TOV Letter To VRI Dated 060722 1

Area 8 – NW Region
0088 Wildlife Way

Glenwood Springs, CO 81601
P 970.947.2969 | F 970.947.2936
Honorable Kim Langmaid May 3, 2022

Vail Town Council
Town of Vail
75 S. Frontage Road
Vail, CO 81657
Re: Public Comments for Resolution No. 22
Dear Mayor Langmaid, and Town Council Members,
The following is a written submission of CPW comments from the Vail Town Council Meeting
dated May 3rd, 2022 (Please note this includes additional information that was not given
during public comment due to time limitations):
Thank you for the opportunity to provide comment. As you know, CPW is a referral agency
that functions as a resource to municipal governments among many other entities. As such,
we do not take sides, we present facts and provide information to decision makers as it
relates to the wildlife resource, so that decision makers might be able to operate with the
best available information.
Herd History/Species Info:

With regards to the Gore/Eagle’s Nest bighorn sheep herd: This is an endemic herd, they are
native to this valley. This is one of only a few premier high elevation alpine sheep herds in
the state that has had negligible or no human intervention as a part of management.
 Specific to bighorn sheep, they are a niche species, not a generalist species. What this
means is that they need a highly specific set of biological conditions to exist and
persist on the landscape. If they don’t have access to steep escape terrain, open sight
lines, cliffs, and specific south facing slopes that provide forage in the winter, they
simply won’t exist. The Gore/Eagle’s Nest sheep herd is already extremely limited in
the amount of winter range that is available to it.
 The current, most pressing limiting factors and threats to this particular herd are
habitat loss, specifically; loss of winter range, and potential for disease transmission. I
wish I could say this is isolated to Vail, but this is happening all over the Western U.S.
Clarification - SAM Layers:

As for a number of points needing clarification and correction: CPW’s Species Activity Map
layers and habitat boundaries represent large landscape level generalization of wildlife
habitat and how particular species might utilize habitat types. These layers serve to
supplement on the ground knowledge of wildlife managers and biologists. Wildlife does not
recognize geo-political boundaries, and these layers are most accurately interpreted at a
broad landscape level. Furthermore, selective application and use of wildlife habitat layers
without CPW consultation can serve to distort the information. The area in question is in fact
Dan Prenzlow, Director, Colorado Parks and Wildlife • Parks and Wildlife Commission: Taishya Adams  Robert W. Bray  Charles Garcia  Marie Haskett
Carrie Besnette Hauser  John Howard  Marvin McDaniel, Acting Vice-Chair  Luke B. Schafer  Eden Vardy  James Vigil, Secretary  Michelle Zimmerman, Acting Chair
bighorn sheep severe winter range, and sheep use of the parcel in question is routinely
documented, as further denoted by Triumph’s own consultant biologist.
Mitigation:
In 2019 the Town of Vail convened a group of biologists to include CPW staff to discuss
mitigation efforts. During discussions there was unanimous agreement that the best way to
achieve 100% efficacious mitigation was to find an alternative development site. This was
done. It is also important to note that this extensive and collaborative process to find a new
site, and thus provide a “win-win” for housing, developers and wildlife alike was achieved.
 That being said, mitigation still routinely results in a net loss for wildlife. In looking at
local elk herd populations as a case study for mitigation effectiveness, the efforts to
minimize or negate impacts do not survive the test of time. Mitigation measures, over
time, are forgotten, go unenforced, or entities slowly gravitate away from the agreed
upon or desired conditions.
 Additionally, impacts to wildlife are not created equal. High density, and high
intensity human use will elicit a different level of disturbance than that of lower
intensity, distributed human impacts.
 Furthermore, all species have a threshold for the amount of disturbance they can
withstand. That is to say, current ambient amounts of disturbance does not mean
wildlife will tolerate additional impacts.
Closing: In closing, CPW is here to collaborate with communities to address pressing wildlife
issues, but collectively, we should not wait until herds are imperiled in order to drive us to
action. It is increasingly necessary to work proactively to ensure that wildlife has a chance to
exist not just for us but for future generations.
CPW appreciates the opportunity to provide comments on this Resolution. For any questions
or concerns, please contact District Wildlife Manager Devin Duval at (970) 930-5264
Sincerely,
Devin Duval
District Wildlife Manager – Vail District
Dan Prenzlow, Director, Colorado Parks and Wildlife • Parks and Wildlife Commission: Taishya Adams  Robert W. Bray  Charles Garcia  Marie Haskett
Carrie Besnette Hauser  John Howard  Marvin McDaniel, Acting Vice-Chair  Luke B. Schafer  Eden Vardy  James Vigil, Secretary  Michelle Zimmerman, Acting Chair
TAX COMPLIANCE AND NO ARBITRAGE CERTIFICATE
$22,260,000
Certificates of Participation, Series 2021
Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually
Renewable Lease Purchase Agreement dated as of October 20, 2021, as amended,
between U.S. BANK NATIONAL ASSOCIATION,
solely in its capacity as trustee under the Indenture, as lessor,
and the TOWN OF VAIL, COLORADO, as lessee
The undersigned is the Finance Director of the Town of Vail, Colorado (the "Town") and
hereby certifies to the statements contained herein in this Tax Compliance and No Arbitrage
Certificate (the "Tax Certificate").
I.
IN GENERAL
Section 1.1 General.
(a) This Tax Certificate is entered into by the Town on October 10, 2021 (the
"Issue Date") in connection with the Town's execution and delivery of a Lease Purchase
Agreement dated as of October 20, 2021 (the "Lease") with U.S. Bank National Association, as
lessee (the "Trustee") and the Trustee's execution of an Indenture of Trust dated as of October
20, 2021 (the "Indenture") pursuant to which there have been issued $22,260,000 Certificates of
Participation, Series 2021 (referred to herein, for tax purposes only, as the "2021 Certificates").
(b) The undersigned is an officer of the Town delegated the responsibility for
executing and delivering the Lease and other matters related to the 2021 Certificates.
(c) The Town has the power pursuant to Sections 11-57-204 and the Town's
Home Rule Charter to enter into the 2021 Certificates. The Town also adopted Ordinance No. 2,
Series 2021 on September 21, 2021 approving the Lease and other matters related to the 2021
Certift cates.
(d) In order for the portion of the Base Rentals which is designated in the
Lease as interest and paid as interest on the 2021 Certificates to be excluded from gross income
for federal income tax purposes under the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations or rulings promulgated or proposed thereunder (the
"Treasury Regulations"), certain restrictions under the Code and Treasury Regulations must be
complied with. The Town desires to make certain certifications and representations and enter
into certain covenants for the benefit of the holder(s) of the 2021 Certificates in order to ensure
that interest on the 2021 Certificates will be and remain excludable from gross income for
federal income tax purposes, and for the purpose of evidencing compliance with and setting forth
procedures which are designed to comply with certain provisions of the Code and Treasury
Regulations.
(e) This Tax Certificate is based on the facts and expectations in existence on
the Issue Date. The Town has made reasonable inquiries into factual matters set forth or
otherwise contemplated in this Tax Certificate. The expectations set forth in this Tax Certificate
are reasonable within the meaning of Sections 1.148-1 (b) and l .148-2(b) of the Treasury
Regulations. The Town has made reasonable inquiries into factual matters relating to this Tax
Certificate that are not otherwise within its respective knowledge or control. No matters have
come to the attention of the Town that would make unreasonable or incorrect the expectations or
representations set forth in this Tax Certificate. The Town is not aware of any facts or
circumstances that would cause the Town to question the accuracy or reasonableness of any
representation or certification made in this Tax Certificate.
Section 1.2 Definitions.
For purposes of this Tax Certificate, capitalized terms shall have the meanings specified
in Exhibit A hereto. Any terms not defined in Exhibit A hereto shall have the meanings set forth
in the Indenture.
Section 1.3 Purpose of the 2021 Certificates.
The Proceeds of the 2021 Certificates are being used for the purpose of financing
affordable housing for members of the City's workforce (the "Project") and paying the costs of
issuance of the 2021 Certificates.
Section 1.4 No Over-Issuance.
The estimated total cost to finance the Project is not less than the sum of the Sale
Proceeds and Investment Proceeds to be derived therefrom. Accordingly, Proceeds of the 2021
Certificates, together with investment income thereon, do not exceed the amount necessary to
provide financing for such purposes.
Section 1.5 Sources and Uses of Funds.
The expected sources and uses of funds available to the Town in connection with the
issuance of the 2021 Certificates are as set forth in Exhibit B hereto.
II.
ARBITRAGE YIELD RESTRICTION
Section 2.1 Issue Price and Yield.
(a) Piper Sandler & Co., as the underwriter (the "Underwriter"), has certified
in the Issue Price Certificate attached hereto as Exhibit C that the first price at which it sold 10
percent of each maturity of the 2021 Certificates are set forth in Schedule A to the Issue Price
Certificate attached hereto as Exhibit C. Based on the Underwriter's representations therein, the
issue price of the 2021 Certificates is $25,280,229.50 (the "Issue Price").
(b) The 2021 Certificates are a fixed yield issue, as defined in Section 1.148-
1(b) of the Treasury Regulations. The yield on the 2021 Certificates has been calculated to be
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not less than 2.1569% percent. For purposes of calculating the yield on the 2021 Certificates, the
2032-2046 maturities were treated as having been called on the earliest call date resulting in the
lowest yield on the 2021 Certificates.
Section 2.2 Costs of Issuance.
Proceeds of the 2021 Certificates allocated to finance the costs of issuance of the 2021
Certificates will be fully expended within one year from the Issue Date of the 2021 Certificates.
Accordingly, such amounts may be invested without regard to investment yield restrictions.
Such amounts are subject to the Rebate Requirement.
Section 2.3 Debt Service Fund.
(a) All payments of principal of and interest on the 2021 Certificates are
expected to be made from the Base Rentals Fund established under the Indenture (the "Debt
Service Fund"). The Debt Service Fund serves as a debt service fund for the payment of
principal of and interest on the 2021 Certificates to be used to pay a portion of the next maturing
principal of and next due interest on the 2021 Certificates. Such payments are expected to be
deposited semiannually (but not more than one year prior to such payment). It is expected that
all such amounts (together with investment income thereon) will be used to pay such principal
and interest within 13 months from the date of receipt.
(b) Amounts deposited to the Debt Service Fund are funds which will be used
primarily to achieve proper matching of net revenues and debt service within each bond year,
and each will be fully depleted at least once a year, except for reasonable carryover amounts not
to exceed, in the aggregate, (i) the earnings on such funds for the immediately preceding bond
year, or (ii) one-twelfth of the principal and interest payments on the 2021 Certificates for the
immediately preceding bond year. Accordingly, amounts in such funds may be invested at an
unrestricted yield pursuant to Section l.148-2(e )(5)(ii) of the Treasury Regulations.
Section 2.4 Improvement Project Proceeds.
(a) The Town reasonably expects as follows with respect to the Proceeds of
the 2021 Certificates that will be expended to finance the Project (the "Improvement Project
Proceeds").
(1) The Town will allocate at least 85 percent of the Improvement Project
Proceeds to expenditures for the Project within three years of the Issue Date, as set forth
in the Town's Spending Schedule attached hereto as Exhibit C;
(2) The Town has incurred or within six months of the Issue Date will
incur substantial binding obligation to an unrelated third party to spend at least five
percent of the Net Sale Proceeds of the Improvement Project Proceeds on expenditures
for the Project; and
(3) The completion of the Project and the allocation of Proceeds of the
2021 Certificates to expenditures will proceed with due diligence to completion.
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(b) Based on the foregoing set forth in subsection (a) above, the Improvement
Project Proceeds may be invested without regard to Yield limitation for a temporary period of
three years following the Issue Date (the "Project Fund Temporary Period"). After the
expiration of the Project Fund Temporary Period, the Improvement Project Proceeds may not be
invested in Nonpurpose Investments that bear a Yield in excess of one-eighth of one percent
(0.125 percent) above the Yield on the 2021 Certificates. The Improvement Project Proceeds are
subject to the Rebate Requirement.
Section 2.5 No Other Funds.
(a) Except as set forth in this Tax Certificate:
(i) No debt service fund, redemption fund, reserve fund, replacement

fund or similar fund or account has been or will be created or established from which the
principal of or premium, if any, or interest on the 2021 Certificates (or any portion
thereof) is expected to be directly or indirectly paid;
(ii) There will be no other amounts (a) that are directly or indirectly
pledged to pay the principal of or premium, if any, or interest on the 2021 Certificates,
and (b) with respect to which there is any reasonable assurance that such amount will be
available to pay principal or interest on the 2021 Certificates if the Town encounters
financial difficulties; and
(iii) There are and will be no other amounts that have a sufficient nexus
with the 2021 Certificates or its governmental purpose to conclude that the amounts
would have been used for that governmental purpose if the Proceeds of the 2021
Certificates were not used or to be used for that purpose.
(b) Accordingly, except as set forth in this Tax Certificate, there will be no
Replacement Proceeds of the 2021 Certificates within the meaning of Section 1.148-1 (c) of the
Treasury Regulations.
Section 2.6 No Abusive Arbitrage Device.
There is no action being taken in connection with the issuance of the 2021 Certificates
that (a) has the effect of enabling the Town to obtain a material financial advantage by exploiting
the difference between taxable and tax-exempt interest rates (apart from the savings attributable
to lower interest rates), or (b) results in the Town issuing more bonds, issuing bonds earlier or
allowing bonds to remain outstanding longer than is otherwise reasonably necessary to
accomplish the governmental purpose of the 2021 Certificates.
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III.
ARBITRAGE REBATE AND LIMITATION
ON NONPURPOSE INVESTMENTS
Section 3.1 In General.
Interest on the 2021 Certificates will not be excluded from gross income for federal
income tax purposes under Section 103(a) of the Code unless the arbitrage rebate requirement of
Section 148(f) of the Code is met. Under Sections l.150-l(c)(3)(ii) and l.148-9(h)(l )(ii) of the
Treasury Regulations, the arbitrage rebate requirement is generally applied to the 2021
Certificates in the aggregate. Under this requirement, the Town generally must pay to the United
States the excess of the amount earned on Nonpurpose Investments over the amount that would
have been earned on such investments had the amount so invested been invested at a rate equal
to the Yield on the 2021 Certificates, together with any income attributable to such excess, with
certain exceptions.
Section 3 .2 Spending Exceptions and Small Issuer Exception.
(a) The Code and Treasury Regulations provide certain exceptions to the
arbitrage rebate requirement under which some or all of the Proceeds of a bond issue will be
treated as meeting the arbitrage rebate requirement if certain requirements are met relating to the
spending of Proceeds.
(i) Under Section 148(f)(4)(8) of the Code and Section 1.148-7(c) of

the Treasury Regulations, an issue is treated as meeting the arbitrage rebate requirement
if (A) the Gross Proceeds of the issue (excluding amounts in a reasonably required
reserve fund or a bona fide debt service fund, and excluding unanticipated Gross
Proceeds arising more than 6 months after the Issue Date) are spent for the governmental
purposes of the issue within 6 months of the Issue Date, and (8) the arbitrage rebate
requirement is met with respect to any Gross Proceeds not required to be so spent.
(ii) Under Section l.148-7(d) of the Treasury Regulations, an issue is

treated as meeting the arbitrage rebate requirement if: (A) the Gross Proceeds of the issue
(excluding amounts in a reasonably required reserve fund or a bona fide debt service
fund, and excluding unanticipated Gross Proceeds arising more than 18 months after the
Issue Date) are expended for the governmental purposes of the issue in accordance with
the following schedule measured from the Issue Date: ( 1) at least 15 percent within 6
months, (2) at least 60 percent within 1 year, and (3) 100 percent within 18 months; (B)
the arbitrage rebate requirement is otherwise met with respect to amounts not required to
be so spent; and (C) all of the Gross Proceeds of the issue qualify for the initial temporary
period for capital expenditures under Section 1.148-2(e)(2) of the Treasury Regulations.
(iii) Under Section 148(f)(4)(C) and Section l.148-7(e) of the Treasury

Regulations, the Available Construction Proceeds of a Construction Issue are treated as
meeting the arbitrage rebate requirement if the Available Construction Proceeds are
expended for the governmental purposes of the issue in accordance with the following
schedule measured from the Issue Date--(A) at least 10 percent within 6 months, (B) at
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least 45 percent within 1 year, (C) at least 75 percent within 18 months, and (D) at least
100 percent within 2 years. The 2021 Certificates do not constitute a Construction Issue.
(b) Under Section 148(f)(4 )(D) of the Code, an issue is treated as meeting the
arbitrage rebate requirements if (A) the issue is issued by a governmental unit with general
taxing powers, (B) no bond of which part of such issue is a private activity bond, (C) 95 percent
or more of the net proceeds of such issue are to be used for local governmental activities of the
issuer, and (D) the aggregate face amount of all tax-exempt bonds (other than private activity
bonds) issued by such unit during the calendar year in which such issue is issued is not
reasonably expected to exceed $5,000,000.
(c) Except to the extent an exception applies as described in Paragraphs (a)

and (b) above, all funds and accounts treated as Gross Proceeds are subject to the requirement of
Section 148(f) of the Code, other than the Debt Service Fund for any Bond Year during which
earnings on such fund are less than $100,000.
Section 3.3 Calculation of Rebate Amount.
(a) For each Nonpurpose Investment subject to the arbitrage rebate

requirement, the Town shall record the purchase date of such investment, its purchase price, its
Value as of each Computation Date, accrued interest due on its purchase date, its face amount, its
coupon rate, its Yield, the frequency of its interest payment, its disposition price, accrued interest
due on its disposition date and its disposition date.
(b) The Town shall compute or cause to be computed the Yield on the 2021
Certificates as of each Computation Date.
(c) With respect to each Computation Date, the Town shall determine or
cause to be determined the amount of Nonpurpose Receipts and shall determine the Future Value
of all Nonpurpose Receipts as of the Computation Date.
(d) With respect to each Computation Date, the Town shall determine or
cause to be determined the amount of Nonpurpose Payments and shall determine the Future
Value of all Nonpurpose Payments as of the Computation Date
(e) For each Computation Date, the Town shall calculate or cause to be
calculated the Rebate Amount, an amount equal to the sum of all amounts determined in
subsection (c) of this Section, less the amounts determined in subsection (d) of this Section
(which amount may be equal to but shall not be less than $0.00).
Section 3 .4 Payment to United States.
(a) Unless the 2021 Certificates has been paid or redeemed prior to such time,
within 60 days after each Installment Computation Date, the Town shall pay to the United States
an amount that, when added to the Future Value, as of the Installment Computation Date, of
previous payments made to the United States under this subsection, equals at least 90 percent of
the Rebate Amount as of the Installment Computation Date. The Town shall pay to the United
States, not later than 60 days after the Final Computation Date, an amount that, when added to
6
the Future Value of previous payments to the United States under this subsection, equals 100
percent of the Rebate Amount as of the Final Computation Date.
(b) The Town shall mail each installment payable under subsection (a} of this
Section to the appropriate Internal Revenue Service Center. Each payment shall be accompanied
by a copy of such Form as the Internal Revenue Service may require and a statement
summarizing the determination of the Rebate Amount.
Section 3.5 Fair Market Value Requirement.
With respect to Gross Proceeds of the 2021 Certificates, the Town will not purchase a
Nonpurpose Investment for an amount greater than, or sell a Nonpurpose Investment for an
amount less than, the fair market value of the Nonpurpose Investment as of the purchase or sale
date, adjusted to take into account qualified administrative costs (as defined in Section l. I 48-
5(e)(2) of the Treasury Regulations) allocable to the investment. The purchase of any certificate
of deposit or guaranteed investment contract shall be done in accordance with the safe harbor
procedures provided in Section l.148-5(d)(6) of the Treasury Regulations, or their successor
prov1s1ons.
IV.
OTHER TAX MATTERS
Section 4.1 No Private Activity Bonds.
(a) It is reasonably expected, and the Town hereby covenants, that:
(i) Not more than 10 percent of the Proceeds of the 2021 Certificates
or the Project has been, or will be, used directly or indirectly, in a trade or business
carried on by any person other than a governmental unit (other than use as a member of
the general public) within the meaning of Section 141 of the Code and Section 1.141-3 of
the Treasury Regulations; and
(ii) Proceeds of the 2021 Certificates will not be used in an amount

exceeding the lesser of 5 percent of the Proceeds of the 2021 Certificates or $5,000,000
to directly or indirectly make or finance loans to persons other than governmental units
within the meaning of Section 141 of the Code and Section 1.141-5 of the Treasury
Regulations.
(b) If the use of the Proceeds of the 2021 Certificates or the use of the Project
changes such that the certifications provided in subsections (a) of this Section 4.1 are no longer
true, the Town will take such action, including the redemption of some or all of the 2021
Certificates then outstanding, as is necessary to maintain the tax-exempt status of the interest on
the 2021 Certificates.
Section 4.2 2021 Certificates Not Federally Guaranteed.
(a) The payment of principal or interest on the 2021 Certificates will not be
guaranteed, in whole or in part, by the United States, or any agency or instrumentality thereof.
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(b) Less than 5 percent of the of the Proceeds of the 2021 Certificates, if any,
will be (i) used in making loans the payment of principal or interest on which are guaranteed, in
whole or in part, by the United States, or any agency or instrumentality thereof, or (ii) invested,
directly or indirectly, in federally insured deposits or accounts.
(c) The payment of principal or interest on the 2021 Certificates is not

otherwise indirectly guaranteed, in whole or in part, by the United States, or an agency or
instrumentality thereof.
Section 4.3 Information Return.
The Town will file or cause to be filed with the Internal Revenue Service, not later than
the 15th day of the second calendar month after the close of the calendar quarter in which the
2021 Certificates is issued, a completed and signed Form 8038-G. The information reported on
that return will be true, correct and complete to the best of the knowledge and belief of the
undersigned.
Section 4.4 Not Hedge Bonds.
(a) As of the Issue Date of the 2021 Certificates, the Town reasonably expects
that at least 85 percent of the spendable proceeds of the 2021 Certificates will be used to carry
out the governmental purposes of the 2021 Certificates within the 3-year period beginning on the
Issue Date of the 2021 Certificates.
(b) Not more than 50 percent of the proceeds of the 2021 Certificates will be
invested in Nonpurpose Investments having a substantially guaranteed yield for four years or
more.
(c) Accordingly, based on the foregoing, the Town represents that the 2021
Certificates will not constitute a "hedge bond" within the meaning of Section 149(g) of the Code.
Section 4.5 Entire Issue.
(a) There are no other tax-exempt obligations of the Town that are or will be:
(i) Sold within 15 days of the 2021 Certificates;
(ii) Sold pursuant to the same plan of financing as 2021 Certificates;

and
(iii) Reasonably expected to be paid from substantially the same source

of funds as the 2021 Certificates, determined without regard to guarantees from unrelated
parties.
(b) Accordingly, no other obligations of the Town will be considered part of

the same issue as the 2021 Certificates within the meaning of Section 1.150-l(c) of the Treasury
Regulations.
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Section 4.6 Recordkeeping.
The Town shall maintain (i) all records pertaining to expenditure and investment of
Proceeds of the 2021 Certificates, (ii) all records pertaining to use of the Project, (iii) the final
transcript of proceedings relating to the issuance of the 2021 Certificates; and (iv) all records of
rebate calculations and amounts paid to the United States pursuant to Section 3.4 above for the
2021 Certificates. The Town shall maintain such records until four years following the later of
(a) the final maturity date of the 2021 Certificates or (b) the final maturity date of any obligations
issued to refund the 2021 Certificates.
Section 4.7 Additional Tax Covenants.
(a) The Town hereby covenants for the benefit of the holders of the 2021
Certificates that the Town (i) will not make any use of the Proceeds of the 2021 Certificates, any
fund reasonably expected to be used to pay debt service or the 2021 Certificates or any other
fund of the Town, (ii) has not and shall not make any use of the Project financed or refinanced
with Proceeds of the 2021 Certificates and (iii) shall not take (or omit to take) any other action
with respect to the 2021 Certificates, the Proceeds thereof or otherwise, if such use, action or
omission has or would, under the Code, cause the interest on the 2021 Certificates to be included
in gross income for federal income tax purposes.
(b) The Town hereby covenants for the benefit of the holders of the 2021
Certificates, that the Town will not take (or omit to take) or pennit or suffer any action to be
taken, if the result of the same would cause the 2021 Certificates to be an "arbitrage bond"
within the meaning of Section 148 of the Code, including for such purposes, to the extent
applicable, the arbitrage rebate requirement of Section 148(f) of the Code.
(c) The Town has adopted post-issuance compliance procedures and hereby
covenants to comply with the procedures set forth therein.
[Signature to Follow]
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Dated October 20, 2021.
TOWN OF VAIL, COLORADO
By: ~~
Kathleen Halloran, Finance Director
[Town's Signature Page to the Tax Certificate]
10
October 6, 2021
$22,260,000
Town of Vail, Colorado

Eagle County, CO
$22,260,000 Certificates of Participation, Series 2021
Final Numbers
Piper Sandler
1200 17th Street
Suite 1250
Denver, Colorado 80202
MINNEAPOLIS | BOSTON | CHICAGO | DENVER | LOS ANGELES | NEW YORK | SAN FRANCISCO | SEATTLE
TABLE OF CONTENTS
Town of Vail Housing Certificates of Participation

30 Years, $25 Million, Tax-Exempt
Final Numbers
Report Page
Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Bond Maturity Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Oct 6, 2021 10:28 am Prepared by Piper Sandler & Co. (vail:2021COP-2021_PR2)

SOURCES AND USES OF FUNDS

Final Numbers
Dated Date 10/20/2021

Delivery Date 10/20/2021
Sources:
Bond Proceeds:
Par Amount 22,260,000.00
Original Issue Discount -56,300.00
Premium 3,076,529.50
25,280,229.50
Uses:
Project Fund Deposits:

Project Fund 25,000,000.00
Delivery Date Expenses:

Cost of Issuance 168,929.50
Underwriter's Discount:
Other Underwriter's Discount 111,300.00
25,280,229.50
Oct 6, 2021 10:28 am Prepared by Piper Sandler & Co. (vail:2021COP-2021_PR2) Page 1
BOND SUMMARY STATISTICS

Final Numbers

Last Maturity 12/01/2051
Arbitrage Yield 2.156942%

True Interest Cost (TIC) 2.577625%
Net Interest Cost (NIC) 2.762590%
All-In TIC 2.627894%
Average Coupon 3.469868%
Average Life (years) 18.476

Duration of Issue (years) 13.590
Par Amount 22,260,000.00

Bond Proceeds 25,280,229.50
Total Interest 14,271,052.76
Net Interest 11,362,123.26
Total Debt Service 36,531,052.76
Maximum Annual Debt Service 1,220,577.74
Average Annual Debt Service 1,213,096.48
Underwriter's Fees (per $1000)

Average Takedown
Other Fee 5.000000
Total Underwriter's Discount 5.000000
Bid Price 113.067967
Par Average Average

Bond Component Value Price Coupon Life
Bond Component 7,950,000.00 118.828 4.000% 8.928

Term Bond 3,915,000.00 119.137 4.000% 18.192
Term Bond #2 4,765,000.00 117.429 4.000% 23.193
Term Bond #3 5,630,000.00 99.000 2.625% 28.165
22,260,000.00 18.476
All-In Arbitrage
TIC TIC Yield
Par Value 22,260,000.00 22,260,000.00 22,260,000.00

+ Accrued Interest
+ Premium (Discount) 3,020,229.50 3,020,229.50 3,020,229.50
- Underwriter's Discount -111,300.00 -111,300.00
- Cost of Issuance Expense -168,929.50
- Other Amounts
Target Value 25,168,929.50 25,000,000.00 25,280,229.50
Target Date 10/20/2021 10/20/2021 10/20/2021

Yield 2.577625% 2.627894% 2.156942%
BOND PRICING
Final Numbers
Maturity Yield to Call Call Premium
Bond Component Date Amount Rate Yield Price Maturity Date Price (-Discount)
Bond Component:
12/01/2022 315,000 4.000% 0.230% 104.191 13,201.65
12/01/2023 415,000 4.000% 0.290% 107.812 32,419.80
12/01/2024 435,000 4.000% 0.370% 111.227 48,837.45
12/01/2025 450,000 4.000% 0.520% 114.145 63,652.50
12/01/2026 470,000 4.000% 0.690% 116.603 78,034.10
12/01/2027 490,000 4.000% 0.920% 118.269 89,518.10
12/01/2028 505,000 4.000% 1.060% 120.093 101,469.65
12/01/2029 530,000 4.000% 1.240% 121.240 112,572.00
12/01/2030 550,000 4.000% 1.350% 122.652 124,586.00
12/01/2031 570,000 4.000% 1.450% 123.906 136,264.20
12/01/2032 595,000 4.000% 1.540% 122.956 C 1.722% 12/01/2031 100.000 136,588.20
12/01/2033 620,000 4.000% 1.630% 122.014 C 1.951% 12/01/2031 100.000 136,486.80
12/01/2034 640,000 4.000% 1.690% 121.391 C 2.123% 12/01/2031 100.000 136,902.40
12/01/2035 670,000 4.000% 1.710% 121.184 C 2.241% 12/01/2031 100.000 141,932.80
12/01/2036 695,000 4.000% 1.750% 120.771 C 2.358% 12/01/2031 100.000 144,358.45
7,950,000 1,496,824.10
Term Bond:
12/01/2041 3,915,000 4.000% 1.910% 119.137 C 2.754% 12/01/2031 100.000 749,213.55
Term Bond #2:

12/01/2046 4,765,000 4.000% 2.080% 117.429 C 3.006% 12/01/2031 100.000 830,491.85
Term Bond #3:

12/01/2051 5,630,000 2.625% 2.673% 99.000 -56,300.00
22,260,000 3,020,229.50

First Coupon 06/01/2022
Par Amount 22,260,000.00

Premium 3,020,229.50
Production 25,280,229.50 113.567967%

Underwriter's Discount -111,300.00 -0.500000%
Purchase Price 25,168,929.50 113.067967%

Accrued Interest
Net Proceeds 25,168,929.50
BOND DEBT SERVICE

Final Numbers

Period
Ending Principal Coupon Interest Debt Service
12/01/2022 315,000 4.000% 905,577.74 1,220,577.74

12/01/2023 415,000 4.000% 800,387.50 1,215,387.50
12/01/2024 435,000 4.000% 783,787.50 1,218,787.50
12/01/2025 450,000 4.000% 766,387.50 1,216,387.50
12/01/2026 470,000 4.000% 748,387.50 1,218,387.50
12/01/2027 490,000 4.000% 729,587.50 1,219,587.50
12/01/2028 505,000 4.000% 709,987.50 1,214,987.50
12/01/2029 530,000 4.000% 689,787.50 1,219,787.50
12/01/2030 550,000 4.000% 668,587.50 1,218,587.50
12/01/2031 570,000 4.000% 646,587.50 1,216,587.50
12/01/2032 595,000 4.000% 623,787.50 1,218,787.50
12/01/2033 620,000 4.000% 599,987.50 1,219,987.50
12/01/2034 640,000 4.000% 575,187.50 1,215,187.50
12/01/2035 670,000 4.000% 549,587.50 1,219,587.50
12/01/2036 695,000 4.000% 522,787.50 1,217,787.50
12/01/2037 725,000 4.000% 494,987.50 1,219,987.50
12/01/2038 750,000 4.000% 465,987.50 1,215,987.50
12/01/2039 780,000 4.000% 435,987.50 1,215,987.50
12/01/2040 815,000 4.000% 404,787.50 1,219,787.50
12/01/2041 845,000 4.000% 372,187.50 1,217,187.50
12/01/2042 880,000 4.000% 338,387.50 1,218,387.50
12/01/2043 915,000 4.000% 303,187.50 1,218,187.50
12/01/2044 950,000 4.000% 266,587.50 1,216,587.50
12/01/2045 990,000 4.000% 228,587.50 1,218,587.50
12/01/2046 1,030,000 4.000% 188,987.50 1,218,987.50
12/01/2047 1,070,000 2.625% 147,787.50 1,217,787.50
12/01/2048 1,095,000 2.625% 119,700.00 1,214,700.00
12/01/2049 1,125,000 2.625% 90,956.26 1,215,956.26
12/01/2050 1,155,000 2.625% 61,425.00 1,216,425.00
12/01/2051 1,185,000 2.625% 31,106.26 1,216,106.26
22,260,000 14,271,052.76 36,531,052.76
NET DEBT SERVICE

Final Numbers
Total Net Annual
Date Principal Coupon Interest Debt Service Debt Service Net D/S
06/01/2022 499,083.99 499,083.99 499,083.99

12/01/2022 315,000 4.000% 406,493.75 721,493.75 721,493.75 1,220,577.74
06/01/2023 400,193.75 400,193.75 400,193.75
12/01/2023 415,000 4.000% 400,193.75 815,193.75 815,193.75 1,215,387.50
06/01/2024 391,893.75 391,893.75 391,893.75
12/01/2024 435,000 4.000% 391,893.75 826,893.75 826,893.75 1,218,787.50
06/01/2025 383,193.75 383,193.75 383,193.75
12/01/2025 450,000 4.000% 383,193.75 833,193.75 833,193.75 1,216,387.50
06/01/2026 374,193.75 374,193.75 374,193.75
12/01/2026 470,000 4.000% 374,193.75 844,193.75 844,193.75 1,218,387.50
06/01/2027 364,793.75 364,793.75 364,793.75
12/01/2027 490,000 4.000% 364,793.75 854,793.75 854,793.75 1,219,587.50
06/01/2028 354,993.75 354,993.75 354,993.75
12/01/2028 505,000 4.000% 354,993.75 859,993.75 859,993.75 1,214,987.50
06/01/2029 344,893.75 344,893.75 344,893.75
12/01/2029 530,000 4.000% 344,893.75 874,893.75 874,893.75 1,219,787.50
06/01/2030 334,293.75 334,293.75 334,293.75
12/01/2030 550,000 4.000% 334,293.75 884,293.75 884,293.75 1,218,587.50
06/01/2031 323,293.75 323,293.75 323,293.75
12/01/2031 570,000 4.000% 323,293.75 893,293.75 893,293.75 1,216,587.50
06/01/2032 311,893.75 311,893.75 311,893.75
12/01/2032 595,000 4.000% 311,893.75 906,893.75 906,893.75 1,218,787.50
06/01/2033 299,993.75 299,993.75 299,993.75
12/01/2033 620,000 4.000% 299,993.75 919,993.75 919,993.75 1,219,987.50
06/01/2034 287,593.75 287,593.75 287,593.75
12/01/2034 640,000 4.000% 287,593.75 927,593.75 927,593.75 1,215,187.50
06/01/2035 274,793.75 274,793.75 274,793.75
12/01/2035 670,000 4.000% 274,793.75 944,793.75 944,793.75 1,219,587.50
06/01/2036 261,393.75 261,393.75 261,393.75
12/01/2036 695,000 4.000% 261,393.75 956,393.75 956,393.75 1,217,787.50
06/01/2037 247,493.75 247,493.75 247,493.75
12/01/2037 725,000 4.000% 247,493.75 972,493.75 972,493.75 1,219,987.50
06/01/2038 232,993.75 232,993.75 232,993.75
12/01/2038 750,000 4.000% 232,993.75 982,993.75 982,993.75 1,215,987.50
06/01/2039 217,993.75 217,993.75 217,993.75
12/01/2039 780,000 4.000% 217,993.75 997,993.75 997,993.75 1,215,987.50
06/01/2040 202,393.75 202,393.75 202,393.75
12/01/2040 815,000 4.000% 202,393.75 1,017,393.75 1,017,393.75 1,219,787.50
06/01/2041 186,093.75 186,093.75 186,093.75
12/01/2041 845,000 4.000% 186,093.75 1,031,093.75 1,031,093.75 1,217,187.50
06/01/2042 169,193.75 169,193.75 169,193.75
12/01/2042 880,000 4.000% 169,193.75 1,049,193.75 1,049,193.75 1,218,387.50
06/01/2043 151,593.75 151,593.75 151,593.75
12/01/2043 915,000 4.000% 151,593.75 1,066,593.75 1,066,593.75 1,218,187.50
06/01/2044 133,293.75 133,293.75 133,293.75
12/01/2044 950,000 4.000% 133,293.75 1,083,293.75 1,083,293.75 1,216,587.50
06/01/2045 114,293.75 114,293.75 114,293.75
12/01/2045 990,000 4.000% 114,293.75 1,104,293.75 1,104,293.75 1,218,587.50
06/01/2046 94,493.75 94,493.75 94,493.75
12/01/2046 1,030,000 4.000% 94,493.75 1,124,493.75 1,124,493.75 1,218,987.50
06/01/2047 73,893.75 73,893.75 73,893.75
12/01/2047 1,070,000 2.625% 73,893.75 1,143,893.75 1,143,893.75 1,217,787.50
06/01/2048 59,850.00 59,850.00 59,850.00
12/01/2048 1,095,000 2.625% 59,850.00 1,154,850.00 1,154,850.00 1,214,700.00
06/01/2049 45,478.13 45,478.13 45,478.13
12/01/2049 1,125,000 2.625% 45,478.13 1,170,478.13 1,170,478.13 1,215,956.26
06/01/2050 30,712.50 30,712.50 30,712.50
12/01/2050 1,155,000 2.625% 30,712.50 1,185,712.50 1,185,712.50 1,216,425.00
06/01/2051 15,553.13 15,553.13 15,553.13
12/01/2051 1,185,000 2.625% 15,553.13 1,200,553.13 1,200,553.13 1,216,106.26
22,260,000 14,271,052.76 36,531,052.76 36,531,052.76 36,531,052.76
BOND MATURITY TABLE

Final Numbers
Maturity
Date Bond Component Term Bond Term Bond #2 Term Bond #3 Total
12/01/2022 315,000 315,000

12/01/2023 415,000 415,000
12/01/2024 435,000 435,000
12/01/2025 450,000 450,000
12/01/2026 470,000 470,000
12/01/2027 490,000 490,000
12/01/2028 505,000 505,000
12/01/2029 530,000 530,000
12/01/2030 550,000 550,000
12/01/2031 570,000 570,000
12/01/2032 595,000 595,000
12/01/2033 620,000 620,000
12/01/2034 640,000 640,000
12/01/2035 670,000 670,000
12/01/2036 695,000 695,000
12/01/2037 725,000 725,000
12/01/2038 750,000 750,000
12/01/2039 780,000 780,000
12/01/2040 815,000 815,000
12/01/2041 845,000 845,000
12/01/2042 880,000 880,000
12/01/2043 915,000 915,000
12/01/2044 950,000 950,000
12/01/2045 990,000 990,000
12/01/2046 1,030,000 1,030,000
12/01/2047 1,070,000 1,070,000
12/01/2048 1,095,000 1,095,000
12/01/2049 1,125,000 1,125,000
12/01/2050 1,155,000 1,155,000
12/01/2051 1,185,000 1,185,000
7,950,000 3,915,000 4,765,000 5,630,000 22,260,000
FORM 8038 STATISTICS

Final Numbers
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Bond Component:
12/01/2022 315,000.00 4.000% 104.191 328,201.65 315,000.00
12/01/2023 415,000.00 4.000% 107.812 447,419.80 415,000.00
12/01/2024 435,000.00 4.000% 111.227 483,837.45 435,000.00
12/01/2025 450,000.00 4.000% 114.145 513,652.50 450,000.00
12/01/2026 470,000.00 4.000% 116.603 548,034.10 470,000.00
12/01/2027 490,000.00 4.000% 118.269 579,518.10 490,000.00
12/01/2028 505,000.00 4.000% 120.093 606,469.65 505,000.00
12/01/2029 530,000.00 4.000% 121.240 642,572.00 530,000.00
12/01/2030 550,000.00 4.000% 122.652 674,586.00 550,000.00
12/01/2031 570,000.00 4.000% 123.906 706,264.20 570,000.00
12/01/2032 595,000.00 4.000% 122.956 731,588.20 595,000.00
12/01/2033 620,000.00 4.000% 122.014 756,486.80 620,000.00
12/01/2034 640,000.00 4.000% 121.391 776,902.40 640,000.00
12/01/2035 670,000.00 4.000% 121.184 811,932.80 670,000.00
12/01/2036 695,000.00 4.000% 120.771 839,358.45 695,000.00
Term Bond:
12/01/2037 725,000.00 4.000% 119.137 863,743.25 725,000.00
12/01/2038 750,000.00 4.000% 119.137 893,527.50 750,000.00
12/01/2039 780,000.00 4.000% 119.137 929,268.60 780,000.00
12/01/2040 815,000.00 4.000% 119.137 970,966.55 815,000.00
12/01/2041 845,000.00 4.000% 119.137 1,006,707.65 845,000.00
Term Bond #2:

12/01/2042 880,000.00 4.000% 117.429 1,033,375.20 880,000.00
12/01/2043 915,000.00 4.000% 117.429 1,074,475.35 915,000.00
12/01/2044 950,000.00 4.000% 117.429 1,115,575.50 950,000.00
12/01/2045 990,000.00 4.000% 117.429 1,162,547.10 990,000.00
12/01/2046 1,030,000.00 4.000% 117.429 1,209,518.70 1,030,000.00
Term Bond #3:

12/01/2047 1,070,000.00 2.625% 99.000 1,059,300.00 1,070,000.00
12/01/2048 1,095,000.00 2.625% 99.000 1,084,050.00 1,095,000.00
12/01/2049 1,125,000.00 2.625% 99.000 1,113,750.00 1,125,000.00
12/01/2050 1,155,000.00 2.625% 99.000 1,143,450.00 1,155,000.00
12/01/2051 1,185,000.00 2.625% 99.000 1,173,150.00 1,185,000.00
22,260,000.00 25,280,229.50 22,260,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity 12/01/2051 2.625% 1,173,150.00 1,185,000.00

Entire Issue 25,280,229.50 22,260,000.00 18.0906 2.1569%
Proceeds used for accrued interest 0.00

Proceeds used for bond issuance costs (including underwriters' discount) 280,229.50
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
PROOF OF ARBITRAGE YIELD
Final Numbers
Present Value
to 10/20/2021
Date Debt Service @ 2.1569415668%
06/01/2022 499,083.99 492,553.98

12/01/2022 721,493.75 704,456.38
06/01/2023 400,193.75 386,574.47
12/01/2023 815,193.75 779,049.49
06/01/2024 391,893.75 370,521.90
12/01/2024 826,893.75 773,457.74
06/01/2025 383,193.75 354,606.46
12/01/2025 833,193.75 762,808.57
06/01/2026 374,193.75 338,927.98
12/01/2026 844,193.75 756,474.62
06/01/2027 364,793.75 323,400.70
12/01/2027 854,793.75 749,715.08
06/01/2028 354,993.75 308,032.79
12/01/2028 859,993.75 738,266.01
06/01/2029 344,893.75 292,916.77
12/01/2029 874,893.75 735,115.48
06/01/2030 334,293.75 277,888.04
12/01/2030 884,293.75 727,242.89
06/01/2031 323,293.75 263,039.87
12/01/2031 12,793,293.75 10,297,883.52
06/01/2032 73,893.75 58,845.69
12/01/2032 73,893.75 58,217.83
06/01/2033 73,893.75 57,596.66
12/01/2033 73,893.75 56,982.13
06/01/2034 73,893.75 56,374.15
12/01/2034 73,893.75 55,772.66
06/01/2035 73,893.75 55,177.58
12/01/2035 73,893.75 54,588.86
06/01/2036 73,893.75 54,006.41
12/01/2036 73,893.75 53,430.19
06/01/2037 73,893.75 52,860.10
12/01/2037 73,893.75 52,296.11
06/01/2038 73,893.75 51,738.13
12/01/2038 73,893.75 51,186.10
06/01/2039 73,893.75 50,639.96
12/01/2039 73,893.75 50,099.65
06/01/2040 73,893.75 49,565.11
12/01/2040 73,893.75 49,036.26
06/01/2041 73,893.75 48,513.07
12/01/2041 73,893.75 47,995.45
06/01/2042 73,893.75 47,483.35
12/01/2042 73,893.75 46,976.72
06/01/2043 73,893.75 46,475.50
12/01/2043 73,893.75 45,979.62
06/01/2044 73,893.75 45,489.04
12/01/2044 73,893.75 45,003.68
06/01/2045 73,893.75 44,523.51
12/01/2045 73,893.75 44,048.46
06/01/2046 73,893.75 43,578.48
12/01/2046 73,893.75 43,113.51
06/01/2047 73,893.75 42,653.51
12/01/2047 1,143,893.75 653,241.97
06/01/2048 59,850.00 33,813.79
12/01/2048 1,154,850.00 645,500.59
06/01/2049 45,478.13 25,148.67
12/01/2049 1,170,478.13 640,349.45
06/01/2050 30,712.50 16,623.03
12/01/2050 1,185,712.50 634,915.33
06/01/2051 15,553.13 8,239.40
12/01/2051 1,200,553.13 629,217.04
32,376,852.76 25,280,229.50
Proceeds Summary
Delivery date 10/20/2021

Par Value 22,260,000.00
Premium (Discount) 3,020,229.50
Final Numbers
Proceeds Summary
Target for yield calculation 25,280,229.50
Final Numbers
Assumed Call/Computation Dates for Premium Bonds
Bond Maturity Call Call Yield To

Component Date Rate Yield Date Price Call/Maturity
BOND 12/01/2032 4.000% 1.540% 12/01/2031 100.000 1.5399681%

BOND 12/01/2033 4.000% 1.630% 12/01/2031 100.000 1.6299711%
BOND 12/01/2034 4.000% 1.690% 12/01/2031 100.000 1.6899403%
BOND 12/01/2035 4.000% 1.710% 12/01/2031 100.000 1.7099451%
BOND 12/01/2036 4.000% 1.750% 12/01/2031 100.000 1.7499771%
TERM 12/01/2037 4.000% 1.910% 12/01/2031 100.000 1.9099370%
TERM 12/01/2038 4.000% 1.910% 12/01/2031 100.000 1.9099370%
TERM 12/01/2039 4.000% 1.910% 12/01/2031 100.000 1.9099370%
TERM 12/01/2040 4.000% 1.910% 12/01/2031 100.000 1.9099370%
TERM 12/01/2041 4.000% 1.910% 12/01/2031 100.000 1.9099370%
TERM02 12/01/2042 4.000% 2.080% 12/01/2031 100.000 2.0798958%
TERM02 12/01/2043 4.000% 2.080% 12/01/2031 100.000 2.0798958%
TERM02 12/01/2044 4.000% 2.080% 12/01/2031 100.000 2.0798958%
TERM02 12/01/2045 4.000% 2.080% 12/01/2031 100.000 2.0798958%
TERM02 12/01/2046 4.000% 2.080% 12/01/2031 100.000 2.0798958%
Rejected Call/Computation Dates for Premium Bonds
Bond Maturity Call Call Yield To Increase

Component Date Rate Yield Date Price Call/Maturity to Yield
BOND 12/01/2032 4.000% 1.540% 1.7214999% 0.1815318%

BOND 12/01/2033 4.000% 1.630% 1.9505466% 0.3205755%
BOND 12/01/2034 4.000% 1.690% 2.1224623% 0.4325220%
BOND 12/01/2035 4.000% 1.710% 2.2406683% 0.5307233%
BOND 12/01/2036 4.000% 1.750% 2.3580345% 0.6080575%
TERM 12/01/2037 4.000% 1.910% 2.5446159% 0.6346789%
TERM 12/01/2038 4.000% 1.910% 2.6064902% 0.6965532%
TERM 12/01/2039 4.000% 1.910% 2.6613498% 0.7514128%
TERM 12/01/2040 4.000% 1.910% 2.7102942% 0.8003572%
TERM 12/01/2041 4.000% 1.910% 2.7542049% 0.8442678%
TERM02 12/01/2042 4.000% 2.080% 2.8910832% 0.8111874%
TERM02 12/01/2043 4.000% 2.080% 2.9239729% 0.8440770%
TERM02 12/01/2044 4.000% 2.080% 2.9538803% 0.8739845%
TERM02 12/01/2045 4.000% 2.080% 2.9811770% 0.9012812%
TERM02 12/01/2046 4.000% 2.080% 3.0061752% 0.9262794%
BOND PRICING
Final Numbers
Maturity Yield to Call Call Premium
Bond Component Date Amount Rate Yield Price Maturity Date Price (-Discount)
Bond Component:
12/01/2022 315,000 4.000% 0.230% 104.191 13,201.65
12/01/2023 415,000 4.000% 0.290% 107.812 32,419.80
12/01/2024 435,000 4.000% 0.370% 111.227 48,837.45
12/01/2025 450,000 4.000% 0.520% 114.145 63,652.50
12/01/2026 470,000 4.000% 0.690% 116.603 78,034.10
12/01/2027 490,000 4.000% 0.920% 118.269 89,518.10
12/01/2028 505,000 4.000% 1.060% 120.093 101,469.65
12/01/2029 530,000 4.000% 1.240% 121.240 112,572.00
12/01/2030 550,000 4.000% 1.350% 122.652 124,586.00
12/01/2031 570,000 4.000% 1.450% 123.906 136,264.20
12/01/2032 595,000 4.000% 1.540% 122.956 C 1.722% 12/01/2031 100.000 136,588.20
12/01/2033 620,000 4.000% 1.630% 122.014 C 1.951% 12/01/2031 100.000 136,486.80
12/01/2034 640,000 4.000% 1.690% 121.391 C 2.123% 12/01/2031 100.000 136,902.40
12/01/2035 670,000 4.000% 1.710% 121.184 C 2.241% 12/01/2031 100.000 141,932.80
12/01/2036 695,000 4.000% 1.750% 120.771 C 2.358% 12/01/2031 100.000 144,358.45
7,950,000 1,496,824.10
Term Bond:
12/01/2041 3,915,000 4.000% 1.910% 119.137 C 2.754% 12/01/2031 100.000 749,213.55
Term Bond #2:

12/01/2046 4,765,000 4.000% 2.080% 117.429 C 3.006% 12/01/2031 100.000 830,491.85
Term Bond #3:

12/01/2051 5,630,000 2.625% 2.673% 99.000 -56,300.00
22,260,000 3,020,229.50

First Coupon 06/01/2022
Par Amount 22,260,000.00

Premium 3,020,229.50
Production 25,280,229.50 113.567967%

Underwriter's Discount -111,300.00 -0.500000%
Purchase Price 25,168,929.50 113.067967%

Accrued Interest
Net Proceeds 25,168,929.50
Eagle County, CO 202123618
Regina O'Brien 10/20/2021
Pgs: 64 12:36:57 PM
REC: $328.00 DOC: $0.00
AFTER RECORDATION PLEASE RETURN TO:
Butler Snow LLP

1801 California Street, Suite 5100
Denver, Colorado 80202
Attention: Kimberley Crawford, Esq.
Pursuant to Section 39-13-104(1)G), Colorado Revised Statutes, this Lease Purchase Agreement is exempt from the
documentary fee.
LEASE PURCHASE AGREEMENT
DATED AS OF OCTOBER 20, 2021
BETWEEN
U.S. BANK NATIONAL ASSOCIATION,

SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE,
AS LESSOR
AND
TOWN OF VAIL, COLORADO,

AS LESSEE
This Table of Contents is not a part of this Lease and is only for convenience of reference.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS ............................................................................................................ 3

Section 1.1 Certain Funds and Accounts ................................................................................. 3
Section 1.2 Definitions ............................................................................................................ 3
ARTICLE 2 REPRESENTATIONS AND COVENANTS .......................................................... 11

Section 2.1 Representations and Covenants ofthe Town...................................................... 11
Section 2.2 Representations and Covenants ofthe Trustee ...................................................13
Section 2.3 Nature ofLease ................................................................................................... 13
Section 2.4 Town Acknowledgement ofCertain Matters ..................................................... 14
Section 2.5 Relationship ofTown and Trustee ...................................................................... 14
ARTICLE 3 LEASE OF THE LEASED PROPERTY ................................................................. 15
ARTICLE 4 LEASE TERM .......................................................................................................... 16

Section 4.1 Duration ofLease Term ...................................................................................... 16
Section 4.2 Termination ofLease Term ................................................................................ 17
ARTICLE 5 ENJOYMENT OF THE LEASED PROPERTY ...................................................... 18

Section 5.1 Trustee's Covenant ofQuiet Enjoyment ............................................................ 18
Section 5.2 Town's Need for the Leased Property; Determinations as to Fair Value and
Fair Purchase Price ............................................................................................. 18
ARTICLE 6 PAYMENTS BY THE TOWN................................................................................. 19

Section 6.1 Payments to Constitute Currently Budgeted Expenditures ofthe Town ............19
Section 6.2 Base Rentals, Purchase Option Price and Additional Rentals............................19
Section 6.3 Manner ofPayment............................................................................................. 20
Section 6.4 Nonappropriation ................................................................................................ 21
Section 6.5 Holdover Tenant ................................................................................................. 22
Section 6.6 Prohibition ofAdverse Budget or Appropriation Modifications........................23
ARTICLE 7 LEASING OF THE SITE; DESIGN, ACQUISITION, CONSTRUCTION AND

IMPROVEMENT OF THE PROJECT ......................................................................................... 24
Section 7.1 Leasing ofthe Site; Design, Acquisition, Construction and Improvement of
the Project ........................................................................................................... 24
Section 7.2 Disbursements for Costs ofthe Project ..............................................................25
Section 7.3 Completion ofConstruction ............................................................................... 25
Section 7.4 Title Insurance .................................................................................................... 26
Section 7.5 Project Contracts................................................................................................. 26
Section 7.6 Project Documents.............................................................................................. 27
Section 7.7 Defaults Under Project Contracts .......................................................................27
Section 7.8 Performance and Payment Bonds .......................................................................27
1
Section 7.9 Professional Errors and Omissions Liability Insurance......................................27
Section 7.10 Contractor's Commercial General Liability Insurance.......................................28
Section 7.11 Design Consultant's General Liability Insurance ............................................... 28
Section 7.12 Contractor's Automobile Liability Insurance ..................................................... 28
Section 7.13 Builder's Risk Insurance..................................................................................... 28
Section 7.14 Design Consultant's and Contractor's Worker's Compensation Insurance .......28
Section 7.15 Proceeds ofCertain Insurance Policies and Performance Bonds .......................29
ARTICLE 8 TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES.......30

Section 8.1 Title to the Leased Property................................................................................ 30
Section 8.2 No Encumbrance, Mortgage or Pledge ofthe Leased Property .........................30
ARTICLE 9 MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES .................31

Section 9.1 Maintenance ofthe Leased Property by the Town ............................................. 31
Section 9.2 Modification ofthe Leased Property; Installation ofFurnishings and
Machinery ofthe Town ...................................................................................... 31
Section 9.3 Taxes, Other Governmental Charges and Utility Charges ................................. 31
Section 9.4 Provisions for Liability and Property Insurance .................................................32
Section 9.5 Advances............................................................................................................. 33
Section 9.6 Granting ofEasements........................................................................................ 33
ARTICLE 10 DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET

PROCEEDS ................................................................................................................................... 34
Section 10.1 Damage, Destruction and Condemnation ...........................................................34
Section 10.2 Obligation to Repair and Replace the Leased Property ...................................... 34
Section 10.3 Insufficiency ofNet Proceeds............................................................................. 35
Section 10.4 Cooperation ofthe Trustee ................................................................................. 36
ARTICLE 11 DISCLAIMER OF WARRANTIES; OTHER COVENANTS ..............................37

Section 11.1 Disclaimer ofWarranties .................................................................................... 37
Section 11.2 Further Assurances and Corrective Instruments ................................................. 37
Section 11.3 Compliance with Requirements..........................................................................37
Section 11.4 Release and Substitution ofLeased Property .....................................................37
Section 11.5 Tax Covenants ....................................................................................................38
Section 11.6 Undertaking to Provide Ongoing Disclosure ......................................................39
Section 11.7 Exculpation; Covenant to Reimburse Legal Expenses .......................................39
Section 11.8 Access to the Leased Property; Rights to Inspect Books ................................... 39
Section 11.9 Environmental Matters. ...................................................................................... 39
ARTICLE 12 PURCHASE OPTION ............................................................................................41

Section 12.1 Purchase Option .................................................................................................. 41
Section 12.2 Conditions for Purchase Option..........................................................................41
Section 12.3 Manner ofConveyance .......................................................................................41
11
ARTICLE 13 ASSIGNMENT AND SUBLEASING ...................................................................43
Section 13.1 Assignment by the Trustee; Replacement ofthe Trustee ...................................43
Section 13.2 Assignment and Subleasing by the Town ...........................................................43
ARTICLE 14 EVENTS OF LEASE DEFAULT AND REMEDIES............................................44

Section 14.1 Events ofLease Default Defined ........................................................................44
Section 14.2 Remedies on Default ........................................................................................... 44
Section 14.3 Limitations on Remedies ................................................................................... .45
Section 14.4 No Remedy Exclusive ........................................................................................46
Section 14.5 Waivers ............................................................................................................... 46
Section 14.6 Agreement to Pay Attorneys' Fees and Expenses ..............................................46
Section 14.7 Waiver ofAppraisement, Valuation, Stay, Extension and Redemption Laws ...46
ARTICLE 15 MISCELLANEOUS ...............................................................................................47

Section 15.1 Sovereign Powers ofTown................................................................................ .47
Section 15.2 Notices ................................................................................................................ 47
Section 15.3 Third Party Beneficiaries ....................................................................................47
Section 15.4 Binding Effect .....................................................................................................47
Section 15.5 Amendments ....................................................................................................... 48
Section 15.6 Amounts Remaining in Funds ........................................................................... .48
Section 15.7 Triple Net Lease ................................................................................................ .48
Section 15.8 Computation ofTime ..........................................................................................48
Section 15.9 Payments Due on Holidays.................................................................................48
Section 15.10 Severability .........................................................................................................48
Section 15.11 Execution in Counterparts ..................................................................................49
Section 15.12 Applicable Law ...................................................................................................49
Section 15.13 The Trustee is Independent ofthe Town ............................................................49
Section 15.14 Governmental Immunity.....................................................................................49
Section 15.15 Recitals ............................................................................................................... 49
Section 15.16 Captions .............................................................................................................. 49
Section 15.17 Trustee's Disclaimer ...........................................................................................49
Section 15.18 Electronic Transactions ......................................................................................49
EXHIBIT A DESCRIPTION OF LEASED PROPERTY ...................................................... A-1

EXHIBIT B BASE RENTALS SCHEDULE .......................................................................... B-1
EXHIBIT C FORM OF NOTICE OF LEASE RENEWAL .................................................... C-1
EXHIBIT D FORM OF REQUISITION................................................................................. D-1
EXHIBIT E CERTIFICATE OF COMPLETION ................................................................... E-1
111
This LEASE PURCHASE AGREEMENT, dated as of October 20, 2021 (this "Lease"),
is by U.S. BANK NATIONAL ASSOCIATION, Denver, Colorado, a national banking association
duly organized and validly existing under the laws of the United States of America, solely in its
capacity as trustee under the Indenture (the "Trustee"), as lessor, and the TOWN OF VAIL,
COLORADO, a Colorado home rule municipality duly organized and existing under the
Constitution and laws of the State of Colorado (the "Town"), as lessee.
PREFACE
All capitalized terms used herein will have the meanings ascribed to them in Article 1 of
this Lease.
RECITALS
1. The Town is a duly organized and existing home rule municipality of the State of
Colorado, created and operating pursuant to Article XX of the Constitution of the State of
Colorado and the home rule charter of the Town (the "Charter").
2. Pursuant to Article XX, Section 6 of the Colorado Constitution and Section 13.3
of the Charter, the Town is authorized to lease, for such term as Council shall determine, any real
or personal property to or from any person, firm or corporation, public or private, governmental
or otherwise.
3. Because the demand for workforce housing in the Town exceeds the supply, the
Council has determined that it is in the public interest and is a public purpose for the Town to
finance the acquisition, construction, installation, equipping of a deed restricted, for rent
workforce housing project on the property described in Exhibit A attached hereto (the "Leased
Property") including any legally permitted costs and expenditures in connection therewith, all for
public purposes, and as authorized by law (the "Project").
4. To accomplish the Project, the Trustee, solely in its capacity of Trustee under the
Indenture, will acquire a leasehold interest in the Leased Property by leasing the Leased Property
from the Town pursuant to the Site Lease (as defined herein) and the Trustee will lease the
Leased Property back to the Town pursuant to this Lease.
5. The payment by the Town of Base Rentals (as defined herein) and Additional
Rentals (as defined herein) hereunder in any future Fiscal Year (as defined herein) is subject to
specific Appropriation (as defined herein) and renewal by the Council of this Lease for such
future Fiscal Year. The Base Rentals and Additional Rentals payable by the Town under this
Lease constitute current expenditures of the Town.
6. Neither this Lease nor the payment by the Town of Base Rentals or Additional
Rentals hereunder shall be deemed or construed as creating an indebtedness of the Town within
the meaning of any provision of the Colorado Constitution, the Charter or the laws of the State of
Colorado, concerning or limiting the creation of indebtedness by the Town, and shall not
constitute a multiple fiscal year direct or indirect debt or other financial obligation of the Town
within the meaning of Article X, Section 20(4) of the Colorado Constitution or a mandatory
1
charge or requirement against the Town in any ensuing Fiscal Year beyond the then current
Fiscal Year. The obligation of the Town to pay Base Rentals and Additional Rentals hereunder
shall be from year to year only, shall constitute currently budgeted expenditures of the Town,
shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a
mandatory payment obligation of the Town in any ensuing Fiscal Year beyond any Fiscal Year
during which this Lease shall be in effect. In the event that this Lease is not renewed, the sole
security available to the Trustee, as lessor hereunder, shall be the Leased Property.
7. The Trustee is executing this Lease solely in its capacity as trustee under the
Indenture, and subject to the terms, conditions and protections provided for therein.
8. The Trustee and the Town intend that this Lease sets forth their entire
understanding and agreement regarding the terms and conditions upon which the Town is leasing
the Leased Property from the Trustee.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein contained, the Trustee and the Town agree as follows:
2
ARTICLE 1
DEFINITIONS
Section 1.1 Certain Funds and Accounts. All references herein to any funds and
accounts shall mean the funds and accounts so designated which are established under the
Indenture.
Section 1.2 Definitions. All capitalized terms used herein and not otherwise defined
shall have the meanings given to them in the Indenture, unless the context otherwise requires.
Capitalized terms used herein shall have the following meanings under this Lease:
"Additional Certificates" means Additional Certificates which may be executed and

delivered pursuant to the Indenture.
"Additional Rentals" means the payment or cost of all:
(a) (i) reasonable expenses and fees of the Trustee related to the performance
or discharge of its responsibilities under the provisions of this Lease, the Site Lease or the
Indenture, including the reasonable fees and expenses of any person or firm employed by
the Town to make rebate calculations under the provisions of Section 3.04 of the
Indenture and the expenses of the Trustee in respect of any policy of insurance obtained
in respect of the Certificates executed and delivered with respect to this Lease, (ii) the
cost of insurance premiums and insurance deductible amounts under any insurance policy
to protect the Trustee from any liability under this Lease, approved by the Town
Representative, which approval shall not be unreasonably withheld, (iii) reasonable legal
fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from
and against any legal claims , or to bring any forcible entry and detainer actions, or to
advance or reimburse the Trustee for damages, penalties, fines, costs, liabilities or losses
incurred in connection with the Trust Estate, including, those incurred addressing the
presence of Hazardous Substances on or violations of any Environmental Law associated
with the Leased Property, and (iv) reasonable expenses and fees of the Trustee incurred at
the request of the Town Representative;
(b) taxes, assessments, insurance premiums, utility charges, maintenance,

upkeep costs, remediation and restoration costs, repair and replacement with respect to
the Leased Property and as otherwise required under this Lease;
(c) payments into the Rebate Fund for rebate payments as provided in this
Lease; and
(d) all other charges and costs (together with all interest and penalties that
may accrue thereon in the event that the Town shall fail to pay the same, as specifically
set forth in this Lease) which the Town agrees to assume or pay as Additional Rentals
under this Lease.
Additional Rentals do not include Base Rentals.
3
"Appropriation" means the action of the Council in annually making moneys available
for all payments due under this Lease, including the payment of Base Rentals and Additional
Rentals.
"Approval ofSpecial Counsel" means an opinion of Special Counsel to the effect that the
matter proposed will not adversely affect the excludability from gross income for federal income
tax purposes of the Interest Portion of the Base Rentals paid by the Town under this Lease.
"Base Rentals" means the rental payments payable by the Town to the Trustee during the
Lease Term, which constitute payments payable by the Town for and in consideration of the
right to possess and use the Leased Property as set forth in Exhibit B (Base Rentals Schedule)
hereto. Base Rentals does not include Additional Rentals.
"Base Rentals Payment Dates" means the Base Rentals Payment Dates set forth in
Exhibit B (Base Rentals Schedule) hereto.
"Business Day" means any day, other than a Saturday, Sunday or legal holiday or a day
(a) on which banks located in Denver, Colorado, are required or authorized by law or executive
order to close or (b) on which the Federal Reserve System is closed.
"Certificate ofCompletion" means the Certificate of Completion in substantially the form

attached hereto as Exhibit E to be delivered by the Town Representative to the Trustee pursuant
to Section 7.3 hereof.
"Certificates" means the "Certificates of Participation, Series 2021, evidencing

Proportionate Interests in the Base Rentals and other Revenues under an annually renewable
Lease Purchase Agreement dated as of October 20, 2021, between U.S. Bank National
Association, solely in its capacity as trustee under the Indenture, as lessor, and the Town of Vail,
Colorado, as lessee" dated as of their date of delivery, executed and delivered pursuant to the
Indenture.
"Charter" means the home rule charter of the Town, and any amendments or
supplements thereto.
"Completion Date" means the earlier of (a) June 1, 2023, or such later date established by
the Town with the Approval of Special Counsel, or (b) any date on which the Certificate of
Completion is delivered by the Town Representative to the Trustee pursuant to Section 7.3 of
this Lease.
"Construction Fund' means the Construction Fund created under the Indenture.
"Continuing Disclosure Certificate" means the certificate executed by the Town of even
date herewith which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the
Securities and Exchange Commission.
"Costs of Execution and Delivery" means all items of expense directly or indirectly
payable by the Trustee related to the authorization, execution and delivery of the Site Lease and
this Lease and related to the authorization, sale, execution and delivery of the Certificates, as
further defined in the Indenture.
4
"Costs of the Project" means all costs and expenses incurred in connection with the
Project, including without limitation:
(a) any costs paid or incurred for the acquisition of any real estate acquired as
part of the Leased Property;
(b) obligations paid, incurred or assumed for labor, materials and equipment
in connection with the construction, acquisition, installation, equipping and improvement
of the Project;
(c) the cost of performance and payment bonds and of insurance of all kinds
(including, without limitation, title insurance) that may be necessary or appropriate in
connection with the Project;
(d) the costs of engineering, architectural and other professional and technical
services including obligations incurred or assumed for preliminary design and
development work, test borings, soils tests, surveys, environmental review, estimates and
plans and specifications;
(e) administrative costs incurred in connection with the leasing of the Leased
Property and the construction of the 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 Documents, architectural,
engineering and other professional and technical fees, building permit fees, water tap
fees, sanitary sewer and wastewater fees, legal fees and expenses, appraisal fees,
independent inspection fees, auditing fees and advertising expenses in connection with
the Project;
(f) costs incurred in connection with the Certificates, including the initial
compensation and expenses of the Trustee, legal fees and expenses, costs incurred in
obtaining ratings from rating agencies, the premium for a qualified surety bond, if any,
and accounting fees;
(g) all costs which are required to be paid under the terms of any Project
Contract;
(h) any costs associated with the leasing of the Site pursuant to the Site Lease;
(i) costs related to the preparation of the Site for construction of the Project,
including, but not limited to, the costs of demolition and cleanup of any existing
improvements on the Site and costs associated with the provision of sewer, water, gas,
electricity and other infrastructure improvements and services to the Site;
G) payments to a reserve fund to the extent necessary to establish or maintain

a reserve requirement, if any;
5
(k) 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 Interest
Portion of Base Rentals due under this Lease and attributable to the Certificates, as
evidenced by delivery of an Approval of Special Counsel; and
(1) any and all other costs necessary to effect the Trustee's leasing of the Site
and the implementation and completion of the Project to the extent the same are
permitted by the laws of the State of Colorado and will not adversely affect the
excludability from gross income for federal income tax purposes of the Interest Portion of
Base Rentals due under this Lease and attributable to the Certificates, as evidenced by
delivery of an Approval of Special Counsel.
"Council" means the Town Council of the Town or any successor to its functions.
"Counsel" means an attorney at law or law firm (who may be counsel for the Trustee)
who is satisfactory to the Town.
"C.R.S." means Colorado Revised Statutes.
"Environmental Law" means any applicable federal, state or local law, statute, ordinance,
rule, regulation or code, any license, permit, authorization, administrative or court order,
judgment, decree or injunction, including all common law, related to pollution, protection or
restoration of health, safety or the environment, reclamation of mined lands, or the use, storage,
recycling, treatment, generation, transportation, processing, handling, labeling, production,
release or disposal of pollutants or Hazardous Substances, including, without limitation,
CERCLA; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901,
et seq.; the Clean Air Act, 42 U.S.C. Section 7401, et seq.; the Federal Water Pollution Control
Act, 33 U.S.C. Section 1251, et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601,
et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001,
et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq.; the Oil Pollution Act of
1990, 33 U.S.C. Section 2701 et seq.; and the Occupational Safety and Health Act, 29 U.S.C.
651, et seq., and any applicable state or local law counterparts, as the same may be reauthorized
or amended from time to time.
"Event(s) of Lease Default" means any event as defined in Section 14.1 of this Lease.
"Event ofNonappropriation" means the termination and non-renewal of this Lease by the
Town, determined by the Council's failure, for any reason, to appropriate by the last day of each
Fiscal Year, (a) sufficient amounts to be used to pay Base Rentals due in the next Fiscal Year
and (b) sufficient amounts to pay such Additional Rentals as are estimated to become due in the
next Fiscal Year, as provided in Section 6.4 of this Lease. An Event of Nonappropriation may
also occur under certain circumstances described in Section 10.3(c) of this Lease. The term also
means a notice under this Lease of the Town's intention to not renew and therefore terminate this
Lease or an event described in this Lease relating to the exercise by the Town of its right to not
appropriate amounts due as Additional Rentals in excess of the amounts for which an
Appropriation has been previously effected.
6
"Finance Director" means the Finance Director of the Town or his or her successor in
functions, if any.
"Fiscal Year" means the Town's fiscal year, which begins on January 1 of each calendar
year and ends on December 31 of the same calendar year, or any other twelve month period
which the Town or other appropriate authority hereafter may establish, after notification to the
Trustee and the Owners, as the Town's fiscal year.
"Force Majeure" means, without limitation, the following: acts of God; strikes, lockouts
or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the
government of the United States of America, the State of Colorado or any of their departments,
agencies or officials or any civil or military authority; insurrection; riots; landslides; earthquakes;
fires; storms; droughts; floods; explosions; breakage or accidents to machinery, transmission
pipes or canals; pandemics or other declared health emergencies; or any other cause or event not
within the control of the Town in its capacity as lessee hereunder or the Trustee.
"Hazardous Substance" means and includes: (a) the terms "hazardous substance,"
"release" and "removal" which, as used herein, shall have the same meaning and definition as set
forth in paragraphs (14), (22) and (23), respectively, of Title 42 U.S.C. §9601 and in Colorado
law, provided, however, that the term "hazardous substance" as used herein shall also include
"hazardous waste" as defined in paragraph (5) of 42 U.S.C. §6903 and "petroleum" as defined in
paragraph (8) of 42 U.S.C. §6991; (b) the term "superfund" as used herein means the
Comprehensive Environmental Response, Compensation and Liability Act, as amended, being
Title 42 U.S.C. §9601 et seq., as amended, and any similar State of Colorado statute or local
ordinance applicable to the Leased Property, including, without limitation, Colorado rules and
regulations promulgated, administered and enforced by any governmental agency or authority
pursuant thereto; and (c) the term "underground storage tank" as used herein shall have the same
meaning and definition as set forth in paragraph (1) of 42 U.S.C. §6991.
"Indenture" means the Indenture of Trust, dated as of October 20, 2021, entered into by
the Trustee, as the same may be amended or supplemented.
"Initial Term" means the period which commences on the date of delivery of this Lease
and terminates on December 31, 2021.
"Interest Portion" means the portion of each Base Rentals payment that represents the
payment of interest set forth in Exhibit B (Base Rentals Schedule) hereto.
"Lease" means this Lease Purchase Agreement, dated as of October 20, 2021, between
the Trustee, as lessor, and the Town, as lessee, as the same may hereafter be amended.
"Lease Remedy" or "Lease Remedies" means any or all remedial steps provided in this
Lease whenever an Event of Lease Default or an Event of Nonappropriation has happened and is
continuing, which may be exercised by the Trustee as provided in this Lease and in the
Indenture.
"Lease Term" means the Initial Term and any Renewal Terms as to which the Town may
exercise its option to renew this Lease by effecting an Appropriation of funds for the payment of
7
Base Rentals and Additional Rentals hereunder, as provided in and subject to the provisions of
this Lease. "Lease Term" refers to the time during which the Town is the lessee of the Leased
Property under this Lease.
"Leased Property" means the Site and the premises, buildings and improvements situated
thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to
this Lease, together with any and all additions and modifications thereto and replacements
thereof, including, without limitation, any New Facility.
"Net Proceeds" means the proceeds of any performance or payment bond, or proceeds of
insurance, including self-insurance, required by this Lease or proceeds from any condemnation
award, or any proceeds resulting from default or breaches of warranty under any Project
Contract, or proceeds derived from the exercise of any Lease Remedy or otherwise following
termination of this Lease by reason of an Event of Nonappropriation or an Event of Lease
Default, allocable to the Leased Property, less (a) all related expenses (including, without
limitation, attorney's fees and costs) incurred in the collection of such proceeds or award; and
(b) all other related fees, expenses and payments due to the Town and the Trustee.
"New Facility" means any real property, buildings or equipment leased by the Town to
the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from
the Trustee pursuant to a future amendment to this Lease in connection with the execution and
delivery of Additional Certificates.
"Owners" means the registered owners of any Certificates and Beneficial Owners.
"Permitted Encumbrances" with respect to the Leased Property, means, as of any

particular time: (a) liens for taxes and assessments not then delinquent, or liens which may
remain unpaid pending contest pursuant to the provisions of this Lease; (b) the Site Lease, this
Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the
Site Lease, this Lease or the Indenture; (c) utility, access and other easements and rights of way,
licenses, permits, party wall and other agreements, restrictions and exceptions which the Town
Representative certifies will not materially interfere with or materially impair the Leased
Property, including rights or privileges in the nature of easements, licenses, permits and
agreements as provided in this Lease or other Project Contracts; (d) any sublease of the Leased
Property that is permitted pursuant to the terms and provisions of Section 13 .2 hereof; and (e) the
easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased
Property was subject when leased to the Trustee pursuant to the Site Lease, as shown on the title
insurance commitment delivered to the Trustee on the date hereof, which the Town represents do
not and will not interfere in any material way with the intended use of the Leased Property.
"Prepayment" means any amount paid by the Town pursuant to the provisions of this
Lease as a prepayment of the Base Rentals due hereunder.
"Principal Portion" means the portion of each Base Rentals payment that represents the
payment of principal set forth in Exhibit B (Base Rentals Schedule) hereto.
"Project" means, to the extent financed with the proceeds of the Certificates, the
construction and equipping of for rent workforce housing on the Site.
8
"Project Contract" means any contract entered into before the Completion Date by the
Town regarding the design, acquisition, construction, improvement or installation of any portion
of the Project, including, without limitation, the design contracts between the Town and the
design consultants, the construction contracts between the Town and the contractors, and any
other contracts between the Town and anyone performing work or providing services in
connection with the implementation and completion of the Project.
"Project Documents" means the following: (a) plans, drawings and specifications for the
Project, when and as they are approved by the Town, including change orders, if any; (b) any
necessary permits for the Project, including any building permits and certificates of occupancy;
(c) the Project Contracts; (d) policies of title insurance, insurance policies required under the
Project Contracts, including general liability, property damage and automobile, worker's
compensation and builders' risk insurance policies in respect of the general contractor for
construction of the Project and, on and after the Completion Date of the Project, insurance
policies required under Article 9 of this Lease, including commercial general liability and public
liability, property and worker's compensation insurance policies, or certificates of insurance for
any of such policies thereof, as required by this Lease; (e) contractor's performance and payment
bonds with respect to the Project; and (f) any and all other documents executed by or furnished
to the Town or the Trustee in connection with the Project.
"Purchase Option Price" means the amount payable on any date, at the option of the
Town, to prepay Base Rentals, terminate the Lease Term and purchase the Trustee's leasehold
interest in the Leased Property, as provided herein.
"Renewal Term" means any portion of the Lease Term commencing on January 1 of any
calendar year and terminating on or before December 31 of such calendar year as provided in
Article 4 of this Lease.
"Requisition" means the process by which the Town Representative will request the
reimbursement to the Town or the payment to others of qualifying Costs of the Project, such
Requisition to be initiated by the submission to the Trustee of a form substantially as set forth in
Exhibit D hereto.
"Revenues" means (a) all amounts payable by or on behalf of the Town or with respect to
the Leased Property pursuant to this Lease including, but not limited to, all Base Rentals,
Prepayments, the Purchase Option Price and Net Proceeds, but not including Additional Rentals;
(b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund or the
Construction Fund created under the Indenture; (c) any moneys which may be derived from any
insurance in respect of the Certificates; and (d) any moneys and securities, including investment
income, held by the Trustee in the Funds and Accounts established under the Indenture (except
for moneys and securities held in the Rebate Fund or any defeasance escrow account).
"Site" means the real property owned by the Town and leased by the Town to the Trustee
under the Site Lease and subleased by the Trustee to the Town under this Lease, the legal
description of which is set forth in Exhibit A hereto, or an amendment or supplement hereto.
"Site Lease" means the Site Lease, dated as of October 20, 2021, between the Town, as
lessor, and the Trustee, as lessee, as the same may hereafter be amended.
9
"Special Counsel" means any counsel experienced in matters of municipal law and listed
in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any
successor publication. So long as the Lease Term is in effect, the Town shall have the right to
select Special Counsel.
"Tax Certificate" means the Tax Certificate entered into by the Town with respect to this
Lease.
"Tax Code" means the Internal Revenue Code of 1986, as amended, and all regulations
and rulings promulgated thereunder.
"Town" means the Town of Vail, Colorado.
"Town Manager" means the Town Manager of the Town or his or her successor in
function.
"Town Representative" means the Mayor, the Town Manager or the Finance Director or
such other person at the time designated to act on behalf of the Town for the purpose of
performing any act under this Lease, the Site Lease or the Indenture by a written certificate
furnished to the Trustee containing the specimen signature of such person or persons and signed
on behalf of the Town by the Mayor.
"Trustee" means U.S. Bank National Association, acting solely in the capacity of trustee
pursuant to the Indenture, and any successor thereto appointed under the Indenture.
10
ARTICLE2
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations and Covenants of the Town. The Town represents and
covenants to the Trustee, to the extent allowed by law and subject to renewal of this Lease and
Appropriation as set forth in Article 6 hereof as follows:
(a) The Town is a home rule municipal corporation duly organized and
existing within the State under the Constitution and laws of the State and its Charter. The
Town is authorized to enter into this Lease and the Site Lease and to carry out its
obligations under this Lease and the Site Lease. The Town has duly authorized and
approved the execution and delivery of this Lease, the Site Lease and all other documents
related to the execution and delivery of this Lease and the Site Lease.
(b) The Town owns the Leased Property and the Trustee has a leasehold
interest in the Leased Property pursuant to the Site Lease.
(c) The leasing of the Leased Property to the Trustee pursuant to the Site
Lease and the leasing or subleasing of the Leased Property from the Trustee, under the
terms and conditions provided for in this Lease, and the implementation of the Project by
the Town, are necessary, convenient and in furtherance of the Town's public purposes
and are in the best interests of the citizens and inhabitants of the Town. The Town will
apply the net proceeds derived from the proceeds of the Certificates to effectuate the
Project.
(d) Neither the execution and delivery of this Lease and the Site Lease, nor
the fulfillment of or compliance with the terms and conditions of this Lease and the Site
Lease, nor the consummation of the transactions contemplated hereby or thereby,
conflicts with or results in a breach of the terms, conditions or provisions of any
restriction or any agreement or instrument to which the Town is now a party or by which
the Town or its property is bound, or violates any statute, regulation, rule, order of any
court having jurisdiction, judgment or administrative order applicable to the Town, or
constitutes a default under any of the foregoing, or results in the creation or imposition of
any lien or encumbrance whatsoever upon any of the property or assets of the Town,
except for Permitted Encumbrances.
(e) The Town agrees that, except for non-renewal and nonappropriation as set
forth in Article 6 hereof, if the Town fails to perform any act which the Town is required
to perform under this Lease, the Trustee may, but shall not be obligated to, perform or
cause to be performed such act, and any reasonable expense incurred by the Trustee in
connection therewith shall be an obligation owing by the Town (from moneys for which
an Appropriation has been effected) to the Trustee shall be a part of Additional Rentals,
and the Trustee shall be subrogated to all of the rights of the party receiving such
payment.
(f) There is no litigation or proceeding pending against the Town affecting

the right of the Town to execute this Lease or the Site Lease or the ability of the Town to
make the payments required hereunder or to otherwise comply with the obligations
11
contained herein, or which, if adversely determined, would, in the aggregate or in any
case, materially adversely affect the property, assets, financial condition or business of
the Town or materially impair the right or ability of the Town to carry on its operations
substantially as now conducted or anticipated to be conducted in the future.
(g) Except for customary materials necessary for construction, operation,

cleaning and maintenance of the Leased Property, the Town shall not cause or permit any
Hazardous Substance to be brought upon, generated at, stored or kept or used in or about
the Leased Property without prior written notice to the Trustee, and all Hazardous
Substances, including, customary materials necessary for construction, operation,
cleaning and maintenance of the Leased Property, will be used, kept and stored in a
manner that complies with all laws regulating any such Hazardous Substance so brought
upon or used or kept in or about the Leased Property. If the presence of any Hazardous
Substance on the Leased Property caused or permitted by the Town results in
contamination of the Leased Property, or if contamination of the Leased Property by any
Hazardous Substance otherwise occurs for which the Town is legally liable for damage
resulting therefrom, then the Town shall include as an Additional Rental any amount
necessary to reimburse the Trustee for legal expenses incurred to defend (to the extent
that an Appropriation for the necessary moneys has been effected by the Town) the
Trustee from claims for damages, penalties, fines, costs, liabilities or losses and to
reimburse the Trustee for any other costs incurred addressing the presence of Hazardous
Substances on the Leased Property. The reimbursement of the Trustee's legal expenses
and costs incurred is not an indemnification. It is expressly understood that the Town is
not indemnifying the Trustee and expenses of such defense shall constitute Additional
Rentals. Without limiting the foregoing, if the presence of any Hazardous Substance on
the Leased Property caused or permitted by the Town results in any contamination of the
Leased Property, the Town shall provide prior written notice to the Trustee and the Town
shall promptly take all actions at its sole expense (which expenses shall constitute
Additional Rentals) as are necessary to effect remediation of the contamination in
accordance with legal requirements.
(h) The Town shall comply with all Environmental Laws in its use and
occupation of the Leased Property pursuant to this Lease. If the Town's failure to
comply with any Environmental Law results in contamination of the Leased Property or
creates another adverse environmental condition on the Leased Property, then the Town
shall include as an Additional Rental any amount necessary to reimburse the Trustee for
legal expenses incurred to defend (to the extent that an Appropriation for the necessary
moneys has been effected by the Town) the Trustee from claims for damages, penalties,
fines, costs, liabilities or losses, and to reimburse the Trustee for any other costs incurred
addressing the violation of any Environmental Law associated with the Leased Property.
The reimbursement of the Trustee's legal expenses and costs incurred is not an
indemnification. It is expressly understood that the Town is not indemnifying the Trustee
and expenses of such defense shall constitute Additional Rentals. Without limiting the
foregoing, if the occurrence of a violation of any Environmental Law associated with the
Leased Property caused or permitted by the Town results in any contamination of the
Leased Property or creates another environmental hazard on the Leased Property, the
Town shall provide prior written notice to the Trustee and promptly take all actions at its
12
sole expense (which expenses shall constitute Additional Rentals) as are necessary to
remedy the violation, contamination, and/or other environmental hazard in accordance
with legal requirements.
(i) The Town agrees that its budget officer or other primary business official
will do all things lawfully within such officer's or official's power (a) to include amounts
to pay Base Rentals and Additional Rentals in each annual or biennial budget (as
appropriate) to be submitted to its governing body and (b) to use best efforts to obtain and
maintain funds from which such Base Rentals and Additional Rentals may be made
during each fiscal period for which amounts have been duly appropriated to make such
payments.
G) The Town covenants and agrees to comply with any applicable covenants
and requirements of the Town set forth in the Tax Certificate.
Section 2.2 Representations and Covenants of the Trustee. The Trustee represents
and covenants as follows:
(a) So long as no Event of Indenture Default has occurred and is then

continuing or existing, except as specifically provided in the Site Lease or this Lease or
as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not
pledge or assign the Trustee's right, title and interest in and to (i) this Lease or the Site
Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and
attendant rights and obligations which may be derived under this Lease or the Site Lease
and/or (iii) the Leased Property and any reversion therein or any of its or the Trustee's
other rights under this Lease or the Site Lease or assign, pledge, mortgage, encumber or
grant a security interest in its or the Trustee's right, title and interest in, to and under this
Lease or the Site Lease or the Leased Property except for Permitted Encumbrances.
(b) Neither the execution and delivery of this Lease and the Site Lease or the
Indenture by the Trustee, nor the fulfillment of or compliance with the terms and
conditions thereof and hereof, nor the consummation of the transactions contemplated
thereby or hereby conflicts with or results in a breach of the terms, conditions and
provisions of any restriction or any agreement or instrument to which the Trustee is now
a party or by which the Trustee is bound, or constitutes a default under any of the
foregoing.
(c) To the Trustee's knowledge, there is no litigation or proceeding pending

against the Trustee affecting the right of the Trustee to execute this Lease and the Site
Lease or to execute the Indenture, and perform its obligations thereunder or hereunder,
except such litigation or proceeding as has been disclosed in writing to the Town on or
prior to the date the Indenture is executed and delivered.
Section 2.3 Nature of Lease. The Town and the Trustee acknowledge and agree that
the Base Rentals and Additional Rentals hereunder shall constitute currently budgeted and
appropriated expenditures of the Town and may be paid from any legally available funds. The
13
Town's obligations under this Lease shall be subject to the Town's annual right to terminate this
Lease (as further provided herein), and shall not constitute a mandatory charge or requirement in
any ensuing Fiscal Year beyond the then current Fiscal Year. No provision ofthis Lease shall be
construed or interpreted as creating a general obligation, multiple fiscal year financial obligation,
or other indebtedness of the Town within the meaning ofany constitutional, Charter or statutory
debt limitation. No provision of this Lease shall be construed or interpreted as creating an
unlawful delegation ofgovernmental powers nor as a donation by or a lending ofthe credit ofthe
Town within the meaning of Article XI, Sections 1 or 2 of the Colorado Constitution. Neither
this Lease nor the execution and delivery of the Certificates shall directly or indirectly obligate
the Town to make any payments beyond those duly budgeted and appropriated for the Town's
then current Fiscal Year. The Town shall be under no obligation whatsoever to exercise its
option to purchase the Trustee's leasehold interest in the Leased Property. No provision of this
Lease shall be construed to pledge or to create a lien on any class or source ofTown moneys, nor
shall any provision of this Lease restrict the future issuance of any Town bonds or obligations
payable from any class or source ofTown moneys (provided, however, certain restrictions in the
Indenture shall apply to the issuance of Additional Certificates). In the event that this Lease is
not renewed by the Town, the sole security available to the Trustee, as lessor hereunder, shall be
the Leased Property.
Section 2.4 Town Acknowledgement of Certain Matters. The Town acknowledges

the Indenture and the execution and delivery by the Trustee of the Indenture and the Certificates
pursuant to the Indenture, and that all conditions precedent to the execution ofthe Indenture have
been complied with. The Town also acknowledges the Trustee's authority to act on behalfofthe
Owners of the Certificates with respect to all rights, title and interests of the Trustee in, to and
under this Lease, the Site Lease and the Leased Property. To the extent that the Town has duties,
obligations and rights under the Indenture, the Town agrees to perform such duties and
obligations so long as this Lease is in effect, subject to appropriation and to the extent permitted
by law.
Section 2.5 Relationship of Town and Trustee. The relationship of the Town and
the Trustee under this Lease is, and shall at all times remain, solely that of lessee and lessor; and
the Town neither undertakes nor assumes any responsibility or duty to the Trustee or to any third
party with respect to the Trustee's obligations relating to the Leased Property; and the Trustee
does not undertake or assume any responsibility or duty to the Town or to any third party with
respect to the Town's obligations relating to the Leased Property. Notwithstanding any other
provisions ofthis Lease: (a) the Town and the Trustee are not, and do not intend to be construed
to be, partners, joint ventures, members, alter egos, managers, controlling persons or other
business associates or participants of any kind of either of the other, and the Town and the
Trustee do not intend to ever assume such status; and (b) the Town and the Trustee shall not be
deemed responsible for, or a participant in, any acts, omissions or decisions ofeither ofthe other.
14
ARTICLE3
LEASE OF THE LEASED PROPERTY
The Trustee demises and leases the Leased Property to the Town and the Town leases the
Leased Property from the Trustee, in accordance with the provisions of this Lease, subject only
to Permitted Encumbrances, to have and to hold for the Lease Term.
The Town and the Trustee acknowledge that the Town owns the Leased Property and the
Town has leased the Leased Property to the Trustee pursuant to the Site Lease; and the Town and
the Trustee intend that there be no merger of the Town's interests as sublessee under this Lease
and the Town's ownership interest in the Leased Property so as to cause the cancellation of the
Site Lease or this Lease, or an impairment of the leasehold and subleasehold interest intended to
be created by the Site Lease and this Lease.
15
ARTICLE4
LEASE TERM
Section 4.1 Duration of Lease Term. The Lease Term shall commence as of the date
hereof. The Initial Term shall terminate on December 31, 2021. This Lease may be renewed,
solely at the option of the Town, for 30 Renewal Terms, provided, however, that the Lease Term
shall terminate no later than December 31, 2051, except that the Renewal Term beginning on
January 1, 2051 shall terminate upon the Town's payment of the final Base Rental payment as
set forth in Exhibit B. The Town hereby finds that the maximum Lease Term hereunder does
not exceed the weighted average useful life of the Leased Property. The Town further
determines and declares that the period during which the Town has an option to purchase the
Trustee's leasehold interest in the Leased Property (i.e., the entire maximum Lease Term) does
not exceed the useful life of the Leased Property.
The Town Manager or other officer of the Town at any time charged with the
responsibility of formulating budget proposals for the Town is hereby directed to include in the
annual budget proposals submitted to the Council, in any year in which this Lease shall be in
effect, items for all payments required for the ensuing Renewal Term under this Lease until such
time, if any, as the Town may determine to not renew and terminate this Lease. Notwithstanding
this directive regarding the formulation of budget proposals, it is the intention of the Town that
any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be
made solely by the Council in its absolute discretion and not by any other official of the Town,
as further provided in the following paragraph. During the Lease Term, the Town shall in any
event, whether or not the Lease is to be renewed, furnish the Trustee with copies of its annual
budget promptly after the budget is adopted. The Trustee shall have no duty to examine the
Town's annual budget.
Not later than December 15 of the then current Initial Term or any Renewal Term the
Town Representative shall give written notice (in substantially the form set forth in Exhibit C
attached hereto) to the Trustee that either:
(a) the Town has effected or intends to effect on a timely basis an

Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts
authorized and directed to be used to pay all of the Base Rentals and (2) sufficient
amounts to pay such Additional Rentals as are estimated to become due, all as further
provided in Sections 6.2, 6.3 and 6.4 of this Lease, whereupon, this Lease shall be
renewed for the ensuing Fiscal Year; or
(b) the Town has determined, for any reason, not to renew this Lease for the
ensuing Fiscal Year.
Subject to the provisions of Section 6.4(a) hereof, the failure to give such notice shall not
constitute an Event of Lease Default, nor prevent the Town from electing not to renew this
Lease, nor result in any liability on the part of the Town. The Town's option to renew or not to
renew this Lease shall be conclusively determined by whether or not the applicable
Appropriation has been made on or before December 31 of each Fiscal Year, all as further
provided in Article 6 of this Lease.
16
The terms and conditions hereof during any Renewal Term shall be the same as the terms
and conditions hereof during the Initial Term, except that the Purchase Option Price and the Base
Rentals shall be as provided in Article 12 and Exhibit B (Base Rentals Schedule) hereof.
Section 4.2 Termination of Lease Term. The Lease Term shall terminate upon the
earliest of any of the following events:
(a) the expiration of the Initial Term or any Renewal Term during which there
occurs an Event ofNonappropriation pursuant to Section 4.1 and Article 6 of this Lease
(provided that the Lease Term will not be deemed to have been terminated if the Event of
Nonappropriation is cured as provided in Section 6.4 hereof);
(b) the occurrence of an Event of Nonappropriation under this Lease

(provided that the Lease Term will not be deemed to have been terminated if the Event of
Nonappropriation is cured as provided in Section 6.4 hereof);
(c) the conveyance of the Trustee's leasehold interest in the Leased Property
under this Lease to the Town upon payment of the Purchase Option Price or all Base
Rentals and Additional Rentals, for which an Appropriation has been effected by the
Town for such purpose, as provided in Section 12.2(a) or (b) of this Lease; or
(d) an uncured Event of Lease Default and termination of this Lease under
Article 14 of this Lease by the Trustee.
Except for an event described in subparagraph (c) above, upon termination of this Lease, the
Town agrees to peacefully deliver possession of the Leased Property to the Trustee.
Termination of the Lease Term shall terminate all unaccrued obligations of the Town
under this Lease, and shall terminate the Town's rights of possession under this Lease (except to
the extent of the holdover provisions of Sections 6.5 and 14.2(c)(i) hereof, and except for any
conveyance pursuant to Article 12 of this Lease). All obligations of the Town accrued prior to
such termination shall be continuing until the Trustee gives written notice to the Town that such
accrued obligations have been satisfied.
Upon termination of the Lease Term any moneys received by the Trustee in excess of the
amounts necessary to terminate and discharge the Indenture and this Lease, shall be paid to the
Town.
The Town shall not have the right to terminate this Lease due to a default by the Trustee
under this Lease.
17
ARTICLES
ENJOYMENT OF THE LEASED PROPERTY
Section 5.1 Trustee's Covenant of Quiet Enjoyment. The Trustee hereby covenants
that the Town shall, during the Lease Term, peaceably and quietly have, hold and enjoy the
Leased Property without suit, trouble or hindrance from the Trustee, except as expressly required
or permitted by this Lease. The Trustee shall not interfere with the quiet use and enjoyment of
the Leased Property by the Town during the Lease Term so long as no Event of Lease Default
shall have occurred. The Trustee shall, at the request of the Town and at the cost of the Town,
cooperate fully in any legal action in which the Town asserts against third parties its right to such
possession and enjoyment, or which involves the imposition of any taxes or other governmental
charges on or in connection with the Leased Property. In addition, the Town may at its own
expense join in any legal action affecting its possession and enjoyment of the Leased Property
and shall be joined in any action affecting its liabilities hereunder.
The provisions of this Article 5 shall be subject to the Trustee's right to inspect the
Leased Property and the Town's books and records with respect thereto as provided in Section
11.8 hereof.
Section 5.2 Town's Need for the Leased Property; Determinations as to Fair
Value and Fair Purchase Price. The Town has determined and hereby determines that it has a
current need for the Leased Property. It is the present intention and expectation of the Town that
this Lease will be renewed annually until the Trustee's interests in the Site Lease are released
and unencumbered title to the Leased Property is acquired by the Town pursuant to this Lease;
but this declaration shall not be construed as contractually obligating or otherwise binding the
Town. The Town has determined and hereby determines that the Base Rentals under this Lease
during the Lease Term for the Leased Property represent the fair value of the use of the Leased
Property and that the Purchase Option Price for the Leased Property will represent the fair
purchase price of the Trustee's leasehold interest in the Leased Property at the time of the
exercise of the option. The Town has determined and hereby determines that the Base Rentals
do not exceed a reasonable amount so as to place the Town under an economic compulsion to
renew this Lease or to exercise its option to purchase the Trustee's leasehold interest in the
Leased Property hereunder. In making such determinations, the Town has given consideration to
the estimated current value of the Leased Property, the uses and purposes for which the Leased
Property will be employed by the Town, the benefit to the citizens and inhabitants of the Town
by reason of the use and occupancy of the Leased Property pursuant to the terms and provisions
of this Lease, the Town's option to purchase the Trustee's leasehold interest in the Leased
Property and the expected eventual vesting of unencumbered title to the Leased Property in the
Town. The Town hereby determines and declares that the period during which the Town has an
option to purchase the Trustee's leasehold interest in the Leased Property (i.e., the entire
maximum Lease Term for the Leased Property) does not exceed the weighted average useful life
of the Leased Property.
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ARTICLE6
PAYMENTS BY THE TOWN
Section 6.1 Payments to Constitute Currently Budgeted Expenditures of the

Town. The Town and the Trustee acknowledge and agree that the Base Rentals, Additional
Rentals and any other obligations hereunder shall constitute currently budgeted expenditures of
the Town, if an Appropriation has been effected for such purpose. The Town's obligations to
pay Base Rentals, Additional Rentals and any other obligations under this Lease shall be from
year to year only (as further provided in Article 4 and Sections 6.2 and 6.4 hereof), shall extend
only to moneys for which an Appropriation has been effected by the Town, and shall not
constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the
then current Fiscal Year. No provision of this Lease shall be construed or interpreted as a
delegation of governmental powers or as creating a multiple fiscal year direct or indirect debt or
other financial obligation whatsoever of the Town or a general obligation or other indebtedness
of the Town within the meaning of any constitutional, Charter provision or statutory debt
limitation, including without limitation Article X, Section 20 of the Colorado constitution. No
provision of this Lease shall be construed or interpreted as creating an unlawful delegation of
governmental powers nor as a donation by or a lending of the credit of the Town within the
meaning of Sections 1 or 2 of Article XI of the Constitution of the State. Neither this Lease nor
the Certificates shall directly or indirectly obligate the Town to make any payments beyond those
for which an Appropriation has been effected by the Town for the Town's then current Fiscal
Year. The Town shall be under no obligation whatsoever to exercise its option to purchase the
Trustee's leasehold interest in the Leased Property. No provision of this Lease shall be
construed to pledge or to create a lien on any class or source of Town moneys, nor shall any
provision of this Lease restrict the future issuance of any Town bonds or obligations payable
from any class or source of Town moneys (provided, however, that certain restrictions in the
Indenture shall apply to the issuance of Additional Certificates).
Section 6.2 Base Rentals, Purchase Option Price and Additional Rentals.
(a) The Town shall pay Base Rentals for which an Appropriation has been
effected by the Town, directly to the Trustee during the Initial Term and any Renewal
Term, on the Base Rentals Payment Dates and in the "Total Base Rentals" amounts set
forth in Exhibit B (Base Rentals Schedule) attached hereto and made a part hereof. For
federal and State income tax purposes, a portion of each payment of Base Rentals for the
Certificates is designated and will be paid as interest, and Exhibit B (Base Rentals
Schedule) hereto sets forth the Interest Portion of each payment of Base Rentals for the
Certificates. The Town shall receive credit against its obligation to pay Base Rentals to
the extent moneys are held by the Trustee on deposit in the Base Rentals Fund created
under the Indenture and are available to pay Base Rentals. The Town acknowledges that
upon receipt by the Trustee of each payment of Base Rentals, the Trustee, pursuant to the
terms of the Indenture, is to deposit the amount of such Base Rentals in the Base Rentals
Fund.
The Base Rentals set forth in Exhibit B shall be recalculated in the event of the
execution and delivery of Additional Certificates as provided in the Indenture and shall
also be recalculated in the event of a partial redemption of the Certificates. The Trustee
19
may conclusively rely upon such revised Exhibit B (Base Rentals Schedule) and has no
duty to make an independent investigation in connection therewith.
(b) The Town may, on any date, pay the then applicable Purchase Option
Price for the purpose of terminating this Lease and the Site Lease in whole and
purchasing the Trustee's leasehold interest in the Leased Property as further provided in
Article 12 of this Lease. Subject to the Approval of Special Counsel, the Town may also,
at any time during the Lease Term, (1) prepay any portion of the Base Rentals due under
this Lease and (2) in connection with such prepayment, recalculate the Base Rentals set
forth in Exhibit B (Base Rentals Schedule). Any such revised Exhibit B (Base Rentals
Schedule) shall be prepared by the Town Representative and delivered to the Trustee.
The Trustee may conclusively rely upon such revised Exhibit B (Base Rentals Schedule)
and has no duty to make an independent investigation in connection therewith. The
Town shall give the Trustee notice of its intention to exercise either of such options not
less than forty-five (45) days in advance of the date of exercise and shall deposit with the
Trustee by not later than the Business Day preceding the date of exercise an amount
equal to the Purchase Option Price due on the date of exercise or the applicable amount
of Base Rentals to be prepaid. If the Town shall have given notice to the Trustee of its
intention to prepay Base Rentals but shall not have deposited the amounts with the
Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals
which have been specifically appropriated by the Council for such purpose as if no such
notice had been given. The Trustee may waive the right to receive forty-five (45) days
advance notice and may agree to a shorter notice period in the sole determination of the
Trustee.
(c) All Additional Rentals shall be paid by the Town on a timely basis directly
to the person or entity to which such Additional Rentals are owed. Additional Rentals
shall include, without limitation, the reasonable fees and expenses of the Trustee,
reasonable expenses of the Trustee in connection with the Leased Property and for the
cost of taxes, insurance premiums, utility charges, maintenance and repair costs and all
other expenses expressly required to be paid hereunder, and any other amounts due to the
insurer of any of the Certificates, and any Rebate Fund payments required pursuant to
this Lease and the Indenture. All of the payments required by this paragraph are subject
to Appropriation by the Town; provided, however, a failure by the Town to budget and
appropriate moneys for any of the payments required by this paragraph shall constitute an
Event ofNonappropriation.
If the Town's estimates of Additional Rentals for any Fiscal Year are not itemized in the
budget required to be furnished to the Trustee under Section 4.1 of this Lease, the Town shall
furnish an itemization of such estimated Additional Rentals to the Trustee on or before the 15th
day preceding such Fiscal Year.
Section 6.3 Manner of Payment. The Base Rentals, for which an Appropriation has
been effected by the Town, and, if paid, the Purchase Option Price, shall be paid or prepaid by
the Town to the Trustee at its corporate trust office by wire transfer of federal funds, certified
funds or other method of payment acceptable to the Trustee in lawful money of the United States
of America.
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An installment of Base Rentals or, if payable to the Trustee and due to Owner, Additional
Rentals shall be considered paid on the date it is due if the Trustee holds on the preceding
Business Day, by 10:00am Denver time, U.S. legal tender designated for and sufficient to pay
the amount due to Owners.
The obligation of the Town to pay the Base Rentals and Additional Rentals as required
under this Article 6 and other sections hereof in any Fiscal Year for which an Appropriation has
been effected by the Town for the payment thereof shall be absolute and unconditional and
payment of the Base Rentals and Additional Rentals in such Fiscal Years shall not be abated
through accident or unforeseen circumstances, or any default by the Trustee under this Lease, or
under any other agreement between the Town and the Trustee, or for any other reason including
without limitation, any acts or circumstances that may constitute failure of consideration,
destruction of or damage to the Leased Property, commercial frustration of purpose, or failure of
the Trustee, to perform and observe any agreement, whether expressed or implied, or any duty,
liability or obligation arising out of or connected with this Lease, it being the intention of the
parties that the payments required by this Lease will be paid in full when due without any delay
or diminution whatsoever, subject only to the annually renewable nature of the Town's
obligation hereunder as set forth in Section 6.1 hereof, and further subject to the Town's rights
under Section 10.3 hereof. Notwithstanding any dispute between the Town and the Trustee, the
Town shall, during the Lease Term, make all payments of Base Rentals and Additional Rentals
in such Fiscal Years and shall not withhold any Base Rentals or Additional Rentals, for which an
Appropriation has been effected by the Town, pending final resolution of such dispute (except to
the extent permitted by Sections 8.2 and 9.3 hereof with respect to certain Additional Rentals),
nor shall the Town assert any right of set-off or counterclaim against its obligation to make such
payments required hereunder. No action or inaction on the part of the Trustee shall affect the
Town's obligation to pay all Base Rentals and Additional Rentals, for which a specific
Appropriation has been effected by the Town for such purpose, in such Fiscal Years subject to
this Article (except to the extent provided by Sections 8.2 and 9.3 hereof with respect to certain
Additional Rentals).
Section 6.4 Nonappropriation. In the event that the Town gives notice that it intends
to not renew this Lease as provided by Section 4.1 hereof or the Town shall not effect an
Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals
and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as
provided in Section 4.1 hereof and this Article, or in the event that the Town is proceeding under
the provisions of Section 10.3(c) hereof (when applicable), an Event of Nonappropriation shall
be deemed to have occurred; subject, however, to each of the following provisions:
(a) In the event the Trustee does not receive the written notice provided for by
Section 4.1 hereof or evidence that an Appropriation has been effected by the Town on or
before December 31 of a Fiscal Year, then the Trustee shall declare an Event of
Nonappropriation on the first Business Day of the February following such Fiscal Year or
such declaration shall be made on any earlier date on which the Trustee receives official,
specific written notice from the Town that this Lease will not be renewed; provided that
the Trustee's failure to declare an Event of Nonappropriation on such date shall not be
construed as a waiver of the event of Nonappropriation or the consequences of an Event
21
ofNonappropriation under this Lease. In order to declare an Event ofNonappropriation,
the Trustee shall send written notice thereof to the Town.
(b) The Trustee shall waive any Event ofNonappropriation which is cured by
the Town, within 30 days of the receipt by the Town of notice from the Trustee as
provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and
sufficient amounts to pay reasonably estimated Additional Rentals coming due for such
Renewal Term.
(c) Pursuant to the terms of the Indenture, the Trustee may waive any Event
of Nonappropriation which is cured by the Town within a reasonable time with the
procedure described in (b) above.
In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall
become due which were not included in a duly effected Appropriation and moneys are not
specifically budgeted and appropriated or otherwise made available to pay such Additional
Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an
Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the
Town to such effect (subject to waiver by the Trustee as hereinbefore provided).
If an Event of Nonappropriation occurs, the Town shall not be obligated to make

payment of the Base Rentals or Additional Rentals or any other payments provided for herein
which accrue after the last day of the Initial Term or any Renewal Term during which such Event
of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1
and 14.3 hereof, the Town shall continue to be liable for Base Rentals and Additional Rentals
allocable to any period during which the Town shall continue to occupy, use or retain possession
of the Leased Property.
Subject to Section 6.5 hereof, the Town shall in all events vacate or surrender possession
of the Leased Property by March 1 of the Renewal Term in respect of which an Event of
Nonappropriation has occurred.
After March 1 of the Renewal Term in respect of which an Event of Nonappropriation

has occurred, the Trustee may proceed to exercise all or any Lease Remedies.
The Town acknowledges that, upon the occurrence of an Event of Nonappropriation

(a) the Trustee shall be entitled to all moneys then being held in all funds created under the
Indenture (except the Rebate Fund, and any defeasance escrow accounts which are established
with the written consent of the Trustee) to be used as described therein and (b) all property, funds
and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an
Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the
Indenture.
Section 6.5 Holdover Tenant. If the Town fails to vacate the Leased Property after
termination of this Lease, whether as a result of the occurrence of an Event ofNonappropriation
or an Event of Lease Default as provided in Section 14.2(a) hereof, with the written permission
of the Trustee it will be deemed to be a holdover tenant on a month-to-month basis, and will be
bound by all of the other terms, covenants and agreements of this Lease. Any holding over by
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the Town without the written permission of the Trustee shall be at sufferance. The amount of
rent to be paid monthly during any period when the Town is deemed to be a holdover tenant will
be equal to (a) one-sixth of the Interest Portion of the Base Rentals coming due on the next
succeeding Base Rentals Payment Date plus one-twelfth of the Principal Portion of the Base
Rentals coming due on the next succeeding Base Rentals Payment Date on which a Principal
Portion of the Base Rentals would have been payable with appropriate adjustments to ensure the
full payment of such amounts on the due dates thereof in the event termination occurs during a
Renewal Term plus (b) Additional Rentals as the same shall become due.
Section 6.6 Prohibition of Adverse Budget or Appropriation Modifications. To

the extent permitted by law, the Town shall not, during any Fiscal Year of the Lease Term, make
any budgetary transfers or other modifications to its then existing budget and appropriation
measures relating to the Leased Property or this Lease which would adversely affect the Town's
ability to meet its obligation to pay Base Rentals and duly budgeted and appropriated Additional
Rentals hereunder.
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ARTICLE 7
LEASING OF THE SITE; DESIGN, ACQUISITION, CONSTRUCTION
AND IMPROVEMENT OF THE PROJECT
Section 7.1 Leasing of the Site; Design, Acquisition, Construction and

Improvement of the Project. As further provided in Section 8.1 hereof, fee simple title to the
Site is held by the Town. Pursuant to the Site Lease, the Town leases the Site to the Trustee and
pursuant to this Lease, the Town leases the Leased Property back from the Trustee.
The Town hereby agrees that it will make all contracts, orders, receipts, writings and
instructions, including all Project Contracts, with any other persons, firms or corporations and in
general do all things that may be, in the Town's reasonable discretion, necessary, requisite or
proper for the acquisition, construction, installation and completion of the Project. The Town
agrees to comply with all applicable federal, State of Colorado and local law in connection with
the making of contracts for the Project. The administration of the Project is to comply with all
policies and procedures and all standard contractual and procedural documents required by the
Town, except that pursuant to Section 7.5 upon termination of this Lease due to the occurrence
of an Event of Nonappropriation or an Event of Lease Default, all Project Contracts shall be fully
and freely assignable to the Trustee. Notwithstanding anything to the contrary contained in this
Lease or the Indenture, all Project Documents shall be made and approved by the Town, acting
reasonably. The Town hereby further agrees:
(a) The Town shall cause the Project to be completed as herein provided; and
(b) The Town agrees to complete the Project with all reasonable dispatch, and
to use its best efforts to have all of the Project completed by the Completion Date or as
soon thereafter as may be practicable.
So long as this Lease is in full force and effect and no Event of Nonappropriation or
Event of Lease Default shall have occurred, the Town shall have full power to carry out the acts
and agreements provided in this Section, and such power shall not be terminated or restricted by
act of the Trustee, except as provided in this Section.
The Town agrees to implement and complete the Project pursuant to this Article 7,
through the application of moneys to be disbursed by the Trustee from the Construction Fund
(created under the Indenture) pursuant to the Indenture. If, for any reason, the Project is not
completed by the Completion Date, there shall be no resulting liability on the part of the Town or
the Trustee or an Event of Lease Default hereunder, and there shall be no diminution in or
postponement of the Base Rentals and Additional Rentals required to be paid by the Town and
for which an Appropriation has been effected by the Town during the Lease Term. However, in
the event that the Trustee does not receive a Certificate of Completion in respect of the Project,
as required in Section 7.3 of this Lease, by the Completion Date, and unless the Town opts to
complete the Project and submits a reasonable schedule of completion to the Trustee, the Trustee
shall, upon thirty (30) days written notice to the Town, be authorized, but not required, to
complete the remainder of the Project from any moneys remaining in the Construction Fund for
the Project.
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Section 7.2 Disbursements for Costs of the Project. So long as no Event of
Nonappropriation or Event of Lease Default has occurred, the Trustee shall disburse the moneys
in the Construction Fund created under the Indenture to pay the Costs of the Project. Such
disbursements from the Construction Fund shall be made upon receipt by the Trustee of a
Requisition signed by the Town Representative, in substantially the form set forth in Exhibit D
hereto, specifying in reasonable detail the nature of the obligation. The Trustee shall have no
duty to review or examine the accompanying bill, invoice or statement of account, but may
conclusively rely on the properly executed disbursement request.
If an Event of Nonappropriation or an Event of Lease Default shall occur after the

execution and delivery of this Lease, but prior to the Completion Date, any moneys held in funds
and accounts created under the Indenture (other than moneys on deposit in the Rebate Fund and
any defeasance escrow funds which are established with the written consent of the Trustee) may
be utilized by the Trustee to complete, repair or modify the Project, or may be disbursed for the
payment of Certificates executed and delivered pursuant to the Indenture or other charges as the
Trustee may deem appropriate in accordance with the standards concerning the Trustee
contained in the Indenture, subject to Section 11.5 hereof.
Under the Indenture, the Trustee is authorized and directed to issue its checks or drafts or
transmit wire payments for each disbursement to pay Costs of the Project provided for herein.
The Town hereby consents to such disbursements by the Trustee. The Trustee shall keep and
maintain adequate records pertaining to the Construction Fund established under the Indenture
and all disbursements therefrom in accordance with the Requisitions. After the Project has been
completed and the Certificate of Completion has been filed with the Trustee as provided in
Section 7 .3 of this Lease, and after any amounts remaining on deposit in the Construction Fund
have been applied in accordance with Section 7.3 hereof, the Trustee shall provide account
statements to the Town.
Section 7.3 Completion of Construction. Upon the substantial completion of the

Project, the Town Representative shall execute and deliver to the Trustee a Certificate of
Completion in substantially the form of Exhibit E hereto.
In the event that, after the delivery of the Certificate of Completion, there remains in the
Construction Fund created under the Indenture any unreserved balance, such balance shall be
used by the Trustee, as directed in writing by the Town, to:
(a) add to, modify or alter the Project or add new components thereto
provided that such addition, modification or alteration shall be consistent with, and shall
not violate the covenants contained in, the Tax Certificate or in Section 11.5 hereof, or
(b) direct the Trustee in writing to transfer the remaining balance to the Base
Rentals Fund created under the Indenture in amounts consistent with, and not in violation
of the covenants contained in, the Tax Certificate, for a credit against the Base Rentals as
the same shall become due, or
(c) effect a combination of the foregoing.
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Section 7.4 Title Insurance. The Trustee shall be provided with a leasehold title
insurance policy effective as of the date hereof insuring the Trustee's leasehold interest in the
Site pursuant to the Site Lease, subject only to Permitted Encumbrances, in an amount not less
than the aggregate principal amount of the Certificates or such lesser amount as shall be the
maximum insurable value of the Leased Property. Such policy, or a binding commitment
therefor, shall be provided to the Trustee by the Town concurrently with the issuance of each
series of Certificates.
Section 7.5 Project Contracts. The Town represents that, in the opinion of the Town,
based upon an examination of property, estimated design, construction, acquisition and
installation costs and the configuration of the Project, the Project can, to the best of the Town's
present knowledge, be constructed, acquired and installed for a total cost within the amount of
funds to be available in the Construction Fund created under the Indenture, including anticipated
investment income. In the event of cost overruns resulting in the Costs of the Project exceeding
the amount available in the Construction Fund created under the Indenture, all in connection with
the leasing of the Site and the implementation and completion of the Project, upon written
consent of the Trustee, either (a) the Town shall make such modifications to the plans and
specifications for the Project as will permit the Project to be provided from the amounts available
therefor under the Indenture or (b) upon the Approval of Special Counsel, the Town shall deposit
additional funds received from appropriations by the Town, or the Trustee may deposit
additional funds received from the proceeds of Additional Certificates in the Construction Fund
created under the Indenture, sufficient to complete the Project. If the Town pays any portion of
the Costs of the Project pursuant to this Section, it shall not be entitled to any reimbursement
therefor from the Trustee or any owner of Certificates, nor shall it be entitled to any diminution
in or postponement of the Base Rentals and the Additional Rentals payable under this Lease.
Upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the

Trustee as lessee of the Leased Property under the Site Lease, may complete the Project, utilizing
any moneys available therefor (except for any moneys on deposit in the Rebate Fund and any
defeasance escrow funds which are established with the written consent of the Trustee). All
Project Contracts shall provide that, upon a termination of the Lease Term by reason of the
occurrence of an Event of Nonappropriation or an Event of Lease Default or upon the Trustee's
assuming control over completion of the Project as provided in Section 7.1 of this Lease, and
upon written notice by the Trustee to the party or parties to the Project Contracts that any of such
events has occurred: (a) such contracts shall be fully and freely assignable to the Trustee,
without the consent of any other person and the Trustee may choose to assume or not assume
such contracts; and (b) if the Trustee does so assume such contracts, the other party or parties
thereto shall perform the agreements contained therein for the Trustee. All Project Contracts
shall also provide that, upon an Event of Nonappropriation or an Event of Lease Default and
upon written notice from the Trustee, the Trustee may, in its sole discretion, terminate some or
all of such Project Contracts; and the other party or parties thereto shall then be entitled to
payment only from amounts available therefor under the Indenture and only for work done prior
to such termination. Upon the occurrence of an Event ofNonappropriation or an Event of Lease
Default or upon the Trustee's assuming control over the implementation and completion of the
Project as provided in Section 7.1 hereof, and upon receipt of a written request from the Trustee,
the Town shall assign all of its right, title and interest in: and to any or all Project Contracts to the
Trustee and shall deliver all such Project Documents held by it to the Trustee.
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Section 7.6 Project Documents. The Town Representative shall furnish to the
Trustee (though the Trustee shall have no duty to review) copies of the Project Documents, as
soon after the commencement of the Lease Term as such Project Documents shall become
available to the Town and from time to time thereafter. Neither the Project Documents nor any
change or amendment thereto shall (a) cause the Project to be used for any purpose prohibited
hereby or by the constitution or laws of the State; (b) result in a material reduction in the value of
the Project (except as provided in Section 7.5 hereof); (c) adversely affect the ability of the Town
to meet its obligations hereunder; or (d) cause the Town to violate its tax covenant in Section
11.5 hereof.
Section 7.7 Defaults Under Project Contracts. In the event of any material default
by a design consultant or construction contractor under any of the Project Contracts, or in the
event of a material breach of warranty with respect to any materials, workmanship or
performance, the Town shall promptly proceed, either separately or in conjunction with others, to
pursue diligently its remedies against such design consultant or contractor and/or against each
surety of any bond securing the performance of such Project Contracts. The Net Proceeds of any
amounts recovered by way of damages, liquidated damages, refunds, adjustments, or otherwise
in connection with the foregoing, remaining after deduction of actual, reasonable and
documented expenses incurred in such recovery (including without limitation, attorneys' fees
and costs) shall be paid to the Trustee for deposit to the Construction Fund created under the
Indenture if prior to the Completion Date, or if after the Completion Date, to the Trustee for
deposit in a separate trust fund in accordance with Section 10.2 of this Lease.
Section 7.8 Performance and Payment Bonds. Each contractor entering into a
Project Contract for the construction of the Project shall be required to furnish a performance and
payment bond in a form acceptable to the Town, copies of which shall be provided to the
Trustee. Such bonds shall be made payable to the Town and the Trustee as co-obligees, subject
to the provisions of the Indenture, shall be executed by a corporate surety licensed to transact
business in the State and acceptable to the Town, and shall be in an amount equal to the contract
price for such contractor's Project Contract. If, at any time during the construction of the
Project, the surety on such bond shall be disqualified from doing business within the State, or
shall otherwise become incapable of performing its obligations under such bond, an alternate
surety acceptable to the Town shall be selected. In the event of any change order resulting in the
performance of additional work in connection with the Project, the amounts of such bonds
pertaining thereto shall be increased to include the cost of such additional work or materials or
fixtures to be incorporated in the Project.
Section 7.9 Professional Errors and Omissions Liability Insurance. The Town
shall require in its contracts with the design consultants for the Project that they obtain and
maintain professional liability insurance for damages for claims by reasons of any negligent act,
error or omission committed or alleged to have been committed by them or anyone for whom
they are liable, in an amount of not less than $2,000,000 per claim and $2,000,000 aggregate.
Professional liability insurance coverage may be structured to provide coverage on a "claims
made" basis; provided, however, the professional liability insurance coverage shall remain in
effect for the period set out in C.R.S. § 13-80-104. Deductibles for such insurance shall be paid
by the design consultants. The limits of this insurance shall not be reduced unless approved by
the Town and the Trustee in writing.
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Section 7.10 Contractor's Commercial General Liability Insurance. Each
contractor entering into a Project Contract for the construction of any portion of the Project shall
be required to procure and maintain Commercial General Liability Insurance during the duration
of such contractor's Project Contract in the amount of at least $2,000,000 each occurrence and
$4,000,000 general aggregate. The policies shall be applicable to all premises and operations.
Such policies shall include the Town and the Trustee as additional named insureds and shall
include a provision prohibiting cancellation or termination without thirty (30) days prior written
notice to the Town and the Trustee. A certificate of insurance in a form acceptable to the Town
shall be provided to the Town and the Trustee with respect to each contractor. Such insurance
shall provide protection from all claims for bodily injury, including death, property damage,
contractual liability and completed operations.
Section 7.11 Design Consultant's General Liability Insurance. Each design

consultant entering into a Project Contract for the design of any portion of the Project shall be
required to procure and maintain Commercial General Liability Insurance during the duration of
such design consultant's Project Contract in the amount of at least $1,000,000 each occurrence,
and $2,000,000 general aggregate. The policies shall be applicable to all premises and
operations. Such policies shall include the Town and the Trustee as additional named insureds
and shall include a provision prohibiting cancellation or termination without thirty (30) days
prior written notice to the Town and the Trustee. A certificate of insurance in a form acceptable
to the Town shall be provided to the Town and Trustee with respect to each design consultant.
Such insurance shall provide protection from all claims for bodily injury, including death,
property damage, contractual liability and completed operations.
Section 7.12 Contractor's Automobile Liability Insurance. Each contractor entering

into a Project Contract for the construction of any portion of the Project shall be required to
procure and maintain automobile liability insurance with minimum combined single limits for
bodily injury and property damage of not less than $1,000,000 for any one occurrence as well as
a $10,000,000 umbrella policy with respect to each of the contractor's owned, hired or non
owned vehicles assigned to or used in performance of its work.
Section 7.13 Builder's Risk Insurance. Each contractor entering into a Project
Contract for the construction of any portion of the Project shall be required to provide Builder's
Risk Insurance with minimum limits of $30,000,000. A certificate of insurance shall be
provided to the Trustee and the Town within seven Business Days of the effective date of the
policies. The policies shall be written on an "all risk" basis and shall name the Town and the
Trustee as insureds. The policies shall contain a waiver of subrogation by the issuer of such
policies with respect to the Town and the Trustee, and their respective officers, agents and
employees while acting within the scope of their employment.
Section 7.14 Design Consultant's and Contractor's Worker's Compensation

Insurance. Each design consultant and contractor entering into a Project Contract shall be
required to procure and maintain, at its own cost and expense, worker's compensation insurance
during the term of its Project Contract covering its employees working thereunder. Such
insurance, if issued by a private carrier, shall contain a provision that such coverage shall not be
canceled without thirty (30) days' prior written notice to the Town and the Trustee. A certificate
issued by the state compensation insurance fund evidencing such coverage shall be provided to
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the Town and the Trustee or, if such insurance is provided by a private carrier, a completed
certificate of insurance, in a form acceptable to the Town, shall be provided to the Town with
respect to each design consultant and contractor. Minimum limits of Worker's Compensation
Insurance shall be $500,000 each accident; $500,000 disease policy and $500,000 disease each
employee.
Section 7.15 Proceeds of Certain Insurance Policies and Performance Bonds. The
Net Proceeds of any performance or payment bond or insurance policy required by Sections 7.8
through 7.13 and any Net Proceeds received as a consequence of default under a Project Contract
as provided by Section 7.7 of this Lease, shall be deposited into the Construction Fund if
received prior to the Completion Date and, if received after the Completion Date, remitted to the
Trustee for deposit in a separate trust fund in accordance with Section 10.2 of this Lease.
29
ARTICLES
TITLE TO LEASED PROPERTY;
LIMITATIONS ON ENCUMBRANCES
Section 8.1 Title to the Leased Property. At all times during the Lease Term, title to
the Site will remain in the Town, subject to the Site Lease, this Lease, the Indenture and any
Permitted Encumbrances. Except personal property purchased by the Town at its own expense
pursuant to Section 9.2 of this Lease and personal property purchased by the Town, the Project,
and any and all additions and modifications to or replacements of any portion of the Project shall
be held in the name of the Trustee, subject to this Lease and Permitted Encumbrances, until
foreclosed on or conveyed as provided in Section 7.02 of the Indenture or Article 7 of this Lease,
or until the termination of the Site Lease, notwithstanding (i) the occurrence of an Event of
Nonappropriation as provided in Section 6.4 of this Lease or one or more Events of Default as
defined in Section 14.1 of this Lease; (ii) the occurrence of any event of damage, destruction,
condemnation or construction defect, breach of warranty or title defect, as provided in Article 10
of this Lease; (iii) termination of the right of the Town to direct the acquisition, construction and
equipping of the Project pursuant to the last sentence of Section 7.1 of this Lease; or (iv) the
violation by the Trustee (or by the Trustee as assignee of the Lessor pursuant to the Indenture) of
any provision of this Lease.
The Town shall have no right, title or interest in the Project, or any additions and
modifications to or replacements of any portion thereto, except as expressly set forth in this
Lease.
Section 8.2 No Encumbrance, Mortgage or Pledge of the Leased Property. Except

as may be permitted by this Lease, the Town shall not permit any mechanic's or other lien to be
established or remain against the Leased Property; provided that, if the Town shall first notify the
Trustee of the intention of the Town to do so, the Town may in good faith contest any
mechanic's or other lien filed or established against the Leased Property, and in such event may
permit the items so contested to remain undischarged and unsatisfied during the period of such
contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of
Counsel, by nonpayment of any such items the Trustee's leasehold interest in the Leased
Property will be materially endangered, or the Leased Property or any part thereof will be subject
to loss or forfeiture, in which event the Town shall promptly pay and cause to be satisfied and
discharged all such unpaid items (provided, however, that such payment shall not constitute a
waiver of the right to continue to contest such items). The Trustee will cooperate in any such
contest. Except as may be permitted by this Lease, the Town shall not directly or indirectly
create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim
on or with respect to the Leased Property, except Permitted Encumbrances. The Town shall
promptly, at its expense, take such action as may be necessary to duly discharge any such
mortgage, pledge, lien, charge, encumbrance or claim not excepted above.
30
ARTICLE9
MAINTENANCE; TAXES; INSURANCE
AND OTHER CHARGES
Section 9.1 Maintenance of the Leased Property by the Town. Subject to its right
to not appropriate and as otherwise provided in Section 9.3 hereof, the Town agrees that at all
times during the Lease Term, the Town will maintain, preserve and keep the Leased Property or
cause the Leased Property to be maintained, preserved and kept, in good repair, working order
and condition, and from time to time make or cause to be made all necessary and proper repairs,
including replacements, if necessary. The Trustee shall have no responsibility in any of these
matters or for the making of any additions, modifications or replacements to the Leased Property.
Section 9.2 Modification of the Leased Property; Installation of Furnishings and

Machinery of the Town. The Town shall have the privilege of making substitutions, additions,
modifications and improvements to the Leased Property, at its own cost and expense, as
appropriate and any such substitutions, additions, modifications and improvements to the Leased
Property shall be the property of the Town, subject to the Site Lease, this Lease and the
Indenture and shall be included under the terms of the Site Lease, this Lease and the Indenture;
provided, however, that such substitutions, additions, modifications and improvements shall not
in any way damage the Leased Property or cause the Leased Property to be used for purposes
other than lawful governmental functions of the Town (except to the extent of subleasing
permitted under Section 13.2 hereof) or cause the Town to violate its tax covenant in Section
11.5 hereof; and provided that the Leased Property, as improved or altered, upon completion of
such substitutions, additions, modifications and improvements, shall be of a value not less than
the value of the Leased Property immediately prior to such making of substitutions, additions,
modifications and improvements. The Town shall not demolish any portion of the improvements
without the prior written consent of the Trustee.
Any additions, modifications and improvements to the Leased Property that are made by
the Town shall be owned by the Trustee, subject to the terms of this Lease and the Indenture.
The Town may also, from time to time in its sole discretion and at its own expense,
install machinery, equipment and other tangible property in or on the Leased Property. All such
machinery, equipment and other tangible property shall remain the sole property of the Town in
which the Trustee shall have no interests; provided, however, that title to any such machinery,
equipment and other tangible property which becomes permanently affixed to the Leased
Property shall be included under the terms of the Site Lease, this Lease and the Indenture, in the
event that such Leased Property would be damaged or impaired by the removal of such
machinery, equipment or other tangible property.
The Town shall have the right to make substitutions to the Leased Property upon
compliance with the provisions set forth in Section 11.4 hereof.
Section 9.3 Taxes, Other Governmental Charges and Utility Charges. In the event
that the Leased Property shall, for any reason, be deemed subject to taxation, assessments or
charges lawfully made by any governmental body, the Town shall pay the amount of all such
taxes, assessments and governmental charges then due, as Additional Rentals. With respect to
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special assessments or other governmental charges which may be lawfully paid in installments
over a period of years, the Town shall be obligated to provide for Additional Rentals only for
such installments as are required to be paid during the upcoming Fiscal Year. Except for
Permitted Encumbrances, the Town shall not allow any liens for taxes, assessments or
governmental charges to exist with respect to the Leased Property (including, without limitation,
any taxes levied upon the Leased Property which, if not paid, will become a charge on the rentals
and receipts from the Leased Property, or any interest therein, including the leasehold interests of
the Trustee), or the rentals and revenues derived therefrom or hereunder. The Town shall also
pay as Additional Rentals, as the same respectively become due, all utility and other charges and
fees and other expenses incurred in the operation, maintenance and upkeep of the Leased
Property.
The Town may, at its expense, in good faith contest any such taxes, assessments, utility
and other charges and, in the event of any such contest, may permit the taxes, assessments, utility
or other charges so contested to remain unpaid during the period of such contest and any appeal
therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by
nonpayment of any such items the value of the Leased Property will be materially endangered or
the Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability,
in which event such taxes, assessments, utility or other charges shall be paid forthwith (provided,
however, that such payment shall not constitute a waiver of the right to continue to contest such
taxes, assessments, utility or other charges).
Section 9.4 Provisions for Liability and Property Insurance. Upon completion of
the Project, the Town shall, at its own expense, cause casualty and property insurance to be
carried and maintained with respect to the Leased Property in an amount equal to the estimated
replacement cost of the Leased Property. Such insurance policy or policies may have a
deductible clause in an amount deemed reasonable by the Council. The Town may, in its
discretion, insure the Leased Property under blanket insurance policies which insure not only the
Leased Property, but other buildings as well, as long as such blanket insurance policies comply
with the requirements hereof. If the Town shall insure against similar risks by self-insurance, the
Town may, at its election provide for casualty and property damage insurance with respect to the
Leased Property, partially or wholly by means of a self-insurance fund. If the Town shall elect
to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the
adequacy of the Town's reserves. The Trustee shall be named additional insured and loss payee
on any casualty and property insurance.
Upon completion of the Project, the Town shall, at its own expense, cause public liability
insurance to be carried and maintained with respect to the activities to be undertaken by and on
behalf of the Town in connection with the use of the Leased Property, in an amount not less than
the limitations provided in the Colorado Governmental Immunity Act (Article 10, Title 24,
C.R.S., as heretofore or hereafter amended). Such insurance may contain deductibles and
exclusions deemed reasonable by the Council. The public liability insurance required by this
Section may be by blanket insurance policy or policies. If the Town shall insure against similar
risks by self-insurance, the Town, at its election may provide for public liability insurance with
respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the
Town shall elect to self-insure, the Town Representative shall annually furnish to the Trustee a
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certification of the adequacy of the Town's reserves. The Trustee shall be named as additional
insured and loss payee on any public liability insurance.
Any casualty and property damage insurance policy required by this Section shall be so
written or endorsed as to make payments under such insurance policy payable to the Town and
the Trustee. Each insurance policy provided for in this Section shall contain a provision to the
effect that the insurance company shall not cancel the policy without first giving written notice
thereof to the Town at least 30 days in advance of such cancellation. All insurance policies
issued pursuant to this Section, or certificates evidencing such policies, shall be deposited with
the Trustee. No agent or employee of the Town shall have the power to adjust or settle any loss
with respect to the Leased Property in excess of $25,000, whether or not covered by insurance,
without the prior written consent of the Trustee.
Upon completion of the Project, the Town shall provide the Trustee with evidence that
the insurance required pursuant to this Section is in effect. A certification by the Town
Representative that such insurance is in effect shall be sufficient evidence of insurance. A
certificate of insurance from the Town or the Town's insurance agent will also be acceptable
evidence of insurance. On or about October 1 in each year the Town shall provide annual
certification that the insurance required pursuant to this Section is in effect.
Section 9.5 Advances. If the Town fails to pay any Additional Rentals during the
Lease Term as such Additional Rentals become due, the Trustee may (but shall not be obligated
to) pay such Additional Rentals and the Town agrees to reimburse the Trustee to the extent
permitted by law and subject to Appropriation as provided under Article 6 hereof.
Section 9.6 Granting of Easements. As long as no Event of Nonappropriation or

Event of Lease Default shall have happened and be continuing, the Trustee, shall upon the
request of the Town, (a) grant or enter into easements, permits, licenses, party wall and other
agreements, rights-of-way (including the dedication of public roads) and other rights or
privileges in the nature of easements, permits, licenses, party wall and other agreements and
rights of way with respect to any property or rights included in this Lease (whether such rights
are in the nature of surface rights, sub-surface rights or air space rights), free from this Lease and
any security interest or other encumbrance created hereunder or thereunder; (b) release existing
easements, permits, licenses, party wall and other agreements, rights-of-way, and other rights
and privileges with respect to such property or rights, with or without consideration; and
(c) execute and deliver any instrument necessary or appropriate to grant, enter into or release any
such easement, permit, license, party wall or other agreement, right-of-way or other grant or
privilege upon receipt of: (i) a copy of the instrument of grant, agreement or release and (ii) a
written application signed by the Town Representative requesting such grant, agreement or
release and stating that such grant, agreement or release will not materially impair the effective
use or materially interfere with the operation of the Leased Property, and will not materially
adversely affect the security intended to be given by or under the Indenture, the Site Lease or this
Lease.
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ARTICLE 10
DAMAGE, DESTRUCTION AND CONDEMNATION;
USE OF NET PROCEEDS
Section 10.1 Damage, Destruction and Condemnation. If, during the Lease Term,
(a) the Leased Property shall be destroyed (in whole or in part), or damaged
by fire, contamination, or other casualty; or
(b) title to, or the temporary or permanent use of, the Leased Property or the
estate of the Town or the Trustee in the Leased Property is taken under the exercise of the
power of eminent domain by any governmental body or by any person, firm or entity
acting under governmental authority; or
(c) a breach of warranty or a material defect in the construction, manufacture

or design of the Leased Property becomes apparent; or
(d) title to or the use of all or a portion of the Leased Property is lost by
reason of a defect in title thereto,
then, the Town shall be obligated to continue to pay Base Rentals and Additional Rentals
(subject to Article 6 hereof).
Section 10.2 Obligation to Repair and Replace the Leased Property. The Town and
the Trustee, to the extent Net Proceeds are within their respective control, shall cause such Net
Proceeds of any insurance policies, performance bonds or condemnation awards received prior to
the Completion Date to be deposited to the Construction Fund and after the Completion Date in a
separate trust fund. All Net Proceeds so deposited shall be applied to the prompt repair,
restoration, remediation, modification, improvement or replacement of the Leased Property by
the Town, upon receipt of requisitions by the Trustee signed by the Town Representative stating
with respect to each payment to be made:
(a) the requisition number;
(b) the name and address of the person, firm or entity to whom payment is
due;
(c) the amount to be paid;
(d) that each obligation mentioned therein has been properly incurred, is a
proper charge against the separate trust fund and has not been the basis of any previous
withdrawal and specifying in reasonable detail the nature of the obligation, accompanied
by a bill or a statement of account for such obligation; and
(e) lien releases for prior requisitions if requested by Trustee.
The Trustee shall have no duty to review or examine the accompanying bill, invoice or
statement of account, but may conclusively rely on the properly executed disbursement request.
The Town and the Trustee shall agree to cooperate and use their best reasonable efforts subject to
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the terms of the Indenture to enforce claims which may arise in connection with material defects
in the construction, manufacture or design of the Leased Property or otherwise. If there is a
balance of any Net Proceeds allocable to the Leased Property remaining after such repair,
restoration, modification, improvement or replacement has been completed, this balance shall be
used by the Town, to:
(a) add to, modify or alter the Leased Property or add new components
thereto, or
(b) prepay the Base Rentals with a corresponding adjustment in the amount of
Base Rentals payable under Exhibit B (Base Rentals Schedule) to this Lease, or
(c) accomplish a combination of (a) and (b).
Any repair, restoration, remediation, modification, improvement or replacement of the

Leased Property paid for in whole or in part out of Net Proceeds allocable to the Leased Property
shall be the property of the Town, subject to the Site Lease, this Lease and the Indenture and
shall be included as part of the Leased Property under this Lease.
Section 10.3 Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts
withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in
full the cost of any repair, restoration, remediation, modification, improvement or replacement of
the Leased Property required under Section 10.2 of this Lease, the Town may elect to:
(a) complete the work or replace such Leased Property (or portion thereof)
with similar property of a value equal to or in excess of such portion of the Leased
Property and pay as Additional Rentals, to the extent amounts for Additional Rentals
which have been specifically appropriated by the Town are available for payment of such
cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased
Property, and the Town agrees that, if by reason of any such insufficiency of the Net
Proceeds allocable to the Leased Property, the Town shall make any payments pursuant
to the provisions of this paragraph, the Town shall not be entitled to any reimbursement
therefor from the Trustee, nor shall the Town be entitled to any diminution of the Base
Rentals and Additional Rentals, for which a specific Appropriation has been effected by
the Town for such purpose, payable under Article 6 of this Lease; or
(b) apply the Net Proceeds allocable to the Leased Property to the payment of
the Purchase Option Price in accordance with Article 12 of this Lease, or an appropriate
portion thereof. In the event of an insufficiency of the Net Proceeds for such purpose, the
Town shall, subject to the limitations of Section 6.1 hereof, pay such amounts as may be
necessary to equal that portion of the Purchase Option Price which is attributable to the
Leased Property for which Net Proceeds have been received (as certified to the Trustee
by the Town); and in the event the Net Proceeds shall exceed such portion of the
Purchase Option Price, such excess shall be used as directed by the Town in the same
manner as set forth in Section 10.2 hereof; or
(c) if the Town does not timely budget and appropriate sufficient funds to
proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to
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have occurred and, subject to the Town's right to cure, the Trustee may pursue remedies
available to it following an Event of Nonappropriation.
The above referenced election shall be made by the Town within 90 days of the
occurrence of an event specified in Section 10.1 of this Lease. It is hereby declared to be the
Town's present intention that, if an event described in Section 10.1 hereof should occur and if
the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration, modification,
improvement or replacement of the Leased Property, the Town would use its best efforts to
proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the
Town must operate within budgetary and other economic constraints applicable to it at the time,
which cannot be predicted with certainty; and accordingly the foregoing declaration shall not be
construed to contractually obligate or otherwise bind the Town.
Section 10.4 Cooperation of the Trustee. The Trustee shall cooperate fully with the
Town in filing any proof of loss with respect to any insurance policy or performance bond
covering the events described in Section 10.1 of this Lease and in the prosecution or defense of
any prospective or pending condemnation proceeding with respect to the Leased Property and
the enforcement of all warranties relating to the Leased Property. So long as no Event of Lease
Default or Event of Nonappropriation has occurred and is then existing, the Trustee shall not
voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance
claim performance or payment bond claim, prospective or pending condemnation proceeding
with respect to the Leased Property without the written consent of the Town.
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ARTICLE 11
DISCLAIMER OF WARRANTIES; OTHER COVENANTS
Section 11.1 Disclaimer of Warranties. THE TRUSTEE HAS NOT MADE AND
WILL NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED
PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO
THE LEASED PROPERTY. THE TOWN HEREBY ACKNOWLEDGES AND DECLARES
THAT THE TOWN IS SOLELY RESPONSIBLE FOR THE CONDITION, MAINTENANCE,
REPAIR AND OPERATION OF THE LEASED PROPERTY, AND THAT THE TRUSTEE
HAS NO RESPONSIBILITY THEREFOR. For the purpose of enabling the Town to discharge
such responsibility, the Trustee constitutes and appoints the Town as its attorney in fact for the
purpose of asserting and enforcing, at the sole cost and expense of the Town, all manufacturer's
and contractor's warranties and guaranties, express or implied, with respect to the Leased
Property, as well as any claims or rights the Trustee may have in respect of the Leased Property
against any manufacturer, supplier, contractor or other person. The Trustee shall not be liable for
any direct or indirect, incidental, special, punitive or consequential damage in connection with or
arising out of this Lease, the Leased Property, or the existence, furnishing, functioning or use by
the Town of any item, product or service provided for herein except that nothing shall relieve the
Trustee's liability for any claims, damages, liability or court awards, including costs, expenses
and attorney fees, relating to or arising from the Trustee's actions or omissions that result from
the negligence, bad faith or willful misconduct of the Trustee or its employees.
Section 11.2 Further Assurances and Corrective Instruments. The Trustee and the
Town agree that they will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such amendments hereof or supplements hereto and such
further instruments as may reasonably be required for correcting any inadequate or incorrect
description of the Leased Property.
Section 11.3 Compliance with Requirements. During the Lease Term, the Town and
the Trustee shall observe and comply promptly to the extent possible with all current and future
orders of all courts having jurisdiction over the Leased Property and/or all administrative orders
issued by a governmental agency having jurisdiction over the Leased Property, provided that the
Town and the Trustee may contest or appeal such orders so long as they are in compliance with
such orders during the contest or appeal period, and all current and future requirements of all
insurance companies writing policies covering the Leased Property.
Section 11.4 Release and Substitution of Leased Property. So long as no Event of

Lease Default or Event of Nonappropriation shall have occurred and be continuing, the Town
shall prepare and the Trustee shall release all or any portion of the Leased Property, and shall
execute all documents necessary or appropriate to reconvey or release such portion of the Leased
Property to the Town, free of all restrictions and encumbrances imposed or created by the Site
Lease, this Lease or the Indenture, upon receipt by the Trustee of the following: (a) a written
request of the Town Representative for such release, describing the portion of the Leased
Property to be released; (b) a certificate of the Town Representative certifying (i) the fair market
value of the portion of the Leased Property to be released and of any real property to be
37
substituted for the portion of the Leased Property to be released; (ii) that the disposition of the
portion of the Leased Property to be released and the substitution therefor of the real property to
be substituted for the portion of the Leased Property to be released (if any) will not materially
adversely affect the ability of the Town to operate the Leased Property or to fulfill its obligations
under this Lease; (iii) that any real property to be substituted for a portion of the Leased Property
to be released is necessary or useful to the operation of the Leased Property; and (iv) that the fair
market value of any real property to be substituted for the portion of the Leased Property to be
released, together with cash to be paid by the Town to the Trustee, if any, is at least equal to the
fair market value of the portion of the Leased Property to be released; (c) appraisals of the fair
market value of the portion of the Leased Property to be released and any real property to be
substituted for the portion of the Leased Property to be released, respectively, by a member of
the American Institute of Real Estate Appraisers (MAI); and (d) supplements and amendments to
the Site Lease, this Lease and the Indenture and any other documents necessary to effect the
substitution for any portion of the Leased Property to be released. The Town agrees that any
cash paid to the Trustee pursuant to the provisions of this Section shall be used to redeem or
defease Outstanding Certificates.
Section 11.5 Tax Covenants. The Town acknowledges that the moneys in all funds
and accounts expected to be created under the Indenture are to be invested or deposited by the
Trustee, at the written direction of the Town.
The Town covenants for the benefit of the Owners of the Certificates that it will not take
any action or omit to take any action with respect to the Certificates, the proceeds thereof, any
other funds of the Town or any facilities financed or refinanced with the proceeds of the
Certificates (except for the possible exercise of the Town's right to terminate this Lease as
provided herein) if such action or omission (i) would cause the interest on the Certificates to lose
its exclusion from gross income for federal income tax purposes under Section 103 of the Tax
Code, or (ii) would cause interest on the Certificates to lose its exclusion from alternative
minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause
interest on the Certificates to lose its exclusion from Colorado taxable income or to lose its
exclusion from Colorado alternative minimum taxable income under present Colorado law.
Subject to the Town's right to terminate this Lease as provided herein, the foregoing covenant
shall remain in full force and effect, notwithstanding the payment in full or defeasance of the
Certificates, until the date on which all obligations of the Town in fulfilling the above covenant
under the Tax Code and Colorado law have been met.
In addition, the Town covenants that its direction of investments pursuant to Article 5 of
the Indenture shall be in compliance with the procedures established by the Tax Certificate to the
extent required to comply with its covenants contained in the foregoing provisions of this
Section. The Town hereby agrees that, to the extent necessary, it will, during the Lease Term,
pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to
the United States Treasury as rebate payments. Any such payment shall be accompanied by
directions to the Trustee to pay such amounts to the United States Treasury. Any payment of
Town moneys pursuant to the foregoing sentence shall be Additional Rentals for all purposes of
this Lease.
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The Town is to execute the Tax Certificate in connection with the execution and delivery
of this Lease, which Tax Certificate shall provide further details in respect of the Town's tax
covenants herein.
Section 11.6 Undertaking to Provide Ongoing Disclosure. The Town covenants for
the benefit of the Owners of the Certificates to comply with the terms of the Continuing
Disclosure Certificate, provided that a failure of the Town to do so shall not constitute an Event
of Lease Default. The Trustee shall have no power or duty to enforce this Section. Unless
otherwise required by law, no Certificate owner shall be entitled to damages for the Town's non
compliance with its obligations under this Section; however, the Certificate Owners may enforce
specific performance of the obligations contained in this Section by any judicial proceedings
available.
Section 11.7 Exculpation; Covenant to Reimburse Legal Expenses. To the extent

permitted by law, the Town shall defend and hold harmless the Trustee against claims arising
from the alleged negligent acts or omissions of the Town's public employees, which occurred or
are alleged to have occurred during the performance of their duties and within the scope of their
employment, unless such acts or omissions are, or are alleged to be, willful and wanton. Such
claims shall be subject to the limitations of the Colorado Governmental Immunity Act, C.R.S.
24-10-101 to 24-10-120. The Town shall include as Additional Rentals, the reimbursement of
reasonable and necessary fees and expenses incurred by the Trustee to defend the Trustee from
and against all claims, by or on behalf of any person, firm, corporation or other legal entity
arising from the conduct or management of the Leased Property or from any work or thing done
on the Leased Property during the Lease Term requested by the Town, or from any condition of
the Leased Property caused by the Town. This duty to reimburse the Trustee's legal expenses is
not an indemnification and it is expressly understood that the Town is not indemnifying the
Trustee and, as previously stated, is limited to Net Proceeds and moneys, if any, in excess of
such Net Proceeds, for which an Appropriation has been effected.
Section 11.8 Access to the Leased Property; Rights to Inspect Books. The Town
agrees that the Trustee shall have the right at all reasonable times to examine and inspect the
Leased Property (subject to such reasonable regulations as may be imposed by the Town for
security purposes) and all of the Town's books and records with respect thereto, but the Trustee
has no duty to inspect the Leased Property books or records. The Town further agrees that the
Trustee shall have such rights of access to the Leased Property as may be reasonably necessary
to cause the proper maintenance of the Leased Property in the event of failure by the Town to
perform its obligations under this Lease. The Indenture allows the Town to have the right at all
reasonable times to examine and inspect all of the Trustee's books and records with respect to
the Leased Property and all funds and accounts held under the Indenture, until six years
following the discharge of the Indenture.
The Town and its representatives shall have the right to examine and inspect the books
and records of the Trustee relating to the Leased Property at all reasonable times from the date of
this Lease and until three years after the termination date of this Lease.
Section 11.9 Environmental Matters.I f the Trustee has reason to believe of the existence
of contamination on the Leased Property or other environmental hazards on the Leased Property, the
39
Trustee has the right to take no further action and, in such event no fiduciary duty exists which imposes
any obligation for further action with respect to the Leased Property or any portion thereof if the Trustee,
in its individual capacity, determines that any such action would materially and adversely subject the
Trustee to environmental or other liability for which the Trustee has not been adequately indemnified.
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ARTICLE 12
PURCHASE OPTION
Section 12.1 Purchase Option. The Town shall have the option to purchase the
Trustee's leasehold interest in the Leased Property, but only if an Event of Lease Default or an
Event ofNonappropriation has not occurred and is then continuing. The Town may exercise its
option on any date by complying with one of the conditions set forth in Section 12.2.
The Town shall give the Trustee notice of its intention to exercise its option not less than
forty-five (45) days in advance of the date of exercise and shall deposit the required moneys with
the Trustee on or before the date selected to pay the Purchase Option Price. The Trustee may
waive such notice or may agree to a shorter notice period in the sole determination of the
Trustee.
If the Town shall have given notice to the Trustee of its intention to purchase the
Trustee's leasehold interest in the Leased Property or prepay Base Rentals, but shall not have
deposited the amounts with the Trustee on the date specified in such notice, the Town shall
continue to pay Base Rentals, which have been specifically appropriated by the Town for such
purpose, as if no such notice had been given.
Section 12.2 Conditions for Purchase Option. The Trustee shall transfer and release
the Trustee's leasehold interests in the Leased Property to the Town in the manner provided for
in Section 12.3 of this Lease; provided, however, that prior to such transfer and release, either:
(a) the Town shall have paid the then applicable Purchase Option Price which
shall equal the sum of the amount necessary to defease and discharge the Indenture as
provided therein (i.e., provision for payment of all principal and interest portions of any
and all Certificates which may have been executed and delivered pursuant to the
Indenture shall have been made in accordance with the terms of the Indenture) plus any
fees and expenses then owing to the Trustee; or
(b) the Town shall have paid all Base Rentals set forth in Exhibit B (Base
Rentals Schedule) hereto, for the entire maximum Lease Term, and all then current
Additional Rentals required to be paid hereunder.
At the Town's option, amounts then on deposit in any fund held under the Indenture
(except the Rebate Fund and excluding any defeasance escrow funds which are established with
the written consent of the Trustee) may be credited toward the Purchase Option Price.
Section 12.3 Manner of Conveyance. At the closing of the purchase or other

conveyance of all of the Trustee's leasehold interest in the Leased Property pursuant to Section
12.2 of this Lease, the Trustee shall release and terminate the Site Lease, this Lease and the
Indenture and execute and deliver to the Town any necessary documents releasing, assigning,
transferring and conveying the Trustee's leasehold interest in the Leased Property (in the same
manner by which Trustee took title), as they then exist, subject only to the following:
(a) Permitted Encumbrances, other than the Site Lease, this Lease and the
Indenture;
41
(b) all liens, encumbrances and restrictions created or suffered to exist by the
Trustee as required or permitted by the Site Lease, this Lease or the Indenture or arising
as a result of any action taken or omitted to be taken by the Trustee as required or
permitted by the Site Lease, this Lease or the Indenture;
(c) any lien or encumbrance created or suffered to exist by action of the

Town; and
(d) those liens and encumbrances (if any) to which title to the Leased Property
was subject when leased to the Trustee.
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ARTICLE 13
ASSIGNMENT AND SUBLEASING
Section 13.1 Assignment by the Trustee; Replacement of the Trustee. Except as

otherwise provided in this Lease and the Indenture, this Lease may not be assigned by the
Trustee for any reason other than to a successor by operation of law or to a successor trustee
under the Indenture or with the prior written consent of the Town which consent shall not be
unreasonably withheld. The Trustee will notify the Town of any assignment to a successor by
operation oflaw.
If an Event of Lease Default or Event of Nonappropriation has occurred and is

continuing, the Trustee may act as herein provided, including exercising the remedies set forth in
Section 14.2, without the prior written direction ofthe Town.
Section 13.2 Assignment and Subleasing by the Town. This Lease may not be
assigned by the Town for any reason other than to a successor by operation oflaw. However, the
Leased Property may be subleased, as a whole or in part, by the Town, without the necessity of
obtaining the consent of the Trustee or any owner of the Certificates subject to each of the
following conditions:
(a) The Leased Property may be subleased, in whole or in part, only to an

agency or department of, or a political subdivision of, the State, or to another entity or
entities with Approval of Special Counsel, or to persons who will occupy a portion ofthe
Leased Property as their residence;
(b) The Town shall furnish or cause to be furnished to the Trustee a copy of
any sublease agreement;
(c) Except for subleases to persons who will occupy a portion of the Leased
Property as their residence, any sublease ofthe Leased Property shall provide that it shall
automatically terminate upon a termination ofthis Lease;
(d) This Lease, and the obligations of the Town hereunder, shall, at all times
during the Lease Term remain obligations of the Town, and the Town shall maintain its
direct relationships with the Trustee, notwithstanding any sublease; and
(e) No sublease by the Town shall cause the Leased Property to be used for
any purpose which would cause the Town to violate its tax covenant in Section 11.5
hereof.
All subleases shall provide that, upon a termination of the Lease Term by reason of the
occurrence of an Event of Nonappropriation or an Event of Lease Default, and upon written
notice by the Trustee to the party or parties to the subleases that any of such events has occurred
such contracts shall be fully and freely assignable to the Trustee, without the consent of any
other. Upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, and
upon receipt of a written request from the Trustee, the Town shall cooperate with the Trustee to
effectuate the assignment ofall ofits right, title and interest in and to all subleases to the Trustee.
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ARTICLE 14
EVENTS OF LEASE DEFAULT AND REMEDIES
Section 14.1 Events of Lease Default Defined. Any one of the following shall be
Events of Lease Default under this Lease:
(a) failure by the Town to pay any Base Rentals or Additional Rentals, which
have been specifically appropriated by the Town for such purpose, during the Initial
Term or any Renewal Term, within five (5) Business Days of the date on which they are
due;or
(b) subject to the provisions of Section 6.5 hereof, failure by the Town to
vacate or surrender possession of the Leased Property by March 1 of any Renewal Term
in respect of which an Event ofNonappropriation has occurred;or
(c) failure by the Town to observe and perform any covenant, condition or
agreement on its part to be observed or performed hereunder, other than as referred to in
(a) or (b), (and other than a failure to comply with Section 11.6 hereof) for a period of 30
days after written notice, specifying such failure and requesting that it be remedied shall
be received by the Town from the Trustee, unless the Trustee shall agree in writing to an
extension of such time prior to its expiration; provided that if the failure stated in the
notice cannot be corrected within the applicable period, the Trustee shall not withhold its
consent to an extension of such time if corrective action can be instituted by the Town
within the applicable period and diligently pursued until the default is corrected;or
(d) failure by the Town to comply with the terms of the Site Lease.
The foregoing provisions of this Section 14.1 are subject to the following limitations:
(i) the Town shall be obligated to pay the Base Rentals and Additional
Rentals, which have been specifically appropriated by the Town for such purpose,
only during the then current Lease Term, except as otherwise expressly provided
in this Lease;and
(ii) if, by reason of Force Majeure, the Town or the Trustee shall be
unable in whole or in part to carry out any agreement on their respective parts
herein contained other than the Town's agreement to pay the Base Rentals and
Additional Rentals due hereunder, the Town or the Trustee shall not be deemed in
default during the continuance of such inability. The Town and the Trustee each
agree, however, to remedy, as promptly as legally and reasonably possible, the
cause or causes preventing the Town or the Trustee from carrying out their
respective agreements; provided that the settlement of strikes, lockouts and other
industrial disturbances shall be entirely within the discretion of the Town.
Section 14.2 Remedies on Default. Whenever any Event of Lease Default shall have
happened and be continuing beyond any applicable cure period, the Trustee may, or shall at the
request of the owners of a majority in aggregate principal amount of the Certificates then
Outstanding and upon indemnification as to costs and expenses as provided in the Indenture,
44
without any further demand or notice, take one or any combination of the following remedial
steps:
(a) terminate the Lease Term and give notice to the Town to vacate and
surrender possession of the Leased Property, which vacation and surrender the Town
agrees to complete within sixty (60) days from the date of such notice; provided, in the
event the Town does not vacate and surrender possession on the termination date, the
provisions of Section 6.5 hereof shall apply;
(b) lease or sublease the Leased Property or sell or assign any interest the
Trustee has in the Leased Property, including the Trustee's leasehold interest in the
Leased Property;
(c) recover from the Town:
(i) the portion of Base Rentals and Additional Rentals, for which a
specific Appropriation has been effected by the Town for such purpose, which
would otherwise have been payable hereunder, during any period in which the
Town continues to occupy, use or possess the Leased Property; and
(ii) Base Rentals and Additional Rentals, for which a specific

Appropriation has been effected by the Town for such purpose, which would
otherwise have been payable by the Town hereunder during the remainder, after
the Town vacates and surrenders possession of the Leased Property, of the Fiscal
Year in which such Event of Lease Default occurs; or
(d) take whatever action at law or in equity may appear necessary or desirable
to enforce its rights in and to the Leased Property under the Site Lease, this Lease and the
Indenture.
Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to

recover from the Town the amounts set forth in Section 14.2(c)(i) hereof if the Town continues
to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of
Nonappropriation occurs.
The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any
funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow
accounts).
Section 14.3 Limitations on Remedies. The remedies in connection with an Event of

Lease Default shall be limited as set forth in this Section. A judgment requiring a payment of
money may be entered against the Town by reason of an Event of Lease Default only as to the
Town's liabilities described in paragraph (c) of Section 14.2 hereof. A judgment requiring a
payment of money may be entered against the Town by reason of an Event of Nonappropriation
only to the extent that the Town fails to vacate and surrender possession of the Leased Property
as required by Section 6.4 of this Lease, and only as to the liabilities described in paragraph (c)(i)
of Section 14.2 hereof. The remedy described in paragraph (c)(ii) of Section 14.2 of this Lease is
not available for an Event of Lease Default consisting of failure by the Town to vacate and
45
surrender possession of the Leased Property by March 1 following an Event of
Nonappropriation.
Section 14.4 No Remedy Exclusive. Subject to Section 14.3 hereof, no remedy herein
conferred upon or reserved to the Trustee, is intended to be exclusive, and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time and as often as
may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved in this
Article 14, it shall not be necessary to give any notice, other than such notice as may be required
in this Article 14.
Section 14.5 Waivers. The Trustee may waive any Event of Lease Default under this
Lease and its consequences. In the event that any agreement contained herein should be
breached by either party and thereafter waived by the other party, such waiver shall be limited to
the particular breach so waived and shall not be deemed to waive any other breach hereunder.
Payment of Base Rentals or Additional Rentals by the Town shall not constitute a waiver of any
breach or default by the Trustee hereunder.
Section 14.6 Agreement to Pay Attorneys' Fees and Expenses. In the event that
either party hereto shall default under any of the provisions hereof and the nondefaulting party
shall employ attorneys or incur other expenses for the collection of Base Rentals or Additional
Rentals, or the enforcement ofperformance or observance of any obligation or agreement on the
part of the defaulting party herein contained, the defaulting party agrees that it shall on demand
therefor pay to the nondefaulting party, to the extent permitted by law, the reasonable fees of
such attorneys and such other reasonable expenses so incurred by the nondefaulting party.
Notwithstanding the foregoing, any such fees and expenses owed by the Town hereunder shall
constitute Additional Rentals for all purposes ofthis Lease and shall be subject to Appropriation.
Section 14.7 Waiver of Appraisement, Valuation, Stay, Extension and Redemption

Laws. To the extent permitted by law, in the case of an Event ofNonappropriation or an Event
of Lease Default neither the Town nor any one claiming through or under the Town shall or will
set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or
redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the
Indenture; and the Trustee and the Town, for themselves and all who may at any time claim
through or under it, hereby waives, to the full extent that it may lawfully do so, the benefit of all
such laws. Notwithstanding the foregoing, it is expressly understood that the Town cannot and
does not hereby waive its right to set up, claim or seek to take advantage of its police powers or
its Colorado constitutional or statutory right ofeminent domain.
46
ARTICLE 15
MISCELLANEOUS
Section 15.1 Sovereign Powers of Town. Nothing in this Lease shall be construed as
diminishing, delegating, or otherwise restricting any of the sovereign powers or immunities of
the Town. Nothing in this Lease shall be construed to require the Town to occupy and operate
the Leased Property other than as lessee, or to require the Town to exercise its right to purchase
the Leased Property as provided in Article 12 hereof.
Section 15.2 Notices. All notices, certificates or other communications to be given

hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by
certified or registered mail, postage prepaid, addressed as follows:
If to the Trustee:
U.S. Bank National Association

950 17th Street
Denver, CO 80202
Attention: Global Corporate Trust
Email: kathleen.connelly@usbank.com
Phone: 303-585-4591
If to the Town:
Town of Vail, Colorado

75 S. Frontage Road
Vail, CO 81657
Attention: Kathleen Halloran, Finance Director
Email: khalloran@vailgov.com
Phone: 970-479-2116
The Town and the Trustee may, by written notice, designate any further or different
addresses to which subsequent notices, certificates or other communications shall be sent.
Section 15.3 Third Party Beneficiaries. It is expressly understood and agreed that the
Owners of the outstanding Certificates are third party beneficiaries to this Lease and enforcement
of the terms and conditions of this Lease, and all rights of action relating to such enforcement,
shall be strictly reserved to the Town, as lessee and the Trustee, as lessor, and their respective
successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided,
nothing contained in this Lease shall give or allow any such claim or right of action by any other
or third person on this Lease. It is the express intention of the Town and the Trustee that any
person other than the Town, the Trustee, or the Owners of the Certificates receiving services or
benefits under this Lease shall be deemed to be an incidental beneficiary only.
Section 15.4 Binding Effect. This Lease shall inure to the benefit of and shall be
binding upon the Trustee and the Town and their respective successors and assigns, subject,
however, to the limitations contained in Article 13 of this Lease.
47
Section 15.5 Amendments. This Lease may only be amended, changed, modified or
altered as provided in the Indenture.
Section 15.6 Amounts Remaining in Funds. It is agreed by the parties hereto that any
amounts remaining in the Base Rentals Fund, the Construction Fund, the Costs of Execution and
Delivery Fund, or any other fund or account created under the Indenture (except the Rebate Fund
or any defeasance escrow account which are established with the written consent of the Trustee),
upon termination of the Lease Term, and after payment in full of the Certificates (or provision
for payment thereof having been made in accordance with the provisions of this Lease and the
Indenture) and fees and expenses of the Trustee in accordance with this Lease and the Indenture,
shall belong to and be paid to the Town by the Trustee, as an overpayment of Base Rentals.
Section 15.7 Triple Net Lease. This Lease shall be deemed and construed to be a
"triple net lease" and, subject to the prior Appropriation requirements hereof, the Town shall pay
absolutely net during the Lease Term, the Base Rentals, the Additional Rentals and all expenses
of, or other payments in respect of, the Leased Property as required to be paid by the Town under
this Lease, for which a specific Appropriation has been effected by the Town for such purpose,
free of any deductions, and without abatement, deduction or setoff (other than credits against
Base Rentals expressly provided for in this Lease).
Section 15.8 Computation of Time. In computing a period of days, the first day is
excluded and the last day is included. If the last day of any period is not a Business Day, the
period is extended to include the next day which is a Business Day. If a number of months is to
be computed by counting the months from a particular day, the period ends on the same
numerical day in the concluding month as the day of the month from which the computation is
begun, unless there are not that many days in the concluding month, in which case the period
ends on the last day of that month. Notwithstanding the foregoing, Base Rentals shall be
recalculated in the event of any Prepayment of Base Rentals as provided in Section 6.2(b) hereof.
Section 15.9 Payments Due on Holidays. If the date for making any payment or the
last day for performance of any act or the exercising of any right, as provided in this Lease, shall
be a day other than a Business Day, such payment may be made or act performed or right
exercised on the next succeeding Business Day, with the same force and effect as if done on the
nominal date provided in this Lease.
Section 15.10 Severability. Except for the requirement of the Town to pay Base Rentals
for which a specific Appropriation has been effected by the Town for such purpose and the
requirement of the Trustee to provide quiet enjoyment of the Leased Property and to convey the
Trustee's leasehold interest in the Leased Property to the Town under the conditions set forth in
Article 12 of this Lease (which, if held invalid or unenforceable by any court of competent
jurisdiction, may have the effect of invalidating or rendering unenforceable the other provisions
of this Lease), in the event that any other provision of this Lease shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
48
Section 15.11 Execution in Counterparts. This Lease may be simultaneously executed
in several counterparts, each of which shall be an original and all of which shall constitute but
one and the same instrument.
Section 15.12 Applicable Law. This Lease shall be governed by and construed m
accordance with the law of the State of Colorado without regard to choice of law analysis.
Section 15.13 The Trustee is Independent of the Town. Neither the Trustee nor any
agent or employee of the Trustee shall be or shall be deemed to be an agent or employee of the
Town. The Trustee acknowledges that the Trustee and its employees are not entitled to
unemployment insurance benefits of the Town unless the Trustee or a third party otherwise
provides such coverage and that the Town does not pay for or otherwise provide such coverage.
The Trustee shall have no authorization, express or implied, to bind the Town to any agreements,
liability or understanding except as expressly set forth herein.
Section 15.14 Governmental Immunity. Notwithstanding any other provisions of this

Lease to the contrary, no term or condition of this Lease shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections or other
provisions of the Colorado Governmental Immunity Act, Section 24-10-101, et. seq., C.R.S., as
now or hereafter amended.
Section 15.15 Recitals. The Recitals set forth in this Lease are hereby incorporated by
this reference and made a part of this Lease.
Section 15.16 Captions. The captions or headings herein are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease.
Section 15.17 Trustee's Disclaimer. It is expressly understood and agreed that (a) the
Lease is executed by U.S. Bank National Association, solely in its capacity as Trustee under the
Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank
National Association, other than in its capacity as Trustee under the Indenture. All financial
obligations of the Trustee under this Lease, except those resulting from its willful misconduct or
negligence, are limited to the Trust Estate. The Trustee shall not be accountable for the use of
the proceeds from the Certificates, and it shall not be responsible for any statement of the Town
in this Lease, the Certificates, or any document issued in connection therewith. The Trustee
makes no representations with respect to the effectiveness or adequacy of this Lease or the
Certificates.
Section 15.18 Electronic Transactions. The parties hereto agree that the transactions
described herein may be conducted and related documents may be stored by electronic means.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed
documents shall be deemed to be authentic and valid counterparts of such original documents for
all purposes, including the filing of any claim, action or suit in the appropriate court of law.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
49
IN WITNESS WHEREOF, the parties have executed this Lease Purchase Agreement as
of the day and year first above written.
TOWN OF VAIL, COLORADO, U.S. BANK NATIONAL ASSOCIATION,

as Lessee solely in its capacity of Trustee under the
Indenture, as Lessor
By: _______________
Kathleen Connelly, Vice President
50
IN WITNESS WHEREOF, the parties have executed this Lease Purchase Agreement as
of the day and year first above written.
TOWN OF VAIL, COLORADO, U.S. BANK NATIONAL ASSOCIATION,

as Lessee solely in its capacity of Trustee under the
Indenture, as Lessor
By: _____________
Dave Chapin, Mayor
(SEAL)
Attest:
By: ___________
Tammy Nagel, Town Clerk
50
STATE OF COLORADO )
)
COUNTY OF EAGLE ) ss.
)
TOWN OF VAIL )
The foregoing instrument was acknowledged before me this __ day of October, 2021,
by Dave Chapin and Tammy Nagel, as Mayor and Town Clerk, respectively, of the Town of
Vail, Colorado.
WITNESS my hand and official seal.
Patty Bierle-McKenny
Notary Public
, State Of Colorado
( �EAL).!otary Id 19944002530
lllly Commission Expires 0511412022
******************
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
by Kathleen Connelly, as Vice President of U.S. Bank National Association, as Trustee.
Notary Public
(SEAL)
51
STATE OF COLORADO )
)
COUNTY OF EAGLE ) ss.
)
TOWN OF VAIL )
by Dave Chapin and Tammy Nagel, as Mayor and Town Clerk, respectively, of the Town of
Vail, Colorado.
Notary Public
(SEAL)
******************
STATE OF COLORADO )
u� l ) ss.
CITY AND COUNTY OF D� )
by Kathleen Connelly, as Vice President of U.S. Bank National Association, as Trustee.
CASEY L. JONES
NOTARY PUBLIC
(SEAL) S TATE OF COLORADO
NOTARY ID 20044034956
MY COMMISSION EXPIRES 09/29/2024
51
EXHIBIT A
DESCRIPTION OF LEASED PROPERTY
The Leased Property consists of the real property and the buildings and improvements located
thereon as set forth below, as amended from time to time.
Lot 3, Middle Creek Subdivision, Town of Vail, County of Eagle, State of Colorado.
A-1
EXHIBITB
BASE RENTALS SCHEDULE
Base Rentals Base Rentals

Principal Interest
Period Ending Component Component Total Base Rentals
06/01/2022 $ 499,083.99 $ 499,083.99
12/01/2022 $ 315,000 406,493.75 721,493.75
06/01/2023 400,193.75 400,193.75
12/01/2023 415,000 400,193.75 815,193.75
06/01/2024 391,893.75 391,893.75
12/01/2024 435,000 391,893.75 826,893.75
06/01/2025 383,193.75 383,193.75
12/01/2025 450,000 383,193.75 833,193.75
06/01/2026 374,193.75 374,193.75
12/01/2026 470,000 374,193.75 844,193.75
06/01/2027 364,793.75 364,793.75
12/01/2027 490,000 364,793.75 854,793.75
06/01/2028 354,993.75 354,993.75
12/01/2028 505,000 354,993.75 859,993.75
06/01/2029 344,893.75 344,893.75
12/01/2029 530,000 344,893.75 874,893.75
06/01/2030 334,293.75 334,293.75
12/01/2030 550,000 334,293.75 884,293.75
06/01/2031 323,293.75 323,293.75
12/01/2031 570,000 323,293.75 893,293.75
06/01/2032 311,893.75 311,893.75
12/01/2032 595,000 311,893.75 906,893.75
06/01/2033 299,993.75 299,993.75
12/01/2033 620,000 299,993.75 919,993.75
06/01/2034 287,593.75 287,593.75
12/01/2034 640,000 287,593.75 927,593.75
06/01/2035 274,793.75 274,793.75
12/01/2035 670,000 274,793.75 944,793.75
06/01/2036 261,393.75 261,393.75
12/01/2036 695,000 261,393.75 956,393.75
06/01/2037 247,493.75 247,493.75
12/01/2037 725,000 247,493.75 972,493.75
06/01/2038 232,993.75 232,993.75
12/01/2038 750,000 232,993.75 982,993.75
06/01/2039 217,993.75 217,993.75
12/01/2039 780,000 217,993.75 997,993.75
06/01/2040 202,393.75 202,393.75
12/01/2040 815,000 202,393.75 1,017,393.75
06/01/2041 186,093.75 186,093.75
B-1
Base Rentals Base Rentals
Principal Interest
Period Ending Com2onent Com2onent Total Base Rentals
12/01/2041 845,000 186,093.75 1,031,093.75
06/01/2042 169,193.75 169,193.75
12/01/2042 880,000 169,193.75 1,049,193.75
06/01/2043 151,593.75 151,593.75
12/01/2043 915,000 151,593.75 1,066,593.75
06/01/2044 133,293.75 133,293.75
12/01/2044 950,000 133,293.75 1,083,293.75
06/01/2045 114,293.75 114,293.75
12/01/2045 990,000 114,293.75 1,104,293.75
06/01/2046 94,493.75 94,493.75
12/01/2046 1,030,000 94,493.75 1,124,493.75
06/01/2047 73,893.75 73,893.75
12/01/2047 1,070,000 73,893.75 1,143,893.75
06/01/2048 59,850.00 59,850.00
12/01/2048 1,095,000 59,850.00 1,154,850.00
06/01/2049 45,478.13 45,478.13
12/01/2049 1,125,000 45,478.13 1,170,478.13
06/01/2050 30,712.50 30,712.50
12/01/2050 1,155,000 30,712.50 1,185,712.50
06/01/2051 15,553.13 15,553.13
12/01/2051 1,185,000 15,553.13 1,200,553.13
$22,260,000 $14,271,052.76 $36,531,052.76
Base Rental payments are due on May 21 and November 20 of each year during the Lease Term.
The Base Rentals have been calculated on the basis of a 360-day year of twelve 30-day months
and any recalculation of Base Rentals under Section 6.2(b) hereof shall be done on the same
basis. If Base Rentals are stated to be due on any date that is not a Business Day, such Base
Rentals shall be due on the next day that is a Business Day without the accrual of interest on
Base Rentals between such dates.
Statement Regarding the Leased Property
The duration of the Lease, throughout the maximum Lease Term, does not exceed the
weighted average useful life of the Leased Property and, to the extent that the Leased
Property constitutes items of personal property, such items are considered paid from the first
Base Rentals described above.
B-2
EXHIBIT C
FORM OF NOTICE OF LEASE RENEWAL
To: U.S. Bank National Association, as Trustee
The undersigned is the Town Representative of the Town of Vail, Colorado (the
"Town"). The Town is the lessee under that certain Lease Purchase Agreement, dated as of
October 20, 2021 (the "Lease"), between the Town and U.S. Bank National Association, solely
in its capacity of Trustee under the Indenture, as the lessor thereunder. I am familiar with the
facts herein certified and am authorized and qualified to certify the same. The undersigned
hereby states and certifies:
(a) the Town has effected or intends to effect on a timely basis an

Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts
authorized and directed to be used to pay all the Base Rentals and (2) sufficient amounts
to pay such Additional Rentals as are estimated to become due, all as further provided in
Sections 6.2, 6.3 and 6.4 of the Lease, whereupon, the Lease shall be renewed for the
ensuing Fiscal Year;
Initial
or
(b) the Town has determined not to renew the Lease for the ensuing Fiscal
Year.
Initial
By:
Town Representative
Date:
C-1
EXHIBITD
FORM OF REQUISITION
REQUISITION NO. ___
The undersigned Town Representative (the "Town Representative") of and for the Town
of Vail, Colorado (the "Town"), as the lessee's representative under the Lease Purchase
Agreement, dated as of October 20, 2021 (the "Lease"), between U.S. Bank National
Association, as trustee, as lessor, and the Town, as lessee, hereby requisitions the following sum
from the Construction Fund established under the Indenture of Trust, dated as of October 20,
2021 (the "Indenture"), entered into by U.S. Bank National Association, as Trustee, and in
connection with such request, certifies as follows:
Amount: $--------
Name and Address of Payee:
The Town has attached hereto a copy of each Payee's Form W-9 or Form W-8, as
applicable (unless previously provided). The Town further acknowledges the Trustee cannot
process such requisition until the Trustee is in receipt of a valid Form W-9 or W-8, as applicable,
in accordance with the Internal Revenue Service regulations and the Foreign Account Tax
Compliance Act.
Describe Nature of Obligation:
The Town Representative further certifies that:
(a) the obligation described above has been properly incurred, is a proper
charge against the applicable Construction Account of the Construction Fund and has not
been the basis of any previous withdrawal or requisition;
(b) all conditions required by the Lease and the Indenture to be met prior to
the disbursement of the above amount have been satisfied;
(c) the disbursement requested is due and payable and will be used for the
"Costs of the Project" permitted under the Lease and the Indenture;
(d) the Town is not in breach of any of the agreements contained in the Lease;
(e) no Event of Default or Event of Nonappropriation has occurred and is

continuing; and
D-1
(f) with respect to the disbursement of funds by the Trustee from the
Construction Fund pursuant to this Construction Fund Requisition, on behalf of the
Town, the undersigned Town Representative hereby: (a) certifies that the Town has
reviewed the wire instructions set forth in this Construction Fund Requisition, and
confirms that, to the best of the Town's knowledge, such wire instructions are accurate;
(b) agrees that, to the extent permitted by law, the Town will indemnify and hold
harmless the Trustee from and against any and all claims, demands, losses, liabilities, and
expenses sustained, including, without limitation, attorney fees, arising directly or
indirectly from the Trustee's disbursement of funds from the Construction Fund in
accordance with this Construction Fund Requisition and the wiring instructions provided
herein; and (iii) agrees that the Town will not seek recourse from the Trustee as a result
of losses incurred by the Town arising from the Trustee's disbursement of funds m
accordance with this Construction Fund Requisition.
By:
Town Representative
D-2
EXHIBIT E
CERTIFICATE OF COMPLETION
The undersigned hereby states and certifies that:
1. I am the Town Representative (the "Town Representative") of and for the Town
of Vail, Colorado (the "Town"), acting as the lessee's representative under the Lease Purchase
Agreement, dated as of October 20, 2021 (the "Lease"), between U.S. Bank National
Association, as trustee, as lessor, and the Town, as lessee. I am familiar with the facts herein
certified and am authorized and qualified to certify the same.
2. The Project described in the Lease is substantially complete and all Costs of the
Project as described therein have been paid except for the following amounts to be set aside by
the Trustee to pay remaining Costs of the Project:$_____. This Certificate shall constitute
the Certificate of Completion for the purposes of the Lease and the definition of "Certificate of
Completion" therein.
3. Notwithstanding the foregoing, this Certificate shall not prejudice any rights
against third parties which exist at the date hereof or which may subsequently come into being.
4. In accordance with Section 7.3 of the Lease and Section 3.06 of the Indenture, the
Town hereby directs the Trustee to apply any balance remaining in the Construction Fund as
follows:
By:
Town Representative
E-1
DocuSign Envelope ID: 33EOB7EC- 57FO- 4B74- 90DB- 25E274332129
DEVELOPMENT AGREEMENT
Lot 3, Middle Creek)
THIS DEVELOPMENT AGREEMENT ( the " Agreement")

is made this 23rd day of
March, 2021 ( the " Effective Date"),
by and between the Town of Vail, a Colorado home
rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the " Town")
and Triumph Development West LLC, a Delaware limited liability company with an
address of 12 Vail Road, Suite 700, Vail, CO 81657 (" Triumph") ( each individually a
Party" and collectively the " Parties").
WHEREAS, the Town owns the real property described as Lot 3, Amended Final
Plat Middle
Creek Subdivision, a Resubdivision of Lot 1, County of Eagle, State of
Colorado ( the " Property");
WHEREAS,
the Town has agreed to provide a long- term ground lease of the
Property to Triumph, so Triumph can redevelop the Property, in cooperation with the
Town, as a 100% deed- restricted employee housing project including at least 144 beds
the " Project");
WHEREAS the Property and the Project are subject to a deed restriction for the
benefit of the Town recorded at the " Deed Restriction");
WHEREAS, the Parties entered into a Pre- Development Agreement dated
February 2, 2021 regarding the Property;
WHEREAS, to allow the Project to proceed, the Parties intend to enter into a
separate long- term ground lease for the Property ( the " Ground Lease"); and
WHEREAS, the Parties wish to further elaborate on the terms of the process and
parameters of the Project.
NOW, THEREFORE, for and in consideration of the mutual promises and

covenants contained herein, the sufficiency of which is mutually acknowledged, the
Parties agree as follows-
1. Purpose. The purpose of this Agreement is to set forth the terms and conditions
under which the Project will proceed. All terms and conditions in this Agreement are in
addition to any requirements of the Vail Town Code ( the " Code"), state and federal law
and other Town ordinances, and are not intended to supersede any requirements
contained therein.
All capitalized terms not defined herein shall have the meaning set
forth in the Pre- Development Agreement. To the extent there is any conflict between this
Agreement and the Pre- Development Agreement, this Agreement shall control.
2. Term and Termination. This Agreement shall commence on the Effective Date,
and shall terminate two years following issuance of the final certificate of occupancy for
the Project; provided that, if the Parties have not executed the Ground Lease on or before
June 28, 2021, this Agreement shall automatically terminate without further action of the
Parties.
312312021
S: WOUSINGWIDDLE CREEK LOT 3 DEVELOPMENT PARCELICONTRACTS0EVELOPMENT AGREEMENT MIDDLE CREEK
LOT 3- AO31821. DOCX
3. Taxation.
The Parties acknowledge their intent that the Property is to be exempt
from ad property taxes pursuant to C. R. S. § 29-4- 227, by virtue of a 0. 01%
valorem
ownership interest in Triumph' s development entity held by the Vail Local Housing
Authority, a Colorado statutory housing authority (the "VLHA").
4. Triumph' s Obligations.
a. Triumph shall be responsible for payment of the Town' s typical and

customary building permit application fees and plan review fees for review of all plans for
the Property. No work shall be commenced without all licenses, permits, and
authorizations required by applicable law.
b. Triumph shall be solely responsible to procure financing for the Project.
C. Triumph shall, at its sole cost, cause the construction of all new
improvements on the Property, including buildings, structures, signage, streets,
sidewalks, utilities and other improvements necessary for the Project, including
renewable energy options and multi- modal transportation options ( collectively the
Improvements"). The Parties will cooperate to establish the number of units to be
constructed and the appropriate unit types for the Project, provided that the Project shall
include a minimum of 144 beds.
d. If the Project has been finally approved by the Town by June 28, 2021,
Triumph shall:
i. Submit a complete building permit application for the Project on or before

September 1, 2021;
ii. If the Town issues a building permit before September 30, 2021, commence
construction of the Improvements on or before September 30, 2021; and
iii. If the Town issuesbuilding permit before September 30, 2021, obtain
a a
certificate of occupancy for the Improvements on or before November 30, 2022.
e. If the Project has not been finally approved by the Town by June 28, 20217
or if Triumph has submitted a complete building permit application on or before
September 1, 2021, but the Town has not issued a building permit before
September 30, 2021, Triumph shall:
i. Submit a complete building permit application for the Project or before

March 15, 2022;
ii. Commence construction of the Improvements on or before April 15, 2022;

and
iii. Obtain a certificate of occupancy for the Improvements on or before August

31, 2023.
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f. Triumph shall at all times comply with all applicable law, including without
limitation all current and future federal, state and local statutes, regulations, ordinances
and rules relating to: the emission, discharge, release or threatened release of a
Hazardous Material into the air, surface water, groundwater or land; the manufacturing,
processing, use, generation, treatment, storage, disposal, transportation, handling,
removal, remediation or investigation of a Hazardous Material; and the protection of
human health, safety or the indoor or outdoor environmental, including without limitation
the Comprehensive Environmental Response, Compensation and Liability Act, 42 U. S. C.
et seq. (" CERCLA"); the Hazardous Materials Transportation Act, 49 U. S. C. §
9601,
1801,et seq.; the Resource Conservation and Recovery Act, 42 U. S. C. § 6901, et seq.
RCRA"), the Toxic Substances Control Act, 15 U. S. C. § 2601, et seq.; the Clean Water
Act, 33 U. S. C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act;
the Occupational Safety and Health Act; all applicable environmental statutes of the State
of Colorado; and all other federal, state or local statutes, laws, ordinances, resolutions,
codes, rules, regulations, orders or decrees regulating, relating to, or imposing liability or
standards of conduct concerning any hazardous, toxic or dangerous waste, substance or
material, as now or at any time hereafter in effect.
Triumph shall have no right, authority or power to bind the Town or any
g.
interest of the Town in the Property for any claim for labor or for material or for any other
charge or expense incurred in constructing any Improvements or performing any
alteration, renovation, repair, refurbishment or other work, nor to render the Town' s
interest in the Property liable for any lien or right of lien for any labor, materials or other
charge or expense.
h. Triumph shall not be considered the agent of the Town in the construction,
erection or operation of any Improvements.
i. If Triumph fails to complete the Improvements as required by this

Agreement, the Town shall have the right, but not the obligation, to: complete the
Improvements; restore the Property to the condition it was prior to commencement of
construction of the Improvements; or restore the Property to a condition that the Town
deems safe while awaiting completion of the Improvements by another party; and to
charge the costs thereof to Triumph.
j. Triumph acknowledges that it will not be entitled to any Employee Housing

Unit credit for the Project under Sections 12- 23- 7 and 12- 24- 7 of the Code.
k.
On May 5, 20217 if the Parties have executed a development agreement for
the Timber Ridge Project, then Triumph agrees that it shall have permanently and
irrevocably waived and abandoned any and all rights it may have in the applications and
approved plans for the Booth Heights Project, as defined in Section 4. a. of the Pre-
Development Agreement. Notwithstanding the foregoing, based on representations
made to the Town, it is the Town' s understanding that Triumph does not hold any
development rights with respect to the Booth Heights Project, which development rights,
if any, would benefit the property on which the Booth Heights Project is located and the
owner thereof.
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312312021
S: WOLISINGWIDDLE CREEK LOT 3 DEVELOPMENT PARCELICONTRACTS0EVELOPMENT AGREEMENT MIDDLE CREEK
I. Triumph hereby represents and warrants to the Town that all of the following
are true and correct as of the date of signature and the Effective Date: this Agreement
has been duly authorized and executed by Triumph as the legal, valid and binding
obligation of Triumph, and is enforceable as to Triumph in accordance with its terms; the
person executing this Agreement on behalf of Triumph is duly authorized and empowered
to execute and deliver this Agreement on behalf of Triumph; to the best of Triumph' s
knowledge, there is no pending or threatened litigation, administrative proceeding or other

proceeding pending or threatened against Triumph which, if decided or determined
adversely, would have a material adverse effect on the ability of Triumph to undertake its
obligations under this Agreement, other than the claims threatened by Vail Resorts in the
January 18, 2021 letter to Triumph erroneously dated January 18, 2020; to the best of
Triumph' s knowledge, there is no fact or condition of the Property that may have a material
adverse effect on Triumph' s ability to develop the Property as contemplated; Triumph is
the sole owner of the approved plans for the Booth Heights Project ( but not the
development rights for the Booth Heights Project); and neither the execution of this
Agreement nor the consummation of the transaction contemplated by this Agreement will
constitute a breach under any contract, agreement or obligation to which Triumph is a
party or by which Triumph is bound or affected.
m. Triumph
hereby agrees to indemnify and hold harmless the Town, its
officers, employees and agents from any and all suits, actions and claims of every nature
and description caused by, arising from or on account of any act or omission of Triumph,
or of any other person or entity for whose act or omission Triumph is liable, with respect
to construction of the Improvements ( each a " Claim" and collectively the " Claims"); and
Triumph shall pay any and all judgments rendered against the Town as the result of any
Claim, together with all reasonable expenses and attorney fees incurred by the Town in
defending any Claim. Triumph further agrees to indemnify and hold harmless the Town,
its officers, employees and agents from any claim against the Town by the owner of any
property interest in the Booth Heights Project, which claim is based upon the effect or
alleged effect of this Agreement upon such owner's interest, including without limitation
claims of diminution of value, inverse condemnation and violation of vested property
rights.
n. Triumph acknowledges that, if the Town is presented with applications to

proceed with the Booth Heights Project, and such applications comply with all applicable
Town regulations and the approved development plans for the Booth Heights Project, the
Town will not be in a position to deny such applications, regardless of who asserts an
ownership interest in such approved development plans, and must approve any such
applications regardless of any assertion by Triumph that it is the owner of the approved
plans for the Booth Heights Project.
5. Town' s Obligations.
a. The Town shall sign all necessary development applications for the Project
as a co- applicant.
The Town will have sole ownership rights to all application materials
and approved development plans, and Triumph acknowledges that the Town may
4
312312021
proceed with the Project, regardless of whether Triumph remains a co- applicant, and
regardless of whether this Agreement is terminated for any reason.
b. The Town shall be responsible for the cost of the preparation of the design
documents for the Project from the Effective Date through the date on which the Project
is finally approved by the Town, in an amount not to exceed $ 390, 000. Following such
final approval, Triumph shall be responsible for all costs of the Project.
C.For preparation of the design documents for the Project, all contractor
selection and the scope of work for such contractors shall be subject to the prior approval
of the Town, which shall not be unreasonably withheld.
d. The Town shall pay Triumph a development fee ( the " Management Fee") in
an amount not to exceed $ 300, 000 for completion of the Scope of Services set forth in
Exhibit A, attached hereto and incorporated herein
by this reference. The payment
schedule for the management fee shall be based upon the schedule of completion of key
design development/entitlement process milestones, as set forth in Exhibit A.
6. Security for Completion of Improvements.

Triumph shall require the general
contractor responsible for constructing the Improvements to provide a performance bond
to Triumph to guarantee the construction of the Improvements, and the Town shall be
named as an obligee under such bond. The performance bond shall be equal to the full
amount of the cost of construction of the Improvements. Triumph shall provide a copy of
such performance bond to the Town prior to commencing construction.
7. Insurance. Throughout the term of this Agreement, Triumph shall maintain the
following insurance, and certificates of such insurance shall be furnished to the Town
within 30 days of the Effective Date and at each subsequent policy renewal date:
Commercial general liability insurance, including contractual liability, with

a.
limits of not less than $

2, 000, 000 per occurrence for bodily injury, personal injury and
property damage, naming the Town as an additional insured.
b.Fire and extended coverage insurance covering the Property for injury or
damage by the elements, or through any other cause, in an amount not less than the full
actual replacement cost of the Property and Improvements, and sufficient to prevent the
Town or Triumph from becoming a co- insurer of any partial loss.
C. During the course of any construction or repair of Improvements, Builders'

Risk Insurance.
8. Triumph Default and Remedies.
a. Each of the following is a Triumph default of this Agreement:
i. If Triumph fails to perform any of its obligations under this Agreement and
fails to remedy the same within 30 days after Triumph is given a written notice
specifying the same; provided that, if the nature of the violation is such that it
5
312312021
cannot reasonably be remedied within 30 days, and Triumph provides evidence to

the Town that the violation cannot reasonably be remedied within 30 days, then
the violation shall be remedied as soon as reasonably practicable, but in any case,
within 90 days of the original notice of violation.
ii. If an involuntary petition is filed against Triumph under a bankruptcy or

insolvency law or under the reorganization provisions of any law, or when a
receiver of Triumph, or of all or substantially all of the property of Triumph, is
appointed without acquiescence, and such petition or appointment is not
discharged or stayed within 120 days after the happening of such event.
iii. If Triumph makes an assignment of its property for the benefit of creditors
or files a voluntary petition under a bankruptcy or insolvency law, or seeks relief
under any other law for the benefit of debtors.
iv. If, prior to May 5, 2021, Triumph assigns, sells or otherwise transfers to any
third party any right or interest it may have in the applications or approved plans
for the Booth Heights Project.
b.If a Triumph default occurs, the Town may, in its sole discretion and without
waiving any other rights under this Agreement or available to the Town:
i. Withhold issuance of certificates of occupancy not yet issued for any

structures on the Property until said default has been remedied;
ii. Cause construction of all or part of the Improvements to be completed, and

recover the costs of such completion from Triumph;
iii. Cause the removal of any partially constructed Improvements and return
the Property to the condition it was prior to the commencement of construction,
and recover the costs of such removal from Triumph; and
iv. Demand the immediate refund of all costs paid by the Town for the Project
pursuant to Section 5. b., which refund shall be paid in full by Triumph within 30
days of such demand.
C. In addition to the specific remedies set forth herein, the Town shall have all
other remedies available at law or equity, and the exercise of one remedy shall not
preclude the exercise of any other remedy, and any damages alleged by the may include
lost rents.
d. If the Town proceeds to complete the Improvements, Triumph shall, at the

request of the
Party completing the Improvements, promptly deliver a copy of all of
Triumph' s plans and specifications related to the Improvements.
6
312312021
9. Town Default and Remedies.
a. The following is a Town default of this Agreement: if the Town fails perform
any of its obligations under this Agreement and fails to remedy the same within 30 days
after the Town is given a written notice specifying the same; provided that, if the nature
of the violation is such that it cannot reasonably be remedied within 30 days, and the
Town provides evidence to Triumph that the violation cannot reasonably be remedied
within 30 days, then the violation shall be remedied as soon as reasonably practicable,
but in any case, within 90 days of the original notice of violation.
b. If a Town default occurs, Triumph shall have all remedies available at law
or equity, and the exercise of one remedy shall not preclude the exercise of any other
remedy, provided that Triumph shall not have the remedy of specific performance against
the Town.
10. Legal Challenge. As used in this Section, " Legal Challenge"any judicialmeans:
proceeding or other legal action brought by a third party, including referendum or initiative,
that challenges this Agreement, the approval of the Project or any of the Town' s
resolutions or ordinances approving this Agreement or the Project. If a Legal Challenge
occurs, every deadline in this Agreement shall be tolled until 30 days following the entry
of a final, non- appealable order resolving such Legal Challenge.
11. Miscellaneous.
a. Severability. If any provision of this Agreement is determined to be void by

a court of competent jurisdiction, such determination shall not affect any other provision
hereof, and all of the other provisions shall remain in full force and effect.
b. Integration. Other than the Ground Lease, Pre- Development Agreement

and Deed Restriction, this Agreement represents the entire agreement between the
Parties with respect to the subject matter hereof, and all prior or extrinsic agreements,
understandings or negotiations shall be deemed merged herein.
C. Waiver. No provision of this Agreement may be waived to any extent unless

and except to the extent the waiver is specifically set forth in a written instrument executed
by the Party to be bound thereby.
d. Modification. This Agreement may only be modified by subsequent written

agreement of the Parties.
e. Governing Law and Venue. This Agreement shall be governed by and

construed in accordance with the laws of the State of Colorado, and venue for any legal
action arising out of this Agreement shall be in Eagle County, Colorado.
f. No Third
Party Beneficiaries. No third party is intended to or shall be a
beneficiary of this Agreement, nor shall any third party have any rights to enforce this
Agreement in any respect.
7
312312021
g. No Joint Venture
Partnership. No form of joint venture or partnership
or
exists between the Parties, and nothing contained in this Agreement shall be construed
as making the Town and Triumph joint venturers or partners.
h. Notices.
A notice under this Agreement shall be in writing and be given by
hand delivery or U. S. Mail, postage prepaid, to the address set forth on the first page of
this Agreement. Notices shall be effective upon delivery or 3 days after mailing.
i.
Contingency, No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligation of the Town under this Agreement is specifically
contingent upon annual appropriation of funds sufficient to perform such obligation. This
Agreement shall never constitute a debt or obligation of the Town within any statutory or
constitutional provision.
j. Governmental Immunity. Nothing herein shall be construed as a waiver of
any protections or immunities the Town and its officials, representatives, attorneys and
employees may have under the Colorado Governmental Immunity Act, C. R. S. § 24- 10-
101, et seq., as amended.
k.
Force Majeure. Neither Party shall be in breach of this Agreement if a failure
to perform any of the duties under this Agreement is due to Force Majeure, which shall
be defined as the inability to undertake or perform any of the duties under this Agreement
due to acts of God, floods, storms, fires, sabotage, terrorist attack, strikes, riots, war, labor
disputes, forces of nature, pandemics or the authority and orders of government.
I.
Recording. This Agreement shall be recorded with the Eagle County Clerk
and Recorder subsequent to the Deed Restriction, but prior to any mortgage or other
encumbrance on the Improvements or the Property. The benefits and obligations of the
Parties under this Agreement shall run with the land, and shall be binding on, and
enforceable by, any subsequent holder of an interest in the Improvements or in the

Property.
WHEREFORE, the Parties have executed this Agreement as of the Effective Date.
IPMdMMAW, COLORADO
chff rkwu
QPP,5T n Manager
A Uusignedl by:
T , N et,4Tc@ a. Clerk
8
312312021
TRIUMPH DEVELOPMENT WEST LLC

DocuSigned by:
Byr
Nam : SW66V f 1k
t
Title: Manager
STATE OF COLORADO
ss.
COUNTY OF
The foregoing instrument was acknowledged before me this day of

20217 by as
of Triumph Development West LLC, a Delaware limited liability company.
My commission expires:
Notary Public
9
312312021
EXHIBIT A
Scope of Design Development Services and Management Fee Milestones
1. Scope of Services
Triumph shall perform the following duties, as directed by the Town:
Deliver project management services for the Project design development

and entitlement process in partnership with the Town as a co- applicant,
including without limitation initiating, planning, executing, and measuring
and monitoring the progress of a design development and entitlement
process, with the objective to secure an Approved Development Plan, as
defined by the Vail Town Code.
Follow a prescribed project timeline and path of milestone steps within a

predetermined project budget.
Collaborate and coordinate with the Town on preparation of complete

development review applications for the Project.
Assemble a consultant team in partnership with the Town staff.
Submit complete development review applications to the Town' s
Community Development Department no later than March 15, 2021.
Lead weekly development application preparation and progress meetings

with the Town and the consultant team.
Present the development review applications to the Town' s Planning and

Environmental Commission and Design Review Board in partnership with
Town staff.
Prepare all documents and materials required of, and incidental to, the
Approved Development Plan.
Submit to the Town copies of all contracts executed between Triumph and
any consultants.
Submit to the Town invoices for payment along with all supporting materials
on or before the 5t" of each month or review and approval.
10
312312021
2. Management Fee Milestones.
The milestones for payment of the Management Fee are as follows:
Approval by the Town of the budget, scope of work and schedule

for the design development and entitlement process by February 2,
2021 50, 000
Execution of a final development agreement, ground lease 50, 000
Planning and Environmental Commission development application

submittal to the Town or development application submittal to the
Town on or before March 15, 2021 75, 000
Final Planning and Environmental Commission and Design Review

Board action on the development applications 75, 000
Issuance of a building permit and execution of an operating

agreement to include the VLHA on or before September 30, 2021 $ 50, 000
Total Management Fee 300, 000
11
312312021
Dow
S 9 C U a 9 0
Certificate Of Completion
Envelope Id: 33EOB7EC57F04B7490DB25E274332129 Status: Completed
Subject: Please DocuSign: Development Agreement Middle Creek Lot 3- A031821. pdf
Source Envelope:
Document Pages: 11 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Lynne Campbell
AutoNav: Enabled Icampbell@vailgov. com
Enveloped Stamping: Enabled IP Address: 66. 198. 212. 74
Time Zone: ( UTC- 07: 00) Mountain Time( US& Canada)
Record Tracking
Status: Original Holder: Lynne Campbell Location: DocuSign
3/ 23/ 2021 12: 40: 39 PM Icampbell@vailgov. com
Signer Events Signature Timestamp

by: DocuSigned
Steve VirostekSent: 3/ 23/ 2021 12: 50: 23 PM
steve@triumphdev. com t- Vi
ftmr6sf& Resent: 3/ 23/ 2021 1: 42: 35 PM
23A5376164Dc4c1.
Securit Y Level: Email Account Authentication Resent: 3/ 23/ 2021 1: 42: 48 PM
None)
Viewed: 3/ 23/ 2021 1: 55: 20 PM
Signature Adoption: Pre- selected Style
Signed: 3/ 23/ 2021 1: 56: 20 PM
Using IPAddress: 174. 227. 145. 187
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 3/ 23/ 2021 1: 55: 20 PM
ID: 55527879- 7f56- 47db- 8f98- a9cd539c3968
Scott Robson Sig" ed by: Sent: 3/ 23/ 2021 1: 56: 22 PM
srobson@vailgov.
Town Manager
9
com
Ell— Cb{ f FbbSbin,

3B25447D9B5B4A7...
Viewed:
Signed:
9
3/ 25/ 2021
3/ 25/ 2021
10: 24: 38 AM
10: 24: 52 AM
Town Of Vail
Security Level: Email, Account Authentication
None) Using IPAddress: 73. 14. 107. 204

Accepted: 3/ 25/ 2021 10: 24: 38 AM
ID: 8fc40cde- 4a54- 4cc2- 82c3- 43241cb440c3
by:
Tammy Nagel Sent: 3/ 25/ 2021 10: 24: 54 AM
tnagel@vailgov.
Town Clerk
com
EllocuSigned
72Ec73B2c46o4AA...
a
Viewed:Viewed:
Signed:
3/ 25/ 2021
3/ 25/ 2021
10: 25: 45 AM
11: 20: 37 AM
Town of Vail
None) Using IPAddress: 66. 198. 212. 74

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp

Carbon Copy Events Status Timestamp
Lynne Campbell Sent: 3/ 25/ 2021 11: 20: 39 AM
Iampbell@vailgov. com COPIED Resent: 3/ 25/ 2021 11: 20: 40 AM
Housing Coordinator
Town of Vail

None)

Michael O' Connor Sent: 3/ 25/ 2021 11: 20: 39 AM
michael@triumphdev. com

L COPIED Viewed: 3/ 25/ 2021 11: 25: 05 AM
None)

Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/ Encrypted 3/ 23/ 2021 12: 50: 23 PM
Certified Delivered Security Checked 3/ 25/ 2021 10: 25: 45 AM
Signing Complete Security Checked 3/ 25/ 2021 11: 20: 37 AM
Completed Security Checked 3/ 25/ 2021 11: 20: 39 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 4/ 20/ 2020 2: 54: 02 PM
Parties agreed to: Steve Virostek, Scott Robson
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DocuSign Envelope ID: CEBFF4D2- B3CE- 4EEE- 82FD- 684EB29A74D1
CONTRACT ROUTING SHEET
Phase I, Residences at Mail Vail

NAME OF PROJECT:
DATE REQUESTED BY:

ASAP
Triumph Development West, LLC

CONTRACTOR:
TOV PROJECT MANAGER Name Greg Hall

Email ghall@vailgov. com
Phone
X2160
PROJECT ACCT NUMBER( S):

CH F005
CONTRACTAMO NT $
2) 83078J0. 62
DocuSigned by:
Approvals:
LEGAL DEPT At
o'-- u' S g- r
a
FINANCE DEPT
AD41BC
to. , fie
6D41070D 43A
TOWN CLERK
72EC73E2C4604AA...
DEVELOPMENT AGREEMENT
Phase 1, Residences at Main Vail)
THIS DEVELOPMENT AGREEMENT ( the " Agreement") is made and entered into
this 21_ t_ day of October , 2021 ( the " Effective Date"), by and between the Town
of Vail, a Colorado home rule municipal corporation with an address of 75 South Frontage
Road, Vail, CO 81657 ( the " Town"), and Triumph Development West LLC, a Delaware
limited liability company with an address of 12 Vail Road, Suite 700, Vail, CO 81657
Developer") ( each a " Party" and collectively the " Parties").
WHEREAS, the Town owns Lot 3, Middle Creek ( the " Middle Creek Property"), as
more particularly described in Exhibit A, attached hereto and incorporated herein by this
reference;
WHEREAS, the Town wishes to redevelop the Middle Creek Property as the
Residences at Main Vail, a 100% deed -restricted employee housing project ( the
Project"), and wishes to pay Developer to manage and oversee construction of the
Project;
WHEREAS, on February 10, 2021 the Parties entered into a Pre -Development
Agreement to set forth their expectations regarding the Project (the " Pre- DA"),
WHEREAS, on March 23, 2021, the Parties entered into a Development
Agreement, under which Developer provided entitlement services for the Project ( the
DA"), which services have been completed;
WHEREAS, on June 16, 2021, the Parties agreed to modify certain provisions of
the Pre- DA and DA;
WHEREAS, on August 17, 2021, the Parties entered into a Professional Services
Agreement, under which Developer provided design and preconstruction services for the
Project ( the " PSA"); and
WHEREAS, Developer has held itself out to the Town as having the requisite
expertise and experience to perform the development services required to complete the
Project in a timely fashion.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
I. PURPOSE
To date, Developer has worked on the Project under the Pre- DA, DA and PSA,
and the Town and Developer, as co -applicants, have filed all necessary development
applications for the Project. The Town continues to have sole ownership rights to all
application materials and approved development plans. The Parties now wish to divide
the Project into two phases (" Phase 1" and " Phase 2"); this Agreement governs Phase 1,
and a later agreement will govern Phase 2. The Scope of Work set forth in Exhibit B,
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11FILESERVER20191REDIRECTED$ 1SBIBBENSIDESKTOPIPHASE 1- A101421 AGREEMENT DOCX
attached hereto and incorporated herein

by this reference ( the " Scope of Work"), includes
additional work to be completed by Developer in furtherance of the Project during Phase
1 and in advance of Phase 2.
II. DEVELOPER' S OBLIGATIONS
A. Scope of Work. Developer shall furnish all labor and materials required for
the complete and prompt execution and performance of all duties, obligations, and
responsibilities which are described or reasonably implied from the Scope of Work. A
change in the Scope of Work shall not be effective unless authorized as an amendment
to this Agreement. If Developer proceeds without such written authorization, Developer
shall be deemed to have waived any claim for additional compensation, including a claim
based on the theory of unjust enrichment, quantum meruit or implied contract. Except as
expressly provided herein, no agent, employee, or representative of the Town is
authorized to modify any term of this Agreement, either directly or implied by a course of
action.
B. Schedule. Developer shall manage the schedule of construction of the

Project and shall complete and deliver the Project to the Town in compliance with the
schedule attached hereto as Exhibit C and incorporated herein by this reference ( the
Schedule").
C. Applicable Law. Developer shall at all times comply with all applicable law,
including without limitation all current and future federal, state and local statutes,
regulations, ordinances and rules relating to: the emission, discharge, release or
threatened release of a Hazardous Material into the air, surface water, groundwater or
land; the manufacturing, processing, use, generation, treatment, storage, disposal,
transportation, handling, removal, remediation or investigation of a Hazardous Material;

and the protection of human health, safety or the indoor or outdoor environmental,
including without limitation the Comprehensive Environmental Response, Compensation

and Liability Act, 42 U. S. C. § 9601, et seq. (" CERCLA"); the Hazardous Materials
Transportation Act, 49 U. S. C. § 1801, et seq.; the Resource Conservation and Recovery
Act, 42 U. S. C. § 6901,
et seq. (" RCRA"); the Toxic Substances Control Act, 15 U. S. C. §
2601, et seq.; the Clean Water Act, 33 U. S. C. § 1251, et seq.; the Clean Air Act; the
Federal Water Pollution Control Act; the Occupational Safety and Health Act; all
applicable environmental statutes of the State of Colorado; and all other federal, state or
local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders or decrees
regulating, relating to,

or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material, in effect now or anytime
hereafter.
D. Administration.
1. Developer shall provide construction administration services throughout

construction of the Project.
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2. The construction contract between Developer and the general contractor for
the Project ( the " GC")shall be subject to the Town' s prior approval, and shall
include without limitation: a provision for assignment of the construction contract
to the Town in the event of Developer' s default under this Agreement; a 2- year
warranty from the GC for its work and the work of its subcontractors, fully
assignable to the Town; and an assumption by the GC of all responsibility for
subcontractors performing any work on the Project.
3. Developer shall cause the GC to furnish the Town, within 10 days after the
Effective Date, a payment and performance bond for the Project in which the Town
is designated as beneficiary ( the " Bond"), on a standard AIA Document A312- 2010
in the amount of the total Project construction costs.
4. Developer shall be responsible for managing the payment of amounts owed

to any person or entity working on the Project.
5. Developer shall maintain all books and records related to the Project and
shall deliver any requested books and records to the Town within one business
day after the Town' s request so that the Town may comply with any valid open
records request. Upon request by the Town, Developer shall provide evidence of
all costs, expenses and mark- ups related to the Project.
6, Developer shall be responsible for all applications, design drawings and
plans for the Project, and shall be responsible for obtaining all required permits for
the Project.
7. Pursuant Keep Jobs in Colorado Act, C. R. S. § 8- 17- 101, et seq. ( the

to the
Act"),and the rules adopted by the Division of Labor of the Colorado Department
of Labor and Employment implementing the Act ( the " Rules"), Developer shall
ensure that the general contractor for the Project employs Colorado labor to
perform at least 80% of the work under this Agreement and shall obtain and
maintain the records requiredby the Act and the Rules. For purposes of this
Section, " Colorado labor" means a person who is a resident of the state of
Colorado at the time of this Agreement, without discrimination as to race, color,
creed, sex, sexual orientation, marital status, national origin, ancestry, age, or
religion except when sex or age is a bona fide qualification. A resident of the state
of Colorado is a person with a valid Colorado driver' s license, a valid Colorado
state -issued photo identification, or documentation that he or she has resided in
Colorado for the last 30 days. Developer represents that it is familiar with the
requirements of the Act and the Rules and will ensure that the general contractor
fully complies with the same.
E. Developer shall have no right, authority or power to bind the

Authority.
Town or any interest of the Town in the Property for any claim for labor or for material or
for any other charge or expense incurred in delivering the Project or performing any
alteration, renovation, repair, refurbishment or other work, nor to render the Town' s
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interest in the Property liable for any lien or right of lien for any labor, materials or other
charge or expense.
F. Sales Tax Exemption.

Developer shall prepare all necessary documents to
apply for a sales tax exemption from the State of Colorado for all materials used in the
Project, and submit such documents to the Town for filing with the State.
III. TERM AND TERMINATION
This Agreement shall commence on the Effective Date, and shall continue until
Developer completes the Scope of Work to the satisfaction of the Town, or until
terminated as provided herein.
IV. COMPENSATION
A. The total Project costs are set forth in Exhibit D, attached hereto and
incorporated herein
by this reference ( the " Total Project Costs"). The Total Project Costs
are subject to allowances, qualifications and exclusions as set forth on Exhibit D and
include without limitation all amounts payable under the general contract for the Scope of
Work. For completion of the Project in accordance with this Agreement, the Town shall
pay Developer an amount equal to 6% of the Total Project Costs ( the " Development
Fee"), payable in installments as Total Project Costs are billed to the Town. The Town
shall also pay Developer for the Total Project Costs, with the understanding that such
amounts shall be held in trust by Developer for payment to the various contractors and
subcontractors on the Project, but which shall not be considered compensation to
Developer. The Town shall make payments within 30 days following receipt of invoices
detailing the Work performed. If the actual total Project costs exceed the Total Project
Costs, the Town may, in its discretion and by amendment to this Agreement, approve an
increase in the Total Project Costs, as deemed necessary by the Town.
B. In addition to the Development Fee, in consideration for Developer' s
availability to timely complete the Project in accordance with the Town' s proposed
schedule, the Town has agreed to pay Developer a fee of $ 3, 500, 000 ( the " Availability
Fee"). The Town shall make the first payment of the Availability Fee in the amount of
1, 500, 000 to Developer upon the Town' s issuance of the first building permit for vertical
construction on the Project. The remaining $ 2, 000, 000 shall be governed by the
agreement for Phase 2 of the Project, and shall be paid upon the Town' s issuance of a
certificate of occupancy for the Project.
C. In addition to the Development Fee and the Availability Fee, the Town shall
pay Developer the additional amounts set forth on Exhibit E to compensate Developer
for services provided under the PSA and DA that have not been previously paid.
V. PROFESSIONAL RESPONSIBILITY
A. Developer hereby warrants that it is qualified to assume the responsibilities

and render the services described herein and has all requisite corporate authority and
professional licenses in good standing, required by law. The work performed by
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Developer shall be in accordance with generally accepted professional practices and the
level of competency presently maintained by other practicing professional firms in the
same or similar type of work in the applicable community. The work and services to be
performed by Developer hereunder shall be done in compliance with applicable laws,

ordinances, rules and regulations.
B. The Town' s review, approval or acceptance of, or payment for any services
shall not be construed to operate as a waiver of any rights under this Agreement or of any
cause of action arising out of the performance of this Agreement.
VI. OWNERSHIP
Any materials, items, and work specified in the Scope of Work, and any and all
related documentation and materials provided or developed by Developer shall be
exclusively owned by the Town. Developer expressly acknowledges and agrees that all
work performed under the Scope of Services constitutes a " work made for hire." To the
extent, if at all, that it does not constitute a " work made for hire," Developer hereby
transfers, sells, and assigns to the Town all of its right, title, and interest in such work.
The Town may, with respect to all or any portion of such work, use, publish, display,
reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such
work without providing notice to or receiving consent from Developer; provided that
Developer shall have no liability for any work that has been modified by the Town.
VII. INDEPENDENT CONTRACTOR
Developer is an independentNotwithstanding any other provision of

contractor.
this Agreement, all personnel assigned by Developer to perform work under the terms of
this Agreement shall be, and remain at all times, employees or agents of Developer for
all purposes. Developer shall make no representation that it is a Town employee for any
purposes.
Vill. INSURANCE
A. Developer agrees to procure and maintain the policies of insurance as

described on Exhibit F. The responsibility for the costs of such insurance shall be as
specified in Exhibit F.
B. Such insurance shall be in addition to any other insurance requirements

imposed by law.
The coverages afforded under the policies shall not be canceled,
terminated or materially changed without at least 30 days prior written notice to the Town.
In the case of any claims -made policy, the necessary retroactive dates and extended
reporting periods shall be procured to maintain such continuous coverage. Any insurance
carried by the Town, its officers, its employees or its contractors shall be excess and not
contributory insurance to that provided by Developer. The Town and the Town' s officers,
employees, and contractors shall be named as additional insureds under all policies.
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C. Developer shall provide to the Town a certificate of insurance as evidence

that the required policies are in full force and effect. The certificate shall identify this
Agreement.
D. Developer shall cause all contractors hired by Developer to perform work

on the Project to provide the minimum insurance coverages required by this Section, and
to include the Town and the Town' s officers, employees, and contractors as additional
insureds.
IX. INDEMNIFICATION
A. Developer agrees to indemnify and hold harmless the Town and its officers,
insurers, representatives, agents, employees and assigns from and against all claims,
liability, damages, losses, expenses and demands, including attorney fees, on account of
injury, loss, or damage, including without limitation claims arising from bodily injury,
personal injury, sickness, disease, death, property loss or damage, or any other loss of
any kind whatsoever, which arise out of or are in any manner connected with this
Agreement if such injury, loss, or damage is caused in whole or in part by, the omission,
error, professional error, mistake, negligence, or other fault of Developer, any
subcontractor of Developer, or any officer, employee, representative, or agent of
Developer, or which arise out of a worker' s compensation claim of any employee of

Developer or of any employee of any subcontractor of Developer. Developer's liability
under this indemnification provision shall be to the fullest extent of, but shall not exceed, that
amount represented by the degree or percentage of negligence or fault attributable to
Developer, any subcontractor of Developer, or any officer, employee, representative, or
agent of Developer or of any subcontractor of Developer.
B. If Developer is providing architectural, engineering, surveying or other design

services under this Agreement, the extent of Developer's obligation to indemnify and hold
harmless the Town may be determined only after Developer' s liability or fault has been
determined by adjudication, alternative dispute resolution or otherwise resolved by mutual
agreement between the Parties, as provided by C. R. S. § 13- 50. 5- 102( 8)( c).
X. WORKERS WITHOUT AUTHORIZATION
A. Certification.
Developer hereby certifies that, as of the Effective Date, it
does not knowingly employ or contract with a worker without authorization who will
perform work under this Agreement and that Developer will participate in either the E-
Verify Program administered by the U. S. Department of Homeland Security and Social
Security Administration or the Department Program administered by the Colorado
Department of Labor and Employment to confirm the employment eligibility of all
employees who are newly hired to perform work under this Agreement.
B. Prohibited Acts.
Developer shall not knowingly employ or contract with a
worker without authorization to perform work under this Agreement, or enter into a
contract with a subcontractor that fails to certify to Developer that the subcontractor shall
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not knowingly employ or contract with a worker without authorization to perform work
under this Agreement.
C. Verification.
1. If Developer has employees, Developer has confirmed the employment

eligibility of all employees who are newly hired to perform work under this
Agreement through participation in either the E- Verify Program or the Department
Program.
2. Developer shall not use the E- Verify Program or Department Program

procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
3. If Developer obtains actual knowledge that a subcontractor performing work

under this Agreement knowingly employs or contracts with a worker without
authorization who is performing work under this Agreement, Developer shall:
notify the subcontractor and the Town within 3 days that Developer has actual
knowledge that the subcontractor is employing or contracting with a worker without
authorization who is performing work under this Agreement; and terminate the
subcontract with the subcontractor if within 3 days of receiving the notice required
pursuant to subsection 1 hereof, the subcontractor does not stop employing or
contracting with the worker without authorization who is performing work under
this Agreement; except that Developer shall not terminate the subcontract if during
such 3 days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with a worker without
authorization who is performing work under this Agreement.
D. Duty to Comply with Investigations. Developer shall comply with any

reasonable request by the Colorado Department of Labor and Employment made in the
course of an investigation conducted pursuant to C. R. S. § 8- 17. 5- 102( 5)( a) to ensure that
Developer is complying with the terms of this Agreement.
E. Affidavits. If Developer does not have employees, Developer shall sign the
No Employee Affidavit" attached hereto.
If Developer wishes to verify the lawful
presence of newly hired employees who perform work under the Agreement via the
Department Program, Developer shall sign the " Department Program Affidavit" attached
hereto.
XI. DEFAULT AND REMEDIES
A. Developer Default. Each of the following is a Developer default of this

Agreement:
1.. If Developer fails to perform any of its obligations under this Agreement and
fails to remedy the same within 30 days after Developer is given a written notice
specifying the same; provided that, if the nature of the violation is such that it
cannot reasonably be remedied within 30 days, and Developer provides evidence
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to the Town that the violation cannot reasonably be remedied within 30 days, then
the violation shall be remedied as soon as reasonably practicable, but in any case,
within 90 days of the original notice of violation.
2. If an involuntary petition is filed against Developer under a bankruptcy or

insolvency law or under the reorganization provisions of any law, or when a
receiver of Developer, or of all or substantially all of the property of Developer, is
appointed without acquiescence, and such petition or appointment is not
discharged or stayed within 90 days after the happening of such event.
3. If Developer makes an assignment of its property for the benefit of creditors

or files a voluntary petition under a bankruptcy or insolvency law, or seeks relief
under any other law for the benefit of debtors.
B. Town Default. Each of the following is a Town default of this Agreement:
1. If the Town fails to perform any of its obligations under this Agreement other
than its obligation to pay the expenses and fees of the Project and fails to remedy
the same within 30 days after the Town is given a written notice specifying the
same; provided that, if the nature of the violation is such that it cannot reasonably
be remedied within 30 days, and the Town provides evidence to Developer that
the violation cannot reasonably be remedied within 30 days, then the violation shall
be remedied as soon as reasonably practicable, but in any case, within 90 days of
the original notice of violation.
2. If the Town fails to pay any amount owed to Developer under this
Agreement within 30 days after the date such payment is due.
C. Remedies.
1. If a Developer default occurs, the Town may, in its sole discretion and
without waiving any other rights under this Agreement or available to the Town,
cause construction of all or part of the Project to be completed and recover
appropriate damages from Developer. If the Town proceeds to complete all or part
of the Project, Developer shall, at the request of the Party completing the Project,
promptly deliver a copy of all of Developer's plans and specifications related to the
Improvements. In addition, if a Developer default occurs prior to the payment of
any portion of the Availability Fee, the Town shall have no obligation to pay any
portion of the Availability Fee. In addition to the specific remedies set forth herein,
the Town shall have all other remedies available at law or equity, and the exercise
of one remedy shall not preclude the exercise of any other remedy.
2. If a Town default occurs, Developer shall have all remedies available at law
or equity, and the exercise of one remedy shall not preclude the exercise of any
other remedy, provided that Developer shall not have the remedy of specific
performance against the Town. Without limiting the generality of the foregoing, in
the event a Town default occurs, Developer may terminate this Agreement upon
notice given to the Town, without waiving any of its rights or remedies hereunder.
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XII. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws
of the State of Colorado, and any legal action concerning the provisions hereof shall be
brought in Eagle County, Colorado.
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults

or breaches of this Agreement by the Town shall not constitute a waiver of any of the
other terms or obligation of this Agreement.
C. Integration. This Agreement constitutes the entire agreement between the

Parties, superseding all prior oral or written Notwithstanding the
communications.
immediately preceding sentence, this Agreement supersedes the terms and provisions of
Sections 2. d., 2. e., and 2. g. of the Pre- DA, but all other terms and provisions of the Pre-
DA shall remain in full force and effect. The DA and PSA are hereby terminated and fully
superseded by this Agreement.
D. Third Parties. There are no intended third -party beneficiaries to this

Agreement.
E. Notice.
Any notice under this Agreement shall be in writing, and shall be
deemed sufficient when directly presented or sent pre -paid, first class U. S. Mail to the
Party at the address set forth on the first page of this Agreement.
F. Severability. If any provision of this Agreement is found by a court of

competent jurisdiction to be unlawful or unenforceable for any reason, the remaining
provisions hereof shall remain in full force and effect.
G. Modification. This Agreement may only be modified upon written
agreement of the Parties.
H. Assignment.
Neither this Agreement nor any of the rights or obligations of
the Parties shall be assigned by either Party without the written consent of the other.
I. GovernmentalImmunity. The Town and its officers, attorneys and
employees, are relying on, and do not waive or intend to waive by any provision of this
Agreement, the monetary limitations or any other rights, immunities or protections
provided by the Colorado Governmental Immunity Act, C. R. S. § 24- 10- 101, et seq., as
amended, or otherwise available to the Town and its officers, attorneys or employees.
J. Rights and Remedies. The rights and remedies of the Town under this
Agreement are in addition to any other rightsprovided by law. The
and remedies
expiration of this Agreement shall in no way limit the Town' s legal or equitable remedies,
or the period in which such remedies may be asserted, for work negligently or defectively
performed.
K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the

Colorado Constitution, any financial obligation of the Town not performed during the
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current fiscal year is subject to annual appropriation, shall extend only to monies currently
appropriated, and shall not constitute a mandatory charge, requirement, debt or liability
beyond the current fiscal year.
L. Force Majeure. No Party shall be in breach of this Agreement if such Party's

failure to perform any of the duties under this Agreement is due to Force Majeure, which
shall be defined as the inability to undertake or perform any of the duties under this
Agreement due to acts of God, floods, fires, sabotage, terrorist attack, strikes, riots, war,
labor disputes, forces of nature, the authority and orders of government or pandemics.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the

Effective Date.
or L
COLORADO
oe
m
2C) bV
M Rff Manager
4Td&% igned by: ° 0RATE
Jerk
73 ec40RA
TRIU% PH
p ocu VVEL.OPMENT
igne y:
WEST, LLC
1 B0231244AD048E...
STATE OF COLORADO ) —
ss.
COUNTY OF )
The foregoing instrument was subscribed, sworn to and acknowledged before me

this day of , 2021, by as
of Triumph Development West, LLC.
S E A L)
Notary Public
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11FILESERVER20191REDIRECTED$ 1SBIBBENSIDESKTOPIPHASE 1- A101421 AGREEMENT DOCX
NO EMPLOYEE AFFIDAVIT
To be completed only if Developer has no employees]
1. Check and complete one:
I, am a sole proprietor doing business as

do not currently employ any individuals. Should I
employ any employees during the term of my Agreement with the Town of Vail ( the
Town"), I certify that I will comply with the lawful presence verification requirements
outlined in that Agreement.
OR
I, , am the sole owner/ member/ shareholder

of a [ specify
type of entity — i. e., corporation, limited
liability company], that does not currently employ
any individuals. Should I employ anyindividuals during the term of my Agreement with
the Town, I certify that I will comply with the lawful presence verification requirements
outlined in that Agreement.
2. Check one.
I am a United States citizen or legal permanent resident.
The Town must verify this statement by reviewing one of the following items:
A valid Colorado driver' s license or a Colorado identification card;
A United States military card or a military dependent's identification card;

A United States Coast Guard Merchant Mariner card;
A Native American tribal document;
In the case of a resident of another state, the driver' s license or state - issued
identification card from the state of residence, if that state requires the
applicant to prove lawful presence prior to the issuance of the identification

card; or
Any other documents or combination of documents listed in the Town' s

Acceptable Documents for Lawful Presence Verification" chart that prove
both Developer's citizenship/ lawful presence and identity.
OR
I am otherwise lawfully present in the United States pursuant to federal law.

Developer must verify this statement through the federal Systematic Alien
Verification of Entitlement (" SAVE') program, and provide such verification to the
Town.
Signature Date
11
1012112021
DEPARTMENT PROGRAM AFFIDAVIT
To be completed only if Developer participates in the

Department of Labor Lawful Presence Verification Program]
I, Steve v; rostek ,
as a public contractor under contract with the
Town of Vail ( the " Town"), hereby affirm that:
1. I have examined or will examine the legal work status of all employees who
are newly hired for employment to perform work under this public contract for services
Agreement") with the Town within 20 days after such hiring date;
2.
1 have retained or will retain file copies of all documents required by 8 U. S. C.
1324a, which verify the employment eligibility and identity of newly hired employees
who perform work under this Agreement; and
3. 1 have not and will not alter or falsify the identification documents for my
ljWedQFf.hqS9ployees who perform work under this Agreement.
stwt, UtrbsbA Date

10/ 21/ 2021
M822P YLAD048E...
STATE OF COLORADO
ss.
COUNTY OF )

this day of 2021, by as
of
S E A L)
Notary Public
12
1012112021
EXHIBIT A
LEGAL DESCRIPTION
FIRST AMENDMENT OF LOT 3, AMENDED FINAL PLAT MIDDLE CREEK
SUBDIVISION, A RESUBDIVISION OF LOT 1, COUNTY OF EAGLE, STATE
OF COLORADO
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EXHIBIT B
SCOPE OF WORK
Developer' s Duties:
During the term of this Agreement, Developer shall cause completion of Phase 1
of the Project, which includes demolition of the existing structures, construction of the
micropile and soil shoring system, all excavation and export required for the installation
of this shoring system, and permanent storm and groundwater system that is integral to
the shoring system, in accordance with the following plans:
Drawinq Title Date
Civil
C1. 0 Civil Notes October 8, 2021
C1. 1 Existing Conditions -Demolition October 8, 2021
C1. 2 Site Plan October 8, 2021
C2. 0 Grading and Drainage Plan October 8, 2021
C2. 1 Earthworks October 8, 2021
C2. 2 Wall Profiles October 8, 2021
C3. 0 Storm Sewer Plan October 8, 2021
C4. 0 Utility Plan October 8, 2021
C5. 0 Erosion Control Plan October 8, 2021
C7. 1 Drainage/ Utility Details October 8, 2021
C7. 3 Erosion Control Details October 8, 2021
Temporary & Permanent Micropile & Ground Nail Walls

B. 1. 01 Cover September 30, 2021
B. 1. 02 Locations September 30, 2021
B. 1. 03a Profiles September 30, 2021
B. 1. 03b Profiles September 30, 2021
B. 1. 04 General Notes September 30, 2021
B. 1. 05 Sections September 30, 2021
B. 1. 06a Typical Sections & Details September 30, 2021
B. 1. 06b Typical Sections & Details September 30, 2021
In addition, Developer shall perform the following work in furtherance of Phase 2

of the Project:
Develop and maintain a Master Project Budget, including all Project costs, and
update the budget monthly, reflecting changes and trending from the previous
budget, as well as contingency allocations for Town review.
Finalize Phase 2 cost estimates and present the information to the Town for
review.
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Coordinate a value engineering exercise with the Town and the general contractor
for Phase 2 to further evaluate the total cost of the Project.
Complete Phase 2 " For Construction Design Documents"
Negotiate and execute a Phase 2 Development Agreement no later than February

15, 2022.
Develop and maintain a Master Project Schedule for the Project and update the
Schedule monthly for Town review.
Hold weekly meetings with the Project design team, construction team and the
Town.
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EXHIBIT C
SCHEDULE
Milestone Schedule:
In performance of the duties described above, Developer shall achieve the
following schedule activities:
TOV Approved Shoring Material Order October 7, 2021

CGL School Vacated October 19, 2021
Town Council Approves Agreement October 19, 2021
Town of Vail Approval of Notice of Award October 20, 2021
Town of Vail Approval of Notice To Proceed October 25, 2021
Mobilize onsite October 25, 2021
Required Demo Gas Line By Xcel Gas November 5, 2021
Commence Shoring November 22, 2021
Building Demolition December 15, 2021
Finish Shoring May 13, 2022

Additional Time for Anticipated Weather Days
15 total days) June 10, 2022
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EXHIBIT D
TOTAL PROJECT COSTS
Cost Category Project Cost Earned to Date
Shaw Preconstruction 20, 000. 00 5, 000. 00
Shoring Design 4,950.00 4, 950.00

Schofield Contract:
Traffic Control 5, 000. 00
Temporary Facilities 38, 052. 00

Construction Fence 20, 000. 00
Surveying 10, 000. 00
Equipment Mobilization/ Demobe 7, 500. 00

Bonds & Insurance 31, 502. 00
Project Management 44, 446. 00
Temp & Permanent Soil Nail Wall 965, 000. 00
Demo 133, 000. 00

Erosion Control 6, 800. 00
CutlExport to East Vail or Equivalent 429, 828. 00

Wall Drain 26, 862. 00
Street Sweeping 28, 800. 00
Wi nter Conditions 32 , 800. 00
Builders Risk Insurance 18, 462. 00

TCS Traffic Control 12, 600. 00
Export Down Valley to SE Provided Site 240, 000.00

Total Construction Costs 2,075, 602.00 9, 950. 00
Architecture 321 , 725. 00 208, 125. 00

Design Consultants
Civil Engineering 30, 000. 00 11, 213. 75

Landscape 10, 000. 00 1, 500.00
Survey 2, 500. 00
Tide 1, 000. 00
Geotech and Wall Design 20, 000. 00
Utility Disconnect 15, 000. 00

Hazardous Material Disposal 5, 000. 00
Misc 3, 500. 00 588.01
Total Softcost 408, 725- 00 221, 426.76
Developer Fee ( 6%) 160, 239. 09 13, 882. 61
Contingency ( 7. 5%) 186, 324. 53
Total Project Costs 2,830, 890.62 245,259.37
5
1011512021
Total Proiect Cost Allowances, Qualifications and Exclusions:
Electric transformer demolition is not included and will be used for temporary
construction power.
Over -excavation, replacement material and re -compaction of any unsuitable soils

is not included.
Demolition of buried underground facilities other than utility services that are
exposed during excavation is not included.
Rock excavation and disposal for rock larger than 1 cubic yard or rock formation
that cannot be reasonably excavated with a CAT 330 Excavator is not included.
Special handling required for large quantities of rock such as breaking,

stockpiling and handling to allow for export is not included.
Dewatering costs are not included.
The cost of Town permits, tap fees, and inspection fees are not included.
Demolition of visible existing walls and MSE gravity walls is included. Demolition
for unanticipated shotcrete, soil nails or other earth retention systems is not
included.
Demolition and removal of hazardous material including asbestos, freon and

fluorescent bulbs is included as a $ 5, 000 allowance.
Direct utility disconnect costs are included as $ 15, 000 allowance.
Changes to Contract Price:

1. A credit of $ 15 per cubic yard will be provided for export material that is
brought to the East Vail Berm site or another in -town location with the same
travel times and logistics. Trips and soil quantities will be tracked with tickets.
2. Work that is not included in this proposal will be tracked with tickets and
billed on a Time & Materials basis based on the Schofield Excavation 2019
Hourly Rate Sheet.
6
1011512021
SCHOFIELD
2019 HOURLY RATE SHECr

CAT 349 EXCAVATOR 275. 00

CAT 325 EXCAVATOR WITH 225. 00

CAT 315 EXCAVATOR WITH 190. 00

EXCAVATOR W/ BREAKER 450. 00
CAT D6 DOZER 225. 00
CAT 980 WHEEL LOADER 300. 00

CAT 950 LOADER W/ ASPHALT ZIPPER 325. 00
JOHN DEERE 624 WHEEL LOADER 185. 00

JOHN DEERE 544 WHEEL LOADER 185. 00
GEHL 5640 SKIDSTEER 165. 00
GEHL CTL 60 SKIDSTEER 165. 00

CAT 299 SKIDSTEER 165. 00
SKIDSTEER WITH BREAKER 250. 00
CAT 143 BLADE 200. 00
CAT CP56 SHEEPS FOOT ROLLER 200. 00
BOMAG SMOOTH DRUM ROLLER 170. 00

HAMM SMOOTH DRUM ROLLER 170. 00
HYPAC DOUBLE DRUM ROLLER 150. 00
WALKBEHIND ROLLER 100. 00

PLATE COMPACTOR/ JUMPING JACK 130. 00*
TRUCK W/ TRAILER 120. 00

TRACTOR WI END DUMP TRAILER 130. 00
TRACTOR W/ LOWBOY 150. 00

TANDEM DUMP TRUCK 105. 00
WATERTRUCK 105. 00
WATER TRAILER 300. 00*

TYMCO STREET SWEEPER 300. 00
LIGHT PLANT 300. 00*
GROUND THAW MACHINE 1, 100. 00*

COMPRESSOR AND JACKHAMMER 350. 00*
5000W GENERATOR 100. 00*
PROJECT MANAGER 125. 00
SUPERVISOR 100. 00
OPERATOR 70. 00
LABOR 55. 00
TRENCH BOX RENTALS START AT 330. 00*

REFLECTS DAILY RATE
Overtime labor rates are 1. 5x the above rates fur time over 40 hours per week and Saturdays. 2x above rates
for nights ( work after 5pm) I Sundays I or holidays.
Subconlractur and material costs shall include 15% markup.

Any rate not included on this sheet will be quoted at the time it is needed.
7
1011512021
EXHIBIT E
SUMMARY OF DEVELOPER PRIOR COMPENSATION
Budget Paid To Balance Total
Category Amount Date Remaining Compensation
3123121 Development Agreement

Direct Expenses 390, 000. 00 367, 956. 56 - 367, 956. 56
Developer Fee 300, 000- 00 200, 000- 00 100, 000. 00 300, 000- 00
F F'
DA Total 690, 000- 00 567, 956- 56 100, 000. 00 667, 956. 56
8117121 Professional Services Agreement

IF
Architecture 321, 725- 00 174, 125- 00 34, 000. 00 208, 125. 00
P'
Civil Engineering 30, 000. 00 6, 008. 75 5, 205. 00 11, 213- 75
IF
Landscape 10, 000- 00 1, 500- 00 1, 500. 00
IF
Survey 2, 500- 00
IF
Title 1, 000. 00
IF
Geotech 7, 500. 00
IF
Construction Precon 150, 000. 00 9, 950. 00 9, 950- 00
P'
Misc 1, 000- 00 381- 53 206. 48 588- 01
r
Triumph Fee ( 6%) 34, 423. 50 10, 920. 92 2, 961. 69 13, 882. 61
IF
Contingency 50, 000. 00
PSA Total 608, 148- 50 192, 93620 52, 323. 17 245, 259. 37
8
1011512021
EXHIBIT F
INSURANCE AND BONDING REQUIREMENTS
Performance and Payment Bonds
Each contractor entering into a Project Contract for the construction of the Project shall
be required to furnish a performance and payment bond in a form acceptable to the Town,
copies of which shall be provided to the Trustee. Such bonds shall be made payable to
the Town and the Trustee as co -obliges, subject to the provisions of the Indenture, shall
be executed by a corporate surety licensed to transact business in Colorado and
acceptable to the Town, and shall be in an amount equal to the contract price for such
contractor' s Project Contract. If, at any time during the construction of the Project, the
surety on such bond shall be disqualified from doing business within the Colorado, or
shall otherwise become incapable of performing its obligations under such bond, an
alternate surety acceptable to the Town shall be

provided. In the event of any change
order resulting in the performance of additional work in connection with the Project, the
amounts of such bonds pertaining thereto shall be increased to include the cost of such
additional work or materials or fixtures to be incorporated in the Project as a cost of the
Project.
Professional Errors and Omissions Liability Insurance
Each design consultant for the Project shall obtain and maintain professional liability
insurance for damages for claims by reasons of any negligent act, error or omission
committed or alleged to have been committed by them or anyone for whom they are liable,
in an amount of not less than $ 2, 000, 000 per claim and $ 2, 000, 000
aggregate. Professional liability insurance coverage may be structured to provide
coverage on a " claims - made" basis; provided, however, the professional liability
insurance coverage shall remain in effect for the period set out in
C. R. S. § 13- 80- 104.
Deductibles for such insurance shall be paid by the design
consultants. The limits of this insurance shall not be reduced unless approved by the
Town in writing.
Contractor' s Commercial General Liability Insurance
Each contractor entering into a Project Contract for the construction of any portion of the
Project shall be required to procure and maintain Commercial General Liability Insurance
during the duration of such contractor' s Project Contract in the amount of at least
2, 000, 000 each occurrence and $ 4,000, 000 general aggregate (which coverage can be
provided through a combination of General Liability Insurance and Umbrella

Insurance). The policies shall be applicable to all premises and operations. Such policies
shall include the Town and the Trustee as additional named insureds and shall include a
provision prohibiting cancellation or termination without thirty (30) days prior written notice
to the Town and the Trustee. A certificate of insurance in a form acceptable to the Town
shall be provided to the Town and the Trustee with respect to each contractor. Such
insurance shall
provide protection from all claims for
bodily injury, including death,
property damage, contractual liability and completed operations.
9
1011512021
Design Consultant' s General Liability Insurance
Each design consultant entering into a Project Contract for the design of any portion of
the Project shall be required to procure and maintain Commercial General Liability
Insurance during the duration of such design consultant' s Project Contract in the amount
of at least $ 1, 000, 000 each occurrence, and $ 2, 000, 000 general aggregate. The policies
shall be applicable to all premises and operations. Such policies shall include the Town
and the Trustee as additional named insureds and shall include a provision prohibiting
cancellation or termination without thirty ( 30) days prior written notice to the Town and the
Trustee. A certificate of insurance in a form acceptable to the Town shall be provided to
the Town and Trustee with respect to each design consultant. Such insurance shall
provide protection from all claims for bodily injury, including death, property damage,
contractual liability and completed operations.
Contractor' s Automobile Liability Insurance
Each contractor entering into a Project Contract for the construction of any portion of the
Project shall be required to procure and maintain automobile liability insurance with
minimum combined single limits for bodily injury and property damage of not less than
1, 000, 000 for any one occurrence with respect to each of the contractor' s owned, hired
or non -owned vehicles assigned to or used in performance of its work.
Builder' s Risk Insurance
Developer or contractor shall provide Builder's Risk Insurance with minimum limits in the
amount Total Construction Costs. A certificate of insurance shall be provided to the
Trustee and the Town within seven Business Days of the effective date of the
policies. The policies shall be writtenon an " all risk" basis and shall name the Town and
the Trustee as insureds. The policies shall contain a waiver of subrogation by the issuer
of such policies with respect to the Town and the Trustee, and their respective officers,
agents and employees while acting within the scope of their employment. This policy will
be in place the duration of the Work.
Design Consultant' s and Contractor' s Worker' s Compensation Insurance
Each design consultant and contractor entering into a Project Contract shall be required
to procure and maintain, at its own cost and expense, worker's compensation insurance
during the term of its Project Contract covering its employees working thereunder. Such
insurance, if issued by a private carrier, shall contain a provision that such coverage shall
not be canceled without thirty ( 30) days' prior written notice to the Town and the
Trustee. A certificate issued by the state compensation insurance fund evidencing such
coverage shall be provided to the Town and the Trustee or, if such insurance is provided
by a private carrier, a completed certificate of insurance, in a form acceptable to the Town,
shall be provided to the Town with respect to each design consultant and
contractor. Minimum limits of Worker' s Compensation Insurance shall be $ 500, 000 each
accident; $ 500, 000 disease policy and $ 500, 000 disease each employee.
Proceeds of Certain Insurance Policies and Performance Bonds
10
1011512021
The Net Proceeds of any performance or payment bond or insurance policy and any Net
Proceeds received as a consequence of default under a Project Contract shall be
deposited into the Town' s Construction Fund for the development.
11
1011512021
Non- Conversion Covenant
This Non- Conversion Covenant (" Covenant') is executed by Triumph Development
West, for itself, its successors and assigns ( collectively, " Grantor"), for the benefit of Shaw
Builders LLC, a Colorado limited liability company (" S/, aw").
Recitals
A. Grantor is the owner of the real property commonly known as ( 129 North
Frontage Road, West Vail CO 816S7I and legally described on Exhibit A attached hereto ( the
Property").
B. Grantor and Shaw are parties to that certain [ AIA Document AlOl- 2017
Standard Form of Agreement Between Owner and Contractor), dated as of2/ 18/ 2022 ( the
Construction Contract"), pursuant to which Shaw agreed to construct an Apartment ( as defined
below) building on the Property ( the " Project").
C. Pursuant to the Construction Contract, Grantor or Shaw is required to purchase
and maintain commercial general liability primary and excess insurance policies covering the
Project. Such insurance policies contain an exclusion ( the " Exclusion") for claims related to
condominiums, single- family dwellings, town- homes or multi- family dwellings ( individually, a
Residential Property" and collectively, " Residential Properties"). The term " Residential
Properties" does not include " Apartments", which are defined as a unit ofresidential real
property in a multi- unit residential building where all the units are owned by and titled to a single
person or entity.
D . If the Project were converted to a Residential Property, then ( due to the
Exclusion) Shaw would not have insurance coverage for construction defect and related claims.
Exposure to such potential claims exists prior to the expiration of the Statute of Repose ( as
defined below).
E. In order to assure Shaw that a conversion of the Project to a condominium or
Residential Property prior to the expiration of the Statute of Repose will not leave Shaw without
insurance coverage due to the Exclusion, Section 15. 7. 8 of the AIA 102 of the Construction
Contract requires that Grantor execute and record this Covenant.
F. For purposes of this Covenant, the term " Statute of Repose" means the six- year
period provided in C. R. S. § 13- 80- 104( 1)( a), plus the two- year period provided in C. R. S. § 13-
80- 104( 2) ( or currently a total of eight years) and, in the event either such periods are extended
by amendment of such statute or adoption of a new statute replacing or amending C. R. S. § 13-
80- 104, then the Statute of Repose for purposes of this Covenant shall be such extended period.
1
G. Grantor is recording this Covenant in satisfaction of its obligation pursuant to
Section 15. 7 .8 o the AIA 102 of the Construction Contract.
Covenants
In consideration of the Recitals, Shaw' s execution of the Construction Contract and
willingness to construct the Project and the sum of $10. 00 in hand paid, and other good and
valuable consideration, the receipt and sufficiency of which Grantor hereby acknowledges,
Grantor, for itself, its successors and assigns, covenants and agrees as follows:
1. Covenant Prol,ibiting Conversion to Residential Properties. Grantor shall not

Convert ( as defined below) the Project to condominiums or other Residential Properties prior to
the expiration of the Statute of Repose applicable to claims against Contractor with respect to
construction of improvements on the Project. This Covenant is enforceable by Shaw, its
successors and assigns. For purposes of this Covenant, the term " Convert" ( or words of similar
import) means condominiumizing the Project, subdividing the Project or employing any other
method in which title to individual units in the Project may be transferred to new owners.
2. Release. Within thirty ( 30) days following Grantor' s request after expiration of
the Statute of Repose applicable to claims against Contractor with respect to construction of
improvements on the Project, Shaw shall, at Grantor' s expense, execute and record in the real
property records of the county in which the Property is located a release and tennination of this
Covenant. This Covenant may not be released by Grantor.
3. Covenant Running with the Land. This Covenant will remain a covenant
running with the land with respect to the Property and will continue to bind the Grantor, its
successors and assigns, and any future owners of any interest in the Property, for the benefit of
Shaw, its successors and assigns .
4. Recording. This Covenant shall be recorded in the real property records of the
Clerk and Recorder of Eagle County, Colorado.
5. Governing Law. This Covenant shall be governed by, and construed, interpreted,
and enforced in accordance with, the laws of the State of Colorado.
IN WITNESS WHEREOF, Grantor has executed this Non- Conversion Covenant as of the
date first above set forth.
GRANTOR
Owner]
2
STATE OF COLORADO )
COUNTY OF f. ~ l e_.
)
The foregoing instrument was acknowledged before me this 11._{ ay of &l,t!:AAlf , 20 .z.z_,,
by Sc. ott ' lob: soo as ~ N\ ~ for [ Owner], a
Town of \IQ,\\ .
STEPHANIE BIBBENS
NOTARY PUBLIC • STATE OF COLORADO
NOTARY ID 20194026845
MY COMMISSION EXP IRES JUL 18, 2023
My Commission expires: , J,,. /' 1 I Ti 20Z.$
Accepted by Shaw Builders LLC:
Shaw Builders LLC
By:_ St~ Sam) Meyer
I~, l.~
STATE OF COLORADO ) Co \ oy-~( io
COUNTYOF __ ) M- l~ot
The foregoing instrument was acknowledged before me this 23 day of ft,.,,,11 ._,--{, 20 Z.'2...
by Sll,'M Mti:tY'." as f (' · for Shaw Construction Apartments
LLC, a Colorado limited liability company .
Witness my hand and official seal.
WHITNEY FLEETWOOD
Noterv Public
St• t• of Colorado
Notary Public Notary ID t 20184025613
Mv Commlaalon E><Pires 07-09-2023
My Commission expires :
3
EXHIBIT A
Legal Description of Property
FIRST AMENDMENT OF LOT 3, AMENDED FINAL PLAT MIDDLE CREEK SUBDIVISION, A RESUBDIVISION OF
LOT 1, COUNTY OF EAGLE, STATE OF COLORADO
4
WEST MIDDLE CREEK DEVELOPMENT
Preliminary Feasibility Study and Analysis
9.13.18
Table of Contents
Cover .................................................................................................... 1
Table of Contents ................................................................................. 2
Memorandum ................................................................................…… 3
I Summary............................................................................................. 4
II Purpose ............................................................................................. 4
III Zoning .............................................................................................. 5
IV Land Use .......................................................................................... 8
V Pedestrian/Vehicle Circulation.......................................................... 10
VI Slope Analysis .................................................................................. 11
VII Hazards/Geotech ............................................................................ 13
VIII Wildlife .......................................................................................... 15
IX Floodplain .................................................................................…….. 16
X Utilities .............................................................................................. 17
XI Open Space ....................................................................................... 19
XII Vehicular Access .............................................................................. 20
XIII Fire Access and Public Safety .......................................................... 21
XIV Potential Development ................................................................... 22
XV Construction Cost Analysis................................................................ 24
XVI Conclusion ....................................................................................... 25
XVII Attachments.................................................................................... 25
Town of Vail Page 2

MEMORANDUM
To: Vail Town Council
From: George Ruther, Housing Director
Date: May 15, 2018
Subject: Exploratory Discussion for Survey Concerning Natural Area Preservation Rezoning (Middle Creek
Subdivision)
I. Purpose
Vacant and available land resources and suitable sites for deed-restricted housing development within the Town of
Vail remain in short supply. To that end, a conversation has started regarding a certain undeveloped property in
Vail. The property in question is generally located west of the Middle Creek drainage along the northerly edge of the
North Frontage Road and legally described as Tract A, Middle Creek Subdivision. To date, much of the conversation
about this property and its suitability for residential development has been speculative in nature and absent any
objective information or data. In addition to a number of other relevant considerations, the feasibility of residential
development on the property remains a significant unanswered question. To better understand the feasibility of
development additional information is needed.
The purpose of this memorandum is to:
1) Share background information on the property
II. Background
A preliminary site feasibility study was completed for Tract A, Middle Creek Subdivision in December of 2017. In
summary, the study examined the opportunities and constraints of development on the property utilizing public
record information found on the Town’s GIS. Areas of analysis included: land use, zoning, pedestrian/vehicular
circulation, geologic hazards, wildlife habitat, floodplain, utilities and open space. A complete copy of the
preliminary study has been attached for reference. The study did not include more in depth objective analysis such
as boundary survey, site specific topographic data, suitability of soils, vehicular access information, etc.
III. Town Council Request
On April 17, 2018, the Vail Town Council instructed staff to return to a future Town Council meeting with an
estimated cost to obtain more in depth objective information on the property. Included is a partial boundary survey,
a review of probable soils conditions based upon soils investigations completed for several adjoining properties,
identification of the 100-year Middle Creek floodplain, availability of utilities consultation with a traffic engineer, and
a preliminary site layout and massing study by an architect/land planner.
Town of Vail Page 3

I. SUMMARY
The Town of Vail Community Development Department is examining the site feasibility for
future residential development on Tract A, Middle Creek Subdivision, parcel number 2101-
064-09-003. The site is located west of the Vail Village (Exit 176) interchange, bounded by
US Forest Service (USFS) to the north, I-70 ROW and North Frontage Road to the south,
Middle Creek housing development and Mountain Bell Tower site to the south and east, a
metes and bounds
±26 acre parcel owned by the Town of Vail to the east, and Solar Vail apartments to the
west. The site highlighted below totals 17.87 acres and is owned by the Town of Vail.
Town of Vail Page 1
II. PURPOSE
The purpose of this memo is to present the initial findings of a Site Feasibility Study. The intent
of the study is to share the feasibility of potential residential development on the site. This report
examined both the constraints and opportunities through Geographic Information Systems
(GIS) analysis. The areas of analysis include: zoning, land use, pedestrian/vehicle circulation,
steep slopes, rock fall, debris flow, debris avalanche, wildlife, floodplains, utilities, and open
space.
The report investigates construction cost implications of development of site.
Town of Vail Page 4

III. ZONING
The site contains two types of zone districts; with 12.82 acres (72%) zoned Natural Area
Preservation (NAP) and 5.05 acres (28%) zoned General Use (GU). The surrounding zone
districts include:
North: N/A (US Forest

Service Land) South:
Housing (I-70)
East: Natural Area
Preservation
West: Housing and Natural
Area Preservation
The NAP district is the

Town’s most restrictive
zone district which is
intended to protect lands in
their natural state. The
purpose of the NAP zone
district is:
The natural area preservation district is designed to provide areas which, because of their
environmentally sensitive nature or natural beauty, shall be protected from encroachment by any
building or other improvement, other than those listed in section 12-8C-2 of this article. The natural
area preservation district is intended to ensure that designated lands remain in their natural state,
including reclaimed areas, by protecting such areas from development and preserving open space.
The natural area preservation district includes lands having valuable wildlife habitat, exceptional
aesthetic or flood control value, wetlands, riparian areas and areas with significant environmental
constraints. Protecting sensitive natural areas is important for maintaining water quality and aquatic
habitat, preserving wildlife habitat, flood control, protecting view corridors, minimizing the risk from
hazard areas, and protecting the natural character of Vail which is so vital to the town's tourist
economy. The intent shall not preclude improvement of the natural environment by the removal of
noxious weeds, deadfall where necessary to protect public safety or similar compatible
improvements.
Town of Vail Page 5

The following uses are permitted and conditional uses in the NAP district:
Permitted Uses Conditional Uses

Nature preserves. Equestrian trails, used only to access national forest
system lands.
Interpretive nature walks.
Parking, when used in conjunction with a permitted or
conditional use.
Paved and unpaved, non-motorized, bicycle paths and
pedestrian walkways.
Picnic tables and informal seating areas.
Other uses customarily incidental and accessory to
permitted or conditional uses and necessary for the
operation thereof, with the exception of buildings.
The purpose of the GU zone district is:
The general use district is intended to provide sites for public and quasi-public uses which, because of
their special characteristics, cannot be appropriately regulated by the development standards prescribed
for other zoning districts, and for which development standards especially prescribed for each particular
development proposal or project are necessary to achieve the purposes prescribed in section 12-1-2 of
this title and to provide for the public welfare. The general use district is intended to ensure that public
buildings and grounds and certain types of quasi-public uses permitted in the district are appropriately
located and designed to meet the needs of residents and visitors to Vail, to harmonize with surrounding
uses, and, in the case of buildings and other structures, to ensure adequate light, air, open spaces, and
other amenities appropriate to the permitted types of uses.
The following uses are permitted and conditional uses in the GU district. Conditional uses shall
be permitted in the GU district, subject to issuance of a conditional use permit in accordance
with the provisions of 12-16-1.
Ordinance No. 19, Series of 1995, changed the zoning of 67 properties in the Town of Vail from their
previous zoning to the NAP District, Outdoor Recreation (OR) District, or the General Use (GU) District.
This was done by the Town to address legal non conforming uses, improve protection of sensitive
natural resources, and to ensure the appropriate zoning of outdoor recreational areas. The Planning
and Environmental Commission (PEC) reviewed the proposed zoning changes on September 24, 1995
and voted 4-2-1 to recommend approval. Town Council voted 6-1 to approve Ordinance No. 19, Series
of 1995 on second reading. After the passage of Ordinance No. 19, Series of 1995, the zoning of the
subject site was amended from Agricultural
& Open Space (AOS) to both NAP and GU in 1995.
The subject site falls within property number 34 and 35 in Ordinance No. 19, Series of 1995, which
highlights unique features of the site as moderate debris flow and medium rock fall geographic
hazards for the site. The previous zoning for the site at the time of the Ordinance No. 19, Series of
1995, was Agricultural and Open Space (AOS). The current zoning designation of NAP and GU
resulted from the passage of the Ordinance.
Town of Vail Page 6

Permitted Uses Conditional Uses
Bicycle and pedestrian paths.

Communications antennas and Child daycare centers.
appurtenant equipment. Equestrian trails.
Employee housing units, as further Golf courses.
regulated by chapter 13 of this title. Healthcare facilities.
Passive outdoor recreation areas, and Helipad for emergency and/or community use.
open space
Major arcades.
Plant and tree nurseries, and associated structures,
excluding the sale of trees or other nursery
products, grown, produced or made on the
Conditional Uses (provided such use is
premises.
accessory to a parking structure) Public and private parks and active outdoor
recreation areas, facilities and uses.
Offices.
Public and private schools.
Restaurants.
Public and quasi-public indoor community facilities.
Ski and bike storage facilities.
Public buildings and grounds.
Sundries shops.
Public parking structure.
Tourist/guest service related facilities. Public theaters, meeting rooms and convention
Transit/shuttle services. facilities.
Public tourist/guest service related facilities.
Public transportation terminals.
Public unstructured parking.
Public utility and public service uses.
Religious institutions.
Seasonal structures or uses to accommodate
educational, recreational or cultural activities.
Ski lifts, tows and runs.
Water and sewage treatment plants.
Town of Vail Page 7

IV. LAND USE PLAN
The Land Use Plan was adopted in 1989 to guide development for the Town of Vail, with its
primary focus on the long-term needs and desires of the Town as it progresses and matures.
The adopted map of the Vail Land Use Plan shows a recommendation of Open Space for the
property, which totals 17.87 acres (100%) of the site as Open Space. Land use of the adjacent
properties include:
North: N/A
South: Public/Semi-Public and High Density Residential
East: Open Space
West: Medium Density Residential and Open Space
The Open Space category is defined as follows:
Passive recreation areas such as greenbelts, stream corridors and drainage ways are the types
of areas in this category. Hillsides which were classified as undevelopable due to high hazards
and slopes over 40% are also included in this area. These hillside areas would still be allowed
types of development permitted by existing zoning, such as one unit per 35 acres, for areas in
agricultural zoning. Also, permitted in this area would be institutional / public uses.
This property was likely included in this category due to geologic hazards, including medium
severity rockfall and moderate hazard debris flow areas, and due to slopes in excess of 40%. A
geologic hazards figure and slope figure are shown later in the study.
Town of Vail Page 8

Goal statements were developed from the Vail Land Use Plan and should be used in the
evaluation of any development proposal. The two most applicable categories for this site include
General Growth / Development and Residential. All goal statements in the Vail Land Use Plan
should be reviewed for the project. Below are several examples of goal statements relevant to
the property when reviewing for development:
1. General Growth / Development
1.1. Vail should continue to grow in a controlled environment, maintaining a balance

between residential, commercial and recreational uses to serve both the visitor and the
permanent resident.
1.2. Development proposals on the hillsides should be evaluated on a case by case basis.
Limited development may be permitted for some low intensity uses in areas that are not
highly visible from the Valley floor. New projects should be carefully controlled and
developed with sensitivity to the environment.
1.3. Development of Town owned lands by the Town of Vail (other than parks and open
space) may be permitted where no high hazards exist, if such development is for public
use.
1.4. Town owned lands shall not be sold to a private entity, long term leased to a private
entity or converted to a private use without a public hearing process.
1.5. Vail should accommodate most of the additional growth in existing developed areas
(infill areas).
2. Residential
2.1. Additional residential growth should continue to occur primarily in existing, platted areas
and as appropriate in new areas where high hazards do not exist.
2.2. Affordable employee housing should be made available through private efforts, assisted
by limited incentives, provided by the Town of Vail, with appropriate restrictions.
2.3. The existing employee housing base should be preserved and upgraded. Additional
employee housing needs should be accommodated at varied sites throughout the
community.
Town of Vail Page 9

V. PEDESTRIAN / VEHICLE CIRCULATION
The five minute walk is a standard that is best described as the average distance that a
pedestrian is willing to walk before choosing to drive. The average walking speed of a human is
at approximately 3 miles per hour, which translates to ¼ of a mile in five minutes. The figure
below shows a transportation network walking analysis with 5, 10, and 15-20 minute walk times
highlighted based on the four major routes highlighted from the site. All routes highlighted below
begin from the site center point and extend south to the edge of the site. The routes shown fall
within the following walk times:
5 Minute Walk Time

• Center point to Middle Creek bus station
10 Minute Walk Time

• Center point to Sandstone School bus station
15 - 20 Minute Walk Time

• Center point to Lionshead Parking Structure
• Center point to Vail Village Parking Structure
Town of Vail Page 10

VI. SLOPE
Slope has been divided into three categories – below 30%, 30% - 40%, and above 40%. All
areas over 40% slopes are considered steep slopes per the Vail Land Use Plan. Per the Vail
Town Code zoning regulations, slopes in excess of 30% slope are considered “excessive
slopes”. The existing, natural gradient of the undisturbed land surface is a naturally steep site.
13.84 acres (77%) of the site are above 40% slope, 2.28 acres (13%) are 30% - 40% slope, and
only 1.77 acres (10%) of the site are below 30% slope.
The Town Code states no structure shall be built on a slope of forty percent (40%) or greater
except in single-family residential, two-family residential, or two-family primary/secondary
residential zone districts. A variance would be required in this event to build on a slope greater
than 40% due to the practical difficulty resulting from topographic conditions on the site.
Additionally, not more than sixty percent (60%) of the total site area may be disturbed from
present conditions by construction activities. The design review board (DRB) may approve site
disturbance in excess of the sixty percent (60%) maximum if specific design criteria warrant the
extent of the requested deviation.

A proposed project on the site should utilize areas less than 40% slope wherever possible. The
following graphic demonstrates the optimal location for a potential project on the site.

VII. HAZARDS
The site contains medium severity rockfall areas and moderate hazard debris flow areas. 13.72
acres (77%) of the site is within medium severity rockfall area, while 1.46 acres (8%) of the site
is within moderate hazard debris flow. Due to the site containing areas identified as rockfall and
debris flow, the site must undergo site specific geologic investigations. No initial application for a
building permit, grading permit or major or minor subdivision shall be approved until a site
specific geologic investigation is complete by a “professional geologist”. Any development on
the site will require site specific studies for rockfall and debris flow with building permit
application or with Design Review Board (DRB) application if it is for a multi-family or
commercial development.
Geotechnical Engineering Study
A recent geotechnical study executed in 2018 for a new employee housing development at the
existing Solar Vail has confirmed favorable conditions and we can assume similar conditions for this
site. This report was produced by H-P Kumar. H-P Kumar has estimated a $6,000 – $6,800
proposal fee to perform the necessary drilling and evaluation for this specific site.
Excerpts from recent Solar Vail Geotechnical Engineering Study:
Groundwater -“No free ground water was encounter in the borings at the time of drilling and the
subsoils were slightly moist to moist.”
Soil Stability - “The hillside above the building site is steep, at the grade of about 40% but does not
show signs of instability.”

Soil Bearing Pressure - “Footings place on the undisturbed natural granular soils or bedrock
should be designed for an allowable bearing pressure of 5,000 psf.”
Rockfall
A Debris Flow and Rockfal Hazard Analysis was performed for the area above what is now
Middle Creek Village in November of 1992 by Mears and Wilbur.
Excerpts from Flow and Rockfall Hazard Analysis for Middle Creek:
“Rockfall is not a potential hazard to the proposed development as shown on a conceptual

site plan prepared on 3-19-92 by Alpine International. This conclusion is based on the following
observations:
a. Rockfall source areas do not exist above the eastern portion of the proposed
development (the East Parcel)
b. Although rockfall may occur above the “West Parcel” it will consist of
moderate-sized, rare rockfall events that will not reach the proposed building.”
In conclusion our site is similar to the “eastern portion” discussed in the report and we
can hope for no potential rockfall.
A rockfall study can be provided for this site by Mears and Wilbur:
“Thanks for contacting us about rockfall consulting near Middle Creek. I have contacted my partner
Chris Wilbur and we have reviewed previous proposals and reports in the immediate area with similar rockfall
exposure. Based on this review and our experience in Vail over the past 4 decades we estimate our
consulting services (topographic modeling, site visit, application of 2D and 3D quantitative rockfall models [if
needed], hazard evaluation, mitigation concepts [if needed], and report) would range from $7,000 to $10,000.
We hope this provides sufficient information for you at this planning stage of the project. We can provide a
detailed proposal if requested. Art Mears, P”

VIII. WILDLIFE
According to Colorado Parks and Wildlife data, the site contains the following types of wildlife:
1. Black Bear: Overall Range, Summer Concentration, Human Conflict Area

2. Boreal Toad: Overall Range
3. Elk: Summer Range, Overall Range
4. Lynx: Potential Habitat
5. Moose: Overall Range, Summer Range
6. Mountain Lion: Human Conflict Area, Overall Range
7. Mule Deer: Overall Range, Summer Range
8. Terrestrial Garter Snake: Overall Range
While the entire valley/watershed is shown as Boreal Toad and Lynx habitat based on
Surveying and Mapping (SAM) maps, this site is not suitable habitat for either species due to
lack of water in the case of Boreal Toads and lack of cover/presence of human disturbance and
activity in the case of Lynx.
The Boreal Toad is presently listed as a state endangered species by the state of Colorado.
Lynx are presently listed as a federally threatened and state endangered species. This
designation does not restrict future development, due to the site providing no suitable habitat to
either species. A more detailed field inspection would be needed to verify the data specifically
for the site.

IX. FLOODPLAIN
Middle Creek flows through a small portion (0.58 acres) of the site, west of the Mountain Bell
Tower and Middle Creek housing development. The area is identified as a Hazard Area on the
Federal Emergency Management Agency (FEMA) Flood map. Areas immediately adjacent to
Middle Creek are inundated by a flood event having a one-percent chance of being equaled or
exceeded in any given year. The one-percent annual chance flood is also referred to as a 100-
year flood. The majority of the site (17.29 acres) is clear of the floodplain. All modifications,
grading or installation of proposed improvements within the 100-year floodplain shall be in
accordance with 12-21-11: Flood Hazard Zones. A floodplain use permit or floodplain
modification permit is required depending on the circumstance and conditions.

X. UTILITIES
Potable water and waste water are provided to the areas south, west, and east of the site by
Eagle River Water and Sanitation District. Water lines are highlighted in blue, while wastewater
lines are highlighted in green. Water and wastewater lines run northeast across I-70 from Vail
International to the Mountain Bell site, then flow east. A wastewater line ends between the
Gymnastics facility and Solar Vail, where it runs west along the CDOT ROW beyond Red
Sandstone School. A water line crosses I-70 north of the Lionshead parking structure, then
immediately turns northwest once it crosses North Frontage Road, through the southwestern
portion of Solar Vail and through Red Sandstone School. Water, sewer, electric, gas, and
communication extensions would be needed to serve the property.
Eagle River Water & Sanitation District - Water and Sewer
Water and Sewer Locations
From email from Micah Schuette 8/27/18

As I mention on the phone, we may need to run a model to get an idea of system impact this development could
have on existing infrastructure. In the past we have utilized either a deposit, or reimbursable agreement to conduct
the evaluation. For a full explanation of this process I would direct you to Article VIII (page 63) of our Rules and
Regulations main body that can be found here: https://www.erwsd.org/resources/rules-regulations/ .
Adjacent infrastructure is not the only consideration for new developments, however. Water rights are also required
to serve this larger development. From what I see on the Town of Vail Zoning Map, this parcel is currently designated
as Open Space. Obviously this would be a change in use of that property, so water rights sufficient to serve the
proposed new use will need to be dedicated. I don’t know if the Town of Vail has acceptable water rights to dedicate

for the property, but that’s something to investigate on the client end. I will also speak with our water council about
the ability of the District’s pool of water rights to cover this new use. Under that scenario, a cash-in-lieu of water
rights dedication may be an option, if accepted by our Board (more details on this policy can be found in Article X,
page 79). I’ll get back to you on this as soon as I can.
Please feel free to reach out to me if you have any questions here, and we’d be happy to sit down with you to discuss
this project in more detail.
Thanks,
Micah
Micah Schuette
Planner
Eagle River Water & Sanitation District
Direct: 970-477-5496 Cell: 970-401-2547
846 Forest Road, Vail, CO 81657
http://www.erwsd.org
Clean Water. Quality Life.™
Utility Reports:
Holy Cross - Electrical Service
“It is a simple matter to supply electricity to the proposed development. It would have to be
three-phase, there is no single-phase in the area.” Jeffery P. Vroom

XI. DESIGNATED OPEN SPACE
According to the 2017 Open Lands Plan (DRAFT), the western portion zoned Natural Area
Preservation is eligible for a Designated Open Space Overlay. The eastern 1.5 acre area zoned
Natural Area Preservation is not currently eligible for a Designated Open Space Overlay. In
order to be considered for dedication as Designation Open Space, a parcel must be owned by
the Town of Vail, and zoned either Natural Area Preservation (NAP), Outdoor Recreation (OR)
or Agricultural Open Space. Additionally, the parcel must be either:
1. Environmentally sensitive lands (wetlands, riparian areas, critical habitat identified by the
division of wildlife, or the natural heritage program);
2. High natural hazard areas including the 100-year flood plain, red avalanche hazard area,
high rock fall hazard area, and high debris flow hazard area; or
3. Town of Vail park that provides passive outdoor recreation opportunities.
Designated Open Space is an overlay designation, established within the Vail Town Charter,
which can be applied by the Town Council to any Town-owned parcel that satisfies certain
criteria highlighted in the Charter. Once a parcel is dedicated as Designated Open Space, it is
then arguably locked as a park or open space land due to the steps needed for the disposal of
Designated Open Space listed below:
Town council may consider the sale, lease, trade, alienation, partition, granting of an exclusive
license or permit, use or zone change other than one of the open space zone districts identified
in this section of designated open space only upon receiving a unanimous recommendation of
such action from the open space board of trustees.
Once such recommendation is received, the town council shall consider an ordinance referring
such question of disposal of designated open space to the registered electors at a town election
for their acceptance or rejection. The ordinance shall give the location of the land in question
and the intended disposal thereof. Every such ordinance shall require the affirmative vote of
three-fourths of the entire council for passage. The vote of the town on proposed disposal of
designated open space shall be held not less than thirty days and not later than ninety days
from the date of the final council vote thereon. If no regular town election is to be held within the
period prescribed in this subsection, the council shall provide for a special election; otherwise,
the vote shall be held at the same time as such regular election, except that the council may at
its discretion provide for a special election at an earlier date within the prescribed period. Copies
of the proposed ordinance to dispose of designated open space shall be made available to the
public within a reasonable time before the election and also at the polls at the time of the
election.

XII. VEHICULAR ACCESS
Our goal is to utilize the existing vehicular and public bus Frontage Road access to the Middle
Creek Village to access the West Middle Creek site. We will add a turn off to the existing Middle
Creek drive way and utilize a bridge over Middle Creek and provide vehicular access to West
Middle Creek.
The bridge will also allow us to avoid the 100 year flood plain.
The impact of additional traffic to the Middle Creek Village Frontage Road access has been
reviewed by Town Engineer.
“Based on the Middle Creek Apartment Traffic Study, and using the same assumptions; Assuming
142 new apartment units that have parking (doubling Middle Creek Housing)
There would potentially be the following total projected traffic at the intersection (includes a 30%
reduction for transit; assumes 50/50 east /west split);
AM
Entering 18 (9 Lefts in/9 Right in)
Exiting 86 (43 lefts out / 43 Rights out)
PM
Entering 82 (41 lefts in/41 Rights in)
Exiting 40 (10 lefts out / 10 Rights out)
Level of Service should work fine, but should be verified by traffic engineer if this is moved
forward.
Existing left turn lane has 100’ of storage and would be adequate
Assume right turn lane will be required. Assume it will need to extend full width (11’) from
housing access through bus turn lane access and then an additional 50’, then taper back to
existing curb over 110’. This would accommodate both housing access and bus access.”
Tom Kassmel, Town Engineer

XIII. Fire Department Access and Public Safety
The attached plan has been reviewed by the Town of Vail Fire Marshall and generally meets the
appropriate access requirements pending a more comprehensive study of turning radiuses of the
emergency equipment.

XIV. Potential Development
Preliminary studies show the possible layout of three building masses following the contours of the
topography. Type IIIB construction would allow 4 levels of residential units over 2 levels of parking.

XV. CONSTRUCTION COST ANALYSIS
Due to the slope of the site, site conditions, site access and market conditions, the cost to develop
this site must be weighed against the cost to purchase a similar lot.

XVI. CONCLUSION
Highly constrained areas have limited development potential; however, the areas are not off
limits when following the proper steps necessary for new construction. There is a small portion
towards the center of the site to the southern side where residential development could occur
within a 30-40% slope. The Town Code states no structure shall be built in any flood hazard
zone or on a slope of forty percent (40%) or greater except in a single-family residential, two-
family residential, or two-family primary/secondary residential zone districts. Otherwise, a
variance would be required in this event to build on a slope greater than 40% due to the
practical difficulty resulting from topographic conditions on the site. Variances are governed by
the provisions of 12-17, Vail Town Code. Significant retaining walls and cuts in the grade would
be needed as well. Working within such a highly constrained site will add significant costs to site
grading, excavation, and construction.
XVII. ATTACHMENTS
A. Site Photos
B. Study Area Map
C. Zoning Map
D. Land Use Map
E. Pedestrian/Vehicle Circulation
F. Steep Slopes Map
G. Slope Analysis
H. Hazards Map
I. Slope Analysis
J. Slope Analysis
K. Town Owned Property Map
L. FEMA Flood Hazards Map
M. Utilities Map
N. Fire Access
O. Potential Development
P. Construction Premium
XVIII. APPENDIX ( NOT ATTACHED)
A. HP Kumar – Geotechnical Report

B. Study Area Map
C. HP Kumar – Proposal for Site Specific Geotech report

A. SITE PHOTOS
B. MAPPING – STUDY AREA
Town of Vail
C. MAPPING – ZONING
Town of Vail
D. MAPPING – LAND USE
Town of Vail
E. MAPPING – PEDESTRAIN/VEHICLE CIRCULATION
Town of Vail
F. MAPPING – STEEP SLOPE MAP
Town of Vail
G. MAPPING – SLOPE ANALYSIS
Town of Vail
H. MAPPING – DEBRIS FLOW
Town of Vail
I. MAPPING – SLOPE ANALYSIS
Town of Vail
J. MAPPING – SLOPE ANALYSIS
Town of Vail
K. MAPPING – TOWN OWNED PROPERTY MAP
Town of Vail
L. MAPPING – FEMA FLOOD HAZARDS
Town of Vail
M. MAPPING – WATER AND SEWER
Town of Vail
N. MAPPING – FIRE ACCESS
Town of Vail
O. DIAGRAM – POTENTIAL DEVELOPEMENT
Town of Vail
P. DIAGRAM – CONSTRUCTION PREMIUM
Town of Vail
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this "MOU") is made this ___ day of

______June, 2022 (the "Effective Date") by and between the Town of Vail, a Colorado
home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the
"Town") and The Vail Corporation, a Colorado corporation, with an address of 390
Interlocken Crescent, Suite 1000, Broomfield, CO 80021 (“TVC”) (each a party and
collectively the "Parties".
WHEREAS, TVC owns the parcel described as Lot 1 and Tract A, East Vail
Workforce Housing Subdivision (the “TVC Parcel”) with at least 30 two- and four-
bedroom deed-restricted workforce housing units (the "TVC Housing”).
WHEREAS, there remains a critical need for new workforce housing in the Vail
community, TVC plans to commence construction in order to ensure occupancy of the
TVC Housing by November, 2023;
WHEREAS, the Town is interested in purchasing the TVC Parcel;
WHEREAS, TVC has offered to explore the possibility of relocating the TVC
Housing to the TVC-owned 12.6 acre site described in the Lionshead Redevelopment
Master Plan as Ever Vail (the “EV Site”), selling the TVC Parcel to the Town, and
reinvesting the proceeds of such sale in workforce housing in the Town; and
WHEREAS, the Parties desire to enter into this MOU to provide the framework for
a future agreement between the Parties in relation to the TVC Parcel.
NOW THEREFORE, the Parties agree to the following nonbinding provisions:
1. EV Entitlements and TVC Parcel.
a. TVC will lead, at TVC’s sole cost and expense, all development applications
necessary to design and entitle a new development on the EV Site including
the addition of incremental on-site deed-restricted workforce housing (with
a total square footage that is equivalent to the TVC Housing), which would
contribute to satisfy all onsite housing obligations associated with the EV
Site development (the “EV Entitlements”).
b. The EV Site development application and entitlement efforts shall comply

with all adopted rules, regulations, and codes of the Town, as then in effect
and applicable to the review of projects by the Town's Planning and
Environmental Commission, Design Review Board and Town Council.
c. TVC will not commence construction of the TVC Housing in 2022 or 2023.
d. If final unappealable EV Entitlements are completed by February 15, 2024,

VR and the Town will enter into a Purchase and Sale Agreement (the “PSA”)
for the sale of the TVC Parcel to the Town for $_________. The PSA will
1
6/2/2022
close and TVC will convey the TCV Parcel to the Town prior to issuance of
a building permit for construction of vertical construction of the TVC Housing
on the EV Site.
2. Term. The Term of this MOU shall commence upon the Effective Date and
shall automatically terminate on February 15, 2024.
3. Miscellaneous.
a. Quasi-judicial Authority. Nothing in this MOU shall affect the quasi-judicial

authority of the Planning Commission, Design Review Board or Town
Council to independently review and consider all development applications
for the new development on the EV Site
b. Modification; Extension. This MOU may not be modified or extended unless

by a written agreement executed by both the Parties.
c. Integration. This MOU constitutes the entire agreement between the Parties
as of the Effective Date, superseding any and all prior oral or written
communications related to the subject matter herein.
d. Severability. If any provision of this MOU is determined to be void by a court

of competent jurisdiction, such determination shall not affect any other
provision hereof, and all of the other provisions shall remain in full force and
effect.
e. Governing Law and Venue. This MOU shall be governed by the laws of the
State of Colorado and venue for any legal action arising under this MOU
shall be in Eagle County, Colorado.
f. Assignment. There shall be no transfer or assignment of any of the rights

or obligations of any Party without the prior written approval of the other
Party.
g. Third Parties. There are no third-party beneficiaries to this MOU.
h. Counterparts. This MOU may be executed in counterparts, by either original

or electronic signatures, each of which shall be deemed an original, but all
of which together shall constitute one instrument.
i. Subject to Annual Appropriation. Consistent with Article X, § 20 of the

Colorado Constitution, any financial obligation of the Town under this MOU
not performed during the current fiscal year is subject to annual
appropriation, shall extend only to monies currently appropriated, and shall
not constitute a mandatory charge, requirement, debt or liability beyond the
current fiscal year.
2
6/2/2022
[SIGNATURES ON THE NEXT PAGE]
3
6/2/2022
_______________________________
Kim Langmaid, Mayor
ATTEST:
__________________________________
Tammy Nagel, Town Clerk
THE VAIL CORPORATION
_______________________________
STATE OF COLORADO )
) ss.
COUNTY OF ______________ )

this ___ day of ______________, 2022, by _________________ as ________________
of The Vail Corporation.
(S E A L) _______________________________
Notary Public
4
6/2/2022

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Area 8 – NW Region

0088 Wildlife Way

Honorable Kim Langmaid May 3, 2022

Re: Public Comments for Resolution No. 22

Dear Mayor Langmaid, and Town Council Members,

Herd History/Species Info:

Clarification - SAM Layers:

Section 1.1 General.

Section 1.2 Definitions.

Section 1.3 Purpose of the 2021 Certificates.

Section 1.4 No Over-Issuance.

Section 1.5 Sources and Uses of Funds.

Section 2.1 Issue Price and Yield.

Section 2.2 Costs of Issuance.

Section 2.3 Debt Service Fund.

Section 2.4 Improvement Project Proceeds.

Section 2.5 No Other Funds.

(a) Except as set forth in this Tax Certificate:

(i) No debt service fund, redemption fund, reserve fund, replacement

Section 2.6 No Abusive Arbitrage Device.

Section 3.1 In General.

Section 3 .2 Spending Exceptions and Small Issuer Exception.

(i) Under Section 148(f)(4)(8) of the Code and Section 1.148-7(c) of

(ii) Under Section l.148-7(d) of the Treasury Regulations, an issue is

(iii) Under Section 148(f)(4)(C) and Section l.148-7(e) of the Treasury

(c) Except to the extent an exception applies as described in Paragraphs (a)

Section 3.3 Calculation of Rebate Amount.

(a) For each Nonpurpose Investment subject to the arbitrage rebate

Section 3 .4 Payment to United States.

Section 3.5 Fair Market Value Requirement.

Section 4.1 No Private Activity Bonds.

(a) It is reasonably expected, and the Town hereby covenants, that:

(ii) Proceeds of the 2021 Certificates will not be used in an amount

Section 4.2 2021 Certificates Not Federally Guaranteed.

(c) The payment of principal or interest on the 2021 Certificates is not

Section 4.3 Information Return.

Section 4.4 Not Hedge Bonds.

Section 4.5 Entire Issue.

(i) Sold within 15 days of the 2021 Certificates;

(ii) Sold pursuant to the same plan of financing as 2021 Certificates;

(iii) Reasonably expected to be paid from substantially the same source

(b) Accordingly, no other obligations of the Town will be considered part of

Section 4.7 Additional Tax Covenants.

TOWN OF VAIL, COLORADO

[Town's Signature Page to the Tax Certificate]

Town of Vail, Colorado

Town of Vail Housing Certificates of Participation

Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Bond Maturity Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Oct 6, 2021 10:28 am Prepared by Piper Sandler & Co. (vail:2021COP-2021_PR2)

Town of Vail Housing Certificates of Participation

Dated Date 10/20/2021

Project Fund Deposits: