HomeMy WebLinkAboutC09-397 Morningstar LOIAugust 31, 2009
VIA E-MAIL AND REGULAR MAIL
Mr. Bryan Treu, County Attorney
Eagle County
500 Broadway
P.O. Box 850
Eagle, CO 81631
Re: Proposal to Purchase Lake Creek Village Apartments
Dear Mr. Treu:
This Letter of Intent ("LOI") serves to outline the general terms for the proposed purchase of
Lake Creek Village Apartments (the "Property") by Morningstar Mountain Properties, LLC a
Colorado Limited Liability Corporation on behalf of Lake Creek Village Apartments LLC
("B~"), from Eagle County, Colorado, a body corporate and politic ("Eagle County"), and is
being submitted in connection with Buyer's response to Eagle County's Request for Proposal
dated March 3, 2009 (the "RFP"). This LOI does not constitute a binding agreement.
Eagle County proposes to exercise its right to acquire the Property from Lake Creek Affordable
Housing Corporation, a body corporate and politic (the "Housing Corporation"), in connection
with defeasance of the outstanding tax-exempt bonds (the "Bonds") described in the RFP, and
then to convey the Property to Buyer, through the Eagle County Housing and Development
Authority (the "Housing Authority" or "Seller"). All costs and expenses relating to the
acquisition of marketable title to the Property will be the responsibility of Eagle County. Eagle
County, the Housing Corporation and the Housing Authority are sometimes collectively referred
to herein as the "Eagle County Parties."
It is anticipated that the transaction will be structured as a ground lease (the "Ground Lease")
between the Housing Authority, as lessor, and Buyer, as lessee, as to the land and a fee
conveyance to Buyer of the improvements located thereon, subject to the Master Covenant for
the Occupancy and Resale of Lake Creek Village Apartments (the "Master Covenant") described
in and posted with the RFP and with a one percent (1 %) or other nominal ownership interest (the
Eagle Market Center, Suite 203 • 94 Market Street
Post Office Box 2227 • Eagle, Colorado USA 81631
p: 970.328.3456 • f: 970.328.7575 • c: 970.376.1808
9 15962.4
"HA Interest") in Buyer (or the entity formed by Buyer to purchase the Property) being
conveyed to the Housing Authority pursuant to Buyer's (or such entity's) operating agreement
(the "Operating Agreement"), all in form and substance mutually acceptable to Buyer and Eagle
County. Neither Eagle County nor the Housing Authority will be required to pay any financial
compensation to Buyer for the HA Interest, nor shall Buyer receive any credit against the
Purchase Price for the HA Interest.
The purpose of this LOI is to provide the general terms and conditions under which Buyer and
Eagle County may enter into an agreement to purchase the Property. Buyer and Eagle County
hereby confirm their mutual intention that the general terms for the proposed sale and purchase
of the Property will be as follows:
PROPERTY: An income-qualified affordable 270-unit apartment complex
situated on approximately thirty (30) acres in unincorporated
Eagle County, Colorado, known as Edwards and legally
described as Tracts X-1 and X-2 Cottonwood Filing No. 1 (the
"Land"), including the apartment buildings, garage buildings
and other improvements located thereon (the "Improvements"),
and all of Seller's right, title and interest in and to all tangible
personal property used in connection with the Improvements
and in and to all tenant leases and rights, operating contracts,
and other benefits and intangibles relating to the operation of
the Improvements, including without limitation tenant ledgers,
rent roll data and websites (collectively, the "Personal
Property").
PURCHASE PRICE: The Purchase Price for the Property shall be $45.0 million
(subject to adjustment for any applicable credits or prorations,
but only as expressly provided for herein).
3. DUE DILIGENCE Buyer shall have aforty-five (45) day period of time after
INVESTIGATION: mutual execution of this LOI and the ratification of said LOI by
the Board of County Commissioners (the "Investigation
Period") to investigate all matters related to the Property. Eagle
County will direct the current management company for the
Property to provide Buyer (i) within five (5) business days after
the date of this LOI or as soon thereafter as practicable, the due
diligence materials listed on Exhibit A attached hereto which
are in the possession or control of the management company or
the Eagle County Parties (to the extent applicable), to the extent
the same have not already been provided to Buyer as noted on
such Exhibit A, and (ii) any other documents or materials
relating to the Property that are in the possession or control of
the management company or the Eagle County Parties that are
reasonably requested by Buyer. In addition, Buyer is
authorized to contact the management company directly relating
to such materials. Buyer acknowledges that Eagle County is
~~ i sybz.a
not presently in title to the Property and does not have or
separately maintain the materials listed in Exhibit A but Eagle
County agrees to use commercially reasonable efforts to cause
the management company and the Eagle County Parties to
provide such materials (to the extent they have not already been
provided to Buyer). Unless Buyer notifies Eagle County
otherwise, at the expiration of the Investigation Period, Buyer's
investigation shall be deemed to have been completed to
Buyer's satisfaction. Eagle County will not formally
commence the bonds defeasance process (which is anticipated
to take 30-45 days) until the expiration of the Investigation
Period.
4. RIGHT OF ENTRY: Between the date of the LOI and the Closing Date, Buyer and
its agents have the right to enter the Property, at reasonable
times and upon at least forty-eight (48) hours notice to Eagle
County, for any purpose in connection with its proposed
purchase of the Property. During any period of entry, Buyer
will use, and will cause its agents to use, all reasonable efforts
not to interfere with the activities of tenants or others occupying
or providing service at the Property. Lake Creek has the right
to have a representative present during any such entry. Buyer
will keep the property free and clear of any mechanic's liens
arising out of any such entry, will restore the Property to its
condition prior to such entry and will indemnify the Eagle
County Parties from and against any damage, cost or liability
incurred by them as a result of such entry.
5. FINANCING: Buyer expects to finance the acquisition of the Property for an
amount equal to eighty percent (80%) of the purchase price, or
$36.0 million, and agrees to diligently pursue and obtain a final
commitment of such financing during the Investigation Period.
Morningstar has received preliminary approval from both
Fannie Mae and Freddie Mac lenders for the above described
financing and will proceed with requirements to secure a final
commitment.
Another $5.0 million or 11% of the Purchase Price will be
financed by a carryback loan at Closing from the Housing
Authority in the amount of $SM, to be evidenced by Buyer's
promissory note (the "Carryback Note") for such amount
payable to the Housing Authority and unconditionally
guaranteed, jointly and severally, by Buyer's principals, Glenn
M. Heelan, Michael V. Barry and Gerald E. Flynn, pursuant to
guaranty agreements mutually agreed upon by the parties
(collectively, with the Carryback Note, the "Carryback Loan
9 15962.4 3
Documents). The Carryback Note will bear interest at the
5-year Treasury rate in effect on the Closing Date, allow
prepayment in whole or in party without penalty, be payable in
quarterly installments of interest only, have a final maturity date
on the fifth anniversary of the Closing Date, and be on such
other commercially reasonable terms as mutually agreed upon
by the parties.
6. ADVANCE OF FUNDS Buyer acknowledges that the Bonds must be defeased before
AND DEFEASANCE the Closing of the proposed sale of the Property to Buyer.
OF BONDS Accordingly, Buyer agrees to advance funds, in the form of an
unsecured loan (the "Defeasance Loan") to Eagle County in an
amount necessary to defease the Bonds (but such amount shall
not exceed the Purchase Price). The Defeasance Loan will be
made on (or before) the Closing Date but before Closing and
will be paid at Closing (as a credit against the Purchase Price).
The Defeasance Loan will be evidenced by Eagle County's
promissory note (the "Defeasance Note") payable to Buyer on
commercial reasonable terms mutually acceptable to the parties.
7. TITLE COMPANY: The Title Company shall be Land Title Guarantee Company
(the "Title Company").
8. TITLE INSURANCE: Buyer has received from the Title Company (i) Title
Commitment No. VC50025120 dated effective March 31, 2009
(the "Title Commitment") committing to issue to and in favor
of Buyer an ALTA standard coverage policy of title insurance
with respect to Buyer's leasehold interest in the Land and fee
interest in the Improvements, in the amount of the Purchase
Price, and (ii) copies of the exception documents listed in the
Title Commitment. Within ten (10) business days after the date
of this LOI, Eagle County shall cause the Title Commitment to
be updated to a current date. Seller will pay the premium for
such standard coverage policy. The cost of any extended
coverage, deletion of any of the exceptions, and any
endorsements will be at Buyer's cost.
9. SURVEY: Buyer shall obtain an ALTA/AGSM survey on the Property,
which shall be in form and substance mutually acceptable to
Buyer and Eagle County and shall be certified to the Eagle
County Parties and Buyer. The cost of the survey will be
shared equally by Seller and Buyer.
10. PROBATIONS Utilities, rent and all other income and expense items will be
AND OTHER prorated on customary terms as of the Closing. Rent received
ADJUSTMENTS after Closing shall be applied (i) first to current rents due under
the tenant leases, (ii) then to delinquent rents payable after the
Closing, and (iii) then to delinquent rents payable prior to
Closing, which shall belong to Seller. Seller shall assign to
Buyer Seller's rights to collect from tenants any unbilled utility
amounts owing by such tenants to Seller and Seller shall receive
a closing credit equal to 66% of utility charges paid or incurred
by Seller as of Closing, but unbilled to current tenants at the
Property. At Closing, Seller shall retain any rights to collect
amounts billed to tenants of the Property by Conservice,
Seller's vendor. Monies in any working capital, deferred
maintenance or similar reserve accounts, including non-rent
receivables, shall be retained by or credited to Seller.
11. CLOSING COSTS: Seller and Buyer will each pay one-half (1/2) of any escrow
charges and closing fees of the Title Company. Seller will pay
the recording fees for the Master Covenant. All other recording
fees and all transfer, filing and conveyance fees and taxes, and
any other similar fees or taxes imposed by any governmental
entity in connection with closing the transaction shall be paid
by Buyer
12. CLOSING DATE; The anticipated date of the closing (the "Closing") under the
CLOSING: Draft Purchase Agreement will occur within forty-five (45)
calendar days following the expiration of the Investigation
Period or as otherwise mutually agreed to by the parties (the
"Closing Date"). In no event, however, can Closing occur until
the Bonds are defeased and the Property is conveyed to Eagle
County. The Closing of the transaction will take place through
and at the Title Company or such other place as mutually
acceptable to the parties. At Closing, (i) the Housing Authority
and Buyer will execute and deliver the Ground Lease and a
Memorandum thereof (which will be recorded), a bill of sale
and assignment and assumption of the Personal Property and
the Operating Agreement, (ii) Buyer will execute and deliver, or
cause to be executed and delivered, to the Housing Authority
the Carryback Loan Documents, (iii) the Housing Authority and
Buyer, or Buyer's affiliate, will execute and deliver the Master
Leases Assignment as contemplated by Paragraph 15, and
(iv) the Housing Authority will execute and deliver to Buyer a
special warranty deed on the Improvements (the "Deed"), all in
form and substance mutually acceptable to the parties. Unless
Buyer specifies otherwise, the management agreement with the
existing management company will be terminated as of Closing.
The Draft Purchase Agreement will set forth in further detail a
description of the required logistics for Closing.
915962.4
13. REPRESENTATIONS The Property shall be sold "as is" with no representations or
AND WARRANTIES: warranties whatsoever concerning the construction, use or
condition of the Property (physical, environmental or
otherwise) and with only limited representations and warranties
concerning matters such as title (as set forth in the Deed),
authority, enforceability, required consents, contractual
conflicts and litigation. All representations and warranties will
survive for only one year after Closing and will be limited (as
applicable) to the knowledge of the Eagle County Managing
Director of Housing and Development. Buyer shall release the
Eagle County Parties from any violations of laws, rules or
regulations applicable to the Property, including without
limitation those relating to accessibility, fair housing and the
environment, environmental claims and environmental
liabilities.
14. MASTER COVENANT; The use and occupancy of the Property is to be maintained as
RENT RESTRICTIONS: and restricted to affordable rental housing in perpetuity as
described in the RFP and the Master Covenant described in and
posted with the RFP, with the following revisions:
(a) Rents may be increased after the third anniversary date of
this Covenant, not the sixth anniversary, as provided for in
Section 5.2.h of the Master Covenant;
(b) If Buyer is required, by court order or settlement in an
adversary proceeding, to make improvements to the
Property in order to comply with ADA/Fair Housing laws
then one of the following shall apply at Eagle County's
election:
(i) allow the Maximum Rent to increase by a
commensurate amount to reimburse Buyer for actual
costs incurred in modifying the Property to comply
with such laws as so required (the "Modification
Costs") but in no event shall the Maximum Rent
increase by more than 5 AMI points; or
(ii) Eagle County reimburses Buyer for the Modification
Costs.
(c) The definition of Gross Household Income, Section l.f of
the Master Covenant, shall be revised to read as follows:
"Gross Household Income" means the combined Gross
Income of the top two income earners who will occupy an
Affordable Unit, regardless of legal status or relationship to
9 15962.4 (7
each other or to the lessee of the Unit.
(d) Section 7.3 of the Covenant shall be revised to provide that
Declarant's consent is not required for any subleases with
tenants of the Property made in accordance with the
provisions of the Covenant.
(e) The Covenant shall be revised as appropriate to clarify that
master leases are allowed, so long as the apartment units
are then leased solely to Eligible Households in accordance
with the terms and conditions of the Covenant.
(f) Anew provision shall be added to the effect that if the
Covenant is invalidated or involuntarily terminated, the
then owner of the Property shall be required to pay to the
Declarant under the Covenant an amount (the Free Market
Differential) representing the difference between the
market value of the Property as restricted by the Covenant
and the market value of the Property without such
restriction, as agreed by the parties or determined by
appraisal if the parties cannot agree.
The Master Covenant will be signed by the Housing Authority
and recorded prior to the conveyance of the Property to Buyer.
Both the Ground Lease (and Memorandum thereof) and the
Deed will contain Buyer's acknowledgment and acceptance of
the Master Covenant.
15. MASTER LEASE: The Housing Corporation, as owner and landlord, participates
in the Lake Creek Village Rental Assistance Program (the
"Program") with The Valley Home Store, LLC ("VHS"), a
Colorado limited liability company formed by Eagle County to
assist Eagle County residents in obtaining affordable housing.
Pursuant to the Program, VHS enters into leases ("Master
Leases"), for terms of at least two years and at the standard
affordable rental rates, on 2-bedroom and 3-bedroom apartment
units at the Property, for subsequent sublease, at discounted
rental rates, to persons in need who meet the requirements to
lease an affordable apartment unit at the Property but who
cannot afford the standard affordable rental rate. To date, VHS
has entered into Master Leases for 25 apartment units (20
2-bedroom units and 5 3-bedroom units), with terms ranging
from 27 months to 29 months, expiring in September through
November 2011. Until Closing, Eagle County will cause VHS
to enter into additional Master Leases, not to exceed 35 Master
Leases in total, as necessary so as to maintain a vacancy rate at
9 15962.4 ~]
the Property no greater than 5%.
At Closing, Seller will cause (i) VHS to assign its rights and
obligations as tenant under the Master Leases then in effect to
Buyer, or, at Buyer's option, an affiliate of Buyer, and
(ii) $700,000 to be paid (from the Closing proceeds) to Buyer
(or Buyer's affiliate) in consideration for the assumption of
such interests by Buyer (or Buyer's affiliate).
The assignment and assumption of the Master Leases (the
"Master Leases Assignment") will contain covenants providing
that (i) subleasing under the Master Leases will be permitted
only in compliance with the Program as described on Exhibit B
attached hereto, and (ii) Seller shall have the right from time to
time to audit assignee's records regarding such subleases to
ensure compliance with the Program.
16. COMMISSIONS: Buyer and Eagle County represent and warrant to each other
that no real estate commissions, finders' fees or brokers' fees
have been or will be incurred in connection with the sale of the
Property.
17. TAX MATTERS: Eagle County and Buyer will work together to obtain adequate
assurances as determined by Buyer in its sole discretion that the
Property will be exempt from property taxes on the Closing
Date.
18. PREPARATION OF Within twenty (20) business days of mutual execution of this
DRAFT DOCUMENTS: LOI, (i) Eagle County shall deliver drafts of a proposed
purchase and sale agreement (the "Draft Purchase Agreement"),
Master Covenant, Ground Lease and Defeasance Note, and
(ii) Buyer shall deliver to Eagle County drafts of the Operating
Agreement, the Carryback Loan Documents and the Master
Leases Assignment, all of which shall embody the points set
forth herein, and in the RFP, and shall include any other
mutually acceptable provisions that Buyer, Eagle County or
their respective legal counsel may deem necessary.
19. EXECUTION: This LOI may be executed in a number of counterparts, which
when executed by the parties shall be deemed to be one
instrument. Evidence of execution will be acceptable by tele-
facsimilie transmission or by e-mail.
20. BOARD Buyer understands that execution of this LOI by the below-
RATIFICATION: named signatory on behalf of Eagle County must be approved
and ratified by affirmative motion of the Eagle Cotimty Board of
County Commissioners (the "Board") at a regularly scheduled
91962.4 8
and public meeting. Such approval by the Board shall not
change the non-binding nature of this LOI. Upon mutual
execution of this LOI by Eagle County and Buyer, Eagle
County shall schedule a public hearing as soon as practicable
thereafter for approval and ratification by the Board. Buyer
also understands that any proposed purchase and sale agreement
between the parties must be approved and ratified by
afftrmative motion of the Board at a regularly scheduled and
public meeting and that it will not become effective, if at all,
until such approval and ratification is received.
21. DUE DILIGENCE In the event that Eagle County sells, leases, or otherwise
COSTS AND conveys the Property to another buyer for an equal or higher
EXPENSES: price, Eagle County agrees to reimburse Buyer for all of its
documented third-party out-of-pocket costs and expenses
incurred by Buyer in connection with due diligence and
financing related to the Property ("Due Diligence Expenses"),
but only up to a maximum of $750,000, and provided that Eagle
County shall not be obligated to reimburse Buyer for any such
fees, costs or expenses in the event that (a) Buyer fails to
provide the loan described in Paragraph 6 above on the
scheduled Closing Date in connection with a sale of the
Property to Buyer, (b) the Board does not ratify and approve
this LOI as provided in Paragraph 20 above at the meeting
scheduled for such purpose, (c) Buyer does not provide a loan
commitment by the end of the Investigation Period as required
by Paragraph 5 above, (d) Buyer for any reason breaks off
negotiations with Eagle County relating to the purchase of the
Property or elects for any reason not to proceed with the
proposed purchase, (e) the parties are unable in good faith to
agree upon the terms and conditions of a mutually satisfactory
Draft Purchase Agreement, (f) the parties mutually agree to
discontinue their negotiations relating to the purchase and sale
of the Property, or (g) Eagle County is unable to defease the
Bonds and take title to the Property as described herein.
Additionally, Buyer agrees to allow Eagle County to review and
audit its Due Diligence Expenses in connection with a claim by
Buyer to recover such expenses pursuant to this paragraph.
Notwithstanding the non-binding nature of this LOI, upon
approval and ratification of this LOI by the Board as provided
in Para~ph 20 above, this Paragraph 21 shall be binding on
the parties for a period of six (6) months after such approval
and ratification, after which time this paragraph shall be of no
further force and effect.
9 I S 962.4 9
This LOI is a list of proposed points that may or may not become part of an executed contract. It
is not based on any agreement between the parties. Except for Buyer's entry rights and
indemnification obligations contained in Paragraph 4, Buyer and Eagle County understand and
acknowledge that no legal obligations are created by this LOI, and that neither Buyer nor Eagle
County will have any legal obligations with respect to the proposed transaction (unless and until
a definitive purchase agreement is negotiated, executed and delivered by both parties and
approved and ratified by the Board as provided above, and then only as provided therein). This
letter is not intended to impose any obligation on any party, and in particular it does not impose
on any party any obligation to bargain in good faith or in any way other than at arm's length. In
no event will a purchase agreement be executed until defeasance of the Bonds and transfer of the
Property to Eagle County as described above. This paragraph supersedes all other conflicting
language.
9 i s~~~z.a 10
Please acknowledge your acceptance of the proposal by executing in the space provided below
and returning a copy of this letter to Buyer.
MORNIN~STAR MOUNTAIN PROPERTIES LLC,
APPROVED AND ACCEPTED THIS 31 DAY OF AUGUST, 2009.
EAGLE COUNTY, COLORADO
By:
Name: Sou~~ ~a she ,--
Title: L}-,o~.~ rm~r,
cc: Alex Potente
Gerry Flynn
Michael Barry
Aaron Hill, Esq.
Nancy Clodfelter, Esq.
9 15962.4
EXHIBIT A
To Letter of Intent dated August 31, 2009 from Morningstar Mountain Properties LLC
DUE DILIGENCE MATERIALS FOR THE PROPERTY
Current Rent Roll showing market rent, actual rent, move-in date, lease expiration date
and any current concessions [Weekly through ClosiragJ
2. 2006, 2007 and 2008 (if available) Year End Operating Statements [Received)
3. Year to Date 2009 Operating Statement [Received through Jzrne 2008)
4. 2006, 2007 and 2008 Real and Personal Property Tax Statements (if applicable) [N/AJ
5. Utility Bills for 2007, 2008 and year to date 2009 [Received through April 2009)
6. Copies of the following if currently available:
(a) Environmental Reports [None received)
(b) Surveys [None received)
(c) As Built Plans [None received)
(d) Engineering Reports [None received)
7. Any warranties currently in place at the Property [Need updated info)
8. Any vendor or service contracts currently in place at the Property [Need zrpdated irrfoJ
9. Any reports or notices from Eagle County or other appropriate governmental or quasi-
governmental entities, including fire, life safety, building or inspection reports, etc.
completed or received in the past 18 months [None received)
10. Personal property inventory [Very limited F.A. records received -need complete listing
of equipment owned]
11. History of capital expenditures for 2007, 2008 and year to date 2009 [None reported)
12. Insurance claim history/coverage for the past 2 years [Received "loss rams J
13. Staffing and payroll list including salaries, full/part time status, bonuses and apartment
compensation, if any [Received -creed updated report)
14. Accounts payable history for 2009, current and through the date of Closing. [None
received)
9~s9~z.a A-1
EXHIBIT B
Lake Creek Village Rental Assistance Program
Program Description /Eligibilitg
Where: Lake Creek Village Apartments is dedicating a limited number of two and three bedroom
apartments to Eagle County families in need of affordable housing
What: 2 Bedroom apartments will be offered for $795 per month + utilities
3 Bedroom apartments will offered for $940 per month + utilities
• Rental rate discounts of up to 40%
When: Effective August 15th, 2009. Immediate availability.
Sponsors: Morningstar Mountain Properties
The Valley Home Store
Polar Star Properties
Eligibility: The following eligibility criteria will be applied:
1. Full time employment in Eagle County for at least 1 family member in household (30
hours /week) for at least 1 year
a. 2 Bedroom units for 2 to 4 member households
b. 3 Bedroom units for 3 to 5 member households
2. Eligible incomes between 30% and 50% Eagle County AMI. The following
Minimum and Maximum household incomes will be considered:
a. Household incomes between $23,000 and $36,000 for 2 Bedroom Units
b. Household incomes between $26,000 and $42,000 for 3 Bedroom Units
3. Criteria including household incomes, family size, and length of employment in Eagle County
may de applied to prioritize among eligible households
4. Other requirements
a. No current ownership of real estate in Eagle County
b. Tenants will occupy units as their primary residence
c. Subleasing will not be permitted
d. Minimum l year leases will apply. Eligibility will be reviewed annually
e. Damage deposits will apply, but flexible payment plans will be considered
Application: Applications can be requested from the following locations and will be reviewed and
accepted by Polar Star Properties (LCVRAP(a;polarstarproperties.com ):
Valley Home Store The Vail Church
Tori Franks Shawna Lacewell
25 Mill Loft Street • Suite 200 • Edwards 39209 Hwy 6 Avon
970-328-8775 tfranks<<r<valloyhomcstorc.or~r 970-949-6585 Shawna c(~thevailchurch.com
Polar Star Properties Gracious Savior Lutheran Church
Jerry Oliver Pastor Jason Haynes
l0 Stonebridge Drive, Avon, CO 81620 31621 Highway 6, Edwards, CO 81632
970-949-9417jolivcr(c~~olar5tarprohrrtics.com 970-926-6585 ihaVnes(a~gracioussavior.orq
~>>s~cz.~ B-
Salvation Army Vail Valley Cares
Tsu Wolin-Brown Greg Osteen
90 Lariat Loop, Edwards Thrifty shop locations (Edwards and Eagle)
926-3704 tsu salvationarm vail.or 970-328-4456 www.vailvalle cares.or
Purpose: The LCV Rental Assistance Program is a public assistance effort being undertaken to meet the
needs of Eagle County Families during times of financial hardship and economic challenges. The
program intends to embrace and promote our sense of community, caring, people helping people
and the need for safe and sanitary dwelling accommodations for fellow residents of Eagle
County.
9159624 B-2
