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HomeMy WebLinkAboutPACKET Town Board 2013-01-22The Mission of the Town of Estes Park is to plan and provide reliable, high-value services for our citizens, visitors, and employees. We take great pride ensuring and enhancing the quality of life in our community by being good stewards of public resources and natural setting. BOARD OF TRUSTEES - TOWN OF ESTES PARK Tuesday, January 22, 2013 7:00 p.m. AGENDA PLEDGE OF ALLEGIANCE. (Any person desiring to participate, please join the Board in the Pledge of Allegiance). PRESENTATION. Larimer County to present Appreciation Certificate to Town. PUBLIC COMMENT. (Please state your name and address). TOWN BOARD COMMENTS / LIAISON REPORTS. TOWN ADMINISTRATOR REPORT. 1. CONSENT AGENDA: 1. Town Board Study Session Minutes dated January 9, 2013, Town Board Minutes dated January 8, 2013. 2. Bills. 3. Committee Minutes: A. Public Safety, Utilities and Public Works, January 10, 2013. 1. Estes Valley Victim Advocate 2013 Contract. 4. Estes Valley Planning Commission Minutes dated December 18, 2012 (acknowledgement only). 5. Stanley Historic District Technical Review Minutes dated December 12, 2012 (acknowledgement only). 6. Tree Board Minutes dated November 16, 2012 and December 14, 2012.. (acknowledgement). 2. REPORTS AND DISCUSSION ITEMS: 1. VISITOR CENTER 2012 VIDEO SALES. Coordinator Winslow. Prepared 01/11/13 *Revised: NOTE: The Town Board reserves the right to consider other appropriate items not available at the time the agenda was prepared. 2. CROSSROADS UPDATE. Executive Director Good. 3. COURTYARD SHOPS (165 – 225 VIRGINIA) CODE COMPLIANCE REPORT. Director Chilcott. 2. PLANNING COMMISSION ITEMS. Items reviewed by Planning Commission or staff for Town Board Final Action. 1. ACTION ITEMS: A. AMENDED PLAT, Lots 1A and 1C of the Replat of a Portion of Lot 4 and All of Lot 1, Stanley Meadows Addition, Estes Park Sanitation, Applicant. B. FEE WAIVER REQUEST - ESTES PARK SANITATION DISTRICT AMENDED PLAT APPLICATION FEE. 3. ACTION ITEMS: 1. TRANSPORTATION ADVISORY COMMITTEE MISSION STATEMENT. Director Zurn. 2. ORDINANCE #01-13 NATURAL GAS FRANCHISE AGREEMENT WITH PUBLIC SERVICE COMPANY OF COLORADO (XCEL ENERGY). Attorney White. 3. ORDINANCE #02-13 OPTION FOR EPIC TO PURCHASE TOWN-OWNED REAL ESTATE FOR PERFORMING ARTS CENTER. Attorney White. 4. GOVERNING POLICIES – GOVERNANCE PROCESS. Administrator Lancaster. 4. ADJOURN.       Town of Estes Park, Larimer County, Colorado, January 9, 2013 Minutes of a Study Session meeting of the TOWN BOARD of the Town of Estes Park, Larimer County, Colorado. Meeting held in Rooms 202 & 203 in said Town of Estes Park on the 9th day of January, 2013. Board: Mayor Pinkham, Mayor Pro Tem Blackhurst, Trustees, Elrod, Ericson, Koenig, Norris and Phipps Attending: All Also Attending: Town Administrator Lancaster, Assistant Town Administrator Richardson, Attorney White, Finance Officer McFarland and Town Clerk Williamson Absent: None Mayor Pinkham called the meeting to order at 5:00 p.m. MUNICIPAL FUNDING OPTIONS Jim Manire/BLX Group LLC provided the Town Board with a capital financing update. The financing options presented to the Board included cash (pay-as-you-go), debt financing (Enterprise Revenue Bonds, General Obligation Bonds, and Sales Tax Revenue Bonds) and lease financing. Debit Financing Options General Obligation Bonds require voter approval for debt and increased property taxes and are secured by the right to levy an unlimited property tax levy. The bonds are subject to statutory debt limits, readily marketable, and require a debt service reserve. The credit available to the municipality would be determined by the size and breadth of the tax base. These bonds are used most commonly by School Districts and not municipalities because of the need to raise property taxes. Sales Tax Revenue Bonds require voter approval for debt and new sales tax. The bonds are secured by the pledge of sales tax collections and sometime use taxes, frequently require a debt service reserve fund, marketable when existing rate structure demonstrates adequate debt service coverage, and credit available is determined by the size and breath of the tax base. Colorado voters have approved a number of Open Space sales tax revenue bonds and are a good source for funding projects. A portion of a sales tax (i.e. 1% of a 4% sales tax) could be pledged. Sales tax bonds are more attractive to investors when the sales tax base is diversified. Enterprise Revenue Bonds are secured by water, sewer, or electric system’s net operating revenues and do not require voter approval. The bond requires the Enterprise to set rates and charges annually to generate a minimum amount of net revenue or debt service coverage and frequently requires a debt service reserve fund. The credit quality and debt capacity are determined by the coverage ratios. The bonds are marketable when the existing rate structure demonstrates adequate debt service coverage. These bonds are an excellent mechanism for funding improvements to utilities. Lease Financing Options A lease requires an asset to be used as collateral for financing. The lease payments are subject to annual appropriations, and therefore, are not considered debt and do not require voter approval. A lease would be marketable if the entity’s credit is secure. The lease frequently requires a debt service reserve fund, and the credit is determined by the nature of the leased asset(s) and the financial strength of the lessee. Lease financing usually fall into two categories: direct lease or Certificates of Participation       (COPs). Lease financing utilizing assets such as municipally owned facilities rather than assets such as roads, provides a feasible method for financing real property, vehicles and other goods. COPs would be marketable to individual investors who have an interest in funding a smaller portion of a project and their investment is liquid. Town Board questions have been summarized: questioned whether 10 to 20 year leases were typical for lease financing; could a combination of methods be utilized to finance projects, would BLX Group review the Town’s current land assets and provide a recommendation on what properties to use for funding options or properties that should be sold; would leasing obligate future Town Boards; lease financing or COPs would not be an option for the Stanley Park property due to the deed restrictions; and could the Town complete financing as a joint venture with another local taxing district Mr. Manire stated lease option terms are commonly 10 to 20 years; financing can be a combination, however, voter approval is never a guarantee, most municipalities lean toward other options that do not require voter approval; taxing questions must be presented to the voters at a November election or a regular municipal election, not a special election, which limits timing of projects; bonds and COPs could be issued in 90 to 120 days; would suggest the Town consider a competitive sale or complete an RFP to hire an underwriter; BLX does not provide a facilities review process; joint financing could be completed, however, they are more complex, require an IGA and place burden on entity that becomes the lead borrower. Town Administrator Lancaster stated staff would be discussing a Town owned property policy that would outline what properties should be retained and those that should be sold. Trustee Elrod commented the sale of Town properties would be a good option for raising capital to complete projects. He requested staff provide a review for the Board on the restrictions related to the sale of Town owned property such as Lot 4. Mr. Manire stated the Town does not have time to consider sending questions to the electorate in November but could begin a campaign for the April municipal election. He commented an opinion poll can provide the Board with some insight to whether or not the electorate would approve a financing question. He suggested the Board consider clearly earmarking the funds and a sunset tax, which is favorable to voters. FUTURE AGENDA ITEMS. The March 12, 2013 study session would include a review of the draft economic report by the Economic Task Force and an update from the community meetings. A brief weekly update on the Task Force meetings would be provided by Administration. Mayor Pro Tem Blackhurst requested a discussion on the re-establishment of the Catastrophic Loss Fund due to the recent loss not covered by insurance. The Board requested additional discussion of the transportation grant opportunities at the January 22nd study session. Trustee Koenig requested staff prepare a list of items that could be bundled for a voter approved financing option. Administration would hold discussions with the Recreation and Park District to coordinate efforts and forwarded items in April to the Board. MISCELLANEOUS Town Administrator Lancaster informed the Board that staff has received a number of comments regarding the mission of the newly formed Transportation Advisory Committee. Staff recommends postponing advertising for Committee members until the Town Board has approved a mission statement. The Board agreed to postpone advertisement for Committee member as proposed by staff. There being no further business, Mayor Pinkham adjourned the meeting at 6:37 p.m. Jackie Williamson, Town Clerk Town of Estes Park, Larimer County, Colorado, January 8, 2013 Minutes of a Regular meeting of the Board of Trustees of the Town of Estes Park, Larimer County, Colorado. Meeting held in the Town Hall in said Town of Estes Park on the 8th day of January, 2013. Meeting called to order by Mayor Pinkham. Present: William C. Pinkham, Mayor Eric Blackhurst, Mayor Pro Tem Trustees Mark Elrod John Ericson Wendy Koenig Ron Norris John Phipps Also Present: Frank Lancaster, Town Administrator Lowell Richardson, Assistant Town Administrator Greg White, Town Attorney Jackie Williamson, Town Clerk Absent: None Mayor Pinkham called the meeting to order at 6:30 p.m. REQUEST TO ENTER EXECUTIVE SESSION: It was moved and seconded (Ericson/Norris) to enter Executive Session for determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators under C.R.S. 24-6-402(4)(e) related to Cornerstone Engineering, and the motion passed unanimously. Mayor Pinkham recessed the meeting to enter into Executive Session at 6:31 p.m. Mayor Pinkham reconvened the meeting at 7:05 p.m. from Executive Session and all desiring to do so, recited the Pledge of Allegiance. PUBLIC COMMENTS. None. TOWN BOARD COMMENTS / LIAISON REPORTS. Trustee Norris commented the Bear Education Task Force would meet on Monday, January 14, 2013. He reminded the community that Winter Fest would be coming up on January 18 – 21, 2013. Trustee Koenig stated Sister Cities would meet January 9, 2013 at the Senior Center. Mayor Pro Tem Blackhurst stated the Housing Authority would hold its monthly meeting Wednesday, January 9, 2013 in Room 203 at 8:30 a.m. and the Public Safety, Utilities and Public Works Committee would meet on Thursday, January 10, 2013 in the Board Room at 8:00 a.m. Trustee Phipps informed the community the Open Lands Advisory Committee continues to evaluate the possible donation of a 16,000 acre ranch; however, environmental issues have caused the process to proceed slower than anticipated. Trustee Ericson commented on the progress the Town has made in reviewing the financial status of the Town and identifying projects.. At the study session on January 9, 2013 the Board would review financing options with Jim Manire/BLX. Board of Trustees – January 8, 2013 – Page 2 TOWN ADMINISTRATOR REPORT. • Staff, EALA and Visit Estes Park met to discuss the operating hours at the Visitor Center for 2013, and it was determined the facility would open at 8:00 a.m. and close at 8:00 p.m. in order to better serve those using the shuttle system. • Stanley Historic District Technical Review Committee met on December 6, 2012 and December 12, 2012 to review the proposed wedding facility at the Stanley Hotel. The Committee recommended conditions to the preliminary design. The hotel would review recommendations and bring forwarded a revised proposal for the Committee’s consideration. The hotel has decided completion of the building prior to May/June would not be feasible, and therefore, would bring back a revised plan at a later date. 1. CONSENT AGENDA: 1. Town Board Minutes dated December 11, 2012 and Town Board Study Session Minutes dated December 11, 2012, Town Board Joint Meeting with Estes Valley Recreation and Park District Minutes dated December 4, 2012 and Town Board Joint meeting with Estes Valley Planning Commission Minutes dated November 15, 2012. 2. Bills. 3. Committee Minutes: a. Public Safety, Utilities and Public Works, December 13, 2012. b. Community Development/Community Services December 20, 2012. 1. 2013 Road Closures. 4. Estes Valley Planning Commission Minutes dated November 20, 2012 (acknowledgement only). 5. Stanley Historic District Technical Review Minutes dated December 6, 2012 (acknowledgement only). 6. Resolution #01-13 - Public Posting Area Designation. Trustee Ericson requested Consent Item 1.1 be moved to an Action Item. It was moved and seconded (Blackhurst/Koenig) to approve the Consent Agenda Items 1.2 – 1.6 and it passed unanimously. Action Item: Consent Item 1.1 - Trustee Ericson requested the Town Board Study Session minutes dated December 11, 2012 identify the need for a 10% match on grant funds awarded the Town. He also requested the Town Board Study Session minutes dated December 4, 2012 clarify the intent of the MPEC versus the multi-use stall barn. It was moved and seconded (Blackhurst/Phipps) to approve the Consent Agenda Item 1.1, and it passed unanimously. 2. REPORT ITEMS: 1. ROCKY MOUNTAIN NATIONAL PARK UPDATE. Superintendent Baker would present presentation at the January 22, 2013 meeting. 2. ECONOMIC DEVELOPMENT TASK FORCE BRIEFING. Jim Pickering presented the draft report prepared by the Task Force entitled the Estes Valley’s Economic Future: The Path Forward. The plan envisions a 7 point action plan for an economic initiative in the Estes Valley including the adoption of an “Investor Model”, creation of an Estes Park Office for Economic Development, hire an Executive Director, provide a sufficient budget, consider sources of funding, pursue recommended sources of funding and establish an Board of Trustees – January 8, 2013 – Page 3 Estes Valley Economic Development Council. The adoption and implementation would require four critical steps: 1) submit draft to key groups and individuals to obtain feedback, suggestions, ideas, and indication of future participation; 2) prepare a final document using the feedback; 3) release the final document in the form of a report to the community; and 4) convene the 1st Estes Valley Economic Development Council meeting and dissolve the Task Force. In addition, Downtown Colorado, Inc. would hold meetings with the community in late February and provide a written comprehensive community economic assessment by early spring to provide the community with a current, objective and independent third-party assessment. The Office of Economic Development would develop and implement a five-year strategic program focusing on both the recruitment of new businesses and the retention and expansion of those that already exist in the community. The decision to act to broaden and diversify our economy and strengthen our year-round business community is a decision to protect and improve the tax base of every public taxing entity in the Estes Valley. The Task Force would like to present a final report to the Town Board in May. Trustee Koenig stated concern with the draft document being delivered to the public prior to the Board having amble time to review the document and in particular the statistics presented. The Board may want to move economic development in a different direction than has been outlined in the document. Trustee Norris stated a study session would be held with the Board and the Economic Task Force prior to the completion of the public meetings to address concerns prior to completing the final document. Mayor Pinkham suggested the Board meeting as an appropriate venue for unveiling the process and endorsing the process rather than approving the draft document. Trustee Norris requested the Task Force provide brief notes from the community meetings as they occur in order for the Board to understand the issues being raised by the community. Trustee Ericson would request the Task Force coordinate directly with Administrator Lancaster to ensure efforts related to economic development are coordinated throughout the valley. Trustee Elrod questioned a number of items such as the boundary for the development area, business recruitment and business retention and expansion as a municipal function, expanding the Local Marketing District (Visit Estes Park) to encompass business development, the need for representation by the county on the council, and joining the Northern Colorado Economic Development Corporation as a revenue source for the activities related to economic development. Greg Rosener/Task Force member stated Walt Elish/NCEDC President & CEO would not recommend the Town joining as the groups focus is changing; however, he would recommend the Town have a representative at the meetings. Mayor Pinkham called a break at 8:05 and reconvened the meeting at 8:10 p.m. ESTES PERFORMANCE INCORPORATED (EPIC) PERFORMING ART THEATER PROJECT OVERVIEW. Stan Black/EPIC Board Member, Bob Gunn/EPIC Board Member, Roger Thorp/Thorp & Associates and Dick Zellner/EPIC Executive Director were present to provide an overview of the 20 million privately funded economic development project. The proposed downtown location for the performing art theater would afford EPIC the ability to obtain top rents for the commercial businesses located in the building to offset operation costs of the theater. The location also fits with the Estes Valley Comprehensive Plan, would require no public funding, provide an economic driver downtown, increase sales tax, and be attractive to potential investors. EPIC has provided outreach with the community including a formal announcement in August 2012, a website, local and regional papers, 15 local meetings, and two recent presentations sponsored by Estes Valley Partners for Commerce. The frequent challenges addressed at meeting were parking and Board of Trustees – January 8, 2013 – Page 4 the possible redesign of the building to eliminate the need for public parking spaces. In November of 2011 a separate entity, EPIC, was developed to negotiate a deal with the Park Theater Mall property owners as it became abundantly clear a theater should be located downtown. In March 2012, the Park Theater Mall property owners pledged the property with a deadline of March 2014 to obtain necessary approvals and funds to build the theater. As of April 2012, it was clear to EPIC that an adequate theater could not be built on the current property and began reviewing options. The theater was unable to negotiate suitable additional property from the property owner to the west for the theater due to the building’s structure and utilities associated with the current building. The only other option was to move the proposed theater east into the parking lot owned by the Town. In October, the theater received approval from the Board of Adjustment for a height variance and river setback. EPIC has concluded the project would grow the sales tax base by a minimum of $650,000 annually; provided $1.75 million in annual salaries; $1.5 million in annual profits by the businesses located within the building; and provide at no cost to the Town $2 million in improvements to the Riverwalk including necessary easements, public restrooms and maintenance as payment for the 8,000 square feet of parking lot to the east. The previous MOU with SOPA included $1.2 million in Town funded infrastructure improvements and an annual operating subsidy of $217,000. Concerns EPIC has heard from the public and the Board include the impact the building height would be on the iconic views, environmental cleanup of the property from previous uses, the size of the theater both height and the number of seats, and parking for theater goers and others accessing the downtown corridor. EPIC stated the proposed building would not impact the view corridor from the Hwy 34 corridor. EPIC would evaluate the cost to clean up the site before moving forward with construction. The building has been designed to accommodate theater operations with height in mind. EPIC held a number of fundraisers in 2012 at Performance Park, which is designed to accommodate 700 attendees with standing room only attendance. Performance Park was not designed with a parking lot to accommodate 700 attendees, rather most attendees park offsite and walk to the park. EPIC contends people would park offsite and would then be exposed to the shops along Elkhorn Avenue and the Riverwalk as they make their way to the theater. There are approximately 500 parking spaces in lots around the theater and ample street parking to accommodate those attending a performance. Most performances would be held during evening hours when day visitors would be leaving town, thereby making parking available for theater goers. EPIC would propose paying for a shuttle from the fairgrounds or the soon to be constructed Visitor Center parking structure to shuttle theater attendees to and from the theater to address parking concerns. Roger Thorp/Thorp Associates provided overviews of past and current renditions of the theater. He stated the initial 512 seat theater design lacked the necessary backstage, loading dock area, and south entrance. In order to accommodate the needed design elements and a good connection to the Riverwalk, the proposed theater required 8,000 additional square feet at the back of the complex. This design created a theater with 745 seats and a loss of 25 of the 96 parking spaces in the lot owned by the Town. In April, a 17 foot high parking deck was proposed with the initial design providing a total of 115 spaces, a gain of 19 parking spaces. Underground parking for the theater was also investigated with approximately 14 spaces created. Construction of the building would begin at the north with staging occurring on the south side of the river. Staging could occur on Rockwell for south end construction, which would coincide with the 8 inch water main improvements on Rockwell. No staging would occur in the adjacent parking lot. Board of Trustees – January 8, 2013 – Page 5 Mark Selby and Tia Sillers/National Advisory Board for the project were present to provided details on the essential design needs and opportunities of a performing art theater located in Estes Park including: in order to attract national talent and a higher caliber artist a theater would need a backstage area that could facilitate large productions and the necessary equipment and staging; require adequate dressing room facilities for performers; a loading area adequate to offload productions in the morning hours and load in the late evening hours after a show has concluded; Estes Park is located in the middle between booking venues to the west and east, and therefore, would be a booking agents answer to a show between venues; Estes Park also lies outside the non-compete clause of venues such as the Paramount in Denver and provide alternate opportunities for performers traveling across the country. Trustee Elrod requested prior to the January 22, 2013 meeting the real estate contract be modified to include the actual costs of the land and the easements. 3. VISITOR CENTER 2012 VIDEO SALES. Item continued to the January 22, 2013 Town Board meeting. Mayor Pinkham called a break at 9:40 p.m. and reconvened the meeting at 9:50 p.m. It was moved and seconded (Norris/Elrod) to extend the Town Board meeting to no later than 11:00 p.m., and the motion passed unanimously. 3. ACTION ITEMS: 1. ESTES VALLEY PLANNING COMMISSION APPOINTMENTS. Director Chilcott informed the Board that staff recently advertised for two Town positions on the Estes Valley Planning Commission. Applications were received and interviews were held. The interview team recommended the reappointment of Commissioner John Tucker for a four-year term and the appointment of Steve Murphree for a four-year term. It was moved and seconded (Koenig/Phipps) to approve the appointments of John Tucker and Steve Murphree to the Estes Valley Planning Commission for a four- year term beginning January 1, 2013 and expiring December 31, 2016, and the motion passed unanimously. 2. LEAGUE OF WOMEN VOTERS RECYCLING GRANT TOWN MATCH. Director Zurn stated the League of Women Voters has received a $14,900 grant from the Colorado Department of Public Health and Environment to purchase new recycle bins downtown. Public Works staff has met with the LWV to discuss the acceptance of the bins and the placement of the new bins downtown. Staff would prefer to locate the new bins in established locations and have a combination unit for both trash and recycling materials rather than separate containers. The grant only allows the purchase of recycle bins, therefore, the Town would need to fund the additional cost of a combination unit. If approved by the Board, 24 new bear-resistant containers would be purchased and installed by the Town at an additional cost of $19,500 above the grant funding. This item was not budgeted for in 2013. Ann Morris/League of Women Voters Recycling Committee presented the League’s request to offer residents and visitors increased opportunity to recycle rather than send reusable waste to the landfill, and show visible progress in protecting the wildlife by reducing access to waste as a food source. The grant awarded LWV requires the purchase of 24 new recycle bins to be acquired and installed by June 30, 2013. Approval of the proposal would provide the Town with quality and durable infrastructure with the grant covering more than half the cost. Board of Trustees – January 8, 2013 – Page 6 Mayor Pro Tem Blackhurst stated concern with the lack of coordination between Bear Aware and the LWV on efforts to address the trash concerns; the unknown cost to install the new units; the cost of maintenance, and what additional cost would be added to the current trash removal contract. He also questioned where the Town would fund this unbudgeted item. Director Zurn confirmed the cost for maintenance and trash removal would increase with the new units. The Board discussed the request further stating this is a pilot program for 2013 and additional information on costs would be established through the implementation of the first 24 units. There may be additional funding from the state to cover the entire cost of future units. The units are an investment in the Town’s premier mountain community image rather than a cost. Johanna Darden/Town citizen and Susan Wolf/County resident stated support for the bear-resistant dual units. It was moved and seconded (Ericson/Norris) to approve the additional funding of $19,500 for 24 combined trash/recycle bear-resistant bins and installation in the downtown corridor, and it passed with Mayor Pro Tem Blackhurst voting “No”. 3. TRANSPORTATION ADVISORY COMMITTEE MISSION STATEMENT. Item continued to the January 22, 2013 meeting. Mayor Pinkham whereupon he adjourned the meeting at 10:20 p.m. William C. Pinkham, Mayor Jackie Williamson, Town Clerk Town of Estes Park, Larimer County, Colorado, January 10, 2013 Minutes of a Regular Meeting of the PUBLIC SAFETY/UTILITIES/PUBLIC WORKS COMMITTEE of the Town of Estes Park, Larimer County, Colorado. Meeting held in the Town Hall in said Town of Estes Park on the 10th day of January, 2013. Committee: Chair Blackhurst, Trustees Koenig and Phipps Attending: Chair Blackhurst, Trustees Koenig and Phipps Also Attending: Town Administrator Lancaster, Assistant Town Administrator Richardson, Chief Kufeld, Dir. Bergsten, Dir. Zurn, Supt. Fraundorf, and Deputy Town Clerk Deats Absent: None Chair Blackhurst called the meeting to order at 8:00 a.m. PUBLIC COMMENT. None. PUBLIC SAFETY. ESTES VALLEY VICTIM ADVOCATES 2013 CONTRACT. The Town of Estes Park provides funding to the Estes Valley Victim Advocates (EVVA) on an annual basis. Chief Kufeld reported that the contract for 2013 reflects an increase of $500 over last year’s contract to an amount of $8,000, and said no other changes were made to the contract for 2013. He noted that the funds are budgeted in account 101-2100-421-22-98, and will be distributed to EVVA in equal, quarterly payments. The Committee recommended approval of the Estes Valley Victim Advocates 2013 contract in the amount of $8,000 budgeted from account 101- 2100-421-22-98, be placed on the consent agenda of the January 22, 2013, Town Board meeting. REPORTS. Reports provided for informational purposes and made a part of the proceedings. 1. Verbal Updates – The Police Department remodel construction project is nearing completion. A reception will be scheduled to provide the Board an opportunity to the view the newly-remodeled space. 2. Annual Awards Banquet – The Police Department Annual Awards Banquet is scheduled for March 1, 2013, at the Estes Park Resort & Hotel. UTILITIES. REPORTS. Reports provided for informational purposes and made a part of the proceedings. 1. IR Camera Update – Interim Line Supt. Lockhart reported that the camera will be used to implement a preventive maintenance program to identify bad connection points that may cause a power outage. One night per week staff will take photographs of main line connection points in order to provide early identification of bad connections. Using the camera, a bad connection was discovered on the main line used by the hospital and the school district. Due to the early detection, staff was able to change out the connection before an outage occurred. 2. Automated Meter Reading (AMR) Water Completion Project – Since 1998 the Town has been replacing manually-read water meters for conversion to an automated meter reading system. The conversion project was originally scheduled for completion within a ten-year time period. To date, 14,687 AMR meters are in place Public Safety/Utilities/Public Works Committee – January 10, 2013 – Page 2 with 800 manually-read meters remaining. Staff is planning to accelerate the process and complete the replacement of the remaining 800 meters by the end of 2014, with half the meters being replaced in 2013 and half in 2014. The AMR system being utilized system-wide will decrease the staff time involved in reading the manually-read meters as well as result in more accurate readings. Chris Erwin, Utilities Meter Forman, spoke to a new law that will take effect in 2014 requiring the usage of water meters with a lower lead content. He said that the meters currently in the field will not need to be replaced with the new meters until they fail; and noted that the cost will increase approximately $10 per meter. 3. Miscellaneous – Dir. Bergsten said projects for Utilities during 2013 include rate studies and contingency planning. He reported that the schedule for the Windy Gap water project has been moved back several times and said that, per Platte River Power Authority (PRPA), construction may begin in 2016. Dir. Bergsten thanked Commander Rose for his efforts to keep Utility crews safe during the Fern Lake Fire. PUBLIC WORKS. REPORTS. Reports provided for informational purposes and made a part of the proceedings. 1. Police Department Remodel – Dir. Zurn reported that the Police Department remodel project is under budget by approximately $8,000. 2. Park Theater Damage – An initial assessment indicated that the building is structurally stable and a material analysis for asbestos came back negative. A plan to repair the damage and an approximate cost is being prepared. Dir. Zurn gave a broad brush estimate of $50,000 to $100,000. 3. Moraine Avenue Improvements – Dir. Zurn stated that discussions with the Colorado Department of Transportation (CDOT) related to ownership of the retaining walls along the east side of Moraine Avenue have delayed project design efforts. A recent determination resulted in the State taking ownership of the retaining walls and led to the State requesting a physical inspection of the retaining walls to determine if they can carry the loads involved in the proposed improvements. A contractor will expose the street side of the retaining wall over the next two weeks to allow for the inspection by CDOT. The Committee requested that Town Administrator Lancaster notify the full Board of Trustees that the Moraine Avenue Improvements project may be delayed. 4. Grant Opportunity – Staff is working with the firm of Felsburg Holt & Ullevig to compile general information on two roadway alignment alternatives and one trail alternative, which would provide access from downtown to Rocky Mountain National Park, for the Board to consider as possible projects to submit in response to an anticipated call for projects under the Federal Lands Access Program. The information will be presented to the Board at an upcoming Town Board Study Session. 5. MPEC/Stall Barn Bid Opening – The bid opening is scheduled for Tuesday, January 15, 2013. Bid information will be provided to the Board at an upcoming Town Board Study Session to be used in determining the scope of the project and funding of the project. 6. Sewer Construction – A survey error was discovered during construction and staff is awaiting a written report from the consultant related to the error. Construction has been halted pending additional surveying activities and resolution. 7. MPEC Proforma – A draft of the proforma is expected to be received from the consultant within the next five to seven days. There being no further business, Chair Blackhurst adjourned the meeting at 8:45 a.m. Cynthia Deats, Deputy Town Clerk RECORD OF PROCEEDINGS Regular Meeting of the Estes Valley Planning Commission December 18, 2012 - 1:30 p.m. Board Room, Estes Park Town Hall Commission: Chair Doug Klink, Commissioners John Tucker, Betty Hull, Joe Wise, Kathy Bowers, Tom Gresslin, Nancy Hills Attending: Chair Klink, Commissioners Tucker, Hull, Wise, Bowers, and Hills Also Attending: Director Chilcott, Planner Shirk, Town Attorney White, and Recording Secretary Thompson, Town Board Liaison Elrod Absent: Commissioner Gresslin The following minutes reflect the order of the agenda and not necessarily the chronological sequence. Chair Klink called the meeting to order at 1:30 p.m. There were four people in attendance. Chair Klink reported Commissioner Gresslin’s term expires December 31, 2012. He has not reapplied for the position. 1. PUBLIC COMMENT None. 2. CONSENT AGENDA A. Approval of minutes, November 20, 2012 Planning Commission meeting. It was moved and seconded (Hull/Bowers) to approve the consent agenda as presented and the motion passed 6-0 with one absent. AMENDED PLAT OF LOTS 1A & 1B OF THE REPLAT OF A PORTION OF LOT 4 AND ALL OF LOT 1, STANLEY MEADOWS ADDITION, 610 Big Thompson Avenue Planner Shirk reviewed the staff report. This request was a continuation from the October Planning Commission meeting. The application was continued to formalize rights-of- access between the Town of Estes Park and the applicant, Estes Park Sanitation District. Planner Shirk stated a draft easement agreement had been provided to the Town Attorney for initial review. Additional details about the application can be seen in the minutes from the October Planning Commission meeting. Staff Findings: 1. The Town of Estes Park and the Estes Park Sanitation District should negotiate a formal access agreement regarding the existing access to the Town park shops. 2. This proposal complies with applicable sections of the Estes Valley Development Code, including Section 3.9.E “Standards for Review” and 10.3 “Review Procedures.” 3. Approval will not be materially detrimental to the public welfare, injurious to other property in the neighborhood, or in conflict with the purposes and objectives of this Code. 4. This request has been submitted to reviewing agency staff for consideration and comment. No significant issues or concerns were expressed by reviewing staff relative to code compliance or the provision of public services. 5. Within sixty (60) days of the Board’s approval of the amended plat, the developer shall submit the plat for recording. If the plat is not submitted for recording within this sixty- day time period, the approval shall automatically lapse and be null and void. 6. This is a Planning Commission recommendation to the Estes Park Town Board of Trustees. Planner Shirk stated staff recommended approval with one condition, listed below. RECORD OF PROCEEDINGS Estes Valley Planning Commission 2 December 18, 2012 Public Comment James Duell/Estes Park Sanitation District stated it was best for both entities to work out access rights. He was satisfied with the agreement thus far, and confident and agreement would be reached. Public comment closed. Staff and Commission Discussion Commissioner Hull stated it was nice to see people work together. Condition 1. An access agreement between the Town of Estes Park and the Estes Park Sanitation District (EPSD) shall be recorded. This agreement shall address the issues raised in the letter from EPSD to the Public Works Department dated November 14, 2012. It was moved and seconded (Bowers/Hills) to recommend approval of the Stanley Meadows Amended Plat to the Estes Park Town Board of Trustees with the findings and condition recommended by staff and the motion passed 6-0 with one absent. 6. REPORTS A. Director Chilcott reported an application for the Kenwood Industrial Park Development Plan was moving forward and would be heard by the Planning Commission in January. B. Director Chilcott reported no applications have been received for the Board of Adjustment to review. C. Director Chilcott reported on the proposed Stanley Hotel Pavilion project. The Architectural and Technical Review Committees met and the preliminary package was approved with conditions to be resolved prior to approval of the final package. The Stanley Historic District has a Master Plan, which requires a separate application and approval process other than review by Planning Commission and Town Board. D. Director Chilcott reported she and Planner Shirk met with County Commissioners concerning the Estes Valley Comprehensive Plan. All agreed on moving forward with Option 2. Staff will begin working on draft revisions, initially bringing one chapter to the Commission. The intent with future revisions would be to submit several chapters at a time. She encouraged Commissioners to meet with staff and be actively involved with any proposed changes. E. Director Chilcott reported on December 31, 2012 term expirations for Commissioners Gresslin and Tucker. Both positions are appointed by Town Board, and are for four- year terms. Interviews were held on December 17, 2012 and the new Commissioners will be appointed by the Town Board on January 8, 2013. F. Director Chilcott reported the Town Board approved funds for a Code Compliance Officer/Planner I to be hired in 2013. The job opening has been posted in the local papers as well as the Colorado Chapter of the American Planning Association, Colorado Association of Code Enforcement Officials, and on the Larimer County website. We hope to have the position filled by the end of January, 2013. There being no further business, Chair Klink adjourned the meeting at 1:45 p.m. ___________________________________ Doug Klink, Chair ___________________________________ Karen Thompson, Recording Secretary RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 – 1:30 p.m. Board Room, Estes Park Town Hall Committee: Chair Frank Lancaster, Community Development Director Alison Chilcott, Public Works Director Scott Zurn, Practicing Engineer Don Taranto, Practicing Architect Ginny McFarland Also Attending: Senior Planner Dave Shirk, Town Attorney Greg White, Recording Secretary Karen Thompson Chair Lancaster opened the meeting at 1:40 p.m. and introduced the committee. There were 7 people in attendance. Chair Lancaster explained the committee and review processes. The initial meeting of the Technical Review Committee (TRC) was held December 6, 2012 and was continued to give the committee additional time to review the proposed project. He gave the people in attendance the opportunity to comment, if they had not previously commented. There was no additional public comment. The TRC reviewed the minutes from the previous TRC meeting, and they were approved by acclamation. Staff Report Planner Shirk stated the focus of the committee meeting was analysis of the project, based on the Stanley Historic District Master Plan, Part III, Planning Guidelines and Development Standards (pages 12-32). The major issues addressed at the previous TRC meeting included the proposed parking lot, potential for noise, hours of operations, lighting, traffic, fencing, and landscape buffer. He stated the TRC should include the impact on the surrounding neighborhood in their evaluation. For example, by removing the parking lot, some of the issues regarding traffic, noise, lighting, could be mitigated. Staff recommended removing the parking lot, although the Master Plan does not guarantee that area is to remain open space. The Master Plan is a guideline. Staff recommended taking the Master Planning Guidelines and Development Standards one by one to provide for a thorough review, with the option to further discuss some of the issues at a later time in the meeting. 1. Is the proposed development located in a manner that ensures the Stanley Hotel remains the central focus for the project, and maintains its dominance as the largest, most prominent structure on the site? Director Chilcott stated this required reviewing the historic design principals. The proposed project should be subordinate from the Stanley Hotel complex, meaning it is out of view of the main complex. She stated this project complies with being subordinate. Town Attorney White explained the Stanley Hotel complex consists of the Hotel, the Manor House, and the Theatre. There is nothing quantitative involved. The location and whether or not it detracts from the overall Stanley Hotel complex should be considered. It was determined the proposed project would comply with being subordinate to the Stanley Hotel complex. 2. Are buildings sited in a manner that preserves existing land forms? Director Chilcott stated the overall proposed project was designed to fit within the landscape. There could be some minor modifications to minimize impact on the existing rock outcroppings. Chair Lancaster, Member McFarland, and Director Zurn agreed the parking lot would have a major impact on landforms, drainage, elevation, etc. It was determined the site would comply with preserving existing land forms, with the exception of the parking lot, which would have a major impact. 3. Is new construction compatible with existing adjacent residential buildings and uses? Director Chilcott stated some of the underlying tension that comes from different zone districts being next to each other (Accommodations and Residential) could be alleviated by the removal of the proposed parking area. Other comments included, but RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 were not limited to: from an architectural standpoint, the project was nicely designed; the intention and use of the project would not be negatively impacted if the project were scaled back a bit; suggestions made by the Architectural Review Committee (ARC) regarding the amount of replication and mimicry of the historic style should be taken into consideration due to the proximity of the project to the adjacent residential neighborhood; additional artist renderings would be helpful to show how it fits in among the landscaping. Compatibility of the proposed use to the adjacent properties was also discussed, e.g. noise and lighting. Comments included, but were not limited to: concerns about events going late into the evening (midnight); noise from receptions, especially during the warm summer months; if noise was restricted, how it would be enforced; where on the property would the noise level be measured; noise does not include just guests and music, but also frequency, timing, bass levels, car doors, etc. It was determined this area would need further review. There was general consensus to request additional drawings that include photo simulations, and a noise study, and to establish hours of operation. 4. Does grading comply with guidelines? Director Chilcott stated the grading for the parking area almost abuts the property line, and includes approximately ten feet of fill and a retaining wall. The sharp transition in that area does not maintain a natural grade with the property line, and she would consider it noncompliant. She would not support a modification to the guidelines to allow the proposed grading. All members agreed. Member McFarland stated the buildings fit nicely within the proposed location and are compliant with the grading guidelines. It was determined the grading of the proposed parking area did not comply with the guidelines. 5. Does the drainage comply with the guidelines? Director Chilcott stated the drainage plan calls for rip rap, which the guidelines prohibit. Redesign or removal of the parking area would allow for a change in how the drainage would be handled. There was discussion about the location of the detention pond. Director Zurn would prefer the proposed detention pond be located further west at a lower elevation to avoid potential drainage issues with the adjacent properties. He was concerned about the location and maintenance of the pond if the parking area was allowed. He stated if the parking area was not allowed, this would not be an issue. Chair Frank stated if rip rap was required, he would prefer a natural stone or other aesthetically pleasing material be used rather than concrete. It was determine the drainage would need some redesigning to have less impact on the adjacent properties. Note: Member Taranto joined the meeting. Chair Lancaster gave him a brief overview of what had taken place thus far, noting he would be allowed to comment on previously discussed content. 6. Are the buildings sited in a manner that preserves significant vegetation? Director Chilcott stated the building site complied with the guidelines for preserving significant vegetation. A few trees would be removed, but that was to be expected with new construction. Chair Lancaster stated retaining all of the vegetation could present defensible space issues. It was determined the proposed project complied with the guidelines concerning preserving significant vegetation. 7. Are the buildings sited in a manner that preserves significant views? Director Chilcott stated her interpretation of this guideline pertained to the view into and from the main hotel complex, and she believed the proposed project complied with this guideline. All members agreed. Attorney White stated the Master Plan does not mention specifics like rock outcroppings, only about the view shed to the Stanley Hotel complex. RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 It was determined the proposed project complied with the guidelines concerning preserving significant views. 8. Does site design ensure that natural drainage patterns are not changed? This question was addressed in Question 5. See determination in Question 5. 9. Are the buildings and parking clustered? Director Chilcott stated the proposed building was very close to other buildings, and she would considered it clustered. Member Taranto and Chair Lancaster agreed. Director Chilcott would not consider the proposed parking area as clustered. Other parking on the property is to the north and west of the complex. Member Taranto suggested looking at other options for parking that would be in closer proximity to the existing parking areas. Member McFarland agreed. Director Chilcott stated a pedestrian circulation plan should be evaluated because of the close tie-in with guest parking. It was determined the buildings were compliant with the guidelines, and the parking needed to be clustered closer to existing parking areas on the property. 10. Does the proposed project respect existing landforms? Director Chilcott stated some fine-tuning could be done, particularly in the area of the restrooms behind the amphitheatre. Other comments included, but are not limited to: good fit into the area, and the winter ice rink would have historical value; the building is attractive; mention of neighbor concern about the wildlife corridor; concern about acoustics with surrounding rocks acting as a sounding board. There was discussion about requesting a noise study and mitigation plan, if necessary. Member Taranto stated a study could give guidance, predict noise levels, and provide information as to what types of events would be acceptable for that location. Chair Lancaster was concerned that a noise study for this project could be very difficult to model and possibly very expensive. He supported it, but not strongly. It was determined to request a noise study and mitigation plan, if necessary. 11. Does the alignment of roads and driveways follow the contours of the site? There are no new roads or driveways proposed. Not applicable to this project. 12. Does the site design consider solar access? Director Chilcott stated she did not consider this as high criteria for approval of this specific project. The committee concurred. It was determined this section complied with the Master Plan. 13. Does site design consider the placement and screening of service areas and auxiliary structures? Director Chilcott stated the auxiliary areas are well-sited. The committee concurred. It was determined this section complied with the Master Plan. 14. Does the site design around intersections provide a clear view of intersecting streets? No new streets are proposed. Not applicable to this project. 15. Does the site design facilitate pedestrian circulation? Director Chilcott stated there is more work to be completed on this section. There are some existing pedestrian crossing signs, but a pedestrian path from the main hotel to this area would be recommended. It was determined to request a pedestrian circulation plan from the main hotel to the proposed pavilion be included on the final plan. RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 16. Does the plan comply with building setbacks? Director Chilcott stated the plan complies with the building setbacks (25 feet from the property line) It was determined this section complied with the Master Plan. 17. Director Zurn expressed concern about the south entrance and turn-around in the neighborhood. He stated the applicant should propose some level of security, or provide a turnaround on the Stanley property instead of allowing vehicles to turn around in the Mountain Creek Townhome driveway. Director Chilcott stated this is an issue with those property owners, and the addition of this facility would increase traffic to this area. It was determined the applicant should provide a plan to allow either a secure area for the Mountain Creek Townhome property owners, or to provide a physical improvement to allow vehicles to turn around on Stanley Hotel property. 18. Is the new building designed to imitate historic styles of the Stanley Hotel? Does the building design minimize the apparent scale of the building? Are the rooflines of the buildings designed to be compatible with surrounding building forms? Are roof surface materials selected to help with their surroundings? Are skylights and solar panels designed in an unobtrusive manner? Does the building comply with maximum building height? Are façade lengths varied? Is the building constructed on natural wall materials? Do exterior wall colors harmonize with the site and surrounding buildings? Is exterior lighting chosen with care so that glare is not created and light is not cast on neighboring properties? Director Chilcott stated the last question/guideline concerning exterior lighting could be answered with a photometric plan, submitted with the final plan. It was suggested a color rendering be submitted. Skylights and solar panels are not a big issue. Roof tiles would be red, and compatible with the main hotel. Member McFarland recommended discussing the comments from the Architectural Review Committee (ARC). She encouraged the designer to read the comments from the ARC, do additional research, and follow the advice and insights of the ARC. She stated a preference to see some of the historic style, as outlined in the guidelines, brought into the design to respect the historic character. She stated the intent is clear, and she is confident the designer could elevate the project to the proper historic design. Member McFarland would like to know some background for the ARC decisions. Any conversations with the ARC would be valuable not only to the Stanley Hotel, but to the entire community, and help with understanding the value of the Stanley Hotel to Estes Park. Chair Lancaster stated his interpretation of the intent was so surrounding properties in Estes Park would not have buildings that mimicked the Stanley Hotel complex. He thinks structures on the Stanley property should have the same architectural characteristics. Director Chilcott stated the Master Plan design guidelines were specific to Lot 1. Member McFarland stated it was important to keep authenticity and integrity of the Stanley, and the aspects of the project as they relate to the Master Plan are very subjective. She did not think it appropriate for the TRC to decide on the architectural features of the project. Chair Lancaster stated the proposed design would fit with the character of the campus, and was not totally out of line. It was determined to encourage the designer review the ARC comments, study preservation architecture, and see what they can creatively incorporate into the project. Director Chilcott stated the building height was over 30 feet by the Master Plan guidelines, but not by the Estes Valley Development Code (EVDC). The EVDC measures height by natural grade, while the Master Plan’s formula is measured from the finished floor and does not take grade into consideration. She would be interested in the height of the cupola and flag pole, and the possible impact it would have on views from the hotel. Attorney White stated height measurements have always been an evolving issue, and height from natural grade was not part of the EVDC at the time the Master Plan was adopted. The Master Plan height guidelines will prevail in this case. RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 It was determined to request additional information regarding the views of the proposed pavilion from the hotel, Wonderview Avenue, and MacGregor Avenue. This should include a rendering from all angles of how the project will look within the site, including a night view to show lighting. It was determine the committee would make the decision about this project being subordinate to the Stanley Hotel complex after these drawings are reviewed. 19. Does the Landscape Plan comply with the guidelines? Does the plan provide for a proper landscaping transition to adjacent properties and natural areas provided without strong demarcation? Director Chilcott stated the landscape does not comply with the Master Plan, and she was not comfortable allowing modification or waivers to the Plan. Comments included, but are not limited to: without the proposed parking area, the buildings have a natural buffer on the south side; the hardscape did not fit the Master Plan; a very attractive building placed behind a security wall would take away from the beauty of the site; the fence is out of line for the site. There was discussion about the proposed parking area, with Mr. Taranto stating the issue with the landscaping was a domino effect from the parking area. If the parking area does not dominate the site, the landscaping would naturally fall into place. It was determined the landscape plan, as proposed, did not comply with the landscape guidelines. 20. Does the design of fences and walls harmonize with the site and the buildings? Director Chilcott clarified the guideline, which stated that walls and fencing can only be used to provide privacy or service area screening, and fencing may be allowed around private areas provided it is attached to the building. There was discussion concerning the proposed fencing of the site perimeter, with Director Chilcott stating the fence could also affect the wildlife. If the proposed parking area remained a natural area, it would continue to attract wildlife and create a buffer for neighbors. Additional comments included: good landscaping can mitigate a lot of sound; there would be a significant difference if the proposed parking area was removed; the parking area was a major reason for the fence; recommendation to leave the parking area as a natural buffer, enhanced by natural, dense vegetation. It was determined the fence did not comply with the Master Plan, and should be removed, except for the portion attached to the building by the service area. 21. Are retaining walls compatible in form, scale, and materials with the architectural details and materials of nearby buildings? Are site furnishings and paving materials selected to complement the architectural style of the building and the paving and site furnishings of surrounding properties? Does the plan consider site conditions, drought tolerance, and hardiness when selecting plant species? Is native vegetation used? Is the vegetation protected and retained? There was discussion about the proposed landscaping. Most comments were related to the proposed parking area, and the concerns that would be relieved if the parking area were removed, e.g. retaining wall, paving materials, fence, etc. It was determined a more specific landscape plan should be submitted with the final package. Director Chilcott stated when reviewing any development on Parcel 1, there needs to be recognition to the fact that economic vitality of the hotel complex is a core issue in the preservation of the historical structures, and that the historic district has been designed to protect that. It is her understanding that the proposed project is part of the economic vitality of the Stanley Hotel. Weddings have become a large economic engine for the Estes Park area, and the Stanley Hotel would like to improve their ability to host more private ceremonies and receptions. The area proposed for the pavilion is not designated open space on the Master Plan, and there needs to be a balance between what is allowed by the property owner and the concerns and property rights of the adjacent property owners. Attorney White clarified the Master Plan designated specific areas as open space, which will not be developed. There are areas around the hotel and on the hotel property that are not required to remain as open RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 space. If the master planners desired the area at issue to remain as open space, it would be designated as open space in the Master Plan. He briefly reviewed how and why the three (former) property owners created the Master Plan, and what their intentions were. It was his opinion the Master Plan should be looked at as a whole and question where or not any of the proposed development area is a violation of the overall effect of the Master Plan. His answer would be “no”. He stated the area in question was not discussed during the creation of the Master Plan. The Master Plan restricted uses and development on portions of the property so the hotel complex would remain the focal point of the historic district. Attorney White quoted from the Master Plan; “The Technical Review Committee has the right, by majority vote, to grant variance or modify the guidelines based on the applicant’s ability to demonstrate innovative approaches, design solutions, or future market conditions, which the committee feels is advantageous to, and in conformity with, the intent of the Master Plan and the guidelines.” There was brief discussion concerning updating the Master Plan. Attorney White stated that could be done, and has been discussed by the Town Board. Only Lot 1 and Lot 4 have the potential for development, as all others are already developed. 22. Is the historic façade view shed protected? Staff reviewed the View Corridor Maps, and found the corridors would not be impacted. 23. Is the proposed development in keeping with the desire to create a Stanley Hotel Campus, land uses, pedestrian circulation and outdoor space that contributes to a well-integrated built environment setting that encourages activity throughout Parcel 1? Director Chilcott stated more could be done with the pedestrian circulation, and recommended the parking area be removed. Generally, she found the proposed buildings did contribute to a well-integrated built environment. The Committee concurred. 24. In the interest of invoking new activity within Parcel 1, are impacts to adjacent developments ignored? Director Chilcott stated the TRC has addressed some of the impacts (parking, lighting, noise, hours of operation, change in grade, etc.) Director Chilcott stated the proposed land use is allowed, the project does not exceed maximum allowable development or floorplate (aka floor area ratio). Chair Lancaster called a 30 minute recess at 3:20 p.m. to allow staff to organize the findings. The meeting reconvened at 3:55 p.m. Planner Shirk read the following findings, which were agreed to by the TRC: 1. Parking Lot A. Provide parking analysis and operations plan. B. Substantially remove the parking lot from the front of the building to remove guest spaces. Porte-cochere, drop-off aisle, ADA spaces excepted. C. Provide necessary parking for use of the building on existing lots on Lot 1 and/or propose additional parking in a different location, including on-street parking on private access road. 2. Drainage A. Design alternate detention facilities that minimize impact to adjacent properties. Consider alternative drainage solutions, as necessary. 3. Noise A. Establish hours of operation and submit noise study; and, if necessary, a mitigation plan. 4. Lighting A. Submit photometric plan. Describe night-time lighting of the building in context of Lot 1 and describe impact on adjoining properties. 5. Pedestrian Circulation A. Submit a pedestrian circulation plan from hotel to the proposed building. RECORD OF PROCEEDINGS Technical Review Committee, Stanley Hotel Pavilion December 12, 2012 6. Traffic Flow A. Provide signage and physical improvements (e.g. turnarounds) to mitigate traffic turning around in Mountain Creek Townhome Condominiums. 7. Building Design/Architecture A. Review Architectural Review Committee comments, and redesign as appropriate. 8. Site Context A. Submit photo simulation to address scale of building as sited on the property, including off-street views. 9. Landscaping/Fencing A. Provide revised landscaping plan demonstrating additional neighborhood buffering. Remove fence from east and south of the building. Planner Shirk reviewed the requirements of the Technical Review Committee. Attorney White stated approval of the preliminary package could be by consensus. Following approval of the preliminary plan, a final plan would be submitted for final approval to the Technical Review Committee. There was consensus among the committee to agree with the findings as written. Chair Lancaster allowed additional public comment concerning the findings. Al Aspinall/Project Director stated it was premature for the applicant to comment. Chris Christian, resident of Mountain Creek Townhomes, appreciated the opportunity to provide input. He believed the findings may bring a viable solution. Roger Thorp/Designer stated he would like to have the opportunity to meet with Community Development staff and/or members of the TRC as questions arise in order to proceed as quickly as possible. It was welcomed by the TRC to be in contact with Mr. Thorp and Mr. Aspinall during the final revision process. The meeting was adjourned at 4:25 p.m. ____________________________________ Frank Lancaster, Chair ____________________________________ Karen Thompson, Recording Secretary     Tree Board Minutes November 16th, 2012 Members Present: Rex Poggenpohl, Barbara Williams, John Ericson Members Absent: Scott Roederer, Steven Day Others Present: Scott Zurn, Jen Imber, Brian Berg, Apryle Craig Quorum: No Tree Protection Rex reported on the development code content regarding protection of trees. Section 7.3 Tree and Vegetation Protection deals with tree/vegetation removal as well as tree/vegetation protection during construction/grading activities. New Tree Board Members Pending completion of interviews for both member applicants Apryle Craig and Celine Lebeau, Tree Board recommendation for these new members will appear on the Town Board agenda for the December 11th meeting. The board continued to discuss the possibility of recommending to the Town Board a reduction from seven to five in the number active Tree Board members. This topic will be added to the agenda for December’s meeting to discuss when a quorum is present. Budget The board briefly touched on budgeting for bus tours, tree planting and the Visitor’s Center master plan for 2013. Since a quorum was not present, the discussion was postponed until the December meeting. Website As part of an educational outreach and publicity effort, the board discussed the idea of producing a periodic article to include on the Tree Board section of the website, to be update bi-weekly or monthly. This topic will be added to the agenda for December’s meeting to discuss when more board members are present. Next Tree Board Meeting The next Tree Board meeting will be held on December 14th, 2012 at 8:30am.     Tree Board Minutes December 14th, 2012 Members Present: Rex Poggenpohl, Barbara Williams, Celine Lebeau, Apryle Craig Members Absent: Scott Roederer, Steven Day, John Ericson Others Present: Scott Zurn, Jen Imber Quorum: Yes Minutes Rex Poggenpohl moved to approve the meeting minutes from the November 22nd, 2012, meeting, with Barbara Williams seconding the motion, and all members present voting in favor of approval. Future Meetings & Public Notice The board decided on a new meeting time for 2013 meetings. The Tree Board meetings will be held on the third Tuesday of each month at 4:30pm. All tree board meetings must be publicly posted at least 24 hours in advance of the meeting time. Jen Imber will take care of putting future meeting times and agendas on the Town website. Budget The board allocated funds to 2013 projects, with Arbor Day receiving a budget of $750-$1000, $3000-$3500 going to tree planting, and $2000 for other educational programs. The board will discuss these items in more detail during the January 2013 meeting. Education The Estes Park Senior Center and the Estes Valley Recreation & Parks District have expressed interest in partnering with the Tree Board in educational pursuits. The Senior Center can help facilitate field trips by providing a vehicle for transportations and provide a space for lectures/classes. Next Tree Board Meeting The next Tree Board meeting will be held on January 15th, 2013 at 4:30pm. To: Honorable Mayor Pinkham Town Board of Trustees Town Administrator Lancaster From: Bo Winslow, Community Services Coordinator Date: January, 8, 2013 RE: Visitor Services Special Report: Video Sales in July – November, 2012 Video Sales at the Visitor Center: In response to a Town Board directed retail policy change at the end of June 2012, the Visitor Center now sells and displays DVDs that promote Rocky Mountain National Park and the Estes Park area. Installed in July of this year, an 80-inch TV screen continually plays the DVD Rivers of the Rockies without the soundtrack. The Visitor Center currently sells five different DVDs produced by Nick Molle’, with 50% of the proceeds coming to the Town: • Rivers of the Rockies – Blue Ray and regular version: $24.95 & $19.95 • Climb Longs Peak - $19.95 • Estes Park and Rocky Mountain National Park - $19.95 • Footprints on the Rockies - $19.95 • Real Rocky - $19.95 The Visitor Center also sells post cards, calendars and books from both the Rocky Mountain Nature Association and the Estes Park Museum. The Town receives 50% of the proceeds on the sale of post cards and calendars and nets 25-45% from the sale of books. The table below illustrates the total collected and percentage of sales attributed to video sales per month since the start of these sales on July 20 (July stats were not calculated since DVD sales began late in the month). On average, approximately 15% of the total sales August through November are from DVD sales, with a total of 121 videos sold and sales equaling $2,545. Community Services Memo Month Total DVDs sold + $ % of Monthly Sales Postcards: % of Monthly Sales + $ Calendars: % of Monthly Sales + $ Books: % of Monthly Sales + $ Total Monthly Sales* July 7 / $140 Not calculated due to partial month … $5,464 August 31 / $643 14% 17% / $805 56%/$2,659 13% / $642 $5,588 September 47 / $1,019 16% 12% / $764 62%/$3,842 10% / $624 $6,860 October 31 / $638 19% 14% / $483 58%/$1,952 9% / $302 $3,876 November 5 / $105 7% 14% / $199 68% / $988 11% / $168 $1,611 TOTAL: $23,399 * Total monthly sales deposit includes sales tax collected and post card stamp sales (sold at face value with no income to the town). The percentage of sales was calculated without including these totals. For comparison, the table below is provided to depict retail sales per month for the same months DVDs have been sold in 2012. Month 2007 2008 2009 2010 2011 July $8,691 $6,197 $7,977 $7,546 $7,414 August $7,562 $6,134 $7,750 $6,249 $6,471 September $7,014 $6,426 $7,074 $6,796 $6,917 October $4,086 $4,192 $4,434 $4,357 $5,025 November $1,522 $1,527 $1,575 $1,635 $1,337 TOTAL: $28,875 $24,476 $28,810 $26,583 $27,164 Note: The years 2005 and 2006 have been omitted in the table above because sales records from those years include income from stakeholder sales and services. The division of Stakeholder Services was managed by Visitor Services until a Stakeholder Services Manager was hired by the CVB in January of 2007. Going forward from that time, proceeds from the sale of stakeholder services was recorded separately, allowing for separate retail records in Visitor Services. As illustrated in the tables above, total sales July – November were down over the same time-period since 2007. It is not surprising total sales are down, given the significant decrease in foot traffic in the Visitor Center in 2012. Retail sales could have potentially been even lower without the addition of the sale of DVDs that began in July. The table below illustrates the total retail sales each year since the creation of the Convention and Visitors Bureau in 2004. There were no retail sales until 2005; at that time, the Visitor Center was stationed in the old information building while the new Visitor Center was built. Visitor Services commenced operations at the new Center in April, 2006. 2005 $17,675 2006 $39,299 2007 $43,554 2008 $36,485 2009 $42,582 2010 $40,175 2011 $39,192 2012 thru 12-8-12 $33,720* *Estimate for year-end 2012 total = $34,200 Budget: N/A Recommendation: N/A SERVINGESTESVALLEYSERVING  ESTES  VALLEYRESIDENTS  IN  NEED  FOR30  YEARS •PROVIDES SHORT TERM ASSISTANCE TO LOW INCOME CLIENTS.PROVIDES ONGOING SERVICES FOR CLIENTS ON•PROVIDES ONGOING SERVICES FOR CLIENTS ON LOW FIXED INCOMES.•ENCOURAGES CLIENTS TO BECOME SELF SUFFICIENTENCOURAGES CLIENTS TO BECOME SELF SUFFICIENTTHROUGH EDUCATIONAL OPPORTUNITIES•PARTNERS WITH OTHER AGENCIES TO MAXIMIZE BENEFITSTO CLIENTSTO CLIENTS•TREATS EQUALLY ALL PERSONS REGARDLESS OF AGE, RACE,RELIGIOUS BELIEF, COUNTRY OF ORIGIN, DISABILITY OR ,,SEXUAL PREFERENCE. P R O G R A M S E R V I C E SA FOOD PANTRYA. FOOD PANTRYCrossroads distributes food to those in need…when people:•need food to surviveneed food to survive•need to supplement their food supply•need food to avoid crisisfood boxes:•3 to 5 day supply of a variety of foods is given forclients to take home & prepare•clients may receive food twice monthly or moreoften in emergency FOOD SOURCESFood Bank forLocal Community65%Food Bank for Larimer County35%35% B. EMERGENCY VOUCHER SERVICESCrossroads makes basic human services available to lowincome households who need them but can’t afford them.1. Housing assistance:•rent, mortgage•emergency lodging•rental deposit2 Utility assistance:2. Utility assistance:•electricity, gas - prevent & restore shut-offs •propane, other - replenish fuel supply 3. Medical costs assistance: •medical•dental•prescriptions•mental health4. Transportation assistance:a spo tat o ass sta ce•gasoline•replace tires •vehicle repairsilt it•special transit•relocation5. Laundry, showers, clothing, household goodsgoods C. CASE MANAGEMENT SERVICES:•Connect clients to helpful services•Give clients follow along supportgpp•Help clients set goals to achieve self-sufficiencyD. SELF SUFFICIENCY: Education•money management classes•energy efficiency classes 11fi il hi•1 : 1 financial coachingE. REFERRALS TO:•public community services•public community services•private community services HOW MANY PEOPLE SERVED100012001400400600800HouseholdsIndividualsChildren02004002007 2008 2009 2010 2011 2012 HOW MANY UNITS OF SERVICE10001000020071002008200920102011110FOODHSGUTIL2012FOODHSGUTIL HOW MANY UNITS OF SERVICE35040045050020071502002503003502008200920102011050100150MEDTRANHYG$MGMT2012MEDTRANHYG$ MGMT HOW MANY REQUESTS PER MONTH7008009003004005006000100200200720082009201020112012200720082009201020112012 PROGRAM COSTS FOR DIRECT ASSISTANCE TO CLIENTS$200$250$100$150$200Thousands201020112012$0$50Food Housing UtilitiesServiceService PROGRAM COSTS FOR DIRECT ASSISTANCE TO CLIENTS$10$12$4$6$8$10Thousands201020112012$0$2Medical Transport Laundry Self SufficiencyService $18,000 TOWN 2012 GRANT DOLLARSHSGINDIRECT COSTSUTILTRANHYGMED Our thanks to the Town of Estes Parkfor grant support for the program services delivered by Crossroadsfor grant support for the program services delivered by Crossroads Ministry to low income families. As living costs continue to rise and households in poverty are challenged to meet the higher costs, the funding you award to Crossroads Ministry is making it possible for these Estes Park residents to lead better lives. Website: www.crossroadsministryofep.org       C R O S S R O A D S     M I N I S T R Y    of    E S T E S    P A R K ,    I N C .          SERVING    ESTES    VALLEY  RESIDENTS    IN    NEED    FOR  3 0    YEARS                M I S S I O N :      “ TO  EXHIBIT  CHRISTIAN  LOVE  BY                                    PROVIDING  BASIC  HUMAN  SERVICES                                          TO  RESIDENTS  IN  NEED  IN  THE                                                        ESTES  VALLEY. ”     E L E M E N T S :      []   TO  OPERATE  AS  A  CHRISTIAN  SERVICE  ORGANIZATION      []    TO  PROVIDE  SHORT  TERM  ASSISTANCE  TO  LOW           INCOME  CLIENTS     []    TO  PROVIDE  ONGOING  SERVICES  TO  CLIENTS  ON           LOW  FIXED  INCOMES     []    TO  ENCOURAGE  SELF  SUFFICIENCY  OF  CLIENTS          THROUGH  EDUCATIONAL  OPPORTUNITIES     []    TO  PARTNER  WITH  OTHER  AGENCIES  IN  ORDER           TO  MAXIMIZE  BENEFITS  TO  CLIENTS    []      TO  TREAT  EQUALLY  ALL  PERSONS  REGARDLESS  OF           AGE,  RACE,  RELIGIOUS  BELIEF,  COUNTRY  OF  ORIGIN,           DISABILITY  OR  SEXUAL  PREFERENCE.                          P  R  O  G  R  A  M      S  E  R  V  I  C  E  S                          A.  FOOD     PANTRY              the distribution  of food  to those  in  need              GOALS:                          ensure  that anyone who is  hungry  has               reasonable  access to food                meet needs of  households  seeking              food assistance to survive.                meet  needs  of  households  that  need                 to supplement  their  food supply  to              avoid  crisis.                meet  needs  of  households  that  need              continuing  food  assistance  to  avoid  crisis                  DISTRIBUTION:                a  3  to  5  day  supply  of  a  variety  of  foods  is                  given  for  clients  to  take  home  &  prepare  meals                              clients  may  receive  food  twice  monthly  or              more  often  in  emergency  circumstance                  SOURCES:                                                        35 %  food,    Food  Bank ‐ Larimer  County                                     65 %  food,    local  community                       B.    EMERGENCY     VOUCHER     SERVICES      P U R P O S E :         Low  income  people  will  be  able  to  access  the         basic  human  services  they  need,  but  otherwise             are  unable to  afford  and  receive.      C R O S S R O A D S    P R O G R A M S :        1.     Make  basic  human  services  available  to  low            income  households  who  need  them.    2.     Relieve   clients’  immediate  financial  crises             related  to  the  services  they  need.    3.     Stabilize  clients’  living  situations  through  internal             services  and  referral  to  community  services.    4.     Help  clients  achieve  self  sufficiency  so  they  will             no  longer  need  Crossroads  services.       E M E R G E N C Y   V O U C H E R   S E R V I C E S               1.    housing  assistance :    rent,  mortgage                                                           emergency  lodging                                                          rental  deposit                2.    utility  assistance:                        electricity,  gas    ‐     prevent  &  restore  shut‐offs                                          propane,  other   ‐     replenish  fuel  supply                                         3.    medical  costs  assistance:     medical                                                                        dental                                                                       prescriptions                                                                      mental  health                                                                                        4.    transportation  assistance:    gasoline                                                                        replace   tires                                                                       vehicle  repairs                                                                               special  transit                                                                      relocation                5.     laundry,   showers,   clothing,   household  goods                           C.    CASE  MANAGEMENT  SERVICES:         []        connections  to  helpful  services               []        follow along  support               []        clients  set  goals  to  achieve                        self‐sufficiency                                                                                               D.     SELF  SUFFICIENCY  CLASSES :                        []        money  management                   []        energy  efficiency                     []        plus   1 : 1  coaching         E.       REFERRAL  TO:                                            public   community  services                                                  private  community  services        H  O  W    M  A  N  Y    P  E  O  P  L  E         W E R E    S  E  R  V  E  D    I N   2 0 1 2 :                               1 , 1 2 8         I N D I V I D U A L S                                     7 3 3        A D U L T S                                 3 9 5        C H I L D R E N                                 4 5 6         H O U S E H O L D S      H  O  W     M  U  C  H     A  S  S  I  S  T  A  N  C  E        W A S     G I V E N   I N   2 0 1 2 :               3 , 0 7 8     S E R V I C E     E N C O U N T E R S     Y E A R               1 2 8      S E R V I C E     E N C O U N T E R S     W E E K                     9 , 5 5 6      U N I T S     S E R V I C E     Y E A R                        1 8 4       U N I T S     S E R V I C E    W E E K    S E R V I C E         U N I T S    P E R S O N S    C O S T S           F O O D                          2 , 5 0 3              9 7 0            $  1 8 6 , 4 2 5    H O U S I N G                     2 0 4               2 2 0            $     5 7 , 9 3 1     U T I L I T Y                         1 9 3              2 8 1             $     3 5 , 6 2 8    M E D I C A L                      1 2 0                 8 6              $    1 4 , 8 6 9    TRANSPORTATION           2 4 6              1 9 3             $    1 3 , 5 6 7    C L O T H I N G                   2 7 1             2 7 7             $        3, 3 7 9    LAUNDRY/SHOWER           3 6                  3 3              $           6 2 3    SELF  SUFFICIENCY              4 6                 4 6               $      3 , 7 2 8               Money  Mgmt  Class     26             1:1  Credit  Counseling  20          **   The figures shown above include some Salvation Army, Estes Park Extension vouchers          that were issued through Crossroads Ministry.  C L I E N T     S T A T I S T I C S    5 3 %   ARE   FEMALE ,   4 7 %   A R E   M A L E  5 4 %   CAUCASIAN ,   3 9%  HISPANIC  7 %   AFRICAN   AMERICAN /  NATIVE   AMERICAN / ASIAN‐PACIFIC  ISLANDER    8 9 %   RESIDE   IN   ESTES   PARK  1 1 %   RESIDE  IN  NEARBY   COMMUNITIES    1 7 %   AT   OR   BELOW   185 %   FEDERAL    POVERTY   LEVEL  8 3 %   AT   OR   BELOW   125 %   FEDERAL     POVERTY   LEVEL    4 %   DISABLED  1 5 %   SINGLE   PARENTS  7 %   SENIORS   OVER   6 0  ADDITIONAL   INFORMATION     Crossroads  Ministry  is   a   501(c)(3)   nonprofit   organization    that  operates   under   a   volunteer   Board   of   Directors.          It  has  4   paid   staff  &  65   part   time   volunteers.              One  in  ten  persons  in  Estes  Park  is  economically             disadvantaged  and  qualifies  for  assistance  from                                      Crossroads  Ministry.      [][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][]         Our  thanks  to  the Town  of  Estes  Park  for  grant   support  for  the  program  services  delivered  by   Crossroads  Ministry  for  low  income  families,  those   on  fixed  incomes,  and  the  working  poor.  As  living   costs  continue  to rise  and  households  in  poverty  are    challenged  to  meet  the  higher  costs,  the  funding   you  awarded  to  Crossroads  Ministry  will make  it   possible  for  these  Estes  Park  residents  to  lead   better  lives.      Website:  www.crossroadsministryofep.org  Page 1 of 1 To: Honorable Mayor Pinkham Town Board of Trustees Town Administrator Lancaster From: Will Birchfield, Chief Building Official Alison Chilcott, Community Development Director Date: January 22, 2013 RE: Courtyard Shops (165 – 225 Virginia Drive) Code Compliance Report Background: In June 2012, staff began working cooperatively with the Courtyard Shops property owner, First State Bank, to resolve code violations/life safety concerns on the property. Of concern are the approximately dozen unpermitted residential units. Since June the following progress has been made: ▪ Hazards have been reduced: o The property owner installed smoke/CO detectors in all residential units. o The roof top restaurant has been closed. o Seasonal residential tenants have vacated (reduced residential occupancy). ▪ The Chief Building Official notified tenants of life safety concerns. ▪ The property owner/buyer’s architect submitted a code analysis on January 11th and change of use application on January 15th, which determined an NFPA 13 sprinkler system is required. All other code requirements flow from this determination, e.g. egress windows and fire-rated separation between uses is not required. The next step is to pull a sprinkler permit from the Fire District, install the sprinkler system, and continue the dialog with the Town regarding code requirements. Staff’s goal is to continue working cooperatively to resolve code violations/life safety concerns and legally permit the residential units. Staff appreciates the property owner pro-actively addressing life safety concerns. Staff will keep Town Board informed of progress. Budget: N/A Recommendation: N/A Community Development Memo Community Development Memo To: Honorable Mayor Pinkham Board of Trustees Town Administrator Lancaster From: Dave Shirk, Planner Date: January 22, 2013 RE: AMENDED PLAT OF LOTS 1A & 1C OF THE REPLAT OF A PORTION OF LOT 4, AND ALL OF LOT , STANLEY MEADOWS ADDITION, 610 Big Thompson Avenue, Estes Park Sanitation District/Owner Background: This is a request to combine two lots into a single lot in anticipation of future Estes Park Sanitation District sewage treatment plant improvements. This request was continued from the November 27 meeting to allow opportunity for the Public Works Department and the Sanitation District to formalize rights-of-access. The sanitation district accesses it’s treatment facility through the Visitors Center parking lot; the Town Park’s Department accesses it’s shop through the treatment facility (with a driveway that continues back onto EPSD property forming a loop system). At issue is the lack of ‘cross-easements’ between the Parks Shop lot and the EPSD lot. Please refer to attached aerial photo. Since the continuance, an access easement has been added to the plat map, and an access easement to dedicate has been prepared by the Town Attorney (draft attached; per Town Attorney, revisions pending). Budget: Fee waiver request. Planning Commission Recommendation: On Tuesday December 18, 2012, the Estes Valley Planning Commission held a public hearing to discuss the Amended Plat of Lots 1A and 1C of the replat of a portion of Lot 4 and all of Lot 1 Stanley Meadows Addition. At that time, the Planning Commission found: 1. The Town of Estes Park and the Estes Park Sanitation District should negotiate a formal access agreement regarding the existing access to the Town park shops. 2. This proposal complies with applicable sections of the Estes Valley Development Code, including Section 3.9.E “Standards for Review” and 10.3 “Review Procedures.” 3. Approval will not be materially detrimental to the public welfare, injurious to other property in the neighborhood, or in conflict with the purposes and objectives of this Code. 4. This request has been submitted to reviewing agency staff for consideration and comment. No significant issues or concerns were expressed by reviewing staff relative to code compliance or the provision of public services. 5. Within sixty (60) days of the Board’s approval of the amended plat, the developer shall submit the plat for recording. If the plat is not submitted for recording within this sixty-day time period, the approval shall automatically lapse and be null and void. 6. This is a Planning Commission recommendation the Town Board of the Town of Estes Park; The Planning Commission voted unanimously (6-0, one absent) to recommend APPROVAL of the proposed Amended Plat of Lots 1A and 1C of the replat of a portion of Lot 4 and all of Lot 1 Stanley Meadows Addition CONDITIONAL TO: 1. An access agreement between the Town of Estes Park and the Estes Park Sanitation District shall be recorded. This agreement shall be address the issues raised in the letter from EPSD to the Public Works Department dated November 14, 2012. Sample Motion: I move for the approval (or disapproval) of the Amended Plat of Lots 1A and 1C of the replat of a portion of Lot 4 and all of Lot 1 Stanley Meadows Addition subject to the findings and conditions recommended by the Planning Commission; and approval of the access easement across Lot 1B (Park Shop lot) to proposed Lot 1(EPSD). Page 1 To: Honorable Mayor Pinkham Board of Trustees Town Administrator Lancaster From: Alison Chilcott, Director Dave Shirk, Planner Date: January 22, 2013 RE: Fee Waiver Request - Estes Park Sanitation Amended Plat Application Fee Background: The Estes Park Sanitation District (EPSD) is requesting waiver of $3,080 in development applications fees for: ▪ An amended plat application ($580) to combine two lots into one. The lots are part of the Stanley Meadows Addition and are located at 610 Big Thompson Avenue next to the Estes Park Visitor Center. The application can be viewed at www.estes.org/currentapplications. ▪ A special review/location and extent review application ($500 pre-application fee and $2,000 application fee) for a sewage treatment facility upgrade. This application has not been submitted or scheduled for review. The attached September 4, 2012 letter from EPSD further describes the request. Since this request is in excess of $3,000 Town Board is the decision-making body. Budget: General Fund Revenue: Charges for Services — Application Fees - Inside Account #: 101-1600-341.30-00 $3,080 in reduced revenue. Recommendation On September 27, 2012, Community Development/Community Services recommended the fee waiver be a Town Board Action Item and EPSD staff be present to discuss the EPSD fee waiver policy. Community Development Memo PUBLIC WORKS Memo To: Honorable Mayor Pinkham Board of Trustees Town Administrator Lancaster From: Scott Zurn, PE, Public Works Director Date: January 22, 2013 RE: Transportation Advisory Committee Mission Statement Background: In April of 2012 the Town Board’s appointed Transportation Visioning Committee, (TVC), completed their work subsequently submitting a comprehensive report with their recommendations to the Town Board of Trustees. One of the recommendations of the TVC was to form a Citizen’s Transportation Advisory Committee (TAC) that would meet with Town staff and review transportation initiatives providing input with recommendations supporting the TVC report. In an effort to support the TVC recommendations staff has started the process to implement one of the TVC recommendations, to form a citizen’s transportation committee. We have advertised for TAC applicants through the local paper with a deadline of January 7, 2013. As of January 4th we have received only one application. If we do not receive the requisite number of applicants (7) we will re-advertise, submit a series of press releases and initiate other recruitment strategies as needed. Staff has also looked at five other communities (Arvada, Fort Collins, Greeley, Loveland and Glenwood Springs) who use a transportation committee system as part of their transportation planning. It is our plan to have a sitting transportation committee in place by the end of the first quarter of 2013. At this point staff is seeking approval from the Town Board regarding the direction currently initiated, including the draft mission statement, and input of any changes the Town Board would like implemented. Draft Mission Statement: The mission of the Town of Estes Park Transportation Advisory Committee is to: support comprehensive transportation planning that enhances the quality of life for the citizens, business and visitors to the Town of Estes Park; support the continued safety and maintenance of the Town of Estes Park Transportation System and to review and recommend transportation related capital projects to implement the Board of Trustees’ transportation goals. The Committee will act as a sounding board to the Board of Trustees and the Town department of Public Works on transportation planning, construction and maintenance issues including: roads, transit, trails, pedestrian access, parking and air quality. The Committee will support the Town Board and staff in local and regional transportation planning and promote cooperative efforts to resolve transportation issues in the Estes valley. Sample Motion: I move to approve/deny the mission statement for the Transportation Advisory Committee. Page 1 Town Attorney Memo To: Honorable Mayor Pinkham Board of Trustees From: Gregory A. White, Town Attorney Date: January 17, 2013 RE: Ordinance No. 1-13 - Public Service Company Natural Gas Franchise Agreement Background: Public Service Company of Colorado (Xcel Energy) is the current franchisee of the Town for operation and distribution of natural gas within and through the Town. The current Franchise Agreement was approved by Ordinance No. 11-92 in November of 1992. The term of the franchise was twenty years. Article 32 of Title 31 of the Colorado Revised Statutes requires that any entity seeking this type of franchise file and publish a Notice of Application with the Town. Public Service Company of Colorado has filed its Notice of Application for a new franchise with the Town and published the Notice for a public hearing on December 11, 2012 to begin the process before the Town Board. The statutory provisions require that this franchise be approved by ordinance and that the ordinance be read at a regular meeting of the Town Board and then considered, and if appropriate, adopted at a subsequent meeting of the Town Board. Ordinance No. 1-13 was read at the December 11, 2012 meeting, as required by the statute. The hearing on Ordinance No. 1-13 was continued until January 22, 2013. Ordinance No. 1-13 is before the Town Board for its consideration of granting a new natural gas franchise to Public Service Company of Colorado. Attached to Ordinance No. 1-13 as Exhibit A is the proposed Franchise Agreement between the Town and Public Service Company. The Franchise Agreement contains the following provisions: 1. The Town grants to Public Service Company of Colorado (the “Company”) a non- exclusive right to make reasonable use of the Town’s streets, public utility easements and other Town property to install, operate and maintain Company facilities for the sale, storage, transportation and distribution of utility service within and through the Town. The utility service is for the provision of natural gas by Public Service to its customers within the Town. 2. The Company will pay a franchise fee to the Town equal to 3% of the gross revenues as defined in the Franchise Agreement. The 3% franchise fee is standard for natural gas franchises in Colorado. 3. The term of the Franchise Agreement is twenty (20) years. The Company has requested twenty years in order for the Company to continue to make capital investments in its distribution facilities within the Town. 4. The Franchise Agreement contains provisions which require the Company to perform all of its work within the Town’s streets and other Town property in a high quality manner, timely, in a manner that minimizes inconvenience to the public, is cost effective, and in accordance with all applicable laws including all Town permits. 5. The Franchise Agreement contains provisions with regard to relocation of Company facilities and restoration of areas affected by installation and operation of Company facilities. 6. The Franchise Agreement contains provisions requiring cooperation between the Company and the Town for advanced planning to allow coordination of installation of Company facilities within Town streets, time periods for relocation, and performance standards for projects installed by the Company. 7. The Franchise Agreement requires the Company to indemnify and hold the Town harmless from all damages, claims, and liabilities caused by the negligence or intentional conduct of the Company in the operation of its business in the Town. Budget: Revenue from the new Franchise Agreement will be substantially the same as the current Franchise Agreement. Staff Recommendation: Staff recommends approval of Ordinance No. 1-13. Sample Motion: I move to approve/deny Ordinance No. 1-13. ORDINANCE NO. 01- 13 AN ORDINANCE OF THE TOWN OF ESTES PARK, LARIMER COUNTY, COLORADO, GRANTING BY FRANCHISE TO PUBLIC SERVICE COMPANY OF COLORADO, ITS AFFILIATES, SUCCESSORS AND ASSIGNS, THE RIGHT TO USE THE STREETS WITHIN THE TOWN TO FURNISH, SELL, TRANSMIT AND DISTRIBUTE NATURAL GAS TO THE TOWN AND TO ALL RESIDENTS OF THE TOWN, GRANTING THE RIGHT TO ACQUIRE, CONSTRUCT, INSTALL, LOCATE, MAINTAIN, OPERATE AND EXTEND INTO, WITHIN AND THROUGH THE TOWN ALL FACILITIES REASONABLY NECESSARY TO FURNISH, SELL, TRANSMIT AND DISTRIBUTE NATURAL GAS WITHIN AND THROUGH THE TOWN. WHEREAS, on December 11, 2012, Public Service Company of Colorado filed with the Board of Trustees of the Town of Estes Park its Notice of Application for Franchise; and WHEREAS, accompanying said Notice of Application was an Affidavit of Publication indicating that the provisions of Section 31-32-102 C.R.S. had been met; and WHEREAS, this Ordinance was introduced and read at length on December 11, 2012, at the regular meeting of the Board of Trustees of the Town of Estes Park; and WHEREAS, following the reading in full of this Ordinance, this Ordinance was published as required by the provisions of Section 31-32-103 C.R.S.; and WHEREAS, at the regular meeting of the Board of Trustees of the Town of Estes Park on January 22, 2013, this Ordinance was read in full; and WHEREAS, the Board of Trustees of the Town of Estes Park has determined that it is in the best interests of the Town and the citizens of the Town of Estes Park for the adoption of this Ordinance. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: Section 1. The Town of Estes Park, pursuant to the applicable provisions of Article 32 of Title 31, C.R.S., hereby grants a franchise to the Public Service Company of Colorado, its successors and assigns, for the right to use the streets within the Town to furnish, sell, transmit and distribute natural gas to the Town and to all residents of the Town, granting the right to acquire, construct, install, locate, maintain, operate and extend into, within and through the Town all facilities reasonably necessary to furnish, sell, transmit and distribute natural gas within and through the Town as more fully set forth on the Franchise Agreement attached herein by this reference. Section 2. This Ordinance shall take effect and be in force thirty (30) days after its adoption and publication. INTRODUCED, READ, AND PASSED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK on this _______ day of ______________, 2013. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk I hereby certify that the above Ordinance was introduced and read at the meeting of the Board of Trustees on the _______ day of ___________, 2013, and published in a newspaper of general circulation in the Town of Estes Park, Colorado, on the _______ day of _____________________, 2013. _____________________________ Town Clerk FRANCHISE AGREEMENT BETWEEN THE TOWN OF ESTES PARK, COLORADO AND PUBLIC SERVICE COMPANY OF COLORADO ARTICLE 1 DEFINITIONS ARTICLE 2 GRANT OF FRANCHISE ARTICLE 3 TOWN POLICE POWERS ARTICLE 4 FRANCHISE FEE ARTICLE 5 ADMINISTRATION OF FRANCHISE ARTICLE 6 SUPPLY, CONSTRUCTION, AND DESIGN ARTICLE 7 RELIABILITY ARTICLE 8 COMPANY PERFORMANCE OBLIGATIONS ARTICLE 9 BILLING AND PAYMENT ARTICLE 10 PURCHASE OR CONDEMNATION ARTICLE 11 TRANSFER OF FRANCHISE ARTICLE 12 CONTINUATION OF UTILITY SERVICE ARTICLE 13 INDEMNIFICATION AND IMMUNITY ARTICLE 14 BREACH ARTICLE 15 AMENDMENTS ARTICLE 16 EQUAL OPPORTUNITY ARTICLE 17 MISCELLANEOUS i TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ....................................................................................................... 1 §1.1 “Board” or “Town Board” ........................................................................................ 1 §1.2 “Company” ............................................................................................................... 1 §1.3 “Company Facilities” ................................................................................................ 1 §1.4 “Force Majeure” ........................................................................................................ 1 §1.5 “Gross Revenues” ..................................................................................................... 1 §1.6 “Other Town Property” ............................................................................................. 1 §1.7 “Private Project” ....................................................................................................... 2 §1.8 “Public Project” ........................................................................................................ 2 §1.9 “Public Utilities Commission” or “PUC” ................................................................. 2 §1.10 “Public Utility Easement” ......................................................................................... 2 §1.11 “Relocate,” “Relocation,” or “Relocated” ................................................................ 2 §1.12 “Residents” ............................................................................................................... 2 §1.13 “Streets” or “Town Streets” ...................................................................................... 2 §1.14 “Supporting Documentation”.................................................................................... 2 §1.15 “Tariffs” .................................................................................................................... 2 §1.16 “Town” ...................................................................................................................... 3 §1.17 “Utility Service”........................................................................................................ 3 ARTICLE 2 GRANT OF FRANCHISE..................................................................................... 3 §2.1 Grant of Franchise..................................................................................................... 3 §2.2 Conditions and Limitations. ...................................................................................... 3 §2.3 Effective Date and Term. .......................................................................................... 4 ARTICLE 3 TOWN POLICE POWERS ................................................................................... 4 §3.1 Police Powers ............................................................................................................ 4 §3.2 Regulation of Streets or Other Town Property ......................................................... 4 §3.3 Compliance with Laws ............................................................................................. 4 ARTICLE 4 FRANCHISE FEE ................................................................................................. 4 §4.1 Franchise Fee. ........................................................................................................... 4 §4.2 Remittance of Franchise Fee. .................................................................................... 5 §4.3 Franchise Fee Payment not in Lieu of Permit or Other Fees .................................... 6 ARTICLE 5 ADMINISTRATION OF FRANCHISE ................................................................ 6 §5.1 Town Designee ......................................................................................................... 6 §5.2 Company Designee ................................................................................................... 7 §5.3 Coordination of Work. .............................................................................................. 7 ARTICLE 6 SUPPLY, CONSTRUCTION, AND DESIGN...................................................... 7 §6.1 Purpose ...................................................................................................................... 7 §6.2 Supply ....................................................................................................................... 7 §6.3 Charges to the Town for Service to Town Facilities. ............................................... 7 §6.4 Restoration of Service. .............................................................................................. 8 §6.5 Obligations Regarding Company Facilities. ............................................................. 8 §6.6 Excavation and Construction .................................................................................... 9 §6.7 Restoration ................................................................................................................ 9 ii §6.8 Relocation of Company Facilities. .......................................................................... 10 §6.9 New or Modified Service Requested by Town ....................................................... 12 §6.10 Service to New Areas.............................................................................................. 12 §6.11 Town Not Required to Advance Funds If Permitted by Tariffs ............................. 12 §6.12 Technological Improvements.................................................................................. 12 ARTICLE 7 RELIABILITY ..................................................................................................... 12 §7.1 Reliability ................................................................................................................ 12 §7.2 Franchise Performance Obligations ........................................................................ 12 §7.3 Reliability Reports .................................................................................................. 13 ARTICLE 8 COMPANY PERFORMANCE OBLIGATIONS ............................................... 13 §8.1 New or Modified Service to Town Facilities .......................................................... 13 §8.2 Adjustments To Company Facilities ....................................................................... 13 §8.3 Third Party Damage Recovery. ............................................................................... 14 ARTICLE 9 BILLING AND PAYMENT ................................................................................ 14 §9.1 Billing for Utility Services. ..................................................................................... 14 §9.2 Payment To Town ................................................................................................... 15 ARTICLE 10 PURCHASE OR CONDEMNATION ............................................................... 15 §10.1 Municipal Right to Purchase or Condemn. ............................................................. 15 ARTICLE 11 TRANSFER OF FRANCHISE .......................................................................... 16 §11.1 Consent of Town Required ..................................................................................... 16 §11.2 Transfer Fee ............................................................................................................ 16 ARTICLE 12 CONTINUATION OF UTILITY SERVICE ..................................................... 16 §12.1 Continuation of Utility Service ............................................................................... 16 ARTICLE 13 INDEMNIFICATION AND IMMUNITY ........................................................ 17 §13.1 Town Held Harmless .............................................................................................. 17 §13.2 Immunity ................................................................................................................. 17 ARTICLE 14 BREACH ........................................................................................................... 17 §14.1 Non-Contestability .................................................................................................. 17 §14.2 Breach. .................................................................................................................... 17 ARTICLE 15 AMENDMENTS ............................................................................................... 18 §15.1 Proposed Amendments ........................................................................................... 18 §15.2 Effective Amendments ............................................................................................ 19 ARTICLE 16 EQUAL OPPORTUNITY ................................................................................. 19 §16.1 Economic Development .......................................................................................... 19 §16.2 Employment. ........................................................................................................... 19 §16.3 Contracting. ............................................................................................................. 20 §16.4 Coordination ........................................................................................................... 20 ARTICLE 17 MISCELLANEOUS .......................................................................................... 21 §17.1 No Waiver ............................................................................................................... 21 iii §17.2 Successors and Assigns ........................................................................................... 21 §17.3 Third Parties ............................................................................................................ 21 §17.4 Notice ...................................................................................................................... 21 §17.5 Examination Of Records ......................................................................................... 22 §17.6 List of Utility Property ............................................................................................ 22 §17.7 PUC Filings ............................................................................................................. 22 §17.8 Information ............................................................................................................. 22 §17.9 Payment of Taxes and Fees. .................................................................................... 23 §17.10 Conflict of Interest .................................................................................................. 23 §17.11 Certificate of Public Convenience and Necessity ................................................... 23 §17.12 Authority ................................................................................................................. 23 §17.13 Severability ............................................................................................................. 23 §17.14 Force Majeure ......................................................................................................... 24 §17.15 Earlier Franchises Superseded ................................................................................ 24 §17.16 Titles Not Controlling ............................................................................................. 24 §17.17 Applicable Law ....................................................................................................... 24 §17.18 Payment Of Expenses Incurred By Town In Relation To Franchise Agreement ... 24 §17.19 Incremental Costs.................................................................................................... 24 §17.20 Conveyance of Town Streets, Public Utility Easements or Other Town Property . 24 1 ARTICLE 1 DEFINITIONS For the purpose of this franchise agreement (“Franchise”), the following words and phrases shall have the meaning given in this Article. When not inconsistent with context, words used in the present tense include the future tense, words in the plural include the singular, and words in the singular include the plural. The word “shall” is mandatory and “may” is permissive. Words not defined in this Article shall be given their common and ordinary meaning. §1.1 “Board” or “Town Board” refers to and is the legislative body of the Town. §1.2 “Company” refers to Public Service Company of Colorado, a Colorado corporation and an Xcel Energy company and its successors and assigns including affiliates or subsidiaries that undertake to perform any of the obligations under this Franchise. §1.3 “Company Facilities” refer to all facilities of the Company reasonably necessary or desirable to provide gas service into, within and through the Town, including but not limited to plants, works, systems, transmission and distribution structures, lines, equipment, pipes, mains, conduit, underground lines, gas compressors, meters, meter reading devices, communication and data transfer equipment, control equipment, gas regulator stations and all appurtenances thereto. §1.4 “Force Majeure” means the inability to undertake an obligation of this Franchise due to a cause that could not be reasonably anticipated by a party or is beyond its reasonable control after exercise of best efforts to perform, including but not limited to fire, strike, war, riots, terrorist acts, acts of governmental authority, acts of God, floods, epidemics, quarantines, labor disputes, unavailability or shortages of materials or equipment or failures or delays in the delivery of materials. Neither the Town nor the Company shall be in breach of this Franchise if a failure to perform any of the duties under this Franchise is due to a Force Majeure condition. §1.5 “Gross Revenues” refers to those amounts of money that the Company receives from the sale of gas within the Town under rates authorized by the Public Utilities Commission, as well as from the transportation of gas to its customers within the Town and those amounts of money, excluding expense reimbursements, which the Company receives from the use of Company facilities in Streets and Other Public Places (unless otherwise preempted by applicable federal or state law), as adjusted for refunds, net write-offs of uncollectible accounts, corrections, or regulatory adjustments. Regulatory adjustments include, but are not limited to, credits, surcharges, refunds, and pro-forma adjustments pursuant to federal or state regulation. “Gross Revenues” shall exclude any revenues from the sale or transportation of gas to the Town. §1.6 “Other Town Property” refers to the surface, the air space above the surface and the area below the surface of any property owned by the Town or directly controlled by the Town 2 due to the Town’s real property interest in the same or hereafter owned by the Town, that would not otherwise fall under the definition of “Streets,” but which provides a suitable location for the placement of Company Facilities as specifically approved in writing by the Town. Other Town Property does not include Public Utility Easements. §1.7 “Private Project” refers to any project which is not covered by the definition of Public Project. §1.8 “Public Project” refers to (1) any public work or improvement within the Town that is wholly or beneficially owned by the Town; or (2) any public work or improvement within the Town where fifty percent (50%) or more of the funding is provided by any combination of the Town, the federal government, the State of Colorado, any Colorado county, but excluding all entities established under Title 32 of the Colorado Revised Statutes. §1.9 “Public Utilities Commission” or “PUC” refers to the Public Utilities Commission of the State of Colorado or other state agency succeeding to the regulatory powers of the Public Utilities Commission. §1.10 “Public Utility Easement” refers to any platted easement over, under, or above public or private property, expressly dedicated to, and accepted by, the Town for the use of public utility companies for the placement of utility facilities, including but not limited to Company Facilities. §1.11 “Relocate,” “Relocation,” or “Relocated” refers to the definition assigned such terms in Section 6.8.A of this Franchise. §1.12 “Residents” refers to all persons, businesses, industries, governmental agencies, including the Town, and any other entity whatsoever, presently located or to be hereinafter located, in whole or in part, within the territorial boundaries of the Town. §1.13 “Streets” or “Town Streets” refers to the surface, the air space above the surface and the area below the surface of any Town-dedicated or Town-maintained streets, alleys, bridges, roads, lanes, access easements, and other public rights-of-way within the Town, which are primarily used for vehicle traffic. Streets shall not include Public Utility Easements and Other Town Property. §1.14 “Supporting Documentation” refers to all information reasonably required or needed in order to allow the Company to design and construct any work performed under the provisions of this Franchise. Supporting Documentation may include, but is not limited to, construction plans, a description of known environmental issues, the identification of critical right of way or easement issues, the final recorded plat for the property, the date the site will be ready for the Company to begin construction, the date gas service and meter set are needed, and the name and contact information for the Town’s project manager. §1.15 “Tariffs” refer to those tariffs of the Company on file and in effect with the PUC or other governing jurisdiction, as amended from time-to-time. 3 §1.16 “Town” refers to the Town of Estes Park, a municipal corporation of the State of Colorado. §1.17 “Utility Service” refers to the sale of gas to Town Residents by the Company under rates and Tariffs approved by the PUC, as well as the delivery of gas to Residents by the Company. ARTICLE 2 GRANT OF FRANCHISE §2.1 Grant of Franchise. A. Grant. The Town hereby grants to the Company, subject to all conditions, limitations, terms, and provisions contained in this Franchise, the non-exclusive right to make reasonable use of Town Streets, Public Utility Easements (as applicable) and Other Town Property: (1) to provide Utility Service to the Town and to its Residents under the Tariffs; and (2) to acquire, purchase, construct, install, locate, maintain, operate, upgrade and extend into, within and through the Town all Company Facilities reasonably necessary for the production, manufacture, sale, storage, purchase, exchange, transportation and distribution of Utility Service within and through the Town. §2.2 Conditions and Limitations. A. Scope of Franchise. The grant of the Franchise shall extend to all areas of the Town as it is now or hereafter constituted that are within the Company’s PUC- certificated service territory; however, nothing contained in this Franchise shall be construed to authorize the Company to engage in activities other than the provision of Utility Service. B. Subject to Town Usage. The right to make reasonable use of Town Streets to provide Utility Service to the Town and its Residents under the Franchise is subject to and subordinate to any Town usage of said Streets. C. Prior Grants Not Revoked. This grant and Franchise is not intended to revoke any prior license, grant, or right to use the Streets, Other Town Property or Public Utility Easements and such licenses, grants or rights of use are hereby affirmed. D. Franchise Not Exclusive. The rights granted by this Franchise are not, and shall not be deemed to be, granted exclusively to the Company, and the Town reserves the right to make or grant a franchise to any other person, firm, or corporation. 4 §2.3 Effective Date and Term. A. Term. This Franchise shall take effect on ______ __, 2012, and shall supersede any prior franchise grants to the Company by the Town. This Franchise shall terminate on _______, 2032, unless extended by mutual consent. ARTICLE 3 TOWN POLICE POWERS §3.1 Police Powers. The Company expressly acknowledges the Town’s right to adopt, from time to time, in addition to the provisions contained herein, such laws, including ordinances and regulations, as it may deem necessary in the exercise of its governmental powers. If the Town considers making any substantive changes in its local codes or regulations that in the Town’s reasonable opinion will significantly impact the Company’s operations in the Town’s Streets, Public Utility Easements and Other Town Property, it will make a good faith effort to advise the Company of such consideration; provided, however, that lack of notice shall not be justification for the Company’s non- compliance with any applicable local requirements. §3.2 Regulation of Streets or Other Town Property. The Company expressly acknowledges the Town’s right to enforce regulations concerning the Company’s access to or use of the Streets, including requirements for permits. §3.3 Compliance with Laws. The Company shall promptly and fully comply with all laws, regulations, permits and orders lawfully enacted by the Town. ARTICLE 4 FRANCHISE FEE §4.1 Franchise Fee. A. Franchise Fee. In partial consideration for the Franchise, which provides the certain terms related to the Company’s use of Town Streets, Public Utility Easements and Other Town Property, which are valuable public properties acquired and maintained by the Town at great expense to its Residents, and in recognition of the fact that the grant to the Company of the Franchise is a valuable right, the Company shall pay the Town a sum equal to three percent (3%) of all Gross Revenues. To the extent required by law, the Company shall collect this fee from a surcharge upon Town residents who are customers of the Company. B. Obligation in Lieu of Fee. In the event that the franchise fee specified herein is declared void for any reason by a court of competent jurisdiction, unless prohibited by law, the Company shall be obligated to pay the Town, at the same times and in the same manner as provided in the Franchise, an aggregate amount equal to the amount that the Company would have paid as a franchise fee as partial consideration for use of the Town Streets, Public Utility Easements and other Town Property. Such payment shall be made in accordance with the applicable provisions of law. Further, to the extent required by law, the Company shall collect the amounts agreed upon through a 5 surcharge upon Utility Service provided to Town Residents who are customers of the Company. C. Changes in Utility Service Industries. The Town and the Company recognize that utility service industries are the subject of restructuring initiatives by legislative and regulatory authorities, and are also experiencing other changes as a result of mergers, acquisitions, and reorganizations. Some of such initiatives and changes have or may have an adverse impact upon the franchise fee revenues provided for herein. In recognition of the length of the term of this Franchise, the Company agrees that in the event of any such initiatives or changes and to the extent permitted by law, upon receiving a written request from the Town, the Company will cooperate with and assist the Town in modifying this Franchise in an effort to provide that the Town receives an amount in franchise fees or some other form of compensation that is the same amount of franchise fees paid to the Town as of the date that such initiatives and changes adversely impact franchise fee revenues. D. Utility Service Provided to the Town. No franchise fee shall be charged to the Town for Utility Service provided directly or indirectly to the Town for its own consumption. §4.2 Remittance of Franchise Fee. A. Remittance Schedule. Franchise fee revenues shall be remitted by the Company to the Town as directed by the Town in monthly installments not more than thirty (30) days following the close of each month. B. Correction of Franchise Fee Payments. In the event that either the Town or the Company discovers that there has been an error in the calculation of the franchise fee payment to the Town, either party shall provide written notice of the error to the other party. Subject to the following sentence, if the party receiving written notice of the error does not agree with the written notice of error, that party may challenge the written notice of error pursuant to Section 4.2.D of this Franchise; otherwise, the error shall be corrected in the next monthly payment. However, if the error results in an overpayment of the franchise fee to the Town, and said overpayment is in excess of Five Thousand Dollars ($5,000.00), at the Company’s election, credit for the overpayment shall be spread over the same period the error was undiscovered or the Town shall make a refund payment to the Company. All franchise fee underpayments shall be corrected in the next monthly payment, together with interest computed at the rate set by the PUC for customer security deposits held by the Company, from the date when due until the date paid. Subject to the terms of the Tariff, in no event shall either party be required to fund or refund any overpayment or underpayment made as a result of a Company error which occurred more than five (5) years prior to the discovery of the error. C. Audit of Franchise Fee Payments. (1) Every three (3) years commencing at the end of the third year of this Franchise, the Company shall conduct an internal audit to investigate 6 and determine the correctness of the franchise fee paid to the Town. Such audit shall be limited to the previous three (3) calendar years. The Company shall provide a written report to the Town Administrator containing the audit findings. (2) If the Town disagrees with the results of the audit, and if the parties are not able to informally resolve their differences, the Town may conduct its own audit at its own expense, and the Company shall cooperate, including but not necessarily limited to, providing the Town’s auditor with all information reasonably necessary to complete the audit. (3) If the results of a Town audit conducted pursuant to subsection C(2) concludes that the Company has underpaid the Town by five percent (5%) or more, in addition to the obligation to pay such amounts to the Town, the Company shall also pay all reasonable costs of the Town’s audit. D. Fee Disputes. Either party may challenge any written notification of error as provided for in Section 4.2.B of this Franchise by filing a written notice to the other party within thirty (30) days of receipt of the written notification of error. The written notice shall contain a summary of the facts and reasons for the party’s notice. The parties shall make good faith efforts to resolve any such notice of error before initiating any formal legal proceedings for the resolution of such error. E. Reports. Upon written request by the Town, but not more than once per year, the Company shall supply the Town with reports, in such formats and providing such details as reasonably requested by the Town, of all suppliers of utility service that utilize Company Facilities to sell or distribute utility service to Residents and the names and addresses of each such supplier, provided the Company shall not be required to disclose any confidential or proprietary information. §4.3 Franchise Fee Payment not in Lieu of Permit or Other Fees. Payment of the franchise fee does not exempt the Company from any other lawful tax or fee imposed generally upon persons doing business within the Town, including any fee for a street closure permit, an excavation permit, a street cut permit, or other lawful permits hereafter required by the Town, except that the franchise fee provided for herein shall be in lieu of any occupation, occupancy or similar tax or fee for the use of Town Streets, Public Utilities Easements and Other Town Property. ARTICLE 5 ADMINISTRATION OF FRANCHISE §5.1 Town Designee. The Town Administrator shall designate in writing to the Company an official having full power and authority to administer this Franchise. The Town Administrator may also designate one or more Town representatives to act as the primary liaison with the Company as to particular matters addressed by this Franchise and shall provide the Company with the name and telephone numbers of said Town 7 representatives. The Town Administrator may change these designations by providing written notice to the Company. The Town’s designee shall have the right, at all reasonable times, to inspect any Company Facilities in Town Streets and Other Town Property. §5.2 Company Designee. The Company shall designate a representative to act as the primary liaison with the Town and shall provide the Town with the name, address, and telephone number for the Company’s representative under this Franchise. The Company may change its designation by providing written notice to the Town. The Town shall use this liaison to communicate with the Company regarding Utility Service and related service needs for Town facilities. §5.3 Coordination of Work. The Company agrees to coordinate its activities in Town Streets, Public Utility Easements and Other Town Property with the Town. The Town and the Company will meet annually upon the written request of the Town designee to exchange their respective short-term and long-term forecasts and/or work plans for construction and other similar work which may affect Town Streets, including but not limited to any planned Town Streets paving project. The Town and Company shall hold such meetings as either deems necessary to exchange additional information with a view toward coordinating their respective activities in those areas where such coordination may prove beneficial and so that the Town will be assured that all applicable provisions of this Franchise, applicable building and zoning codes, and applicable Town air and water pollution regulations are complied with, and that aesthetic and other relevant planning principles have been given due consideration. ARTICLE 6 SUPPLY, CONSTRUCTION, AND DESIGN §6.1 Purpose. The Company acknowledges the critical nature of the municipal services performed or provided by the Town to the Residents that require the Company to provide prompt and reliable Utility Service and the performance of related services for Town facilities. The Town and the Company wish to provide for certain terms and conditions under which the Company will provide Utility Service and perform related services for the Town in order to facilitate and enhance the operation of Town facilities. They also wish to provide for other processes and procedures related to the provision of Utility Service to the Town. §6.2 Supply. Subject to the jurisdiction of the PUC, the Company shall take all reasonable and necessary steps to provide a sufficient supply of gas to Residents at the lowest reasonable cost consistent with reliable supplies. §6.3 Charges to the Town for Service to Town Facilities. No charges to the Town by the Company for Utility Service (other than gas transportation which shall be subject to negotiated contracts) shall exceed the lowest charge for similar service or supplies provided by the Company to any other similarly situated customer of the Company. The parties acknowledge the jurisdiction of the PUC 8 over the Company’s regulated intrastate electric and gas rates. §6.4 Restoration of Service. A. Notification. The Company shall provide to the Town daytime and nighttime telephone numbers of a designated Company representative from whom the Town designee may obtain status information from the Company on a twenty-four (24) hour basis concerning interruptions of Utility Service in any part of the Town. B. Restoration. In the event the Company's gas system within the Town, or any part thereof, is partially or wholly destroyed or incapacitated, the Company shall use due diligence to restore such system to satisfactory service within the shortest practicable time, or provide a reasonable alternative to such system if the Company elects not to restore such system. §6.5 Obligations Regarding Company Facilities. A. Company Facilities. All Company Facilities within Town Streets and Other Town Property shall be maintained in good repair and condition. B. Company Work within the Town. All work within Town Streets and Other Town Property performed or caused to be performed by the Company shall be done: (1) in a high-quality manner that is in accordance with generally accepted utility practice; (2) in a timely and expeditious manner; (3) in a manner that reasonably minimizes inconvenience to the public; (4) in a cost-effective manner, which may include the use of qualified contractors; (5) in accordance with all applicable laws, ordinances, regulations and the Tariff; and (6) in accordance with all lawfully required Town permits. C. No Interference with Town Facilities. Company Facilities shall not unreasonably interfere with any Town facilities, including water facilities, electric facililties or storm sewer facilities, communications facilities, or other Town uses of the Streets, Public Utility Easements or Other Town Property. Company Facilities shall be installed and maintained in Town Streets, Public Utility Easements and Other Town Property so as to reasonably minimize interference with other property, trees, and other improvements and natural features in and adjoining the Streets, Public Utility Easements 9 and Other Town Property in light of the Company’s obligation under Colorado law to provide safe and reliable utility facilities and services. D. Permit and Inspection. The installation, renovation, and replacement of any Company Facilities in the Town Streets or Other Town Property by or on behalf of the Company shall be subject to permit, inspection and approval by the Town in accordance with applicable laws. Such permitting, inspection and approval may include, but shall not be limited to, the following matters: location of Company Facilities, cutting and pruning of trees and shrubs; provided, however, Company shall have the right to cut, prune, and/or remove vegetation in accordance with its standard vegetation management requirements and procedures, and disturbance of pavement, sidewalks and surfaces of Town Streets or Other Town Property. The Company agrees to cooperate with the Town in conducting inspections and shall promptly perform any remedial action lawfully required by the Town pursuant to any such inspection. E. Compliance. The Company and all of its contractors shall comply with the requirements of all municipal laws, ordinances, regulations, permits, and standards lawfully adopted, including but not limited to requirements of all building and zoning codes, and requirements regarding curb and pavement cuts, excavating, digging, and other construction activities. The Company shall use commercially reasonable efforts to require that its contractors working in Town Streets, Public Utility Easements or Other Town Property hold the necessary licenses and permits required by law. F. As-Built Drawings. Within fourteen (14) days after written request of the City designee, but no sooner than fourteen (14) days after project completion, the Company shall provide, on a project by project basis, as-built drawings of any Company Facility installed within the City Streets or contiguous to the City Streets. As used in this Section, as-built drawings refers to the facility drawings as maintained in the Company’s geographical information system or any equivalent Company system. The Company shall not be required to create drawings that do not exist at the time of the request. G. Excavation and Construction. The Company shall be responsible for obtaining, paying for, and complying with all applicable permits including, but not limited to, excavation, street closure and street cut permits, in the manner required by the laws, ordinances, and regulations of the Town. Although the Company shall be responsible for obtaining and complying with the terms of such permits when performing Relocations requested by the Town under Section 6.8 of this Franchise, the Town will not require the Company to pay the fees charged for such permits. Upon the Company submitting a construction design plan, the Town shall promptly and fully advise the Company in writing of all requirements for restoration of Town Streets in advance of Company excavation projects in Town Streets, based upon the design submitted. §6.6 Restoration. When the Company does any work in or affecting the Town Streets, Public Utility Easements or Other Town Property, it shall, at its own expense, promptly remove any obstructions placed thereon or therein by the Company and restore such Town Streets, Public Utility Easements or Other Town Property to a condition that is substantially the same as existed before the work, and that meets applicable Town 10 standards. If weather or other conditions do not permit the complete restoration required by this Section, the Company may with the approval of the Town, temporarily restore the affected Town Streets, Public Utility Easements or Other Town Property, provided that such temporary restoration is not at the Town’s expense and provided further that the Company promptly undertakes and completes the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. Upon the request of the Town, the Company shall restore the Streets, Public Utility Easements or Other Town Property to a better condition than existed before the Company work was undertaken, provided that the Town shall be responsible for any incremental costs of such restoration not required by then-current Town standards, and provided the Town seeks and/or grants, as applicable, any additional required approvals. If the Company fails to promptly restore the Town Streets, Public Utility Easements or Other Town Property as required by this Section, and if, in the reasonable discretion of the Town immediate action is required for the protection of public health, safety or welfare, the Town may restore such Streets, Public Utility Easements or Other Town Property or remove the obstruction therefrom; provided however, Town actions do not interfere with Company Facilities. The Company shall be responsible for the actual cost incurred by the Town to restore such Town Streets, Public Utility Easements or Other Town Property or to remove any obstructions therefrom. In the course of its restoration of Town Streets, Public Utility Easements or Other Town Property under this Section, the Town shall not perform work on Company Facilities unless specifically authorized by the Company in writing on a project by project basis and subject to the terms and conditions agreed to in such authorization. §6.7 Relocation of Company Facilities. A. Relocation Obligation. The Company shall temporarily or permanently remove, relocate, change or alter the position of any Company Facility (collectively, “Relocate(s),” “Relocation(s)” or “Relocated”) in Town Streets or in Other Town Property at no cost or expense to the Town whenever such Relocation is necessary for the completion of any Public Project. In the case of Relocation that is necessary for the completion of any Public Project in a Public Utility Easement, the Company shall not be responsible for any Relocation costs. In the event of any Relocation contemplated pursuant to this Section 6.8A, the Company and the Town agree to cooperate on the location and Relocation of the Company Facilities in the Town Streets or Other Town Property in order to achieve Relocation in the most efficient and cost-effective manner possible. Notwithstanding the foregoing, once the Company has Relocated any Company Facility at the Town’s direction, if the Town requests that the same Company Facility be Relocated within two (2) years, the subsequent Relocation shall not be at the Company’s expense. Nothing provided herein shall prevent the Company from obtaining reimbursement of its Relocation costs from third parties. B. Private Projects. Subject to Section 6.8.F, the Company shall not be responsible for the expenses of any Relocation required by Private Projects, and the Company has the right to require the payment of estimated Relocation expenses from the party causing, or responsible for, the Relocation before undertaking the Relocation. 11 C. Relocation Performance. The Relocations set forth in Section 6.8.A of this Franchise shall be completed within a reasonable time, not to exceed one hundred twenty (120) days from the later of the date on which the Town designee requests, in writing, that the Relocation commence, or the date when the Company is provided all Supporting Documentation. The Company shall receive an extension of time to complete a Relocation where the Company's performance was delayed due to Force Majeure or the failure of the Town to provide adequate Supporting Documentation. The Company has the burden of presenting information to reasonably demonstrate the basis for the delay. Upon written request of the Company, the Town may also grant the Company reasonable extensions of time for good cause shown and the Town shall not unreasonably withhold or condition any such extension. D. Town Revision of Supporting Documentation. Any revision by the Town of Supporting Documentation provided to the Company that causes the Company to substantially redesign and/or change its plans regarding facility Relocation shall be deemed good cause for a reasonable extension of time to complete the Relocation under the Franchise. E. Completion. Each such Relocation shall be complete only when the Company actually Relocates the Company Facilities, restores the Relocation site in accordance with Section 6.7 of this Franchise or as otherwise agreed with the Town, and removes from the site or properly abandons on site all unused facilities, equipment, material and other impediments. F. Scope of Obligation. Notwithstanding anything to the contrary in this Franchise, the Company shall not be required to Relocate any Company Facilities from property (a) owned by the Company in fee; or (b) in which the Company has a property right, grant or interest, including without limitation an easement. G. Underground Relocation. Underground facilities shall be Relocated underground. Above ground facilities shall be Relocated above ground unless the Company is paid for the incremental amount by which the underground cost would exceed the above ground cost of Relocation. H. Coordination. (1) When requested in writing by the Town designee or the Company, representatives of the Town and the Company shall meet to share information regarding anticipated projects which will require Relocation of Company Facilities in Town Streets. Such meetings shall be for the purpose of minimizing conflicts where possible and to facilitate coordination with any reasonable timetable established by the Town for any Public Project. (2) The Town shall make reasonable best efforts to provide the Company with two (2) years advance notice of any planned street repaving. The Company shall make reasonable best efforts to complete 12 any necessary or anticipated repairs or upgrades to Company Facilities that are located underneath the Streets within the two-year period if practicable. I. Proposed Alternatives or Modifications. Upon receipt of written notice of a required Relocation, the Company may propose an alternative to or modification of the Public Project requiring the Relocation in an effort to mitigate or avoid the impact of the required Relocation of Company Facilities. The Town shall in good faith review the proposed alternative or modification. The acceptance of the proposed alternative or modification shall be at the sole discretion of the Town. In the event the Town accepts the proposed alternative or modification, the Company agrees to promptly compensate the Town for all additional costs, expenses or delay that the Town reasonably determines resulted from the implementation of the proposed alternative. §6.8 New or Modified Service Requested by Town. The conditions under which the Company shall install new or modified Utility Service to the Town as a customer shall be governed by this Franchise and the Company’s Tariffs and the Tariffs shall control in the event of a conflict. §6.9 Service to New Areas. If the territorial boundaries of the Town are expanded during the term of this Franchise, the Company shall, to the extent permitted by law, extend service to Residents in the expanded area at the earliest practicable time if the expanded area is within the Company’s PUC-certificated service territory. Service to the expanded area shall be in accordance with the terms of the Tariffs and this Franchise, including the payment of franchise fees. §6.10 Town Not Required to Advance Funds If Permitted by Tariffs. Upon receipt of the Town’s authorization for billing and construction, the Company shall install Company Facilities to provide Utility Service to the Town as a customer, without requiring the Town to advance funds prior to construction. The Town shall pay for the installation of Company Facilities once completed in accordance with the Tariffs. Notwithstanding anything to the contrary, the provisions of this Section allowing the Town to not advance funds prior to construction shall only apply to the extent permitted by the Tariffs. §6.11 Technological Improvements. The Company shall use its best efforts to incorporate, as soon as practicable, technological advances in its equipment and service within the Town when such advances are technically and economically feasible and are safe and beneficial to the Town and its Residents. ARTICLE 7 RELIABILITY §7.1 Reliability. The Company shall operate and maintain Company Facilities efficiently and economically and in accordance with the high standards and best systems, methods and skills consistent with the provision of adequate, safe and reliable Utility Service. §7.2 Franchise Performance Obligations. The Company recognizes that, as part of its obligations and commitments under this Franchise, the Company shall carry out each of 13 its performance obligations in a timely, expeditious, efficient, economical and workmanlike manner. §7.3 Reliability Reports. Upon written request, the Company shall provide the Town with a report regarding the reliability of Company Facilities and Utility Service. ARTICLE 8 COMPANY PERFORMANCE OBLIGATIONS §8.1 New or Modified Service to Town Facilities. In providing new or modified Utility Service to Town facilities, the Company agrees to perform as follows: A. Performance. The Company shall complete each project requested by the Town within a reasonable time. The Parties agree that a reasonable time shall not exceed one hundred eighty (180) days from the date upon which the Town designee makes a written request and provides the required Supporting Documentation for all Company Facilities other than traffic facilities. The Company shall be entitled to an extension of time to complete a project where the Company's performance was delayed due to Force Majeure. Upon request of the Company, the Town designee may also grant the Company reasonable extensions of time for good cause shown and the Town shall not unreasonably withhold any such extension. B. Town Revision of Supporting Documentation. Any revision by the Town of Supporting Documentation provided to the Company that causes the Company to substantially redesign and/or change its plans regarding new or modified service to Town facilities shall be deemed good cause for a reasonable extension of time to complete the Relocation under the Franchise. C. Completion/Restoration. Each such project shall be complete only when the Company actually provides the service installation or modification required, restores the project site in accordance with the terms of the Franchise or as otherwise agreed with the Town and removes from the site or properly abandons on site any unused facilities, equipment, material and other impediments. §8.2 Adjustments To Company Facilities. The Company shall perform adjustments to Company Facilities, including manholes and other appurtenances in Streets and Other Town Property, to accommodate Town street maintenance, repair and paving operations at no cost to the Town. In providing such adjustments to Company Facilities, the Company agrees to perform as follows: A. Performance. The Company shall complete each requested adjustment within a reasonable time, not to exceed thirty (30) days from the date upon which the Town makes a written request and provides to the Company all information reasonably necessary to perform the adjustment. The Company shall be entitled to an extension of time to complete an adjustment where the Company's performance was delayed due to Force Majeure. Upon request of the Company, the Town may also grant the Company reasonable extensions of time for good cause shown and the Town shall not unreasonably withhold any such extension. 14 B. Completion/Restoration. Each such adjustment shall be complete only when the Company actually adjusts and, if required, readjusts, Company Facilities to accommodate Town operations in accordance with Town instructions following Town paving operations. C. Coordination. As requested by the Town or the Company, representatives of the Town and the Company shall meet regarding anticipated street maintenance operations which will require such adjustments to Company Facilities in Streets or Other Town Property. Such meetings shall be for the purpose of coordinating and facilitating performance under this Section. §8.3 Third Party Damage Recovery. A. Damage to Company Interests. If any individual or entity damages any Company Facilities, to the extent permitted by law the Town will notify the Company of any such incident of which it has knowledge and will provide to the Company within a reasonable time all pertinent information within its possession regarding the incident and the damage, including the identity of the responsible individual or entity. B. Damage to Company Property for which the Town is Responsible. If any individual or entity damages any Company Facilities for which the Town is obligated to reimburse the Company for the cost of the repair or replacement, to the extent permitted by law, the Company will notify the Town of any such incident of which it has knowledge and will provide to the Town within a reasonable time all pertinent information within its possession regarding the incident and the damage, including the identity of the responsible individual or entity. C. Meeting. The Company and the Town agree to meet periodically upon written request of either party for the purpose of developing, implementing, reviewing, improving and/or modifying mutually beneficial procedures and methods for the efficient gathering and transmittal of information useful in recovery efforts against third parties for damaging Company Facilities. ARTICLE 9 BILLING AND PAYMENT §9.1 Billing for Utility Services. A. Monthly Billing. Unless otherwise provided in the Tariffs, the rules and regulations of the PUC, or the Public Utility Law, the Company shall render bills monthly to the offices of the Town for Utility Service and other related services for which the Company is entitled to payment. B. Address For Billing. Billings for service rendered during the preceding month shall be sent to the person(s) designated by the Town and payment for same shall be made as prescribed in this Franchise and the applicable Company Tariffs. 15 C. Supporting Documents. To the extent requested by the Town, the Company shall provide all billings and any underlying Supporting Documentation reasonably requested by the Town in an editable and manipulatble electronic format that is acceptable to the Company and the Town. D. Meetings. The Company agrees to meet with the Town designee on a reasonable basis for the purpose of developing, implementing, reviewing, and/or modifying mutually beneficial and acceptable billing procedures, methods, and formats which may include, without limitation, electronic billing and upgrades or beneficial alternatives to the Company’s current most advanced billing technology, for the efficient and cost effective rendering and processing of such billings submitted by the Company to the Town. §9.2 Payment To Town. In the event the Town determines after written notice to the Company that the Company is liable to the Town for payments, costs, expenses or damages of any nature, and subject to the Company’s right to challenge such determination, the Town may deduct all monies due and owing the Town from any other amounts currently due and owing the Company. Upon receipt of such written notice, the Company may request a meeting between the Company’s designee and a designee of the Town to discuss such determination. The Town agrees to attend such a meeting. As an alternative to such deduction and subject to the Company’s right to challenge, the Town may bill the Company for such assessment(s), in which case, the Company shall pay each such bill within thirty (30) days of the date of receipt of such bill unless it challenges the validity of the charge. If the Company challenges the Town determination of liability, the Town shall make such payments to the Company for Utility Service received by Town pursuant to the Tariffs until the challenge has been finally resolved. ARTICLE 10 PURCHASE OR CONDEMNATION §10.1 Municipal Right to Purchase or Condemn. A. Right and Privilege of Town. The right and privilege of the Town to construct, own and operate a municipal utility, and to purchase pursuant to a mutually acceptable agreement or condemn any Company Facilities located within the territorial boundaries of the Town, and the Company's rights in connection therewith, as set forth in applicable provisions of the constitution, statutes and case law of the State of Colorado relating to the acquisition of public utilities, are expressly recognized. The Town shall have the right, within the time frames and in accordance with the procedures set forth in such provisions, to condemn Company Facilities, land, rights-of-way and easements now owned or to be owned by the Company located within the territorial boundaries of the Town. In the event of any such purchase, no value shall be ascribed or given to the rights to use Town Streets, Public Easements or Other Town Property granted under this Franchise in the valuation of the property thus sold. B. Notice of Intent to Purchase or Condemn. The Town shall provide the Company no less than one (1) year's prior written notice of its intent to purchase or 16 condemn Company Facilities. Nothing in this Section shall be deemed or construed to constitute a consent by the Company to the Town’s purchase or condemnation of Company Facilities, nor a waiver of any Company defenses or challenges related thereto. ARTICLE 11 TRANSFER OF FRANCHISE §11.1 Consent of Town Required. The Company shall not transfer or assign any rights under this Franchise to an unaffiliated third party, except by merger with such third party, or, except when the transfer is made in response to legislation or regulatory requirements, unless the Town approves such transfer or assignment in writing. Approval of the transfer or assignment shall not be unreasonably withheld, conditioned or delayed. §11.2 Transfer Fee. In order that the Town may share in the value this Franchise adds to the Company’s operations, any transfer or assignment of rights granted under this Franchise requiring Town approval, as set forth herein, shall be subject to the condition that the Company shall promptly pay to the Town a transfer fee in an amount equal to the proportion of the Town’s then-population provided Utility Service by the Company to the then-population of the Town and County of Denver provided Utility Service by the Company multiplied by one million dollars ($1,000,000.00). Except as otherwise required by law, such transfer fee shall not be recovered from a surcharge placed only on the rates of Residents. ARTICLE 12 CONTINUATION OF UTILITY SERVICE §12.1 Continuation of Utility Service. In the event this Franchise is not renewed at the expiration of its term or is terminated for any reason, and the Town has not provided for alternative utility service, the Company shall have no right or obligation to remove any Company Facilities from Streets, Public Utility Easements or Other Town Property or discontinue providing Utility Service unless otherwise ordered by the PUC, and shall continue to provide Utility Service within the Town until the Town arranges for utility service from another provider. The Town acknowledges and agrees that the Company has the right to use Streets, Other Town Property and Public Utility Easements during any such period. The Company further agrees that it will not withhold any temporary Utility Services necessary to protect the public. The Town agrees that in the circumstances of this Article, the Company shall be entitled to monetary compensation as provided in the Tariffs and the Company shall be entitled to collect from Residents and, upon the Town’s compliance with applicable provisions of law, shall be obligated to pay the Town, at the same times and in the same manner as provided in the Franchise, an aggregate amount equal to the amount which the Company would have paid as a franchise fee as consideration for use of the Town’s Streets and Other Town Property. Only upon receipt of written notice from the Town stating that the Town has adequate alternative Utility Service for Residents and upon order of the PUC shall the Company be allowed to discontinue the provision of Utility Service to the Town and its Residents. 17 ARTICLE 13 INDEMNIFICATION AND IMMUNITY §13.1 Town Held Harmless. The Company shall indemnify, defend and hold the Town harmless from and against claims, demands, liens and all liability or damage of whatsoever kind on account of or directly arising from the grant of this Franchise, or the exercise by the Company of the related rights, but in both instances only to the extent caused by the negligence or intentional misconduct of the Company, and shall pay the costs of defense plus reasonable attorneys’ fees. The Town shall (a) give prompt written notice to the Company of any claim, demand or lien with respect to which the Town seeks indemnification hereunder; and, (b) unless in the Town’s judgment a conflict of interest may exist between the Town and the Company with respect to such claim, demand or lien, shall permit the Company to assume the defense of such claim, demand, or lien with counsel reasonably satisfactory to the Town. If such defense is assumed by the Company, the Company shall not be subject to liability for any settlement made without its consent. If such defense is not assumed by the Company or if the Town determines that a conflict of interest exists, the parties reserve all rights to seek all remedies available in this Franchise against each other. Notwithstanding any provision hereof to the contrary, the Company shall not be obligated to indemnify, defend or hold the Town harmless to the extent any claim, demand or lien arises out of or in connection with any negligent or intentional act or failure to act of the Town or any of its officers, employees or authorized agents, or to the extent that the Town is acting in the capacity of a Company customer. §13.2 Immunity. Nothing in this Section or any other provision of this Franchise shall be construed as a waiver of the notice requirements, defenses, immunities and limitations the Town may have under the Colorado Governmental Immunity Act (§24-10-101, C.R.S., et. seq.) or of any other defenses, immunities, or limitations of liability available to the Town by law. ARTICLE 14 BREACH §14.1 Non-Contestability. The Town and the Company agree to take all reasonable and necessary actions to assure that the terms of this Franchise are performed. The Company reserves the right to seek a change in its Tariffs, including but not limited to the rates, charges, terms, and conditions of providing Utility Service to the Town and its Residents, and the Town retains all rights that it may have to intervene and participate in any such proceedings. §14.2 Breach. A. Notice/Cure/Remedies. Except as otherwise provided in this Franchise, if a party (the “Breaching Party”) to this Franchise fails or refuses to perform any of the terms or conditions of this Franchise (a “Breach”), the other party (the “Non-Breaching Party”) may provide written notice to the Breaching Party of such Breach. Upon receipt of such notice, the Breaching Party shall be given a reasonable time, not to exceed thirty 18 (30) days if such Breach can be cured within that time period, in which to remedy the Breach. If the Breaching Party does not remedy the Breach within the time allowed in the notice, the Non-Breaching Party may exercise the following remedies for such Breach: (1) specific performance of the applicable term or condition as allowed by law; and (2) recovery of actual damages from the date of such Breach incurred by the Non-Breaching Party in connection with the Breach, but excluding any special, punitive or consequential damages. B. Termination of Franchise by Town. In addition to the foregoing remedies, if the Company fails or refuses to perform any material term or condition of this Franchise (a “Material Breach”), the Town may provide written notice to the Company of such Material Breach. Upon receipt of such notice, the Company shall be given a reasonable time, not to exceed ninety (90) days if the Breach can be cured within that time period, in which to remedy the Material Breach. If the Company does not remedy the Material Breach within the time allowed in the notice, the Town may, at its sole option, terminate this Franchise. This remedy shall be in addition to the Town’s right to exercise any of the remedies provided for elsewhere in this Franchise. Upon such termination, the Company shall continue to provide Utility Service to the Town and its Residents (and shall continue to have associated rights and grants needed to provide such service) until the Town makes alternative arrangements for such service and until otherwise ordered by the PUC and the Company shall be entitled to collect from Residents and, upon the Town complying with applicable provisions of law, shall be obligated to pay the Town, at the same times and in the same manner as provided in the Franchise, an aggregate amount equal to the amount which the Company would have paid as a franchise fee as consideration for use of the Town Streets and Other Town Property. Unless otherwise provided by law, the Company shall be entitled to collect such amount from Residents. C. Company Shall Not Terminate Franchise. In no event does the Company have the right to terminate this Franchise. D. No Limitation. Except as provided herein, nothing in this Franchise shall limit or restrict any legal rights or remedies that either party may possess arising from any alleged Breach of this Franchise. ARTICLE 15 AMENDMENTS §15.1 Proposed Amendments. At any time during the term of this Franchise, the Town or the Company may propose amendments to this Franchise by giving thirty (30) days written notice to the other of the proposed amendment(s) desired, and both parties thereafter, through their designated representatives, will, within a reasonable time, negotiate in good faith in an effort to agree upon mutually satisfactory amendment(s). However, nothing 19 contained in this Section shall be deemed to require either party to consent to any amendment proposed by the other party. §15.2 Effective Amendments. No alterations, amendments or modifications to this Franchise shall be valid unless executed in writing by the parties, which alterations, amendments or modifications shall be adopted with the same formality used in adopting this Franchise, to the extent required by law. Neither this Franchise, nor any term hereof, may be changed, modified or abandoned, in whole or in part, except by an instrument in writing, and no subsequent oral agreement shall have any validity whatsoever. ARTICLE 16 EQUAL OPPORTUNITY §16.1 Economic Development. The Company is committed to the principle of stimulating, cultivating and strengthening the participation and representation of persons of color, women and members of other under-represented groups within the Company and in the local business community. The Company believes that increased participation and representation of under-represented groups will lead to mutual and sustainable benefits for the local economy. The Company is committed also to the principle that the success and economic well-being of the Company is closely tied to the economic strength and vitality of the diverse communities and people it serves. The Company believes that contributing to the development of a viable and sustainable economic base among all Company customers is in the best interests of the Company and its shareholders. §16.2 Employment. A. Programs. The Company is committed to undertaking programs that identify, consider and develop persons of color, women and members of other under-represented groups for positions at all skill and management levels within the Company. B. Businesses. The Company recognizes that the Town and the business community in the Town, including women and minority owned businesses, provide a valuable resource in assisting the Company to develop programs to promote persons of color, women and members of under-represented communities into management positions, and agrees to keep the Town regularly advised of the Company's progress by providing the Town a copy of the Company's annual affirmative action report upon the Town’s written request. C. Recruitment. In order to enhance the diversity of the employees of the Company, the Company is committed to recruiting diverse employees by strategies such as partnering with colleges, universities and technical schools with diverse student populations, utilizing diversity-specific media to advertise employment opportunities, internships, and engaging recruiting firms with diversity-specific expertise. D. Advancement. The Company is committed to developing a world-class workforce through the advancement of its employees, including persons of color, women and members of under-represented groups. In order to enhance opportunities for advancement, the Company will offer training and development opportunities for its 20 employees. Such programs may include mentoring programs, training programs, classroom training and leadership programs. E. Non-Discrimination. The Company is committed to a workplace free of discrimination based on race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability or any other protected status in accordance with all federal, state or local laws. The Company shall not, solely because of race, creed, color, religion, sex, age, national origin or ancestry or handicap, refuse to hire, discharge, promote, demote or discriminate in matters of compensation, against any person otherwise qualified. F. Board of Directors. The Company shall identify and consider women, persons of color and other under-represented groups to recommend for its Board of Directors, consistent with the responsibility of boards to represent the interests of the Shareholders, customers and employees of the Company. §16.3 Contracting. A. Contracts. It is the Company's policy to make available to minority and women owned business enterprises and other small and/or disadvantaged business enterprises the maximum practical opportunity to compete with other service providers, contractors, vendors and suppliers in the marketplace. The Company is committed to increasing the proportion of Company contracts awarded to minority and women owned business enterprises and other small and/or disadvantaged business enterprises for services, construction, equipment and supplies to the maximum extent consistent with the efficient and economical operation of the Company. B. Community Outreach. The Company agrees to maintain and continuously develop contracting and community outreach programs calculated to enhance opportunity and increase the participation of minority and women owned business enterprises and other small and/or disadvantaged business enterprises to encourage economic vitality. The Company agrees to keep the Town regularly advised of the Company's programs. C. Community Development. The Company shall maintain and support partnerships with local chambers of commerce and business organizations, including those representing predominately minority owned, women owned and disadvantaged businesses, to preserve and strengthen open communication channels and enhance opportunities for minority owned, women owned and disadvantaged businesses to contract with the Company. §16.4 Coordination. Town agencies provide collaborative leadership and mutual opportunities or programs relating to Town based initiatives on economic development, employment and contracting opportunity. The Company agrees to review Company programs and mutual opportunities responsive to this Article with these agencies, upon their request, and to collaborate on best practices regarding such programs and coordinate and cooperate with the agencies in program implementation. 21 ARTICLE 17 MISCELLANEOUS §17.1 No Waiver. Neither the Town nor the Company shall be excused from complying with any of the terms and conditions of this Franchise by any failure of the other, or any of its officers, employees, or agents, upon any one or more occasions, to insist upon or to seek compliance with any such terms and conditions. §17.2 Successors and Assigns. The rights, privileges, and obligations, in whole or in part, granted and contained in this Franchise shall inure to the benefit of and be binding upon the Company, its successors and assigns, to the extent that such successors or assigns have succeeded to or been assigned the rights of the Company pursuant to Article 11 of this Franchise. Upon a transfer or assignment pursuant to Article 11, the Company shall be relieved from all liability from and after the date of such transfer. §17.3 Third Parties. Nothing contained in this Franchise shall be construed to provide rights to third parties. §17.4 Notice. Both parties shall designate from time to time in writing representatives for the Company and the Town who will be the persons to whom notices shall be sent regarding any action to be taken under this Franchise. Notice shall be in writing and forwarded by certified mail, reputable overnight courier or hand delivery to the persons and addresses as hereinafter stated, unless the persons and addresses are changed at the written request of either party, delivered in person or by certified mail. Notice shall be deemed received (a) three (3) days after being mailed via the US Postal Service, (b) one (1) business day after mailed if via reputable overnight courier, or (c) upon hand delivery if delivered by courier. Until any such change shall hereafter be made, notices shall be sent as follows: To the Town: Town Administrator Town of Estes Park 170 MacGregor Avenue PO BOX 1200 Estes Park, Colorado 80517 To the Company: Regional Vice President, Customer and Community Relations Public Service Company of Colorado P.O. Box 840 Denver, Colorado 80201 22 With a copy to: Legal Department Public Service Company of Colorado P.O. Box 840 Denver, Colorado 80201 and Area Manager 2655 N. 63rd St. Boulder, CO 80301 §17.5 Examination Of Records. The parties agree that any duly authorized representative of the Town and the Company shall have access to and the right to examine any directly pertinent non-confidential books, documents, papers, and records of the other party involving any activities related to this Franchise. All such records must be kept for a minimum of the lesser of three (3) years or the time period permitted by a party’s record retention policy. To the extent that either party believes in good faith that it is necessary in order to monitor compliance with the terms of this Franchise to examine confidential books, documents, papers, and records of the other party, the parties agree to meet and discuss providing confidential materials, including but not limited to providing such materials subject to a reasonable confidentiality agreement that effectively protects the confidentiality of such materials and complies with PUC rules and regulations. §17.6 List of Utility Property. The Company shall provide the Town, upon request not more than once every two (2) years, a list of electric utility-related real property owned in fee by the Company within the Town. All such records must be kept for a minimum of three (3) years or such shorter duration if required by Company policy. §17.7 PUC Filings. Upon written request by the Town, the Company shall provide the Town non-confidential copies of all applications, advice letters and periodic reports, together with any accompanying non-confidential testimony and exhibits, filed by the Company with the Colorado Public Utilities Commission. Notwithstanding the foregoing, notice regarding any gas and electric filings that may affect utility service rates in the Town shall be sent to the Town upon filing. §17.8 Information. Upon written request, the Company shall provide the Town Administrator or the Town Administrator’s designee with: A. a copy of the Company’s or its parent company’s consolidated annual financial report, or alternatively, a URL link to a location where the same information is available on the Company’s website; B. maps or schematics indicating the location of specific Company Facilities (subject to Town executing a confidentiality agreement as required by Company policy), 23 including gas lines, located within the Town, to the extent those maps or schematics are in existence at the time of the request and related to an ongoing project within the Town. The Company does not represent or warrant the accuracy of any such maps or schematics; and C. a copy of any report required to be prepared for a federal or state agency detailing the Company’s efforts to comply with federal and state air and water pollution laws. §17.9 Payment of Taxes and Fees. A. Impositions. The Company shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general or special, or ordinary or extraordinary, of every name, nature, and kind whatsoever, including all governmental charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge against this Franchise ("Impositions"), provided that Company shall have the right to contest any such Impositions and shall not be in breach of this Section so long as it is actively contesting such Impositions. B. Town Liability. The Town shall not be liable for the payment of taxes, late charges, interest or penalties of any nature other than pursuant to applicable Tariffs. §17.10 Conflict of Interest. The parties agree that no official, officer or employee of the Town shall have any personal or beneficial interest whatsoever in the services or property described herein and the Company further agrees not to hire or contract for services any official, officer or employee of the Town to the extent prohibited by law, including ordinances and regulations of the Town. §17.11 Certificate of Public Convenience and Necessity. The Town agrees to support the Company’s application to the PUC to obtain a Certificate of Public Convenience and Necessity to exercise its rights and obligations under this Franchise. §17.12 Authority. Each party represents and warrants that except as set forth below, it has taken all actions that are necessary or that are required by its ordinances, regulations, procedures, bylaws, or applicable law, to legally authorize the undersigned signatories to execute this Franchise on behalf of the parties and to bind the parties to its terms. The persons executing this Franchise on behalf of each of the parties warrant that they have full authorization to execute this Franchise. The Town acknowledges that notwithstanding the foregoing, the Company requires a Certificate of Public Convenience and Necessity from the PUC in order to operate under the terms of this Franchise. §17.13 Severability. Should any one or more provisions of this Franchise be determined to be unconstitutional, illegal, unenforceable or otherwise void, all other provisions nevertheless shall remain effective; provided, however, to the extent allowed by law, the parties shall forthwith enter into good faith negotiations and proceed with due diligence to draft one or more substitute provisions that will achieve the original intent of the parties hereunder. 24 §17.14 Force Majeure. Neither the Town nor the Company shall be in breach of this Franchise if a failure to perform any of the duties under this Franchise is due to Force Majeure, as defined herein. §17.15 Earlier Franchises Superseded. This Franchise shall constitute the only franchise between the Town and the Company related to the furnishing of Utility Service, and it supersedes and cancels all former franchises between the parties hereto. §17.16 Titles Not Controlling. Titles of the paragraphs herein are for reference only, and shall not be used to construe the language of this Franchise. §17.17 Applicable Law. Colorado law shall apply to the construction and enforcement of this Franchise. The parties agree that venue for any litigation arising out of this Franchise shall be in the District Court for Larimer County, State of Colorado. §17.18 Payment Of Expenses Incurred By Town In Relation To Franchise Agreement. The Company shall pay for expenses reasonably incurred by the Town for the adoption of this Franchise, including the publication of notices, publication of ordinances, and photocopying of documents. §17.19 Incremental Costs. The parties acknowledge that PUC rules, regulations and final decisions may require that incremental costs of complying with certain provisions of this Franchise be borne by customers of the Company who are located within the Town. §17.20 Conveyance of Town Streets, Public Utility Easements or Other Town Property. In the event the Town vacates, releases or sells, conveys, transfers or otherwise disposes of a Town Street, or any portion of a Public Utility Easement or Other Town Property in which Company Facilities are located, the Town shall reserve an easement in favor of the Company over that portion of the Street, Public Utility Easement or Other Town Property in which such utilities are located. The Company and the Town shall work together to prepare the necessary legal description to effectuate such reservation. For the purposes of Section 6.8.A of this Franchise, the land vacated, released, sold, conveyed, transferred or otherwise disposed of by the Town shall no longer be deemed to be a Street or Other Town Property from which the Town may demand the Company temporarily or permanently Relocate Company Facilities at the Company’s expense. IN WITNESS WHEREOF, the parties have caused this Franchise to be executed as of the day and year first above written. TOWN OF ESTES PARK ATTEST: ____________________________________ _______________________________ Mayor, Town of Estes Park Town Clerk 25 PUBLIC SERVICE COMPANY OF COLORADO By:_________________________________ Jerome Davis, Regional Vice President, Customer and Community Relations Attest: ______________________________ Assistant Secretary Memo Town Attorney To: Honorable Mayor Pinkham Board of Trustees From: Gregory A. White, Town Attorney Date: January 17, 2013 RE: Ordinance No. 2-13 - Approving Exclusive Option to Purchase Real Estate for Estes Performance InCorporated – Performing Arts Center Project Background: Estes Performance InCorporated (“EPIC”) proposes to design, permit, construct, and operate a Performing Arts Center Project and related facilities (the “Project”) on the Park Theater Mall property. In order to design and construct the Project, EPIC has requested that the Town sell to EPIC a portion of the Town’s Riverside Parking Lot contiguous to the Park Theater Mall property. The Exclusive Option to Purchase Real Estate (“Option”) grants to EPIC the Option to purchase a portion of the Town’s property as described in the Option (see attached map). The Option must be exercised on or before January 31, 2014. If the Option is exercised by EPIC, the Town and EPIC will then execute the Real Estate Sales Contract which is included as Exhibit B to the Option Agreement. Significant provisions of the Real Estate Sales Contract are as follows: 1. Purchase price of $536,000. the Purchase Price shall be paid by Seller by delivering the following documents to the Town at Closing: a. The Easement Agreement set forth on Exhibit B and the Development Agreement which includes Purchaser’s obligation to construct and maintain the Riverwalk through the Project. Estimated Value $500,000. b. The Pedestrian Easement more fully set forth in Section 10.10(c) of the Contract. Estimated Value $60,300. 2. Closing within thirty (30) days after the exercise of the Option and execution of the Real Estate Sales Contract. Page 2 3. Costs – EPIC is responsible for all costs of closing of the Real Estate Sales Contract. 4. Riverwalk – At closing, EPIC shall deliver to the Town a public access easement across the Park Theater Mall property. EPIC is also obligated to design, construct and maintain the Riverwalk across the Park Theater Mall property. EPIC shall also deliver a public access easement from the western side of the Park Theater Mall property to Moraine Avenue. 5. Contingencies – The closing of the Real Estate Sales Contract is specifically contingent upon the following: a. EPIC receiving all necessary approvals including, but not limited to, special review approval and variances for its Performing Arts Center Project. b. Delivery of the public access easement for the Riverwalk across the Park Theater Mall property. c. Delivery of a public access easement from the western side of the Park Theater mall property to Moraine Avenue for further extension of the Riverwalk. d. Negotiation of a Development Agreement between EPIC and the Town addressing construction of EPIC’s Performing Arts Project, including the Riverwalk, as more fully outlined on Exhibit C of the Real Estate Sales Contract. e. EPIC shall apply for and receive approval of an Amended Plat of a portion of Lot 33 of the Riverside Subdivision of the Town of Estes Park, which will enable the Town to transfer the property to Purchaser. f. Prior to closing, EPIC acquiring title to the Park Theater Mall property in order to allow construction of the Project. g. The Town and EPIC negotiating an agreement which provides for reversion of the Town’s property to the Town in the event that construction of the Project is not commenced within three (3) years of the date of closing. Ordinance No. 2-13 approves the Exclusive Option to Purchase Real Estate which, if exercised by EPIC, approves the Real Estate Sales Contract attached as Exhibit B to the Option Agreement. Budget: The Town will incur administrative and legal expenses in negotiating the necessary agreements which are contingencies to the Real Estate Sales Contract. EPIC agrees in the Real Estate Sales Contract to pay all other costs associated with the exercise of its option to acquire the Town’s property. Staff Recommendation: Staff has no recommendation concerning Ordinance No.2-13 as it is a policy decision of the Town Board. Page 3 Sample Motion: I move to approve/deny Ordinance No. 2-13. Page 4 Map of Property Property Analysis Property Value Consideration Based on appraisal of lot 34, Riverside Second Subdivision, May 28th, $67/ sqft 8000 sqft 536,000.00$ Riverwalk easement from Moraine to EPIC Property 1800 sqft at $67/2 per sq ft 60,300.00$ Riverwalk improvements on EPIC property (estimate from Public Works)500,000.00$ Riverwalk easement on EPIC property -$ Public Restrooms -$ Riverwalk Maintenance -$ 536,000.00$ 560,300.00$ ORDINANCE NO. 02-13 AN ORDINANCE APPROVING AN EXCLUSIVE OPTION TO PURCHASE REAL ESTATE FOR ESTES PERFORMANCE INCORPORATED – PERFORMING ARTS CENTER PROJECT WHEREAS, the Board of Trustees of the Town of Estes Park has the authority pursuant to Section 31-15-713 (b) C.R.S. to sell Town property; and WHEREAS, Estes Performance InCorporated (“EPIC”) has requested that the Town sell a portion of its property located on the western portion of the Town’s Riverside parking lot which abuts the location of EPIC’s proposed Performing Arts Center Project; and WHEREAS, as part of the purchase of the Town’s property, EPIC has agreed to grant a public access easement and construct an extension of the Riverwalk across the Park Theater Mall property which will be acquired by EPIC; and WHEREAS, the Board of Trustees of the Town of Estes Park has determined it is in the best interest of the Town to enter into an Exclusive Option to Purchase Real Estate with EPIC which grants to EPIC the exclusive option to purchase Town property subject to the terms and conditions as more fully set forth in the Exclusive Option to Purchase Real Estate Agreement. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: Section 1. The Exclusive Option to Purchase Real Estate Agreement attached hereto as Exhibit A and incorporated herein by this reference is hereby approved. The officials of the Town of Estes Park are hereby authorized to execute the Option to Purchase Real Estate Agreement and perform all other necessary acts and duties as provided in the Option Agreement. Section 2. This Ordinance shall take effect and be enforced thirty (30) days after its adoption and publication. INTRODUCED, READ, AND PASSED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK on this _______ day of ______________, 2013. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk I hereby certify that the above Ordinance was introduced and read at the meeting of the Board of Trustees on the _______ day of ___________, 2013, and published in a newspaper of general circulation in the Town of Estes Park, Colorado, on the _______ day of _____________________, 2013. _____________________________ Town Clerk Option Agreement – Town of Estes Park and Seller Initials ___________ Estes Performance InCorporated Purchaser Initials _______ 1 EXCLUSIVE OPTION TO PURCHASE REAL ESTATE This Option Agreement entered into on the ___ day of __________, 2013 (the “Effective Date”) between the Town of Estes Park, Colorado, a municipal corporation, hereinafter called "Seller", and Estes Performance InCorporated, hereinafter referred to as “Purchaser,” for the option to purchase two parcels of property owned by the Town of Estes Park (the “Option Property”). W I T N E S S E T H: 1. GRANT OF OPTION. In consideration of $1.00 (ONE DOLLAR), cash in hand paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller hereby grants unto Purchaser, for the Option Period described below, the exclusive right and Option to purchase the Option Property, more fully described in Exhibit A attached hereto and incorporated herein by reference, and, upon the exercise of the Option, to purchase the same as hereinafter provided. 2. Exercise of Option. To exercise this Option, Purchaser shall, prior to the date on which this Option is due to expire, give Seller written notice of its exercise of the Option. 3. Term of Option. This Option shall extend from the Effective Date to January 31, 2014. In the event Purchaser fails to exercise this Option by this date, this Option shall terminate on said date and be of no further force and effect. 4. Real Estate Sales Contract. At the time of exercise of the Option, Purchaser shall execute and deliver to Seller and Seller shall execute and deliver to Purchaser, the Real Estate Sales Contract, attached hereto as Exhibit B and incorporated herein and by reference. Option Agreement – Town of Estes Park and Seller Initials ___________ Estes Performance InCorporated Purchaser Initials _______ 2 5. Purchaser Representation. The Purchaser represents that, as of the date of this Option, the following are true and correct statements upon which Seller may rely: a) Purchaser is a duly-organized corporation in good standing under the Laws of the State of Colorado; b) Purchaser will diligently pursue the contingencies which are set forth in Section 10.10 of the Real Estate Sales Contract; 6. Title Commitment to be Delivered by Seller. Title to the Option Property shall be merchantable, and free and clear of all liens, encumbrances and defects to the Purchaser’s satisfaction prior to closing of the Real Estate Sales Contract. Within ten (10) days of the mutual execution of the Real Estate Sales Contract, Seller shall provide, at Purchaser's expense, a title insurance commitment from a Title Insurance Company of Seller’s choosing, in favor of the Purchaser on the Option Property, in form satisfactory to the Purchaser and showing a State of Title as set forth in the Purchaser’s proposed Real Estate Sales Contract. The premium for such insurance, if the Property is purchased as provided in the Contract and a policy of title insurance issued, shall be at Purchaser’s expense at closing. 7. Binding Nature of Option. This Option is for the benefit of and binding upon the successors and assigns of the parties hereto. 8. Memorandum of Option to Be Recorded. For purposes of recording, a Memorandum notice of this Option shall be executed by the parties and recorded. 9. Notices. Any notice required or permitted to be delivered hereunder shall, except as otherwise expressly provided herein, be deemed to have been given upon the earlier to occur of (i) actual receipt by the addressee thereof; or (ii) deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be as follows: Option Agreement – Town of Estes Park and Seller Initials ___________ Estes Performance InCorporated Purchaser Initials _______ 3 Seller: Town of Estes Park Attention: Town Administrator P O Box 1200 Estes Park, CO 80517 Purchaser: Estes Performance InCorporated Attn: President P O Box 3077 Estes Park, CO 80517 IN WITNESS WHEREOF, Seller and Purchaser have executed this Option Agreement dated as of _____________ in duplicate originals by their respective duly- authorized representatives as designated below. SELLER: TOWN OF ESTES PARK, a municipal corporation BY: ____________________________ Mayor Acknowledged by: _________________________________ Town Clerk Option Agreement – Town of Estes Park and Seller Initials ___________ Estes Performance InCorporated Purchaser Initials _______ 4 PURCHASER: ESTES PERFORMANCE INCORPORATED, a Colorado nonprofit corporation, By: _________________________________ Acknowledged by: By: ____________________________________ Option Agreement – Town of Estes Park and Seller Initials ___________ Estes Performance InCorporated Purchaser Initials _______ 5 EXHIBIT A Legal Description of Parcel 1: The following legal descriptions are portions of the Southwest Quarter of the Northeast Quarter of Section 25, Township 5 North, Range 73 West of the 6th P.M. Commencing at the (approximate) Northeast Corner of Lot 34, Second Riverside Subdivision (the Northeast corner of the slab at the southerly edge of Fall River); thence S 16'39' E 15.9' to the true point of beginning; thence along the east line of said Lot 34, S 16'39' E 128.4' thence S 78'28' E 24.2'; thence N 11'32' E 140.0'; thence N 78'28' W 35.4'; thence S 73'02' W 56.2' to the True Point of Beginning. Area: 7775 square feet, more or less Legal Description of Parcel 2: Larimer County Parcel Number 3525122943 (as small sliver of property between the southern boundary of Lot 34 and Rockwell currently containing an extension to the sidewalk and 3 trees). REAL ESTATE SALES CONTRACT - PAGE 1 REAL ESTATE SALES CONTRACT This REAL ESTATE SALES CONTRACT (hereinafter referred to as the “Contract”) is entered into the _____ day of _______, 20___ (hereinafter referred to as the “Effective Date”) by the Town of Estes Park, a municipal corporation (hereinafter referred to as “Seller”), and Estes Performance InCorporated (hereinafter referred to as “Purchaser”). P R E M I S E S: WHEREAS, Seller is the owner of certain real property, as more particularly described herein, and which is situated in the Town of Estes Park, Larimer County, Colorado; and WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller all of Seller’s right, title and interest in and to the real property described herein. A G R E E M E N T: NOW, THEREFORE, for and in consideration of the Premises, the payment of the sums described herein, the respective covenants, agreements and obligations hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser do hereby agree as follows: ARTICLE I SALE AND PURCHASE 1.1 PROPERTY. Upon and subject to the terms and conditions hereinafter set forth, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, the real property, as more fully described on EXHIBIT A attached hereto, and incorporated herein for all purposes, together with all rights, ways, privileges and appurtenances pertaining thereto (hereinafter referred to as the “Property”), for the consideration of and subject to the terms, provisions, and conditions hereinafter set forth. REAL ESTATE SALES CONTRACT - PAGE 2 ARTICLE II PURCHASE PRICE 2.1 PURCHASE PRICE . The Purchase Price for the Property (hereinafter referred to as the ("Purchase Price") shall be Five Hundred Thirty-Six Thousand Dollars ($536,000). The Purchase Price shall be paid by the delivery by the Purchaser of the following documents to Seller at Closing: a. The Easement Agreement set forth on Exhibit B and the Development Agreement which includes Purchaser’s obligation to construct and maintain the Riverwalk through the Project. Estimated Value $500,000. b. The Pedestrian Easement more fully set forth in Section 10.10(c) of this Contract. Estimated Value $60,300. ARTICLE III EARNEST MONEY 3.1 EARNEST MONEY DEPOSIT. Purchaser shall deliver earnest money in the amount of Five Thousand Dollars ($5,000) (the “Earnest Money Deposit”) to Seller upon the execution of this Contract. If this Contract closes according to the terms hereof, the Earnest Money Deposit shall be returned to Purchaser at Closing. ARTICLE IV TITLE STATUS 4.1 TITLE COMMITMENT. Within ten (10) business days after the Effective Date, Seller shall deliver to Purchaser a Commitment for Title Insurance (hereinafter referred to as the “Commitment”), together with legible copies of all instruments and documents referred to therein as exceptions (“Exception Documents”) to title covering the Property, in favor of Purchaser, pursuant to which the Title Company agrees, subject to the provisions thereof, to issue at Closing an Owner Policy of Title Insurance (hereinafter referred to as the “Owner Policy”) to Purchaser. 4.2 REVIEW OF TITLE COMMITMENT. Purchaser shall have ten (10) days after receipt of the Commitment and the Exception Documents (as herein defined) to provide to Seller written objections to the status of title to the Property. If such written objections have not been received by Seller prior to the end of the above described period, Purchaser shall be deemed to have conclusively accepted and approved the status of title to the Property as shown by the Commitment. If Purchaser does timely deliver to Seller such written objections, Seller shall have until Closing to cure such objections; however, Seller is not REAL ESTATE SALES CONTRACT - PAGE 3 obligated to cure such objections. Seller shall diligently pursue the curing of any objections Seller elects to cure. If Seller fails, is unable, or unwilling to cure such objections by Closing, Purchaser may either (i) waive such objections in writing and purchase the Property notwithstanding such objections; or (ii) terminate this Contract by written notice to Seller. If Purchaser elects to terminate this Contract, the Earnest Money Deposit shall be refunded to Purchaser and neither Seller nor Purchaser shall have any further obligations hereunder, except those obligations stated herein that survive termination of this Contract. 4.3 CONVEYANCE BY DEED. Seller shall deliver to Purchaser, at Closing, a Special Warranty Deed (hereinafter referred to as the “Deed”), conveying fee simple title to the Property to Purchaser, subject to the exceptions to title contained in Schedule B of the Commitment approved or waived by Purchaser pursuant to Paragraph 4.2 hereof. ARTICLE V CLOSING 5.1 CLOSING DATE. The date of closing (the “Closing Date”) shall be thirty (30) days after the Effective Date or at an earlier or later date upon mutual written agreement of the parties. If all contingencies described in Section 10.10 have been satisfied and Closing does not occur, Seller will have the right to terminate the Contract and retain the Earnest Money Deposit paid to Seller by Purchaser and the parties will have no further liabilities to the other. In the event that all contingencies described in Section 10.10 have not been satisfied by the Closing date, this Contract shall automatically terminate and the Earnest Money Deposit shall be returned to Purchaser and the parties will have no further liabilities to the other. 5.2 CLOSING COSTS. Purchaser shall pay the cost of the basic premium for an Owner Policy of Title Insurance, the cost of a tax certificate, the closing fee, and all other closing costs. Each party shall pay their own professional legal fees incurred in this transaction, and any other costs and fees set out herein. 5.3 PROPERTY TAXES. The Property is currently not subject to any ad valorem property taxes as it is owned by Seller, which is a municipal corporation. Purchaser shall be responsible for all ad valorem property taxes assessed and payable on the Property following the Closing, if any. 5.4 SELLER’S OBLIGATIONS AT CLOSING. At Closing, Seller shall deliver to Purchaser the following documents which shall be duly executed and, where appropriate, acknowledged, together with any and all items or instruments necessary or appropriate thereto: (a) DEED. The Deed; REAL ESTATE SALES CONTRACT - PAGE 4 (b) OWNER POLICY. Evidence of issuance of the Owner Policy, containing no exceptions to title other than: (i) the standard printed exceptions in Schedule B to the Commitment; and (ii) those exceptions to title contained in Schedule B to the Commitment which are approved by Purchaser or waived by Purchaser as described above; (c) AUTHORITY. Any and all documents reasonably requested by the Title Company or required by this Agreement to confirm that this transaction and the parties executing such documents are fully authorized and empowered to so act. (d) FUNDS. Funds necessary to return the Earnest Money Deposit to Purchaser and to pay any other obligations of Seller. 5.5 PURCHASER’S OBLIGATIONS AT CLOSING. At Closing, Purchaser shall deliver to the Title Company: (a) FUNDS. Funds necessary to pay the Closing costs; and (b) EVIDENCE OF AUTHORITY. Any documents reasonably requested by the Title Company or required by this Agreement to confirm that this transaction and the parties executing such documents are fully authorized and empowered to so act; and (c) EASEMENT AND DEVELOPMENT AGREEMENT. Purchaser shall deliver to Seller a fully executed Easement and Development Agreement as more fully provided in Section 10.10 of this Contract. 5.6 DELIVERY OF POSSESSION. Possession of the Property shall be delivered to Purchaser at Closing. ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS 6.1 SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller represents, and warrants and covenants to Purchaser the following: (a) TITLE TO PROPERTY. Seller will deliver at Closing good, indefeasible, and fee simple title to the Property, free and clear of all mortgages, liens, encumbrances, leases, tenancies, security interest, covenants, conditions, restrictions, rights-of-way, easements, judgments or other matters affecting title REAL ESTATE SALES CONTRACT - PAGE 5 other than those shown on Schedule B of the Commitment and otherwise permitted in this Contract. (b) AUTHORITY. Seller has full power and authority to execute this Contract and perform all of its obligations hereunder. 6.2 PURCHASER’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Purchaser represents, warrants and covenants to Seller that Purchaser has full power and authority to execute this Contract and perform all of its obligations hereunder. ARTICLE VII CASUALTY LOSS 7.1 RISK OF LOSS. Risk of loss due to casualty up to and including the Closing Date shall be borne by Seller, except to the extent of any loss or damage caused solely by the acts of Purchaser or its agents, employees, contractors, or invitees. Seller shall repair and restore all damage to the Property for which Seller has the risk of loss prior to the Closing. ARTICLE VIII DEFAULT 8.1 PURCHASER’S DEFAULT. If Closing fails to occur due solely to a default or breach by Purchaser hereunder, Seller shall be entitled to terminate this Contract, and retain the Earnest Money Deposit as liquidated damages as Seller’s sole and exclusive remedy for default or breach by Purchaser. The foregoing sum has been agreed upon as the amount payable by Purchaser to Seller in consideration of Purchaser having the option to refuse to purchase the Property without any liability on account of its refusal other than payment of the Earnest Money Deposit. It is also agreed between Purchaser and Seller that such sum shall be liquidated damages for Purchaser’s default and because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such default, the amount of damages shall be liquidated as the amount of the consideration. Seller hereby waives any and all other of its rights or remedies at law or in equity, for breach of this Contract by Purchaser, including, but not limited to, a suit for damages or a suit to enforce specific performance. 8.2 SELLER’S DEFAULT. In the event that Seller shall default in the performance of Seller’s obligations hereunder, for any reason whatsoever other than Purchaser’s default or as otherwise permitted hereunder, as Purchaser’s sole and exclusive remedies hereunder, Purchaser may, at Purchaser’s option, (i) purchase the Property notwithstanding such default pursuant to the remaining terms and provisions of this Contract, in which event REAL ESTATE SALES CONTRACT - PAGE 6 such default shall be deemed waived; (ii) terminate this Contract and receive a return of the Earnest Money Deposit and neither Seller nor Purchaser shall have any further obligation hereunder, except those obligations stated herein that survive termination of this Contract; or (iii) file a suit to enforce specific performance and/or damages. 8.3 NOTICE OF DEFAULT. In the event of default by either party, the non-defaulting party shall give the defaulting party a written notice specifying said default. The defaulting party shall have fifteen (15) days in which to cure the default. In the event the default is not cured within said fifteen (15) day period, the defaulting party shall be deemed to be in default and the non-defaulting party may pursue the remedies set forth in Paragraphs 8.1 or 8.2 above. ARTICLE IX NOTICE 9.1 NOTICE DESIGNATION. Any notice required or permitted to be delivered hereunder shall, except as otherwise expressly provided herein, be deemed to have been given upon the earlier to occur of (i) actual receipt by the addressee thereof; or (ii) deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to Seller or Purchasers, as the case may be as follows: Seller: Town of Estes Park Attention: Town Administrator P O Box 1200 Estes Park, CO 80517 Purchaser: Estes Performance InCorporated Attn: President P O Box 3077 Estes Park, CO 80517 ARTICLE X MISCELLANEOUS 10.1 BINDING AGREEMENT. This Contract and all of the terms, provisions and covenants contained herein shall apply to, be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. 10.2 CAPTIONS. The captions employed in this Contract are for convenience only and are not intended in any way to limit or amplify the terms and provisions of this Contract. REAL ESTATE SALES CONTRACT - PAGE 7 10.3 TIME OF ESSENCE. TIME IS OF THE ESSENCE of this Contract. 10.4 CHOICE OF LAW. This Contract shall be construed in accordance with the laws of the State of Colorado, and the obligations hereunder are performable in the county where the Property is located. 10.5 ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties with respect to the subject matter hereof, and shall not be varied, amended, or superseded except by written agreement between the parties hereto. 10.6 COUNTERPART EXECUTION. This Contract may be executed in counterparts, each of which shall constitute an original, and all which taken together shall constitute an original and all which taken together shall constitute a single agreement. 10.7 DATE COMPUTATION. If any date of significance hereunder falls upon a Saturday, Sunday or recognized Federal holiday, such date will be deemed moved forward to the next day which is not a Saturday, Sunday or recognized Federal holiday. The terms “working day” or “business day” shall mean days elapsed exclusive of Saturday, Sunday or recognized Federal holidays. 10.8 ASSIGNMENT. Neither party may assign any or all of the Party’s right, title and interest in, to and under this Contract to any person or entity without the prior written consent of the other Party. 10.9 CONSTRUCTION. This Contract is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions hereof shall be construed in accordance with their usual and customary meanings. Seller and Purchaser hereby waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Contract that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared the executed Contract or any earlier draft of the same. 10.10 C ONTINGENCIES. The Closing of the sale of the Property is subject to the following contingencies: (a) The Closing of this Contract is specifically contingent upon the Purchaser receiving all necessary approvals including, but not limited to, special review approval and variances for its Performing Arts Center Project. All approvals must be in full force and effect at the time of Closing. (b) At Closing, Purchaser shall deliver to Seller a public access REAL ESTATE SALES CONTRACT - PAGE 8 easement as more fully set forth on EXHIBIT B attached hereto, and incorporated herein by this reference. (c) Prior to Closing, Purchaser shall obtain a public pedestrian easement from the western end of the easement property described in sub- paragraph (b) above along the south side of Fall River to Moraine Avenue across Lot 35 and all of Lot 42, Second Riverside Subdistrict of the Town of Estes Park, in the form satisfactory to Seller. (d) Prior to Closing, the Parties shall negotiate and execute a Development Agreement which addresses construction of Purchaser’s Performing Arts Center Project as outlined on EXHIBIT C attached hereto, and incorporated herein by reference. (e) Purchaser shall apply for and receive approval of an Amended Plat of a portion of Lot 33 of the Riverside Subdivision of the Town of Estes Park which enables Seller to transfer the Property to Purchaser. All costs and expenses for said Amended Plat, including any necessary surveying, Plat preparation, application fees, and engineering shall be the responsibility of Purchaser. (f) Purchaser has, or at Closing will have, acquired title to all the real property upon which the Purchaser will construct its Performing Arts Center Project. (g) Prior to Closing, the Parties shall develop an agreement which provides for the reversion of the Property to the Town in the event that construction of Purchaser’s Performing Arts Center Project is not commenced within three (3) years of the date of Closing. Said Agreement shall be a covenant running with the Property and executed by the Parties at Closing. 10.11 LITIGATION. In the event that any litigation is filed by any third party, which litigation contests the ability of the Purchase and/or Seller to close the sale of the Property pursuant to the terms and conditions of the Contract, and/or seeks to enjoin the performance of either party of the terms and conditions of this Contract, either party may terminate the Contract upon written notice to the other party. In case of such termination, the Earnest Money Deposit shall be returned to the Purchaser and this Contract shall be terminated and of no further force and effect. However, both parties may mutually elect to continue to close the sale of the Property pursuant to the terms and conditions of this Contract. IN WITNESS WHEREOF, the parties hereby execute this Contract effective REAL ESTATE SALES CONTRACT - PAGE 9 as stated herein. REAL ESTATE SALES CONTRACT - PAGE 10 SELLER: TOWN OF ESTES PARK __________________________ By: Mayor ATTEST: _____________________________ TOWN CLERK STATE OF COLORADO ) ) ss COUNTY OF ___________) SUBSCRIBED AND SWORN to before me this _____ day of _____________, 20__ by _______________________, Mayor of the Town of Estes Park. Witness my hand and official seal. My Commission Expires: __________________________ ____________________________________ Notary Public REAL ESTATE SALES CONTRACT - PAGE 11 PURCHASER: ESTES PERFORMANCE INCORPORATED ______________________________________ By: STATE OF COLORADO ) ) ss COUNTY OF LARIMER ) SUBSCRIBED AND SWORN to before me this _____ day of _____________, 20__ by_____________________, ___________________ of Estes Performance InCorporated. Witness my hand and official seal. My Commission Expires: __________________________ ____________________________________ Notary Public REAL ESTATE SALES CONTRACT - PAGE 12 EXHIBIT A Legal Description of Parcel 1: The following legal descriptions are portions of the Southwest Quarter of the Northeast Quarter of Section 25, Township 5 North, Range 73 West of the 6th P.M. Commencing at the (approximate) Northeast Corner of Lot 34, Second Riverside Subdivision (the Northeast corner of the slab at the southerly edge of Fall River); thence S 16'39' E 15.9' to the true point of beginning; thence along the east line of said Lot 34, S 16'39' E 128.4' thence S 78'28' E 24.2'; thence N 11'32' E 140.0'; thence N 78'28' W 35.4'; thence S 73'02' W 56.2' to the True Point of Beginning. Area: 7775 square feet, more or less Legal Description of Parcel 2: Larimer County Parcel Number 3525122943 (as small sliver of property between the southern boundary of Lot 34 and Rockwell currently containing an extension to the sidewalk and 3 trees). REAL ESTATE SALES CONTRACT - PAGE 13 EXHIBIT B EASEMENT AGREEMENT      This Easement Agreement (the “Agreement”) is made as of the ______ day of ____________,  2012 by and between Estes Performance InCorporated (“Owner”), and the Town of Estes Park  (the “Town”), whose address is PO Box 1200, Estes Park, Colorado  80517, a body corporate and  politic, duly organized and acting under the laws of the State of Colorado.      1. Consideration.  For and in consideration of  One dollar ($1.00) and other good and  valuable consideration paid by the Town to the Owner, the receipt of which is hereby  acknowledged, Owner hereby sells, conveys and grants unto the Town an exclusive and  permanent public easement and right‐of‐way over, upon, across, through, and under  the property described in Exhibit A, attached and made part hereof (the “Property”),  situate in Larimer County, Colorado, for the uses and purposes and upon the terms  hereinafter set forth.    2. Purpose.  This easement and right‐of‐way is for the purpose of granting the Town the  right to construct, inspect, maintain, make available to the public, operate and use a  pedestrian way, known as the Riverwalk, including utilities such as water, gas, electric,  telephone, cable tv, and the like (the “Improvements”), upon, across, over, under,  through, and within the Property.  No motor‐operated vehicles, except Town of Estes  Park maintenance and Light & Power Department vehicles, will be allowed on the  Property.  3. Representation of Owner.    A. The Owner, for itself, its successors and assigns, does hereby covenant and agree  not to construct improvements of any kind or nature whatsoever on, over,  across or under the Property described on Exhibit A or to take or fail to take any  action of any kind or nature whatsoever which would interfere with the Town’s  use of the Property for the purposes herein granted.  B. Owner hereby represents and covenants with the Town that there are no other  parties with interest in the Property and that Owner has sole and exclusive  authority to enter into this Agreement.  4. Binding Effect.  This grant of easement shall run with the Property and shall be binding  upon and inure to the benefit of the parties hereto, their successors and assigns.  REAL ESTATE SALES CONTRACT - PAGE 14     The parties hereto have executed this Easement Agreement as of the date first above written.    ESTES PARK INCORPORATED:                       ______________________________     By:  President       TOWN OF ESTES PARK:      By:  _________________________          Bill Pinkham, Mayor      ATTEST:      ___________________________  Town Clerk  REAL ESTATE SALES CONTRACT - PAGE 15 EXHIBIT A To Easement Agreement The following legal descriptions are portions of the Southwest Quarter of the Northeast Quarter of Section 25, Township 5 North, Range 73 West of the 6th P.M. Legal Description of Area of Riverwalk Easement to be granted by EPIC to the Town of Estes Park: Beginning at the (approximate) Northeast Corner of Lot 34, Second Riverside Subdivision (the Northeast corner of the slab at the southerly edge of Fall River); thence along an Arc with a Length of 75.86', a Radius of 1 07.0', and a Chord with a distance of 74.3' bearing S 71'11' W; thence S 16'57' E 11.8'; thence along an Arc with a Length of 37.5', a Radius of 60.0' and a Chord with a distance of 36.9' bearing N 87'20' E; thence N 72'32' E 7.4'; thence S 16'30' E 8.9'; thence N 73'12' E 31.0' to the east line of said Lot 34; thence along said east line N 16'39' W 32.2' to the True Point of Beginning. Area: 2015 square feet REAL ESTATE SALES CONTRACT - PAGE 16 EXHIBIT C Development Agreement The Development Agreement shall include, but is not limited to, the following matters: 1. The construction of the Riverwalk along the southern bank of Fall River through the Project including the following: • Construction, maintenance, and operation of public restroom facilities within the easement area (open during normal business hours). • Design and construction of the Riverwalk (including restroom facilities) at EPIC’s sole expense. • Maintenance and repair of the Riverwalk within the easement at EPIC’s sole expense. • Payment of all utility charges associated with these improvements at EPIC’s sole expense. • Waiver of water tap fees for the restroom facilities. 2. Terms and conditions of construction of the Project including hours of construction, use of Town property for staging of construction, and impacts to neighboring businesses. 3. Any terms and conditions of the special review approval for the Project. Public Comment  received for  January 22, 2013 Town  Board Meeting        Public Comment  received for  December 11, 2012  Town Board Meeting          TOWN ADMINISTRATOR Memo To: Honorable Mayor Pinkham Board of Trustees From: Frank Lancaster, Town Administrator Date: January 22, 2013 RE: Approval of Policy Governance Section 1 – Governance and Town Policy 100 – Town Committees and Town Policy 101 – Board of Trustees Division of Responsibilities Background: Last fall the Board began work on developing a Policy Governance Manual for the Town of Estes Park. The first of four sections of the manual deals with Governance, or the internal policies and operations of the Board of Trustees. Policy Governance provides the fundamental guidance and principles for which other internal operating procedures will be developed. The first two of these operating procedures are Policy 100 – Town Committees and Policy 101 – Board of Trustees Division of Responsibilities. These have been presented to the Town Board in previous study sessions and amended as requested by the Board. Budget: n/a Staff Recommendation: That the Board adopted and approve section on of the Town of Estes Park Policy Governance Manual – Governance, and Estes Park Policies 100, Town Committees and 101, Board of Trustees Division of Responsibilities. Sample Motion: I move for the adoption of Section 1 of the Town of Estes Park Policy Governance Manual regarding Board Governance. I move for the adoption of Town of Estes Park Policy 100 – Town Committees. I move for the adoption of Town of Estes Park Policy 101 – Board of Trustees Division of Responsibilities 1 Governing Policies of the Town of Estes Park Board of Trustees 2 Introduction These Governing Policies, as adopted by the Board of Trustees, incorporate four categories of policy. The first category is the Governance Process, which clarifies the board's own job and rules, how they work together and how the Board relates to the citizens of Town of Estes Park. Category two is Board/ Staff Linkages which outlines the delegation and accountability through the Town Administrator. The third Category is Executive Limitations which describes the prudence and ethics, and limitations of the authority and responsibilities of the Town Administrator in his/her role as the Chief Appointed Official for the board directing the staff of the Board of Trustees. The first three all work together to efficiently and effectively implement the fourth Category, which is the vision, direction, and policy of the Board of Trustees. These describe what benefits will occur, for which people, at what cost. To further its accountability to the citizens and taxpayers of the Town of Estes Park, the Board of Trustees adheres to the following principles of governance: 1. Ownership: The Board connects its authority and accountability to its “owners” – the citizens and taxpayers of the Town – seeing its task as servant leader to and for them. 2. Governance Position: With the ownership above it and operational matters below it, governance forms a distinct link in the chain of command and authority. The Board’s role is that of commander, not advisor. It exists to exercise that authority and properly empower others rather than to be management’s consultant, or adversary. The Trustees—not the staff—bears full and direct responsibility for the process and products of governance, just as it bears accountability for any authority and performance expectations delegated to others. 3. Board Holism: The Board of Trustees makes authoritative decisions directed toward management and toward itself, its individual Trustees, and committees only as a total group. That is, Town Board authority is a group authority rather than a summation of individual authorities. 4. Goals Policies: The Town Board defines, in writing, the (a) results, changes, or benefits that should come about for specified goals (b) recipients, beneficiaries, or otherwise defined impacted groups, and (c) at what cost or relative priority for the various benefits or various beneficiaries. These are not all the possible “side benefits” that may occur, but those that form the purpose of the organization, the achievement of which constitutes organizational success. Policy documents containing solely these decisions are categorized as “Goals” in the policies that follow. 3 5. Board Means Policies: The Board of Trustees defines, in writing, those behaviors, values added, practices, disciplines, and conduct of the Board itself and of the Board’s delegation/accountability relationship with its own subcomponents and with the management part of the organization. Because these are not decisions relating to Goals, they are called “Board Means” to distinguish them from “Ends” and “Staff Means”. These decisions are categorized as “Governance Process” and “Board Management Delegation”. 6. Management Limitations Policies: The Board makes decisions with respect to its staff’s means decisions and actions only in a proscriptive way in order simultaneously (a) to avoid prescribing means and (b) to put off limits those means that would be unacceptable even if they work. These decisions are categorized as “Management Limitations” in the policies that follow. 7. Self-Enforcing – These policies are collectivily adopted by the Estes Park Board of Trustees and as such only the board and individual trustees are responsible for compliance both individually and collectively. 4 TOWN OF ESTES PARK BOARD OF TRUSTEES GOVERNING POLICIES MANUAL Table of Contents Category 1. Governance Process Policy 1.0 Governance Commitment Policy 1.1 Governing Style Policy 1.2 Operating Principles Policy 1.3 Board Job Description Policy 1.4 Mayor’s Responsibility Policy 1.5 Board Members' Code of Conduct Policy 1.6 Board Appointed Committee Principles Policy 1.7 Board Liaison Roles Policy 1.8 Board Committee Principles Policy 1.9 Annual Planning And Agendas 5 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.0 POLICY TITLE: GOVERNANCE COMMITMENT Within the authority granted to it by Colorado Revised Statutes, the purpose of the Town of Estes Park Board of Trustees (the “Board”), on behalf of the citizens of Town of Estes Park, is to see to it that the Town of Estes Park government 1) achieves results for citizens at an acceptable cost and 2) avoids unacceptable actions and situations. 1.1 The Board of Trustees will approach its task with a style which emphasizes outward vision rather than an internal preoccupation, strategic leadership more than administrative detail, clear distinction of Board and staff roles, collective rather than individual decisions, future rather than past or present, and proactively rather than reactively. 1.2 The operating principles and commitments of the Board of Trustees, as it relates to the working relationship between the Trustees, staff and citizens of theTown of Estes Park, are to emphasize fairness; responsibilities as elected officials; respect; honesty and integrity; and communication. 1.3 The job of the Board of Trustees is to make contributions which lead the Town Government toward the desired performance and to assure that it occurs. The Board’s specific contributions are unique to its trusteeship role and necessary for proper governance and management. 1.4 The responsibility of the Mayor is, primarily, to establish procedural integrity and representation of the Board of Trustees and the Town to outside parties (as delegated by the Board). 1.5 The Board expects of its members ethical and businesslike conduct. 1.6 The Board of Trustees may establish committees to advise the Board in carrying out its responsibilities. Other than those statutorily required, all committees appointed by the Town of Estes Park Board of Trustees exist so that Board decisions (a) will be made from an informed position, and (b) will be made in a public forum consistent with Board policy. 1.7 The Board of Trustees may appoint an individual Trustee to serve as the official liaison of the Board to Town Boards and Commissions. The Board of Trustees may appoint an individual Trustee to serve as the official liaison to other community groups. 1.8 Board Committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from the Board to Town Administrator. The purpose of Board Committee’s shall be to provide more indepth 6 discussion and information on the specific areas assigned to the Committee. Committee’s may not vote or adopt policy, but may make recommendations to the Town Board for action. 1.9 The Town Board will prepare and follow an annual agenda plan that includes (1) a complete re-exploration of Goals policies and (2) opportunity for continuous improvement in Town Board performance through Town Board education, enriched input, and deliberation. 7 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.1 POLICY TITLE: GOVERNING STYLE The Board of Trustees will approach its task with a style which emphasizes outward vision rather than an internal preoccupation, strategic leadership more than administrative detail, clear distinction of Board and staff roles, collective rather than individual decisions, future rather than past or present, and proactive rather than reactive. In this spirit: 1.1.1. The Board of Trustees will operate fully aware of its trusteeship and stewardship obligation to its constituents. 1.1.2. The Board of Trustees will conduct itself individually and collectively with whatever discipline is needed to govern with excellence through: A. Being committed to matters such as policy making principles, role clarification, speaking with one voice and self-policing of any tendency to stray from governance adopted in Board policies. B. Individual Board members’ thorough preparation for meetings and regular attendance. C. Continuation of Board development including orientation of new members in the Board’s governance process, participation in relevant continuing education, and periodic Board discussion of process improvement. 1.1.3. The Board of Trustees will direct, control and motivate the organization through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s emphasis will be on impacts on the Town outside the organization, not on the administrative means. 1.1.4. The Board of Trustees, as trustee for and working with the citizens of the Town of Estes Park, will be the primary initiator of policy, and will also be receptive to other policy initiatives from citizens and staff. The Board, not the staff, will be responsible for Board performance as specified in the policy entitled Board Job Products. 1.1.5. The Board of Trustees will be accountable to the Citizens of the Town of Estes Park for competent, conscientious and effective accomplishment of its obligations as a body. It will allow no individual, committee or entity to usurp this role or hinder this commitment. 8 1.1.6. The Board of Trustees will monitor and discuss the Board’s own process and performance, and ensure the continuity of its governance capability through continuing education and training. 1.1.7. A member of the Board of Trustees who votes in the minority is free to express his/her dissent but will respect the process and legitimacy of the majority decision. 1.1.8 All Town Trustees will respect legitimacy of the opinions and reasoning of other Trustees when and after making board decisions. 1.1.9 Agree not to hold grudges or bring disagreements from past actions into future decisions. 1.1.10 A member of the Board of Trustees who, in their sole opinion, believes they have a conflict of interest or for any other reason believes that they cannot make a fair and impartial decision in a legislative or quasi-judicial decision, will recuse themselves from the discussion and decision. Any recusal will be made prior to any board discussion of the issue. 1.1.11 Any Trustee may choose to abstain from voting on any question, at their sole discretion. If there is not conflict of interest or reason for recusal as outlined in 1.1.10, the trustee may participate fully in Board discussions of the issue, yet abstain from voting, should they so choose. 9 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.2 POLICY TITLE: OPERATING PRINCIPLES The operating principles and commitments of the Board of Trustees, as it relates to the working relationship between the Trustees, staff and citizens of Town of Estes Park, are to emphasize fairness; responsibilities as elected officials; respect; honesty and integrity; and communication. 1.2.1 FAIRNESS: We are committed to fairness in our day to day activities. To ensure an atmosphere of fairness, we agree to the following principles: A. We will listen to all sides of an issue. B. We will be fair with each other. C. Citizens will have opportunity to access the Board of Trustees, with the exception of any contact that may be considered ex-parte communication associated with a quasi-judicial decisions. D. We have an obligation to listen to each other, citizens and staff with the understanding that an obligation to listen does not necessarily equate to an obligation to agree or to act as requested. E. We will treat each other as equals. 1.2.2 RESPONSIBILITIES AS ELECTED OFFICIALS: We understand and agree that we have certain responsibilities to the public and community beyond those simply articulated in law. A. We believe we are each responsible for our own actions as Trustees. We will take responsibility for our own actions. B. We agree to address issues and respond to each others requests in a timely and open manner. C. We will give equal weight to rights and responsibilities when making decisions. D. When giving staff responsibility we will grant the appropriate authority to carry out that responsibility. E. We have a fiduciary responsibility to uphold the Constitutions of the United States and the State of Colorado, and all laws and regulations of the United States, the State of Colorado and the Town of Estes Park. 1.2.3. RESPECT: Citizens’ trust in government is critically important. The key to building and maintaining this trust is placing a high value on respecting each other and those we work with and serve as public officials. A. We agree to take others' concerns seriously. B. We agree to accept and respect each other's individuality, supporting each other by capitalizing on our individual strengths, working together, as a team, utilizing each others' expertise, to accomplish our goals and the goals of the Town of Estes Park. C. We believe that information flow within the organization is important and 10 that all affected parties should have all of the information that is important to them, whenever possible. D. We agree to respect each other's feelings and ideas and to treat everyone with respect. E. We will make every effort to not just listen but to understand the point from others' perspective. F. We understand that respect comes in many forms and we will make every effort to show respect for others both in our verbal and non-verbal actions. G. We treat those providing input at Town meetings with respect. 1.2.4. HONESTY AND INTEGRITY AND TRUST: As elected officials we will hold ourselves to a high standard of honesty and integrity in the community. A. We will deal with each other honestly. B. We are committed to high standards of ethics in our dealings with each other, employees, and citizens. C. If an interpersonal conflict or problem develops, we will work with the people involved only and strive to settle the conflict or problem in a constructive basis. D. We treat our office as a public trust. The Town’s resources and powers are to be used for the benefit of the public. . E. We refrain from decisions in which our financial or personal interests are specifically affected by a decision and shall adhere to applicable Colorado Law governing conflict of interest. F. We do not accept personal gifts except as specifically allowed by Colorado Law. G. We respect and adhere to our oath of office H. We will abide by Article 29 of the Constitution of the State of Colorado regarding ethical behavior. 1.2.5. COMMUNICATION: We believe that to be effective as elected officials, we must communicate clearly and completely at all times. A. We believe in full disclosure and “no surprises” in our internal operations and in working together as a Board. We will strive for open and candid communication among citizens, staff and each other. B. We are committed to providing our citizens with relevant, accurate and timely information about the Town goals, services, fiscal programs, services provided, and the decisions that will affect the public. C. We believe it is important to keep each other informed of our activities and of issues facing us as a Board of Trustees. 1.2.6 ACCOUNTABILITY: A. We will exercise our authority with open meetings and access to public records. B. We will hold executive sessions only for reasons allowed by Colorado Revised Statutes. C. We are positive advocates for the Town and are accessible to the citizens of Estes Park. 11 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.3 POLICY TITLE: BOARD JOB DESCRIPTION The job of the Board of Trustees is to lead the Town Government toward the desired performance and to assume a good faith effort toward those objectives. The Board’s leadership is unique to its trusteeship role and necessary for proper governance and management. 1.3.1 The products of the Board shall be: 1. Linkage: As the Town of Estes Park Board of Trustees places a high value on open, participatory government, the board will produce the linkage between Town of Estes Park government and the Citizens of Town of Estes Park. A. Needs Assessment: The Board of Trustees will strive to identify the needs of the citizens as they relate to Town of Estes Park’s activities and scope of influence, and shall translate such knowledge into the articulation of Board Objectives policies (see definition below). B. Advocacy and Ambassadorship: The Board of Trustees will act as the representatives of the citizens to the Town of Estes Park government, and shall take steps to inform and clarify: i. the citizens relationship with government, and ii. the organization’s focus on future results, and as well as present accomplishments. 2. Written governing policies that, at the broadest levels, address each category of organizational decision: A. GOVERNANCE PROCESS: Specification of how the Board of Trustees conceives carries out and monitors its own task B. STAFF LIMITATIONS: Constraints on staff authority which establish the prudence and ethics boundaries within which all Town Administrator and staff activity and decisions must take place. C. BOARD/STAFF LINKAGE: How power is delegated and its proper use monitored; the role, authority and accountability of the Town Administrator (and the Town Attorney).. D. OUTCOMES: Organizational products, effects, benefits, to answer the questions for (what good, for which recipients, and at what cost?). 12 3. The Board will produce assurance of: A. Town Administrator performance (in accordance with policies in 2A and 2B) B. Town Attorney performance (in accordance with policies in 2A and 2B) 4. Adopted resolutions, regulations, ordinances, and fee schedules; legislative positions; the Audit; the Budget; Boards and Commissions; and statutorily mandated items. 1.3.2 Role of Town Trustees 1.3.2.1 Representation: i. Providing leadership for the Town on behalf of the citizens of Estes Park. ii. Representing and acting in the best interest of citizens of the Town of Estes Park. iii. Being knowledgeable of issues, researching background information, attending regularly scheduled meetings, and acting as a resource for citizens’ concerns. iv. Serving as a conduit for information from citizens to the Town Administrator and the Mayor in responding to questions and individual problems. v. Finding a balanced approach for addressing competing interests among constituent groups to ensure the community is fairly represented. vi. Representing the Board of Trustees on standing committees of the Town for the purpose of monitoring major Town activities and policy implementation. 1.3.2.2 Legislative: I. Serving as the governing body of the Town and holding all legislative and corporate powers of the Town specifically granted or implied by statutory provisions and the Municipal Code. II. Enacting ordinances, resolutions and policies for the governance of the Town of Estes Park and protecting the life, health and property of its citizens and visitors. III. Establishing policy for the direction of the Town Board and Town Staff. IV. Establishing fiscal policy, financial targets, and budget goals for the Town government. V. Having final decision making responsibilities over pertinent land use issues and application of development code requirements within the Town of Estes Park. 1.3.2.3 Quasi-Judicial: i. Acting in a quasi-judicial manner in matters brought before it that relate to public hearings, appeals, land use, and liquor licensing. 13 ii. Making decisions concerning quasi-judicial matters based upon testimony presented at formal hearings which are normally conducted during regularly scheduled Town Board meetings. iii. Not accepting nor seeking outside input or lobbying that attempts to influence their decision prior to the quasi-judicial Public Hearing. Any and all ex parte communication shall be disclosed at the beginning of the hearing. Not doing so may cause a Trustee to be disqualified from the proceedings. 1.3.2.4 Communications: I. Following a formal decision, acting as a united body, not as individual Trustees, and acknowledging the decision of the Town Board. II. The Town Administrator is the sole point of contact between the Trustees, as policy makers, and Town Staff. III. Interacting with the media, governmental entities, the public or other bodies as individual Trustee and not as a representative of the majority of Trustees unless an official position or legislative action has been established or authorized to do so. IV. Communicating to the Mayor and other Trustees items of importance from their respective committees and providing information that may be necessary to keep other members aware of important Town activities or critical functions. V. In times of community emergency it is important that the Town Board speak with one voice. The Mayor, or the Mayor Pro-Tem, if the Mayor is not available, shall speak for the Board during an emergency. Other trustees will refer all requests for information to the Mayor or Mayor Pro-Tem. The Mayor will coordinate all communication with the incident commander and the Town Administrator. The purpose of this policy is not to restrict the communication of the trustees or the Mayor, but to insure all communication is timely and accurate and is in concert with the incident response plan. 14 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.4 POLICY TITLE: MAYOR’S RESPONSIBILITY The responsibility of the Mayor is, primarily, to establish procedural integrity and representation of the Board of Trustees and the Town to outside parties (as delegated by the Board). Accordingly: 1.4.1. The responsibility of the Mayor is to consistently guide the behavior of the Board with its own rules and those legitimately imposed upon it from outside the organization. 1.4.1.1. Meeting agendas and discussion content will be only those issues which, according to Board policy, clearly belong to the Board to decide, not the Town Administrator. 1.4.1.2. Deliberation will be fair, open, orderly and thorough, but also efficient, limited to time, and kept to the point. a. 1.4.2. The authority of the Mayor is to preside over meetings and to sign documents as authorized by the Board of Trustees and to preside over the evaluation of the Town Administrator by the Town Board. 1.4.3. The Mayor shall not act on behalf of the Town in any unilateral manner, except as approved by the Board of Trustees. This shall include any appointment of committee or board positions, making any financial or other binding obligations on behalf of the town, or expressing the official position of the Town on any matter. 1.4.4 Representation: 1.4.4.1 Provide leadership for the Town of Estes Park. 1.4.4.2 Serve as the primary representative of the Town of Estes Park in official and ceremonial functions. 1.4.4.3 Represent the Town in interaction with other government agencies. 1.4.4.4 Be the spokesperson for the Town unless the Town Board has decided otherwise. 1.4.4.5 Represent the Town Board as a liaison with the Town Administrator to promote the timely flow of information between the Town Board, Town Staff and other governmental organizations. 1.4.4.6 Represent the Town on the Platte River Power Authority Board. 1.4.5 Enactment: 15 1.4.5.1 Mayor in conjunction with the Town Board and Town Administrator enforces the ordinances and laws of the Town. 1.4.5.2 Signs all warrants (see section 2.12.020 of the Municipal Code). 1.4.5.3 Executes all ordinances and resolutions authorizing expenditure of money or the entering into a contract before they become valid. The Mayor has the authority to disapprove such ordinances or resolutions in writing, subject to Board of Trustees override. 1.4.5.4 Mayor with, Town Board approval, appoints members of committees, and other entities that may be necessary from time to time for the effective governance of the Town. 1.4.5.5 Facilitating policies and procedures for the effective management of the Board, establishing Town goals in conjunction with the Town Board, promoting consensus and enhancing Board performance. 1.4.6 Mayor Pro Tem - Mayor Pro Tem shall assume all duties of the Mayor in the Mayor’s absence in accordance with Section 2.16.010 of the Municipal Code. 1.4.7 – Mayoral Appointments 1.4.7.1 – Board Standing Committees - “At the first regular meeting following the certification of the results of each biennial election, the Mayor shall appoint three (3) Trustees to the following standing committees: community development, public safety, public works and utilities.” (Ord. 26-88 §1(part), 1988; Ord. 7-03 §1, 2003; Ord. 10-10 §1, 2010) 1.4.7.2 Special Assignments – The Mayor may appoint other trustees to serve on temporary committees, community groups, interview panels or in some other capacities as a representative of the Town, except in cases where a Board Liaison has been approved by the Board of Trustees (Policy 1.7.) The Mayor shall inform the entire board of any special assignments and will make every effort to distribute special assignments equitably among the members of the Board. 1.4.7.3 Special committees.- Special committees may be established by the Board of Trustees. The Mayor shall appoint all members of any special committee subject to the approval of the Board of Trustees. (Ord. 26-88 §1(part), 1988; Ord. 10-10 §1, 2010) 16 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.5 POLICY TITLE: BOARD MEMBERS’ CODE OF CONDUCT The Board of Trustees shall operate in an ethical and businesslike manner. Accordingly: 1.5.1. Members of the Board of Trustees must represent unconflicted loyalty to the interests of the citizens of the entire Town. This accountability supersedes any conflicting loyalty such as that to any advocacy or interest groups, or membership on other Boards or staffs. This accountability also supersedes the personal interest of any Board member acting as an individual consumer of the Town government’s services. 1.5.2. Members of the Board of Trustees must avoid any fiduciary conflict of interest, ex-parte communication involving quasi-judicial matters or nepotism conflicts. 1.5.3. Members of the Board of Trustees will act in accordance with the Colorado Revised Statutes and the Code of the Town of Estes Park, as they relate to the Board’s responsibilities and authorities. 1.5.4. Individual Board members can represent the Board on Town matters when delegated those responsibilities by the Board 1.5.5. Members of the Board of Trustees may not attempt to exercise individual authority over the Town government except as explicitly set forth in Board policies. 1.5.5.1. Board of Trustees’ interaction with the Town Administrator or with staff must recognize the lack of authority in any individual Board member or group of Board members except when explicitly authorized by the Board in a public meeting. 1.5.5.2. Individual Board members’ interaction with public, press or other entities must recognize the same limitation except when explicitly authorized by the Board of Trustees in a public meeting. 1.5.5.3. Individual Board members will not formally evaluate the performance of the Town Administrator, his/her staff or the Town Attorney except as that performance is assessed in accordance with explicit Board of Trustees’ policies. 1.5.5.4. Individual members of the Board of Trustees may not intentionally coerce or intimidate Town employees, interfere with Town employees’ duties or authority. 17 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.6 POLICY TITLE: BOARD APPOINTED COMMITTEE PRINCIPLES For simplicity and clarity in this policy, the term “Committee” shall refer to any board, commission, task force, council, committee or any other volunteer group of citizens serving the Town of Estes Park. The Board of Trustees may establish committees to advise the Board in carrying out its responsibilities. Other than those statutorily required, all committees appointed by the Town of Estes Park Board of Trustees exist so that Board decisions (a) will be made from an informed position, and (b) will be made in a public forum consistent with Board policy. Accordingly: 1.6.1. This policy applies only to committees which are appointed by the Board of Trustees. 1.6.2. Other than those legislatively directed, committees may not speak or act for the Board of Trustees except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the staff. 1.6.3. Committees appointed by the board are to help the Board of Trustees do its job, not to help the staff do its job. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. Committees are not created by the Board to advise staff. The Board understands that at times the Town Administrator or Town Staff may convene ad-hoc or ongoing advisory boards to serve as advisors for operational issues. These advisory groups are subject to the same limitations as Board appointed committees. 1.6.4. In keeping with the Board of Trustees’ broader focus, committees normally will not have direct dealings with current staff operations. Committees cannot exercise authority over staff. 1.6.5. Because the staff works for the Board, they will not be expected to obtain approval of a committee before taking action unless otherwise authorized by state statute, Board policy, or federal regulation. 1.6.6. Because of the differing nature of committees, some of which are defined by state statute, the Board shall have and keep current an operating policy defining the role of different committees and setting forth rules and procedures for Town of Estes Park committees (OPS xxx). 1.6.7 The authority and responsibility of any committee will not duplicate the authority 18 or responsibility of: A. The Board of Trustees B. Town Staff C. Any other committee D. Town Auditor E. Town Attorney 1.6.8 All committees will undergo a regular sunset review, at least once every five years, unless otherwise provided for more frequently and according to a staggered schedule to be adopted separately by the Board of Trustees. 1.6.9. Said sunset review shall include a review of the Board and Commission’s MissionStatement, and of the Board of Trustees’ charge to the Committee of their role, responsibility and authority. 19 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.7 POLICY TITLE: BOARD LIAISON ROLES The Board of Trustees may appoint an individual Trustee to serve as the official liaison of the Board to Town committees. The Board of Trustees may appoint an individual Trustee to serve as the official liaison to other community groups. 1.7.1 Appointment - Any Trustee serving as a liaison to any group, either internal or external, shall be appointed by the Town Board. 1.7.2 Term – A Trustee shall serve as the Town Board Liaison solely at the pleasure of the Town Board, with no specific term limit. 1.7.3 Duties of a Liaison 1.7.3.1 Communicate with the committee when Board of Trustees communication is needed and to serve as the primary two-way communication channel between the Town Board and the committee or community group. 1.7.3.2 Review applications, interview candidates and make recommendations to the Town Board for final approval. 1.7.3.3 Serve as the primary Trustees’ contact for the committee or community group. 1.7.3.4 Attend assigned committee or community group meetings when requested or whenever appropriate, in the opinion of the Trustee liaison. Trustee liaisons are not expected to attend every meeting of the committee or group. 1.7.3.5 The liaison is not a member of the committee and when in attendance at a meeting is there as an observer for the Board of Trustees and a resource for the committee. Participation in board discussions should be minimal and restricted to clarification of Town Board positions or collection of information to bring back to the full Town Board. 20 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.8 POLICY TITLE: BOARD STANDING COMMITTEES For the purpose of this policy, Board Committee is defined as a sub-committee of the Board of Trustees and membership is composed solely of Town Trustees. 1.8.1 Board Committees – The Board shall have the following Board Committees (Ord. 26‐88  §1(part), 1988; Ord. 7‐03 §1, 2003; Ord. 10‐10 §1, 2010) 1.8.1.1 Community Development and Community Services Committee – Responsible for discussions of issues and policy associated with Community Planning, Building and Code Compliance, Fairgrounds and Events, Museum, Senior Center, Visitors Center, Finance and Administration 1.8.1.2 Public Works, Utilities and Public Safety Committee – Responsible for discussions of issues and policy associated with Police, Engineering, Facilities, Parks, Streets, and Utilities. 1.8.2. Board Committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from the Board to Town Administrator. The purpose of Board Committee’s shall be to provide more indepth discussion and information on the specific areas assigned to the Committee. Committee’s may not adopt policy, but shall make recommendations to the Town Board for action. 1.8.3 The following principles shall guide the appointment and operation of all Town Board Committees: 1.8.3.1 Board Committees may not speak or act for the Board except when formally given such authority for specific and time limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Town Administrator. 1.8.3.2 Board Committees cannot exercise authority over staff. Because the Town Administrator works for the full board, he or she will not be required to obtain approval of a Board, Committee or Commission before an executive action. 1.8.3.3 Board committees shall consist of no more than 3 trustees so that the committee is never a quorum of the Town Board. 21 POLICY TYPE: GOVERNANCE PROCESS POLICY 1.9 POLICY TITLE: ANNUAL PLANNING AND AGENDAS     1.9 The Town Board will prepare and follow an annual agenda plan that includes (1) a complete re‐exploration of Goals policies and (2) opportunity for continuous improvement in Town Board performance through Town Board education, enriched input, and deliberation. Accordingly: 1.9.1 The Town Board annual planning cycle will conclude each year on July 1, so that administrative planning and budgeting can be based on accomplishing a one‐year segment of long‐term Goals. 1.9.1.1 The cycle will start with the Town Board development of its agenda for the next year. In April-May of each year, the Board will adopt its key objectives for the following year. 1.9.1.2 The Town Board will identify its priorities for Goals, objectives and other issues to be resolved in the coming year, and will identify the information‐gathering necessary to fulfill its role. This may include consultations with selected groups in the ownership, other methods of gaining ownership input, governance education, and other education related to Goals issues (e.g. presentations by advocacy groups, demographers, other providers, and staff). 1.9.1.3 The Board of Trustees, with the assistance of the Town Administrator at the commencement of the Town Board annual planning cycle, prepare a tentative agenda plan for the following year’s meetings. 1.9.2 AGENDAS 1.9.2.1 Regular Board Meetings - The Town Clerk will prepare the agenda for any regular meeting of the board, in consultation with the Town Administrator and staff. A draft agenda will be distributed to the Board of Trustees for comment prior to the publication of the agenda. Individual trustees may request agenda matters for Town Board consideration at least two weeks prior to the regular board meeting. If any Trustee objects to an item on the draft agenda when distributed, the Town Administrator will only place items on the agenda with the direction of a majority of the Board. The Town Administrator may add routine administrative and consent items to any Board agenda. 1.9.2.2 Study Sessions – The Town Board will approve the schedule for upcoming Study Sessions. The Mayor, Trustees or staff may request or recommend any appropriate 22 matters for Town Board consideration; however the Town Administrator will only place items on a Study Session agenda with the direction of a majority of the Board. 1.9.2.3 By an affirmative vote of a majority of the Trustees present at a meeting, additional matters may be added to the agenda of any such meeting, as long as it is allowed by statute. 1.9.3 The Town Board will attend to Consent Agenda items (those items delegated to the Town Administrator yet required by law or contract to be Town Board‐approved, or minor non- controversial or routine matters) as expeditiously as possible. 1.9.4 Monitoring reports due and/or submitted to the Town Board will be on the Town Board Meeting agenda for acceptance. Discussion of the reports will be only for indication of policy violations or if the Town Board does not consider the Interpretation to be reasonable. Potential, extensive policy revisions under consideration will be scheduled during a Town Board Work Session or future Town Board Meeting.   ‐     Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    1        100.1. Purpose ‐ To establish a uniform Policy and Procedure process for the Town of Estes Park  committees and to provide reference for cross training and training new personnel.  100.2   SCOPE: This Policy and Procedure applies to all Town citizen volunteer boards,  commissions and task forces, herein collectively referred to as “committees”. and the  appropriate staff who support the functions of these entities. This Policy and Procedure  does not apply to internal staff committees, committees not appointed by the Town Board  or outside independent committees.  100.3   RESPONSIBILITY: The Town Administrator and Town Staff shall be responsible for the  implementation of this Policy and Procedure.       100.4  Procedures  NOTE: In instances where Federal or State regulations and laws differ from this policy/procedure,  the Federal and State laws and regulations will be followed.    I. DEFINITIONS:  A. COMMITTEE TYPES: Committees serve many different roles within the Town. It is  important that staff and committee members fully understand the role of each committee  and the authority and responsibility for the committee and its members .To help define  these roles, each committee will be designated as to type, as defined below:  1. Advisory Committees: An advisory Committee serves a forum of citizens to advise and  assist the Town Board and/or a requesting Town department, providing them with  technical and non‐technical advice on issues. Advisory Committees are not authorized  to make decisions on behalf of the Town. The Town Board will consider the input of  Advisory Committees, as well as other community members, in making decisions on  issues. The Town Board may or may not take action that is in agreement with the  advice of a Town Advisory Committee.  Advisory Committees may not speak for the      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    2      Town or take independent positions on issues with the public or the press. Its purpose  is to advise the Town Board or the requesting department only.  a. Constituent Advisory Committee: This type of advisory committee is used as a  polling type committee used to develop a sampling of community reaction and  opinion on an issue or program(s).  The membership on this type of Committee  should be broad based and accurately reflect the total diversity of the larger public.  Example:  The Transportation Advisory Committee  b. Content ‐ Advice giving Committee: This type of advisory committee is created to  give advice to the Town Board or appropriate department to aid with decision  making processes. Varied interests and opinions are encouraged, and the advisory  committee may be asked to develop specific proposals and products for Town  Board or department consideration. Membership is selected to encourage a wide  variety of input from respected individuals from the community with specialized  expertise. This advisory committee may or may not be a demographic reflection of  the community as a whole. Example – Tree Board  c. Working Group: This type of advisory committee  may reflect both the content or  advisory type of committee , but is further charged with implementation of a  project or program.  Example – The Police Auxiliary   2. Quasi Judicial Committees: Some Committees and commissions are defined in state  statute and have certain statutory responsibilities and authorities, as designated by  statute. Often these committees have the authority to hold formal hearings, accept  testimony, and make decisions which have some level of legal standing. These  decisions may or may not be subject to review by the Town Board. Members of these  committees must be cognizant of protecting the unbiased quasi‐judicial nature of the  committee and its formal hearings. Activities of these committees are limited to those  authorities granted in statute or specifically by the Town Board. Example – The  Planning Commission        Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    3      3. Decision Making   Committees  : Decision making  committees are bodies that either  statutorily or as granted by the Town Board have authority to make decisions which  may include some of the following; approving citizen requests and application,  allocating resources, hiring or firing employees or adopt regulations. The specific  authority of each decision making committee is defined in statute or in the by‐laws as  approved by the Town Board. Examples – The Board of Adjustments, Board of Appeals  4. Ad‐ Hoc Task Forces: Task forces are special ad‐hoc panels created by the Town Board  for a specific project or task. Task forces are limited in duration and are not ongoing  entities. The responsibilities of the task force shall be designated by resolution by the  Town Board at the time the Board authorizes the formation of the task force. The  Town Board will consider the input of task forces, as well as other community  members, in making decisions on issues. The Town Board may or may not take action  that is in agreement with the advice of a Town task force. Task forces may not speak  for the Town, and are to advise the Town Board or the appropriate department only,  and are not to take independent positions on issues with the public or the press.  Examples – Bond Park Committee, Transportation Visioning Committee  5.   Outside and Independent Committees – These are committees that may or may not be  appointed wholly or partially by the Town Board, but are independent autonomous  committees, often serving a governance role for another entity.  This includes, but are  not limited to the Estes Valley Library Board, the Local Marketing District, the Estes  Park Housing Authority and Western Heritage Inc.  B. TOWN BOARD LIAISON: The Town Trustee assigned to the committee pursuant to  Governing Policy 1.7  C. STAFF LIAISON: A staff position responsible for the coordination and communication with the assigned  committee and the day to day support for the committee.  II. TERMS: The term for committee membership shall be defined in the bylaws of each  committee.  Terms for outside committees are the responsibility of the specific committee and  not the Town of Estes Park.      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    4      A. Terms for all committee members will be staggered with the exception of ad‐hoc or  temporary committees, which may have a finite sunset.  B. Mid‐term appointments to positions that become vacant may be made at any time or may  be postponed to the regular term period, at the discretion of the Town Board.  C.   Unless otherwise specified by statute, members of a Committee serve at the pleasure of  the Town Board , have no property interest or entitlement in their membership or office  and may be removed at any time for any reason by the Town Board.   III.  RECRUITMENT:     A. The Town Clerk will publicize and advertise committee  vacancies each year, and on an as  needed basis throughout the year, utilizing paid advertising, press releases to electronic  and print media, the Town web page, and other produced materials that might engage  interested residents . Applications shall be available on the town web page, at Town Hall  and at the Estes Valley Library.     B. Departments and current committee members are encouraged to help recruit potential  committee members, especially when specific targeted populations or expertise is required.   C. APPLICATIONS: All citizens interested in serving on a Committee shall complete an official  town application. These applications will be available from the Town Clerks Office and on  the town web page. Applications must be returned by the deadline to the Clerk’s Office.  Online applications are accepted from the town web page.    Citizens may apply for up to three committees at a time.  When applying for more than one  committee, applicants should prioritize their requests on the committee application form.    D. ELIGIBILITY: Eligibility for any Committee shall be defined in the by‐laws of each  committee. However, except by special circumstance as approved by the Town Board, all  members of any town Committee shall be legal residents of the Town of Estes Park and at  least 18 years of age. No individual who is currently serving a sentence after being  convicted of a felony may serve on any Town board.  Due to the time commitment      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    5      involved, and to allow as many citizens the chance to participate in Town committees  serving on more than one town committee at a time is discouraged.  However, the Town  Board reserves the right to appoint individuals to multiple committees when, in the  opinion of the Town Board, it is in the best interest of the Town.  IV. SELECTION PROCESS: The Town Board will seek the most qualified diverse applicants with the  applicable special interest and expertise. In general, only the Town Board will select  appointments to a town committee.  Existing committee members may assist with the  recruitment of new members, but should not screen, interview or make recommendations for  appointments, unless specifically requested to do so by the Town Board.  A. Selection to the committees will be carried out as follows:   1. The Town Board or its designee will review the applications.  2. The Trustees or their designee may screen applicants to select a pool for interviewing.  3. The Trustees or their designee may conduct reference checks or background checks on  applicants when, in the opinion of the Town Board or their designee, it is in the best  interest of the citizens of the Town of Estes Park. No such checks will be completed  without the informed consent of the applicant.  4. Applicants for all committees will be interviewed by the Town Board, or its designees.  Any designees will be appointed by the full Town Board.   5. The Trustees may request assistance from the Staff Liaison and other committee  members.  6. Recommendations from the interview team will be made to the Town Board, which will  make the appointment(s).  B. Incumbent committee members who are eligible for reappointment will be contacted by  the Town Clerk’s office to assess their interest in being reappointed.  Members who desire  re‐appointment will be considered along with all other applicants.  Incumbents may be  interviewed by the Town Board or their designee, at the discretion of the Town Board.      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    6      C. By agreeing to serve on a town committee,   the member agrees to abide by this policy of  the Town Board. Any committee member who violates the terms of this Policy and  Procedure or the bylaws of the committee may be asked to resign or be removed from the  committee by the Town Board.  V. NOTIFICATION: The Clerk’s Office will notify applicants of scheduled interviews. The Town  Clerk’s Office will also notify applicants and incumbents requesting reappointment, of  appointments and the status of their applications.  VI. VACANCIES:  A. The Clerk’s Office will keep all applications on file for one year. If vacancies occur during  the year, the position may be filled from the current list of applicants using the selection  process delineated or through advertising for interested volunteers. For difficult to recruit  committees, applications may be kept on file for two years.  B. Resignations from any Committee should be addressed in writing to the Town Board or  Town Administrator.  VII. COMMITTEE ALTERNATES:   A. No town committee will have members designated as alternates. All members, other than  those designated as ex‐officio or associate, shall have full membership and voting  privileges on all town committees.  B. Where Federal or State laws or Municipal Ordinances require alternates Section VII, A is  waived.    C. Alternate/Non‐voting members who wish to become regular members must complete an  application for the appropriate committee.    VIII. STAFF SUPPORT: Staff support is available to committees through the staff liaison assigned to  support each committee.      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    7      A. It is the responsibility of the Town Board, in coordination with the Staff Liaison to provide the  necessary budget and other resources for any committee to perform their assigned duties.  B. It is the responsibility of the Staff Liaison to ensure the committee has adequate and  reasonable staff support within budgeted resources.  C. Staff support and staff liaisons will not be members of the committee to which they are  assigned.     D. It is the responsibility of the Staff Liaison to make requests for the Trustees' Liaison to attend  assigned committee meetings through the Town Clerk.      IX. TRUSTEES’ LIAISON: Individual Trustees may be assigned as liaisons to a committee by the  Town Board.  The role of the Trustee Liaison is:  A. To serve as the primary two‐way communication channel between the Town Board and the  committee.    B. If so designated by the Town Board, to review applications, interview candidates and make  recommendations to the Town Board for approval.    C. Serve as the primary Town Board contact with the committee.    D. Attend assigned committee meetings when requested or whenever appropriate, in the  opinion of the Trustee liaison.  Trustee liaisons are not expected to attend every meeting of  the committee.    E. Any Trustee may attend the meeting of any committee; however they should notify the official  Town Board liaison in advance of attending.  This notification will allow the liaison to know  when a quorum of the Town Board may be attending the committee meeting and to notify the  Town Clerk so the appropriate public notifications can be made, in compliance with the  Colorado Open Meetings Act.        Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    8      F. The liaison is not a member of the committee and when in attendance at a committee  meeting, shall be there as an observer for the Town Board.  Participation in committee  discussions should be minimal and restricted to clarification of Town Board positions or  collection of information to bring back to the full Town Board.    X. ORIENTATION AND TRAINING: Staff liaisons should provide new committee members with  pertinent materials that will assist new members in becoming fully functioning members of the  committee, including a copy of the bylaws and a copy of this policy. Staff liaisons should clearly  inform all new members of the role of the committee and the responsibilities and authority of  the committee. Established committee members are encouraged to share their experience  and knowledge with new members. New members are encouraged to attend meetings before  their term begins.  All new committee members shall receive and acknowledge the receipt of  the Town of Estes Park Volunteer Manual.  XI. BYLAWS: Each Committee shall adopt bylaws that are consistent with these policies. A copy of  the bylaws shall be sent to the Clerk’s Office prior to adoption, for staff and Town Board  review. This Policy and Procedure shall be incorporated, by reference, into the by‐laws of all  Town committees, The by‐laws shall include a description of the objectives and duties or tasks  of the committee, as set by the Town Board or the appropriate department.  XII. RECOGNITION: The Town Board shall recognize the Town’s volunteers annually, in a manner  determined by the Town Board.    A. The Town Board will send a letter of appreciation to all outgoing committee members in  good standing.  XIII.      OWNERSHIP OF INTELLECTUAL PROPERTY:  A. Any documents, articles, reports or correspondence recommendations or other products  produced by a Town Committee shall be the sole property of the Town of Estes Park.  B. No committee or member of a committee may copyright or in any other way take  ownership for any documents, articles, recommendations or other products produced as a  function of the town committee.      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    9      C. All documents and correspondence produced as part of the regular business of any  committee   shall be subject to the same open records policies applicable to all town  documents and correspondence.  D. All documents and publications of any town committee must be clearly identified as  belonging to or originating from the Town of Estes Park.  XIV. OPEN MEETINGS: All meetings and actions of any Committee shall be in full compliance with  state statutes governing open meetings. It is the responsibility of the Staff Liaison to be  familiar with these statutes and regulations.  XV. DECISION MAKING:  A. Any actions, recommendations or discussions of any Committee shall be limited to the  defined objectives of the body as described in the approved by‐laws.  B. A common point of misunderstanding with committees, and citizens is the role of the  committee in decision making and the type of decision making to be employed by the  committee for a particular issue. The Town Board realizes that not one method of decision  making fits all situations; however it is important that the type of decision be declared  early in the process of public discourse. The type of decision process is dependent on the  issue involved, the time frame available and the amount of public participation desired.  D. It is the responsibility of the staff liaison to assist the committee in its decision making  process and to train new and existing members in the appropriate responsibilities and  authorities of the committee and its members. Staff liaisons are not to exert undue  influence during the decision making process, but only to keep the decision making of the  committee  in agreement with the objectives set by the Town Board.  XVII.  COMPENSATION AND REIMBURSEMENT:  A. COMPENSATION: Citizens who serve on Town committees do so as volunteers. There will  be no financial compensation or reimbursement of expenses, except as noted below, for  any volunteers on any committee.      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    10      B. MILEAGE: Committee members may request reimbursement for mileage to attend any  committee function if the member must travel greater than ten miles from their residence.  Mileage will be reimbursed at the rate currently adopted for Town travel by the Town  Board. The staff liaison is responsible for approving mileage reimbursements for  committees within the budget provided by the Town Board.  C. MEALS: Meals may be provided by the Town as part of regular meetings of the committee,  as budgeted.  D. EXPENSES: Members of committees may be reimbursed for out of pocket costs associated  with the business of the committee provided the expenditures have been previously  budgeted by the Town Board and authorized in advance by the assigned staff liaison or  Town Administrator. (For example, office supplies, copies, printing, etc.) Other expenses  may be reimbursed if, in the judgment of the staff liaison, such reimbursement is in the  best interest of the Town.  XVIII. INSURANCE COVERAGE:  A. General liability (liability other than auto, including general, law enforcement and  professional) is provided to all volunteers.  B. Volunteers are not covered by the town’s workers’ compensation coverage. Any injuries  incurred while volunteering is the responsibility of the individual volunteer.  C. Specific to automobile insurance, both physical damage and legal liability for bodily injury  or death is covered for all volunteers driving town vehicles, subject to coverage limits  pursuant to the Town’s coverage In addition, liability is covered for all volunteers driving  their personal vehicle on Town business; however the following claims are excluded from  coverage.  1. Bodily injury or death to passengers (including friends and family) who are not on  official town business.  2. Physical damage to non‐Town owned vehicles used on Town business      Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    11      D. Property insurance is not provided to any personal property of the volunteer.  XIX.       CONFLICT OF INTEREST:  A. A conflict of interest occurs when a person’s private, personal relationships or interests  diverge so that an independent observer may reasonably question whether the person’s  actions or decisions are determined by personal benefit, gain, or advantage.  B. Members of committees shall not use their membership for private gain, and shall act  impartially and not give preferential treatment to any private organization or individual.  C. A member of any committee who has a personal or private interest in a matter proposed  or pending shall disclose such interest to the Committee shall not vote on the item and  shall not attempt to influence the decisions of other members voting on the matter.  XX. GIFTS:  A. Acceptance of or giving of any gifts by a committee member, which could lead to a conflict  of interest, is prohibited.  In particular, no member of any committee may accept or give a  gift in excess of a value of $53 from any individual, organization, contractor, or any other  entity which does business with the Town or has any control of or interest in Town  business related to the activities of his or her particular committee.  XXI. MINUTES:  A. Minutes shall be recorded of all meetings of any Town committee that are subject to the  Colorado Open Meetings Act.  Approved or draft minutes should be posted as soon as  practicable after the meeting in question.   Committees are strongly encouraged to post  draft minutes prior to the final approval of the minutes at the next meeting of the  committee.  At a minimum, minutes shall be published on the town webpage within seven  days of approval by the committee.    B. Minutes should record any formal actions taken by the committee.  Minutes are not  intended to be verbatim transcripts of the meeting.  The amount of detail included in the  minutes beyond the recording of actions is left to the discretion of each committee.        Effective Period: Until Superseded  Review Schedule:  Annual ‐ January  Effective Date:  January 23, 2012  References: Governance Policy Manual 1.6 Board Appointed Committee Principles    TOWN BOARD POLICY GOVERNANCE  TOWN COMMITTEES   100    12      XXII. AGENDAS:  A. Agendas for all public committee meetings will be posted on the Town web page a  minimum of 6 days prior to the meeting, whenever possible    XXIII. WAIVERS:   A. Any section of this policy can be waived by a majority vote of the Town Board    ___________________________________  William C. Pinkham  Mayor      Effective Period: Until Superseded  Review Schedule: After each municipal election   Effective Date: January 23, 2013  References: Governing Policies Manual; Governance Policy Manual 1.6 Board Appointed Committee Principles      TOWN BOARD POLICY GOVERNANCE  BOARD OF TRUSTEES DIVISION OF RESPONSIBILITIES   101    Revisions:     101.1 Purpose The Board of Trustees has many varied responsibilities. In order to effectively  use their time, the Board finds it necessary to divide duties and responsibilities among the  Board members.        101.2 Policy ‐ ASSIGNMENTS: At their second meeting following the Board election, the Board  of Trustees determines each Board and Commission Primary Liaison assignments and  responsibilities for the year.     Effective Period: Until Superseded Review Schedule: After each municipal election  Effective Date: January 23, 2013 References: Governing Policies Manual; Governance Policy Manual 1.6 Board Appointed Committee Principles   TOWN BOARD POLICY GOVERNANCE BOARD OF TRUSTEES DIVISION OF RESPONSIBILITIES  101  Revisions:   Board Assignments    Board and Commission and Community Representation Board, Commission or Task Force Board Liaison Staff Liaison Type of Committee Creative Sign Design Review Board  Alison Chilcott Decision Making Estes Valley Planning Commission Trustee Elrod Alison Chilcott Advisory/ Decision Making Estes Valley Board of Adjustments  Alison Chilcott Decision making Western Heritage Inc  Trustee Koenig Bo Winslow Outside Estes Park Museum Friends and Foundation Inc.  Derek Fortini Outside Ambassadors  Teri Salerno Outside Police Auxiliary  Wes Kufeld Working Group Tree Board Trustee Ericson Scott Zurn Advisory Shuttle Committee  Brian Wells Advisory Transportation Advisory Committee Trustee Ericson Scott Zurn Advisory Senior Center Inc  Lori  Mitchell Outside Estes Valley Restorative Justice  Amanda Nagl Working Group Local Marketing District (Visit Estes Park)  Trustee Norris  Outside Sister Cities Trustee Koenig  Working Group Economic Development Ad Hoc Task Force Trustee Norris Lowell Richardson Outside    Effective Period: Until Superseded Review Schedule: After each municipal election  Effective Date: January 23, 2013 References: Governing Policies Manual; Governance Policy Manual 1.6 Board Appointed Committee Principles   TOWN BOARD POLICY GOVERNANCE BOARD OF TRUSTEES DIVISION OF RESPONSIBILITIES  101  Revisions:   Committee or Board* Appointed Member(s) Staff Contact Type of Committee Audit Committee Mayor Pinkham,  Trustee Ericson Steve McFarland Advisory Estes Park Housing Authority  Trustee Blackhurst  Outside Platte River Power Authority  Mayor Pinkham, Reuben Bergsten  Outside Public Works/Public Safety Committee Trustees Blackhurst, Koenig and Phipps Frank Lancaster Board Committee Community Development/ Community Services Committee Trustees Ericson, Norris, Elrod Frank Lancaster Board Committee Larimer County Open Lands Board Trustee Phipps Steve McFarland Outside *Committee or Board where a Trustee or staff is an appointed member of the Committee rather than a liaison to the committee.