,206 1,206 1,287 1,347 61501 Group Health and Life Insu 0 13,441 13,441 14,865 15,651 61505 Long-term Disability Insura 0 497 497 497 497 61507 Dental Insurance 0 1,050 1,050 1,170 1,239 61509 Worker's Compensation 0 4,399 4,399 4,696 4,912 61510 Unemployment Insurance 0 250 250 266 279 61000 Personnel Services 0 113,185 113,185 121,355 127,040 62207 Electrical 0 400 400 400 412 62208 Mechanical - HVAC 0 4,000 4,000 4,000 4,120 62801 Employee Recognition Exp 0 100 100 80 100 [Entity] Budget Detail Desc.Note Total [431] 4 x $20 80 Total 80 62899 Other Miscellaneous Oper 551 500 500 500 500 [Entity] Budget Detail Desc.Note Total [431] Bus Video Supplies 500 Total 500 62901 Duplicating Supplies 0 600 600 500 500 [Entity] Budget Detail Desc.Note Total [431] Copy Paper & Toner 500 Total 500 62904 Software 165 0 0 0 0 62999 Office Supplies and Materi 79 500 500 500 500 [Entity] Budget Detail Desc.Note Total [431] Genral Office Supplies 500 Total 500 62000 Commodities 795 6,100 6,100 5,980 6,132 63203 Printing and Reproduction 3,621 5,000 5,000 4,500 4,500 [Entity] Budget Detail Desc.Note Total [431] Bus Stop Displays - Bus Schedules 4,500 Total 4,500 Section V, Page H - 6 431 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63306 Security Services 0 1,400 1,400 1,400 1,400 [Entity] Budget Detail Desc.Note Total [431] Bldg. Security & Fire Monitoring 1,400 Total 1,400 63501 R&M - Buildings and Facilit 0 9,341 9,341 20,550 20,550 [Entity] Budget Detail Desc.Note Total [431] Elevator Maintenane 5,200 [431] MTech HVAC & DDC Maintenance 12,950 [431] Fire Ext. Maintenance 400 [431] Boiler Inspection 2,000 Total 20,550 63504 R&M - Office Equipment a 53 1,200 1,200 1,200 1,236 63599 Other Maintenance Servic 0 903 903 903 903 [Entity] Budget Detail Desc.Note Total [431] Pest Control 903 Total 903 63603 Rentals - Office Equipment 2,077 1,917 1,917 1,917 1,917 [Entity] Budget Detail Desc.Note Total [431] 1/2 Copier Lease $319.57 x 12 months 1,917 Total 1,917 63999 Other Purchased and Cont 4,995 4,600 4,600 3,558 3,558 [Entity] Budget Detail Desc.Note Total [431] CASTA Lobbyist 3,558 Total 3,558 63000 Purchased and Contract 10,746 24,361 24,361 34,028 34,064 64101 Travel and Conference 1,380 1,200 1,200 1,200 1,200 [Entity] Budget Detail Desc.Note Total [431] Drug/Alcohol Training 1,200 [431] CASTA Spring/Fall Conference 0 [431] FTA/CDPT Training 0 Total 1,200 64201 Telephone & Long-distanc 2,301 4,220 4,220 4,220 4,220 [Entity] Budget Detail Desc.Note Total [431] Fire Alarm Elevator 2,295 [431] Transit Office 1,925 Total 4,220 Section V, Page H - 7 431 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64202 Gas 520 17,832 17,832 25,356 25,356 [Entity] Budget Detail Desc.Note Total [431] Annual Utility Cost 25,356 Total 25,356 64203 Electric 16,476 36,764 36,764 29,724 29,724 [Entity] Budget Detail Desc.Note Total [431] Annual Utility Cost 29,724 Total 29,724 64204 Water and Sanitation 2,231 1,500 1,500 4,116 4,116 [Entity] Budget Detail Desc.Note Total [431] Annual Utility Cost 4,116 Total 4,116 64301 Postage and Delivery 31 50 50 50 50 [Entity] Budget Detail Desc.Note Total [431] Direct Mailing, FedEx Shipping 50 Total 50 64303 Treasurer Fees 1,211 1,290 1,290 1,186 1,186 [Entity] Budget Detail Desc.Note Total [431] Treasurer Collection Fee 1,186 Total 1,186 64901 Advertising and Legal Noti 0 500 500 500 500 [Entity] Budget Detail Desc.Note Total [431] ADA Public Hearing, Employment Ads, Radio Promotions 500 Total 500 64905 Insurance Premiums 15,646 12,195 12,195 12,587 12,587 [Entity] Budget Detail Desc.Note Total [431] CIRSA Allocation - Transit (7.5%)12,587 Total 12,587 64906 Insurance Deductibles 3,456 0 0 0 0 64000 Other Operating Costs 43,252 75,551 75,551 78,939 78,939 60000T Total Expenditures & O 54,793 219,197 219,197 240,302 246,175 Section V, Page H - 8 431 Administration Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 185,133 125,106 125,106 143,164 151,402 61106 Paid out Leave 1,664 1,291 1,291 1,381 1,456 61121 PTS Wages 90,980 62,586 62,586 118,620 118,620 61122 PTS Bonuses 3,728 2,836 2,836 5,103 5,103 61151 Overtime Wages 1,864 8,203 8,203 5,900 15,062 61301 FT Pension 20,206 13,904 13,904 15,900 16,814 61302 PTS Pension 3,592 2,347 2,347 4,448 4,448 61304 Employee Assistance Prog 86 68 68 73 72 61401 FICA/Medicare 4,077 2,900 2,900 3,975 4,229 61501 Group Health and Life Insu 66,699 52,939 52,939 66,009 69,574 61505 Long-term Disability Insura 1,527 1,156 1,156 1,298 1,375 61507 Dental Insurance 5,671 4,876 4,876 6,116 6,462 61509 Worker's Compensation 15,103 10,023 10,023 13,979 14,419 61510 Unemployment Insurance 850 600 600 823 875 61000 Personnel Services 401,181 288,835 288,835 386,788 409,912 62401 Gasoline 1,953 3,000 3,000 34,753 34,753 62402 Diesel 80,375 95,885 95,885 71,535 71,535 62801 Employee Recognition Exp 0 600 600 180 500 62802 Food and Beverages 878 1,000 1,000 1,000 1,000 62805 Clothing and Uniforms 2,576 3,150 3,150 2,847 2,847 62809 Medical Supplies and 1st 207 1,000 1,000 300 1,000 62999 Office Supplies and Materi 4 250 250 50 250 62000 Commodities 85,993 104,885 104,885 110,665 111,885 63301 Medical Services and Exa 2,070 2,750 2,750 2,750 2,750 63506 R&M - Radios and Commu 100 7,483 7,483 6,363 6,363 63000 Purchased and Contract 2,170 10,233 10,233 9,113 9,113 64102 Dues, Licenses and Memb 3,334 2,700 2,700 2,700 2,700 64202 Gas 9,772 0 0 0 0 64206 Cellular and Paging 1,544 1,020 1,020 820 820 64401 Fleet Maintenance Charge 106,244 115,000 117,508 127,071 139,707 64402 Equipment Replacement C 2,476 39,838 39,838 44,076 44,076 64403 Washbay Charges 14,883 40,118 40,118 40,742 40,742 64902 Financial Support, Donatio 216,530 213,456 213,456 215,970 220,289 64000 Other Operating Costs 354,782 412,132 414,640 431,379 448,334 65201 Capital Lease Payments 60,220 60,220 60,220 60,220 60,220 65000 Debt Services 60,220 60,220 60,220 60,220 60,220 66402 Computers and Peripheral 0 1,100 1,100 0 0 66503 Buses and People Moving 113,117 120,000 120,000 410,000 0 66000 Capital Outlay 113,117 121,100 121,100 410,000 0 60000T Total Expenditures & O 1,017,465 997,405 999,913 1,408,165 1,039,464 Section V, Page H - 9 432 Operations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 185,133 125,106 125,106 143,164 151,402 61106 Paid out Leave 1,664 1,291 1,291 1,381 1,456 61121 PTS Wages 90,980 62,586 62,586 118,620 118,620 [Entity] Budget Detail Desc.Note Total [432] Winter Hours 0 [432] PTS Drivers - 5,776 hours x $20/ Hour 113,340 [432] Driver Training - New - 3 @ $20.00/hour x 80 hours 4,800 [432] Returning Drivers - 6 @ $20.00/hour x 4 hours 480 Total 118,620 61122 PTS Bonuses 3,728 2,836 2,836 5,103 5,103 [Entity] Budget Detail Desc.Note Total [432] End of Season Bonus - 7 @ $650 5,103 Total 5,103 61151 Overtime Wages 1,864 8,203 8,203 5,900 15,062 [Entity] Budget Detail Desc.Note Total [432] 5% of $118,000 5,900 Total 5,900 61301 FT Pension 20,206 13,904 13,904 15,900 16,814 61302 PTS Pension 3,592 2,347 2,347 4,448 4,448 61304 Employee Assistance Prog 86 68 68 73 72 61401 FICA/Medicare 4,077 2,900 2,900 3,975 4,229 61501 Group Health and Life Insu 66,699 52,939 52,939 66,009 69,574 61505 Long-term Disability Insura 1,527 1,156 1,156 1,298 1,375 61507 Dental Insurance 5,671 4,876 4,876 6,116 6,462 61509 Worker's Compensation 15,103 10,023 10,023 13,979 14,419 61510 Unemployment Insurance 850 600 600 823 875 61000 Personnel Services 401,181 288,835 288,835 386,788 409,912 62401 Gasoline 1,953 3,000 3,000 34,753 34,753 [Entity] Budget Detail Desc.Note Total [432] Unleaded Fuel 0 [432] 4,881 service hrs @ 2gal/hr x $3.56 per 34,753 Total 34,753 62402 Diesel 80,375 95,885 95,885 71,535 71,535 [Entity] Budget Detail Desc.Note Total [432] Fuel for Avon Buses 0 [432] 6,698 Service Hours @ 3 gal/hr x $3.56 per gal 71,535 Total 71,535 Section V, Page H - 10 432 Operations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62801 Employee Recognition Exp 0 600 600 180 500 62802 Food and Beverages 878 1,000 1,000 1,000 1,000 [Entity] Budget Detail Desc.Note Total [432] Coffee Service 500 [432] Meeting/Functions 500 Total 1,000 62805 Clothing and Uniforms 2,576 3,150 3,150 2,847 2,847 [Entity] Budget Detail Desc.Note Total [432] Driver Uniform Winter Jackets 10 x $120 0 [432] Vests - 10 x $40 400 [432] Shirts - 10 x $40 400 [432] Hats - 10 x $12 120 [432] Summer Shits - 6 x $22 132 [432] Name Tags - 10 x $12 120 [432] Embroidery - 25 x $15 375 [432] Jackets - 10 x $130 1,300 Total 2,847 62809 Medical Supplies and 1st 207 1,000 1,000 300 1,000 [Entity] Budget Detail Desc.Note Total [432] First Aid Supplies 300 Total 300 62999 Office Supplies and Materi 4 250 250 50 250 [Entity] Budget Detail Desc.Note Total [432] Office Supplies 50 Total 50 62000 Commodities 85,993 104,885 104,885 110,665 111,885 63301 Medical Services and Exa 2,070 2,750 2,750 2,750 2,750 [Entity] Budget Detail Desc.Note Total [432] Drug/Alcohol Program:0 [432] Random Drug 1,000 [432] Random Alcohol 1,000 [432] Pre-Employment 250 [432] DOT Physicals 500 Total 2,750 63506 R&M - Radios and Commu 100 7,483 7,483 6,363 6,363 [Entity] Budget Detail Desc.Note Total [432] 800 MHz Radio Service 6,363 Total 6,363 Section V, Page H - 11 432 Operations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63000 Purchased and Contract 2,170 10,233 10,233 9,113 9,113 64102 Dues, Licenses and Memb 3,334 2,700 2,700 2,700 2,700 [Entity] Budget Detail Desc.Note Total [432] CASTA Coalition 2,700 [432] National Safety Council 0 [432] Colorado Safety Association 0 [432] FTA/DOT CDL Certification 0 Total 2,700 64202 Gas 9,772 0 0 0 0 64206 Cellular and Paging 1,544 1,020 1,020 820 820 [Entity] Budget Detail Desc.Note Total [432] $68.31 x 12 months 820 Total 820 64401 Fleet Maintenance Charge 106,244 115,000 117,508 127,071 139,707 [Entity] Budget Detail Desc.Note Total [432] Annual Fleet Maintenance Charges 127,071 Total 127,071 64402 Equipment Replacement C 2,476 39,838 39,838 44,076 44,076 [Entity] Budget Detail Desc.Note Total [432] Annual Equipment Rental Charges 44,076 Total 44,076 64403 Washbay Charges 14,883 40,118 40,118 40,742 40,742 [Entity] Budget Detail Desc.Note Total [432] Annual Washbay Charges - 1 wash/bus/day + 2 vehicles 40,742 Total 40,742 64902 Financial Support, Donatio 216,530 213,456 213,456 215,970 220,289 [Entity] Budget Detail Desc.Note Total [432] Gondola Operations 2014/2015 (84%)181,415 [432] Gondola Operations 2015/2016 (16%)34,555 Total 215,970 64000 Other Operating Costs 354,782 412,132 414,640 431,379 448,334 65201 Capital Lease Payments 60,220 60,220 60,220 60,220 60,220 [Entity] Budget Detail Desc.Note Total [432] 2011 Gillig Bus 60,220 Total 60,220 Section V, Page H - 12 432 Operations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 65000 Debt Services 60,220 60,220 60,220 60,220 60,220 66402 Computers and Peripheral 0 1,100 1,100 0 0 66503 Buses and People Moving 113,117 120,000 120,000 410,000 0 [Entity] Budget Detail Desc.Note Total [432] FTA-5339 Grant: $410K bus; Match=$82K 410,000 Total 410,000 66000 Capital Outlay 113,117 121,100 121,100 410,000 0 60000T Total Expenditures & O 1,017,465 997,405 999,913 1,408,165 1,039,464 Section V, Page H - 13 432 Operations Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 28,217 13,279 45,088 47,379 61106 Paid out Leave 0 415 415 440 472 61121 PTS Wages 0 27,492 27,492 40,320 40,320 61122 PTS Bonuses 0 709 709 1,458 1,458 61151 Overtime Wages 0 2,199 2,199 2,100 4,032 61301 FT Pension 0 3,150 1,506 5,008 5,264 61302 PTS Pension 0 1,031 1,031 1,512 1,512 61304 Employee Assistance Prog 0 16 7 24 24 61401 FICA/Medicare 0 856 639 1,296 1,358 61501 Group Health and Life Insu 0 11,571 4,959 21,993 23,180 61505 Long-term Disability Insura 0 232 99 409 433 61507 Dental Insurance 0 1,067 457 2,039 2,154 61509 Worker's Compensation 0 2,975 2,177 4,561 4,683 61510 Unemployment Insurance 0 177 132 268 281 61000 Personnel Services 0 80,105 55,102 126,517 132,551 62208 Mechanical - HVAC 0 600 600 500 500 62899 Other Miscellaneous Oper 0 8,200 8,200 7,032 7,032 62000 Commodities 0 8,800 8,800 7,532 7,532 63501 R&M - Buildings and Facilit 0 22,106 22,106 12,950 12,950 63549 R&M - Other Specialized E 0 19,690 19,690 19,690 20,281 63999 Other Purchased and Cont 0 19,113 19,113 19,113 19,113 63000 Purchased and Contract 0 60,909 60,909 51,753 52,344 64201 Telephone & Long-distanc 0 660 660 1,350 1,350 64204 Water and Sanitation 0 13,000 13,000 6,792 6,792 64205 Trash Collection and Recy 0 4,000 4,000 4,950 9,900 64402 Equipment Replacement C 0 22,003 22,003 22,237 22,237 64000 Other Operating Costs 0 39,663 39,663 35,329 40,279 60000T Total Expenditures & O 0 189,477 164,474 221,131 232,705 Section V, Page H - 14 436 Washbay Transit Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 0 28,217 13,279 45,088 47,379 61106 Paid out Leave 0 415 415 440 472 61121 PTS Wages 0 27,492 27,492 40,320 40,320 [Entity] Budget Detail Desc.Note Total [436] Winter Hours - 1,120 x $20.00 40,320 [436] Summer Hours - 896 x $20.00 0 Total 40,320 61122 PTS Bonuses 0 709 709 1,458 1,458 [Entity] Budget Detail Desc.Note Total [436] 2 @ $729 1,458 Total 1,458 61151 Overtime Wages 0 2,199 2,199 2,100 4,032 [Entity] Budget Detail Desc.Note Total [436] $40,320 x 5%2,100 Total 2,100 61301 FT Pension 0 3,150 1,506 5,008 5,264 61302 PTS Pension 0 1,031 1,031 1,512 1,512 61304 Employee Assistance Prog 0 16 7 24 24 61401 FICA/Medicare 0 856 639 1,296 1,358 61501 Group Health and Life Insu 0 11,571 4,959 21,993 23,180 61505 Long-term Disability Insura 0 232 99 409 433 61507 Dental Insurance 0 1,067 457 2,039 2,154 61509 Worker's Compensation 0 2,975 2,177 4,561 4,683 61510 Unemployment Insurance 0 177 132 268 281 61000 Personnel Services 0 80,105 55,102 126,517 132,551 62208 Mechanical - HVAC 0 600 600 500 500 [Entity] Budget Detail Desc.Note Total [436] Filters/Belts 500 Total 500 62899 Other Miscellaneous Oper 0 8,200 8,200 7,032 7,032 [Entity] Budget Detail Desc.Note Total [436] Validated (8/28/2014)7,032 [436] Water Softner Supplies 0 Total 7,032 62000 Commodities 0 8,800 8,800 7,532 7,532 63501 R&M - Buildings and Facilit 0 22,106 22,106 12,950 12,950 [Entity] Budget Detail Desc.Note Total Section V, Page H - 15 436 Washbay Transit Town of Avon Line Item Detail [436] MTech Contract @ $12,950- 50/50 split 431 & 436 12,950 [Entity] Budget Detail Desc.Note Total Total 12,950 63549 R&M - Other Specialized E 0 19,690 19,690 19,690 20,281 63999 Other Purchased and Cont 0 19,113 19,113 19,113 19,113 [Entity] Budget Detail Desc.Note Total [436] Sludge Pit Annual Cleaning - $5,000 19,113 Total 19,113 63000 Purchased and Contract 0 60,909 60,909 51,753 52,344 64201 Telephone & Long-distanc 0 660 660 1,350 1,350 [Entity] Budget Detail Desc.Note Total [436] Modem 1,350 Total 1,350 64204 Water and Sanitation 0 13,000 13,000 6,792 6,792 [Entity] Budget Detail Desc.Note Total [436] Annual Utility Cost 6,792 Total 6,792 64205 Trash Collection and Recy 0 4,000 4,000 4,950 9,900 [Entity] Budget Detail Desc.Note Total [436] Sludge Removal - $4,950 x 1/yr 4,950 Total 4,950 64402 Equipment Replacement C 0 22,003 22,003 22,237 22,237 [Entity] Budget Detail Desc.Note Total [436] Annual Equipment Rental Charges 22,237 Total 22,237 64000 Other Operating Costs 0 39,663 39,663 35,329 40,279 60000T Total Expenditures & O 0 189,477 164,474 221,131 232,705 Section V, Page H - 16 436 Washbay Transit Town of Avon Line Item Detail Section V, Page I-1 Fund: Fleet Dept: Fleet Maintenance Original or Final Prev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget Department Expenditures by Category 2013 2014 2014 2015 2016 Personnel Services 645,961$ 649,526$ 642,039$ 697,740$ 731,988$ Commodities 506,620 434,384 486,912 523,191 571,228 Contract Services 82,290 67,280 86,221 65,167 78,337 Other Operating Costs 106,813 114,310 119,232 128,205 135,433 Debt Service 253,747 261,522 261,522 262,116 258,064 Capital Outlay 24,351 19,120 19,120 12,500 7,400 Total 1,619,782$ 1,546,142$ 1,615,046$ 1,688,919$ 1,782,450$ Department Expenditures by Program Fleet Maintenance 1,608,101$ 1,546,142$ 1,615,046$ 1,688,919$ 1,782,450$ Wash Bay 11,681 - - - - Total 1,619,782$ 1,546,142$ 1,615,046$ 1,688,919$ 1,782,450$ Authorized Positions Fleet Manager 1 1 1 1 1 Accounting Assistant II 1 1 1 1 1 Mechanic I-II 5 5 5 5 5 Mechanics Helper 1 1 1 1 1 Total 8 8 8 8 8 1. Continue "right sizing" Towns Fleet by selling under utilized vehicles on a public auction website. 2. Completed Annual Inseptions on the entire Town Transit fleet in the second quarter of the year. 3. Continue working with Beaver Creek in the planning and maintenance of critical vehicles and equipment for the 2015 WASC. Budget Summary DEPARTMENT OVERVIEW 2014 MAJOR ACCOMPLISHMENTS ADMINISTRATION OF THE DEPARTMENT DEPARTMENT FINANCIAL SUMMARY The Fleet Maintenance Fund is an enterprise fund and is used to account for operations that are financed and operated a manner similar to private business enterprises, where the intent of the Town Council is that the costs of providing services to the general public on a continuing basis be financed or recovered through user charges. Monies may also be provided to the Fleet Maintenance Fund from general taxes collected by the Town of Avon, when appropriate, to ensure a positive net income on an annual basis. The Fleet Department is the only division in the Fund and provides vehicle and rolling stock service for Town of Avon as well as other third party governmental agencies. The Fleet Department is administered by the Fleet Manager who spends approximately 90% on general department administration, and the balance on mechanic training and hands-on support. Section V, Page I-2 Fund: Fleet Dept: Fleet Maintenance Budget Summary Estimated Personnel Time:35% Estimated Nonpersonnel Costs:346,913$ Total Activity Cost:591,122$ Performance Metric(s):70% Cost Recovery Internal Survey Estimated Personnel Time:65% Estimated Nonpersonnel Costs:644,266$ Total Activity Cost:1,097,797$ Performance Metric(s):70% Cost Recovery Internal Survey PROGRAM ACTIVITIES AND OPERATIONS Town of Avon Vehicles and Rolling Stock: Town departments are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a billable total cost recovery of 70% from work through the year. Third Party Vehicles and Rolling Stock: Third party governmental agencies are charged a competitive “fully burdened” shop rate for regular maintenance and repair. The Fleet Department targets a cost recovery of 70% from total work through the year. Section V, Page I-3 Fund Summary Original or FinalPrev. Amend.Revised Proposed Proposed Actual Budget Budget Budget Budget 2013 2014 2014 2015 2016 REVENUES Charges for Services 1,344,126$ 1,299,935$ 1,271,638$ 1,372,358$ 1,505,438$ Other Revenue 2,475 - - - - Total Operating Revenues 1,346,601 1,299,935 1,271,638 1,372,358 1,505,438 Other Sources Transfers-In from General Fund 150,000 150,000 300,000 300,000 275,000 Capital Lease Proceeds 24,351 - - - - Total Other Sources 174,351 150,000 300,000 300,000 275,000 TOTAL REVENUES 1,520,952 1,449,935 1,571,638 1,672,358 1,780,438 EXPENDITURES Public Works: Fleet Maintenance 1,608,101 1,546,142 1,615,046 1,688,919 1,782,450 Washbay 11,681 - - - - Total Operating Expenditures 1,619,782 1,546,142 1,615,046 1,688,919 1,782,450 TOTAL EXPENDITURES 1,619,782 1,546,142 1,615,046 1,688,919 1,782,450 NET SOURCE (USE) OF FUNDS (98,830) (96,207) (43,408) (16,561) (2,012) FUND BALANCES, Beginning of Year 321,627 304,827 222,797 179,389 162,828 FUND BALANCES, End of Year 222,797$ 208,620$ 179,389$ 162,828$ 160,816$ MUNICIPAL SERVICES Fleet Maintenance Enterprise Fund #61 DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 419,127 433,635 428,025 473,357 496,257 61106 Paid out Leave 10,075 4,170 7,935 4,550 4,815 61111 FT Bonuses 0 0 5,000 0 0 61151 Overtime Wages 2,753 6,000 6,000 6,000 6,000 61301 FT Pension 45,904 48,159 47,956 52,570 55,118 61304 Employee Assistance Prog 182 192 188 195 193 61401 FICA/Medicare 5,917 6,435 6,408 7,017 7,353 61501 Group Health and Life Insu 133,249 121,789 115,330 126,303 133,043 61505 Long-term Disability Insura 3,313 3,554 3,495 3,759 3,894 61507 Dental Insurance 11,301 10,080 9,825 10,808 11,434 61509 Worker's Compensation 13,544 14,181 10,551 11,731 12,360 61510 Unemployment Insurance 598 1,331 1,326 1,452 1,521 61000 Personnel Services 645,961 649,526 642,039 697,740 731,988 62401 Gasoline 2,793 2,844 2,844 2,844 2,930 62404 Auto & Equip Parts - Stock 461,843 382,000 435,128 470,539 517,327 62801 Employee Recognition Exp 0 160 160 160 160 62802 Food and Beverages 406 450 450 660 680 62805 Clothing and Uniforms 0 1,250 1,250 1,408 1,408 62807 Consumable Tools/Small 6,318 9,000 9,000 9,500 9,500 62809 Medical Supplies and 1st 783 1,180 1,180 1,180 1,215 62899 Other Miscellaneous Oper 31,859 35,500 35,500 35,500 36,566 62999 Office Supplies and Materi 1,854 1,400 1,400 1,400 1,442 62000 Commodities 505,857 433,784 486,912 523,191 571,228 63501 R&M - Buildings and Facilit 4,462 6,500 6,500 1,000 10,000 63504 R&M - Office Equipment a 0 600 600 600 600 63505 R&M - Vehicles 23,774 14,000 14,000 14,000 14,000 63506 R&M - Radios and Commu 2,176 500 500 500 500 63507 R&M - Machinery and Equi 14,987 9,500 9,500 10,000 10,000 63549 R&M - Other Specialized E 282 4,000 22,341 6,000 9,000 63551 Laundry and Cleaning Ser 6,575 7,725 7,725 9,012 9,282 63599 Other Maintenance Servic 12,572 11,500 11,500 10,500 10,800 63603 Rentals - Office Equipment 1,612 1,555 1,555 1,555 1,555 63999 Other Purchased and Cont 9,536 12,000 12,000 12,000 12,600 63000 Purchased and Contract 75,976 67,880 86,221 65,167 78,337 64101 Travel and Conference 452 4,000 4,000 4,000 4,000 64102 Dues, Licenses and Memb 420 700 700 500 500 64201 Telephone & Long-distanc 0 1,200 1,200 1,200 1,200 64202 Gas 12,317 16,000 16,000 16,500 17,325 64203 Electric 10,864 13,500 13,500 17,940 18,837 64204 Water and Sanitation 3,888 3,800 3,800 4,300 4,515 64205 Trash Collection and Recy 2,565 4,300 4,300 4,300 4,429 64206 Cellular and Paging 1,698 1,020 1,020 820 820 64301 Postage and Delivery 54 480 480 250 250 64401 Fleet Maintenance Charge 44,281 43,092 48,014 51,922 57,804 64402 Equipment Replacement C 4,559 4,021 4,021 3,623 3,623 64403 Washbay Charges 2,405 1,872 1,872 1,872 1,872 64905 Insurance Premiums 18,707 20,325 20,325 20,978 20,978 Section V, Page I - 4 434 Fleet Maintenance Operatio Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64000 Other Operating Costs 102,209 114,310 119,232 128,205 136,153 65101 Principal 125,000 130,000 130,000 135,000 135,000 65102 Interest 128,747 125,906 125,906 122,006 117,954 65201 Capital Lease Payments 0 5,616 5,616 5,110 5,110 65000 Debt Services 253,747 261,522 261,522 262,116 258,064 66402 Computers and Peripheral 0 2,200 2,200 0 3,900 66499 Other Machinery and Equi 24,351 16,920 16,920 12,500 3,500 66000 Capital Outlay 24,351 19,120 19,120 12,500 7,400 60000T Total Expenditures & O 1,608,100 1,546,142 1,615,046 1,688,919 1,783,170 Section V, Page I - 5 434 Fleet Maintenance Operatio Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 61101 Regular Full-time Salaries 419,127 433,635 428,025 473,357 496,257 61106 Paid out Leave 10,075 4,170 7,935 4,550 4,815 61111 FT Bonuses 0 0 5,000 0 0 61151 Overtime Wages 2,753 6,000 6,000 6,000 6,000 [Entity] Budget Detail Desc.Note Total [434] Overtime for 6 mechanics to cover sick days and PTO 6,000 Total 6,000 61301 FT Pension 45,904 48,159 47,956 52,570 55,118 61304 Employee Assistance Prog 182 192 188 195 193 61401 FICA/Medicare 5,917 6,435 6,408 7,017 7,353 61501 Group Health and Life Insu 133,249 121,789 115,330 126,303 133,043 61505 Long-term Disability Insura 3,313 3,554 3,495 3,759 3,894 61507 Dental Insurance 11,301 10,080 9,825 10,808 11,434 61509 Worker's Compensation 13,544 14,181 10,551 11,731 12,360 61510 Unemployment Insurance 598 1,331 1,326 1,452 1,521 61000 Personnel Services 645,961 649,526 642,039 697,740 731,988 62401 Gasoline 2,793 2,844 2,844 2,844 2,930 [Entity] Budget Detail Desc.Note Total [434] For 3 Fleet trucks 2,844 Total 2,844 62404 Auto & Equip Parts - Stock 461,843 382,000 435,128 470,539 517,327 [Entity] Budget Detail Desc.Note Total [434] Parts for TOA vehicles and Equipment 192,152 [434] Parts for 3rd Party vehicles and Equipment 278,387 Total 470,539 62801 Employee Recognition Exp 0 160 160 160 160 62802 Food and Beverages 406 450 450 660 680 [Entity] Budget Detail Desc.Note Total [434] Coffee for Fleet and Facilities 500 [434] Food for misc Fleet meetings 160 Total 660 62805 Clothing and Uniforms 0 1,250 1,250 1,408 1,408 [Entity] Budget Detail Desc.Note Total [434] Winter and Summer gloves 125 [434] Jackets and insulated coveralls for 8 employees 1,283 Total 1,408 Section V, Page I - 6 434 Fleet Maintenance Operatio Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62807 Consumable Tools/Small 6,318 9,000 9,000 9,500 9,500 [Entity] Budget Detail Desc.Note Total [434] Hand and miscellaneous spceiality tools 7,000 [434] Replace broken or worn out tools 2,500 Total 9,500 62809 Medical Supplies and 1st 783 1,180 1,180 1,180 1,215 [Entity] Budget Detail Desc.Note Total [434] Shop First Aid Kit supplies 1,180 Total 1,180 62899 Other Miscellaneous Oper 31,859 35,500 35,500 35,500 36,566 [Entity] Budget Detail Desc.Note Total [434] Shop supplies 25,000 [434] Repair related hardware 5,250 [434] chemicals 5,250 Total 35,500 62999 Office Supplies and Materi 1,854 1,400 1,400 1,400 1,442 [Entity] Budget Detail Desc.Note Total [434] Copier and Fax paper 1,000 [434] Misc office supplies 400 Total 1,400 62000 Commodities 505,857 433,784 486,912 523,191 571,228 63501 R&M - Buildings and Facilit 4,462 6,500 6,500 1,000 10,000 [Entity] Budget Detail Desc.Note Total [434] Garage door repair 1,000 Total 1,000 63504 R&M - Office Equipment a 0 600 600 600 600 [Entity] Budget Detail Desc.Note Total [434] Fax and copier repairs 600 Total 600 63505 R&M - Vehicles 23,774 14,000 14,000 14,000 14,000 [Entity] Budget Detail Desc.Note Total [434] Outside repairs of engine and 2,500 [434] Paint and Body 4,500 [434] Glass repair or replace 2,000 [434] Radiator and Aftercoolers 3,000 [434] Towing 2,000 Total 14,000 Section V, Page I - 7 434 Fleet Maintenance Operatio Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 63506 R&M - Radios and Commu 2,176 500 500 500 500 [Entity] Budget Detail Desc.Note Total [434] Fleet radio repairs 500 Total 500 63507 R&M - Machinery and Equi 14,987 9,500 9,500 10,000 10,000 [Entity] Budget Detail Desc.Note Total [434] Panit and Body 1,000 [434] Glass repair and repalce 1,000 [434] Radiator and Aftercoolers 1,000 [434] Towing 3,000 [434] Engine and transmission 4,000 Total 10,000 63549 R&M - Other Specialized E 282 4,000 22,341 6,000 9,000 [Entity] Budget Detail Desc.Note Total [434] Shop lifts 4,000 [434] Pressure Washer 1,000 [434] Misc. shop Equipment 1,000 Total 6,000 63551 Laundry and Cleaning Ser 6,575 7,725 7,725 9,012 9,282 [Entity] Budget Detail Desc.Note Total [434] Uniform and shop towel service 9,012 Total 9,012 63599 Other Maintenance Servic 12,572 11,500 11,500 10,500 10,800 [Entity] Budget Detail Desc.Note Total [434] Tire Disposal fees 500 [434] Parts washer service 7,000 [434] Waste oil and Filter disposal 3,000 Total 10,500 63603 Rentals - Office Equipment 1,612 1,555 1,555 1,555 1,555 [Entity] Budget Detail Desc.Note Total [434] Copier Lease ($129.61 x 12)1,555 Total 1,555 63999 Other Purchased and Cont 9,536 12,000 12,000 12,000 12,600 [Entity] Budget Detail Desc.Note Total [434] Welding gas tank lease 1,000 [434] International Diagnostics Software 350 [434] Allison Diagnostic Software 400 [434] Cummins Insite and Quick Serve subscriptions 1,250 [434] GM Tech 2 Subscription 500 [434] Alldata subscription 1,750 [434] CCG Systems sofware support 4,300 [434] Drinking water service 1,500 Section V, Page I - 8 434 Fleet Maintenance Operatio Town of Avon Line Item Detail [434] Other Diagnostics subscrition updates 950 [Entity] Budget Detail Desc.Note Total Total 12,000 63000 Purchased and Contract 75,976 67,880 86,221 65,167 78,337 64101 Travel and Conference 452 4,000 4,000 4,000 4,000 [Entity] Budget Detail Desc.Note Total [434] EVT certifications 750 [434] ASE certifications 1,000 [434] AC certifications 250 [434] Fire Mechanics Academy 2,000 Total 4,000 64102 Dues, Licenses and Memb 420 700 700 500 500 [Entity] Budget Detail Desc.Note Total [434] RMFMA 200 [434] APWA 150 [434] Colorado Emergency Vehicle Mechanics Association 150 Total 500 64201 Telephone & Long-distanc 0 1,200 1,200 1,200 1,200 [Entity] Budget Detail Desc.Note Total [434] Fleet Building 1,200 Total 1,200 64202 Gas 12,317 16,000 16,000 16,500 17,325 [Entity] Budget Detail Desc.Note Total [434] Fleet Building 16,500 Total 16,500 64203 Electric 10,864 13,500 13,500 17,940 18,837 [Entity] Budget Detail Desc.Note Total [434] Fleet Building 17,940 Total 17,940 64204 Water and Sanitation 3,888 3,800 3,800 4,300 4,515 [Entity] Budget Detail Desc.Note Total [434] Fleet Building 4,300 Total 4,300 64205 Trash Collection and Recy 2,565 4,300 4,300 4,300 4,429 [Entity] Budget Detail Desc.Note Total [434] 50% of 20yd dumpster and Fuel Island trash cans 4,300 Total 4,300 Section V, Page I - 9 434 Fleet Maintenance Operatio Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 64206 Cellular and Paging 1,698 1,020 1,020 820 820 [Entity] Budget Detail Desc.Note Total [434] $68.31 x 12 months 820 Total 820 64301 Postage and Delivery 54 480 480 250 250 [Entity] Budget Detail Desc.Note Total [434] Parts and Supplies 250 Total 250 64401 Fleet Maintenance Charge 44,281 43,092 48,014 51,922 57,804 [Entity] Budget Detail Desc.Note Total [434] Annual Fleet Maintenance Charges 51,922 Total 51,922 64402 Equipment Replacement C 4,559 4,021 4,021 3,623 3,623 [Entity] Budget Detail Desc.Note Total [434] Annual Equipment Rental Charges 3,623 Total 3,623 64403 Washbay Charges 2,405 1,872 1,872 1,872 1,872 [Entity] Budget Detail Desc.Note Total [434] Annual Washbay Charges - 3 vehicles 1,872 Total 1,872 64905 Insurance Premiums 18,707 20,325 20,325 20,978 20,978 [Entity] Budget Detail Desc.Note Total [434] CIRSA Allocation - Shop Bldg (12.5%)20,978 Total 20,978 64000 Other Operating Costs 102,209 114,310 119,232 128,205 136,153 65101 Principal 125,000 130,000 130,000 135,000 135,000 65102 Interest 128,747 125,906 125,906 122,006 117,954 65201 Capital Lease Payments 0 5,616 5,616 5,110 5,110 [Entity] Budget Detail Desc.Note Total [434] 2013 Nissan Pneumatic Tire Forklift 5,110 Total 5,110 65000 Debt Services 253,747 261,522 261,522 262,116 258,064 66402 Computers and Peripheral 0 2,200 2,200 0 3,900 66499 Other Machinery and Equi 24,351 16,920 16,920 12,500 3,500 [Entity] Budget Detail Desc.Note Total Section V, Page I - 10 434 Fleet Maintenance Operatio Town of Avon Line Item Detail [434] Replace 20+ year old Heavy Duty Tire Machine 12,500 [Entity] Budget Detail Desc.Note Total Total 12,500 66000 Capital Outlay 24,351 19,120 19,120 12,500 7,400 60000T Total Expenditures & O 1,608,100 1,546,142 1,615,046 1,688,919 1,783,170 Section V, Page I - 11 434 Fleet Maintenance Operatio Town of Avon Line Item Detail DESCRIPTION 2013 ACTUALS 2014 ORIG/ AMENDED 2014 FINAL 2015 PROPOSED 2016 PROPOSED 62899 Other Miscellaneous Oper 763 0 0 0 0 62000 Commodities 763 0 0 0 0 63501 R&M - Buildings and Facilit 3,373 0 0 0 0 63549 R&M - Other Specialized E 384 0 0 0 0 63999 Other Purchased and Cont 2,557 0 0 0 0 63000 Purchased and Contract 6,314 0 0 0 0 64201 Telephone & Long-distanc 709 0 0 0 0 64204 Water and Sanitation 3,895 0 0 0 0 64000 Other Operating Costs 4,604 0 0 0 0 60000T Total Expenditures & O 11,681 0 0 0 0 Section V, Page I - 12 435 Washbay Fleet Town of Avon Line Item Detail Personnel Schedule Full-time Equivalent Employees Section VI, Page 1 2012 2013 2013 2014 2014 2015 Department/Position Actual Proposed Actual Proposed Actual Proposed General Government: Town Manager / Acting Town Manager 1.00 1.00 1.00 1.00 1.00 1.00 Asst Town Manager / Dir Admin Svc - 1.00 1.00 1.00 - - Community Relations Officer 0.75 0.75 0.75 0.75 0.75 0.75 Town Clerk / Municipal Court Clerk 1.00 1.00 1.00 1.00 1.00 1.00 Records Administrator / Deputy Town Clerk - - - - 1.00 1.00 Executive Assistant to the Town Manager - - - - 1.00 1.00 Total General Government 2.75 3.75 3.75 3.75 4.75 4.75 Finance & Administration Department Finance Director/Assistant Town Manager 1.00 1.00 1.00 1.00 1.00 1.00 Finance Manager 1.00 1.00 1.00 1.00 1.00 1.00 Budget Analyst 1.00 1.00 1.00 1.00 1.00 1.00 Payroll Specialist 1.00 1.00 1.00 1.00 1.00 1.00 Accounting Assistant I-II 2.00 2.00 2.00 2.00 2.00 2.00 IT Administrator 1.00 1.00 1.00 1.00 1.00 1.00 Help Desk Technician 1.00 1.00 1.00 1.00 1.00 1.00 Human Resource Generalist 1.00 1.00 1.00 1.00 1.00 1.00 Human Resource Assistant 1.00 1.00 1.00 1.00 1.00 1.00 Building Attendant 3.00 3.00 3.00 3.00 1.00 1.00 Total Finance 13.00 13.00 13.00 13.00 11.00 11.00 Community Development Community Development Director - 1.00 - - - - Building Official 1.00 1.00 1.00 1.00 1.00 1.00 Building Inspector - - - - - - Building Permit Technician - - - - - - Planning Manager - - - 1.00 - 1.00 Senior Planner - - 1.00 - 1.00 - Planner I-II 2.00 2.00 1.00 1.00 1.00 1.00 Planning Technician - - - - - - GIS Programmer / Analyst 1.00 1.00 - - - - Code Enforcement Officer - - - - - - Economic Initiatives Director - - - 1.00 1.00 1.00 Special Events Supervisor - - - - 1.00 1.00 Total Community Development 4.00 5.00 3.00 4.00 5.00 5.00 Police Department Police Chief 1.00 1.00 1.00 1.00 1.00 1.00 Police Lieutenant 1.00 1.00 1.00 1.00 1.00 1.00 Sergeant 3.00 3.00 3.00 3.00 3.00 3.00 Administrative Services Supervisor - - - - - - Administrative Services Officer 2.00 2.00 2.00 2.00 2.00 2.00 Investigator/Detective 1.00 1.00 1.00 1.00 1.00 1.00 Officer 12.00 12.00 12.00 12.00 12.00 12.00 Police Service Officer - - - - - - Total Police Department 20.00 20.00 20.00 20.00 20.00 20.00 Road & Bridge Department Superintendent 1.00 1.00 1.00 1.00 1.00 1.00 Maintenance Supervisor 1.00 1.00 1.00 - - - Town Electrician 0.50 0.50 - - - - Operator I - II 5.00 6.00 5.00 6.00 5.00 5.00 Total Road & Bridge Department 7.50 8.50 7.00 7.00 6.00 6.00 Personnel Schedule Full-time Equivalent Employees Section VI, Page 2 2012 2013 2013 2014 2014 2015 Department/Position Actual Proposed Actual Proposed Actual Proposed Engineering Department Town Engineer 1.00 1.00 1.00 1.00 1.00 1.00 Project Engineer 1.00 1.00 - - - 1.00 Engineer I-III - - 1.00 1.00 1.00 - 2.00 2.00 2.00 2.00 2.00 2.00 Building & Facilities Superintendent 0.25 0.25 - - - - Town Electrician 0.50 0.50 1.00 1.00 1.00 1.00 Maintenance Supervisor 1.00 1.00 - - - - Maintenance Tech Supervisor - - - - - - Building Technician I - II 1.00 1.00 2.00 2.00 2.00 2.00 2.75 2.75 3.00 3.00 3.00 3.00 Total Engineering Department 4.75 4.75 5.00 5.00 5.00 5.00 Transportation Director 0.35 0.35 - - - - Administrative Assistant I-II - - - - - - Transit Superintendent 1.00 1.00 1.00 1.00 1.00 1.00 Transit Foreman - - - - - - Fleet Care Coordinator - - 1.00 1.00 - 1.00 Bus Driver 3.00 3.00 3.00 3.00 2.00 2.00 CDL Driver - - - - 1.00 1.00 Total Transportation 4.35 4.35 5.00 5.00 4.00 5.00 Fleet Maintenance Director 0.25 0.25 - - - - Fleet Manager 1.00 1.00 1.00 1.00 1.00 1.00 Accounting Assistant I-II 1.00 1.00 1.00 1.00 1.00 1.00 Mechanic Helper - - 1.00 1.00 1.00 1.00 Lead Mechanic - - - - - - Mechanic I-II 5.00 5.00 5.00 5.00 5.00 5.00 Total Fleet Maintenance 7.25 7.25 8.00 8.00 8.00 8.00 Parks & Recreation Department Director 1.00 1.00 - 1.00 1.00 1.00 Recreation Superintendent / Interim Director 1.00 1.00 1.00 1.00 - - Guest Services Coordinator 1.00 1.00 1.00 1.00 1.00 1.00 Administrative Assistant 1.00 1.00 - - - - Recreation Program Coordinator 1.00 1.00 1.00 1.00 1.00 1.00 Special Events Supervisor 1.00 1.00 1.00 1.00 - - Rec Coordinator/Adult Youth Coord - - - - - - Aquatics Coordinator 1.00 1.00 1.00 1.00 1.00 1.00 Senior Lifeguard 2.00 2.00 2.00 2.00 2.00 3.00 Guest Services Attendant III 1.00 1.00 - 1.00 1.00 2.00 10.00 10.00 7.00 9.00 7.00 9.00 Parks & Grounds Superintendent 0.75 0.75 1.00 1.00 1.00 1.00 Maintenance Supervisor 2.00 2.00 2.00 2.00 2.00 2.00 Maintenance Worker I - II 5.00 5.00 6.00 6.00 5.00 5.00 7.75 7.75 9.00 9.00 8.00 8.00 Total Recreation 17.75 17.75 16.00 18.00 15.00 17.00 Total Full-time Employees 81.35 84.35 80.75 83.75 78.75 81.75 RECREATIONAL TRAILS ADVISORY GROUP FORMATION – WORK SESSION PAGE 1 OF 2 TOWN COUNCIL REPORT To: Honorable Mayor and Avon Town Council From: Matt Pielsticker, AICP, Planning Manager Date: October 7, 2014 Agenda Topic: Trails Advisory Committee Work Session: Purpose, Duties and Process for Selection Summary During Open Houses held in May for trails planning on the West Avon Preserve, a formal trails’ advisory committee was discussed. This trails advisory committee is found in the Town of Avon Recreational Trails Master Plan (2009). The Town of Avon Recreational Trails Master Plan, or “Trails Plan,” is an advisory document that is a sub-plan of the Avon Comprehensive Plan. It recommends the formation of a Recreational Trails Advisory Group to “direct trail planning, design, construction, and maintenance.” The Trails Plan goes on to recommend the make-up of the Advisory Group and their general functions. An excerpt from the Trails Master Plan is attached hereto (Attachment A). At the July 15th Council meeting this topic was discussed and Council provided additional feedback on the group’s composition. It was agreed to come back with more information on the functional role of the committee and a more diverse range of members, including solicitation from: Traer creek, residents with trail building experience, hiker representation, possibly an International Mountain Bike Association (IMBA) specialist or liaison. This Memorandum summarizes Town staff’s recommended process for solicitation and Council appointment of a Recreational Trails Advisory Group. Recommendations 1. September 23rd – Council reviews and affirms the need for the Recreational Trails Advisory Group, and duties as described in the Trails Master Plan and sets October 28th as the date to take action on a resolution establishing the Recreational Trails Advisory Group. Two-year staggered terms are recommended. 2. Town Staff solicits through the Vail Daily newspaper a five (5) member, volunteer Recreational Trails Advisory Group composed of the following: a. One (1) member with trail building experience b. One (1) full-time resident of the Wildridge or Mountain Star Community c. One (1) full-time resident of the Singletree Community d. One (1) representative from Village (at Avon) e. One (1) member to represent the hiking community The advertisement (sample attached as Attachment B) will highlight the role of the Committee and desire for community members who are avid hikers, and also those with demonstrated experience working with the IMBA organization. 3. Interested applicants should provide a detailed letter of interest and statement of residency by not later than October 17th, 5:00 p.m. RECREATIONAL TRAILS ADVISORY GROUP FORMATION – WORK SESSION PAGE 2 OF 2 4. Town Council interviews applicants at its October 28th meeting; appointing the top three applicants to two-year terms; and two applicants to one-year terms. Thereafter, all Recreational Trails Advisory Group members will be appointed to a two-year term. 5. Recreational Trails Advisory Group, assisted by Community Development staff, begin meeting and develop work plan to carry out duties. Attachments A – Trails Plan excerpt B – Draft Advertisement Avon Recreational Trails Master Plan Page 2 Vision Statement The vision guiding the Town of Avon’s Recreational Trails Master Plan was developed from input provided through public consultations held in August 2006 and August 2008. At a general level, the vision expresses what people agree needs to be protected or retained and what may be accomplished. The vision for the Town of Avon is fundamentally one of sustainability – of respecting natural systems and managing uses of the trails in ways that enhance the resident and guest experiences and protect the ability of future generations to enjoy this wonderful endowment. By adopting an approach that protects the local ecology while providing recreational, social and health benefits, the local trail system can become a model of sustainable recreational trails management. At the heart of achieving this vision is a commitment to balancing environmental protection with recreational uses and activity. This commitment will be shared by all who are responsible for this asset – individuals using the area, partnering government agencies, surrounding private land owners, and other stakeholders. Common, sustainable strategies should emphasize awareness, education, safety and stewardship. Management approaches will be shaped by a desire to minimize negative impacts on the environment and local residents, while maximizing opportunities for positive outcomes such as community partnerships, education, habitat protection, or other opportunities. The Town has a collaborative and systematic vision for implementing this new Recreational Trails Program. An Avon Recreational Trails Advisory Group should be formed to direct trail planning, design, construction, and maintenance. This Group should consist of five members, with at least one full-time resident from Wildridge and one from Mountain Star participating. Participants who are not on Town staff should be nominated or self-volunteered and be confirmed by the Planning and Zoning Commission or the Town Council. The Trails Advisory Group will have the key responsibility to develop and manage a volunteer program for trail construction and maintenance. The Trails Advisory Group will also be responsible for updating this Recreational Trails Master Plan periodically (e.g. every 2-3 years) and presenting the update to Town leadership for formal adoption. Town staff will lead project implementation activities (including development of mapping and design details, review of deliverables from consultants, annual budget planning, bidding and assignment of trail construction contracts), public relations, and communications with outside stakeholders (e.g. USDA Forest Service, Singletree HOA, Eagle County). Statement of Principles The principles listed below were developed in conjunction with the vision statement, with input provided from Town of Avon staff and through the public consultation process. The principles express the range of basic concepts which are crucial to the development of a successful recreational trails management program and the realization of the vision. 1. Sustainable Planning Framework The mountain environment is important asset requiring careful management to preserve and sustain it for future generations. This requires a framework that supports a harmonious balance between long-term social, economic, and environmental values. Balancing the biophysical and physical capacity of the area to accommodate recreational use is a key consideration. 2. Public Health, Safety and Risk Management To enhance the healthy outdoor lifestyles found on the western slope, users require a challenging, yet safe and maintained outdoor mountain recreational trail system within a risk management framework that includes standards and regulations for trail use. Risks of use should be clearly communicated to trail RECREATIONAL TRAILS ADVISORY GROUP FORMATION – WORK SESSION PAGE 1 OF 1 DRAFT - Trail Advisory Group Advertisement What is it? The Trail Advisory Group will be a committee of engaged citizens to help direct recreational trail planning including the design, construction and maintenance of existing and new trails. Participants are volunteers with a strong interest in supporting and enhancing the recreational trails program. Trail Advisory Group Goals • Protect local ecology while providing recreational, social, and health benefits • Balancing environmental protection with recreational uses and activity • Become a model of sustainable recreational trails management • Foster positive working relationships with outside stakeholders (i.e. Vail Valley Mountain Bike Association, United States Forest Service, Beaver Creek Resort Co.) Who We’re Looking For: • Our ideal Group Composition looks like… • One (1) member with Trail building experience • One (1) full-time resident of the Wildridge or Mountain Star Community • One (1) full-time resident of the Singletree Community • One (1) representative from Village (at Avon) • One (1) member to represent the hiking community Applicants who have experience working with the International Mountain Biking Association (IMBA) are strongly encouraged to apply. Additionally, those with grant writing experience will receive preference. What is Expected? • Develop and manage a volunteer program for trail construction and maintenance • Update the Trails Plan (2009) periodically (e.g. ~2-3 years), beginning in 2015 with major update • Work with Town Staff toward implementation activities • Represent the Trail Advisory Group at Planning Commission, Town Council, and other regional trails planning (i.e. IMBA Ride Center committee) meetings Frequency of Meetings • The Trails Advisory Group will be tasked to determine an appropriate meeting frequency • Frequency may change depending on current projects and needs • Initial frequency is anticipated to be every 1-2 months How do I Get Involved? • Volunteers need to submit a detailed letter of interest not later than October 17, 2014. • Selection will be made by Town Council on October 28th, 2014 TOWN COUNCIL REPORT To: Honorable Mayor and Town Council From: Virginia Egger, Town Manager Date: October 14, 2014 Agenda Topic: West Avon Trail Names BACKGROUND On September 30th, Town staff sent an email to individuals and groups who have been involved with the West Avon Preserve trail project, requesting suggestions and recommendations for the naming of the West Avon Preserve multi-use trails. The recommendations are shown below. COUNCIL ACTION Town staff requests direction from the Town Council regarding the discussed names. Trail Names as of 10/9/14 Recommendations Trail Names as of 10/9/14 Recommendations Saddleridge Saddle Ridge Playground Way PB&J (Pumps, Berms & Jumps) Lee’s Way Lee’s Way Playground Way Lee’s Way Down Avon Singletree Connector Wyse Guys Short Cut Masher Climbing Trail Carroll’s Challenge Wyse Guys Connector Rich’s Preferred Rich's Short Cut The Wyse Way Carroll's Cutoff Wyse Way Up Weak Sauce Wyse Climb Hector the Connector Two Wyse Men, “11” Avon Singletree Connector Rags to Rich’s Lower Flow Reed – named after Reed who was riding before it was open Carroll’s Climb Lower Lee’s Easy Loop My Backyard or Our Backyard ShippYard Hard Loop Shipp's Shape Backyard Loop Two Wyse Men IMBY (In My Back Yard) Wild West Ridge June Creek Flyover Your Backyard Recommendation: Do not use of anyone's name on Town trails. Naming opportunities should be carefully used in any public situation--and then granted only with donations. WEST AVON PRESERVE TOWN COUNCIL REPORT To: Honorable Mayor and Town Council From: Virginia Egger, Town Manager Date: October 14, 2014 Agenda Topic: Naming Spaces on the Pedestrian Mall BACKGROUND: On October 7th, Town staff met with Jennie Fancher, Jake Wolf, Planning and Zoning Commissioner Phil Struve, Jeremy Rietmann, from the Vail Valley Partnership (VVP) and Pedro Campos, Zehren and Associates, to consider names for what has been called Main Street, but is now developed as a pedestrian mall. The immediacy of naming at the mall came to light recently when it was learned that wayfinding signs were soon to be constructed. The deadline for the names is October 24th to allow for sign fabrication and placement yet this year. The group discussed not making the wayfinding signs until next year but agreed it is important to get these up this year. One option that was discussed was to name everything “The Mall” and change the signs later, but the group felt moving forward with new names was the better option. Jennie Fancher shared with the group that some members of the community have invested interests in the mall remaining under the name of “Main Street”. Hearing this, the group concluded that due to the fact that it will not have any cars, nor is it a street, a different name would be appropriate. It was a lively discussion with an array of ideas ranging from directional titling to environmental terms to buildings. The group learned that the major bronze statue “Checkmate” is not alone in the valley, as there are two more Checkmates somewhere nearby. As a result, the group moved to rename Checkmate. The group reached consensus on the following names: • The name of the bronze statue known as “Checkmate” will be renamed “Possibility.” In the sculpture, the horseman is actively reaching to lasso another horse. Possibility is positive and forward moving. And, yes, it supports the Town of Avon’s “Endless Possibilities” tag line. • The large plaza next to the Wyndham will be “Possibility Plaza.” The group felt most people will simply refer to “The Plaza,” when giving directions. • “The Mall” will be the name from Possibility Plaza to the park. The group felt that over time, The Mall might become a different name to more accurately describe the creative arts and activities planned there. • “Lettuce Shed Lane” will not change. The names were presented to the Planning and Zoning Commission on Tuesday, October 7, and they did not have other suggestions or voiced concern with the recommendations. COUNCIL ACTION: Town staff requests direction from the Town Council regarding the discussed names.