HomeMy WebLinkAboutECHDA23-03 Habitat for HumanityDocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
GRANT AGREEMENT BETWEEN
EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND
HABITAT FOR HUMANITY VAIL VALLEY
THIS GRANT AGREEMENT ("Agreement") is effective as of 3/31/2023 by and
between Habitat for Humanity Vail Valley, Inc., a Colorado nonprofit corporation (hereinafter
"Grant Recipient" or "Habitat") and Eagle County Housing and Development Authority, a body
corporate and politic (hereinafter "ECHDA")
RECITALS
WHEREAS, the ECHDA works to preserve the Eagle County community through
mentorship and housing solutions for locals to have secure foundations to grow; and
WHEREAS, ECHDA works towards its mission by managing affordable rental units, the
resale of deed restricted for sale units, down payment assistance and loan programs, and engaging
in partnerships with the public and private sector to create new affordable housing units; and
WHEREAS, Habitat has agreed to provide services that create new affordable housing
units in Eagle County.
GRANT AGREEMENT
NOW THEREFORE, in consideration of the foregoing premises and the following
promises, ECHDA and Grant Recipient enter into this Agreement for payment of a Grant Award
in the amount of Three million, two hundred and eighty thousand Dollars ($3,280,000) to Grant
Recipient.
1. Grant Recipient agrees that funds awarded by ECHDA may be used and expended
solely for the development of sixteen (16) unit housing development described herein, and located
on the real property known as 61 Mill Road/747 East Third Street, Eagle, Colorado and as more
particularly described on Exhibit A, attached hereto and incorporated herein by this reference (the
"Project"). The Project consists of 16 for sale price -capped deed restricted units, constructed in
partnership with the Eagle County School District ("ECSD"). ECSD has donated the 2-acre parcel
of land to Habitat for construction of the Project. Twelve units will be sold to ECSD employees
whose family earns between 80-100% of Area Median Income ("AMI") as determined and
published by the Secretary of Housing and Urban Development. Four units will be sold through
Habitat's conventional sales process to families that earn between 35-80% AMI. The Project will
be all electric and net -zero ready. Net -zero is defined as a building that is designed and built to
meet a certain level of energy efficiency so that if a renewable energy system was installed, the
building would then produce as much energy as it consumes. Habitat received approval for the
Project from the Town of Eagle on November 8, 2022. Site construction is scheduled to begin in
spring 2023, with unit delivery anticipated to begin March 31, 2024.
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
2. Payment of the Grant Award will be made in two installments. The first payment
of $200,000 was made in September 2022. The second and final payment will be made within 30
days of successful completion of due diligence items as outlined in paragraph 3 below.
3. Prior to payment of the second installment of the Grant Award, Grant Recipient
will provide the following information to ECHDA. ECHDA will have the right to review and
approve each item prior to making the second Grant Award payment:
a. Construction plans and specifications. Approval will be contingent upon overall
Project readiness and viability in addition to ensuring that the proposed mechanical
components meet Eagle County's net -zero ready criteria.
b. Sources and uses of cash for the Project showing, to the satisfaction of the ECHDA,
that Habitat has secured funding commitments from other sources, in addition to
this Grant Award, sufficient to fully fund construction of the Project.
4. Habitat shall commence and diligently pursue procurement of materials and
construction of the Project as soon as practicable upon receipt of the second installation of the
Grant Award. This Agreement shall terminate 24 months from the date of the ECHDA's approval
of this Agreement (the "Grant Period"). All funds from the Grant Award must be expended during
the Grant Period. In the event Habitat is unable to commence construction for any reason or if
Habitat stops construction or does not obtain temporary or final certificates of occupancy for any
reason during the Grant Period, the Grant Agreement shall terminate and no further funds shall be
disbursed by the ECHDA for the Project. Any funds not used or expended during the Grant Period
must be returned to the ECHDA. If, after payment of the Grant Award, ECHDA reasonably
determines that payment was improper because the purposes for which the payment was made
were misrepresented, or the terms of this Grant Agreement were breached, then upon written notice
of such determination and request for reimbursement from ECHDA, Habitat shall forthwith return
such payment to ECHDA.
5. Habitat agrees that the Grant Award shall be used and expended solely for
construction of the Project, as specified herein and in its ECHDA grant application dated
September 28, 2022. The Grant Award set forth herein is for the specific Grant Period and
ECHDA makes no representations, nor should Grant Recipient rely on this award as a
representation of any future awards for other grant periods.
6. Habitat agrees to submit to ECHDA a report detailing how the Grant Award was
expended for the Project, including a discussion as to how the requirements for the Project's net
zero ready mechanical components were met. The report will be due no later than application for
temporary certificate of occupancy ("TCO") for the last unit in the Project.
7. The form of price capped deed restriction attached hereto as Exhibit B is approved
by ECHDA for use at the Project. Habitat agrees that the price capped deed restriction shall be
recorded against each of the Project units immediately following approval of any plat required by
the Town of Eagle for the Project, and prior to for the sale of the applicable unit to a purchaser
thereof. Habitat will provide the ECHDA with a copy of the 16 recorded price capped deed
restrictions each within 30 days of closing on each individual housing unit within the Project. If
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Eagle County Grant Agreement
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at any time an owner of a unit within the Project determines to sell their home in a manner that
triggers the Habitat's right to purchase the home under the price capped deed restriction and
Habitat does not intend to exercise that right to purchase, then subject to any agreement of Habitat
to assign price capped deed restrictions to Eagle County School District RE-50, a Colorado public
school district, Habitat will assign that right to purchase to ECHDA.
8. Habitat further agrees that an Option to Purchase in the form attached hereto as
Exhibit C shall be recorded against each of the Project units immediately following recording of
the price capped deed restriction, and prior to the sale of the applicable unit to a purchaser thereof.
9. Grant Recipient shall comply at all times and in all respects with all applicable
federal, state and local laws, resolutions and codes; and specifically, with the requirements of the
Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973, concerning discrimination
on the basis of race, color, sex, age, religion, political beliefs, national origin or handicap.
10. Grant Recipient shall not assign any of its rights or duties under this Grant
Agreement to a third party without the prior written consent of ECHDA. ECHDA shall terminate
this Grant Agreement in the event of any assignment without its prior written consent, in which
case, any unused Grant Award must be returned to ECHDA.
11. Nothing contained in this Agreement shall be deemed to create a relationship of
employer -employee, partnership, joint venture or any other relationship between ECHDA and
Grant Recipient. Grant Recipient shall have no authority to bind ECHDA.
12. Grant Recipient shall maintain, for a minimum of three (3) years, adequate financial
and programmatic records for reporting to ECHDA on performance of its responsibilities
hereunder. Grant Recipient authorizes ECHDA to perform audits or to make inspections during
normal business hours, upon 48-hour notice to Grant Recipient for the purpose of evaluating
performance under this Grant Agreement. Grant Recipient shall cooperate fully with authorized
ECHDA or Eagle County Government representatives in the observation and evaluation of the
program and records. Grant Recipient shall have the right to dispute any claims of misuse of funds
and seek an amicable resolution with ECHDA.
13. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction
and venue for any suit, right or cause of action arising under, or in connection with this Agreement
shall be exclusive in Eagle County, Colorado.
14. This Grant Agreement supersedes all previous communications, negotiations,
and/or agreements between the respective parties hereto, either verbal, or written, and the same
not expressly contained herein are hereby withdrawn and annulled.
15. This Grant Agreement does not, and shall not be deemed or construed to confer
upon or grant to any third party or parties any right to claim damages or to bring any suit, action
or other proceeding against either Grant Recipient or ECHDA because of any breach hereof or
because of any of the terms, covenants, agreements and conditions contained herein.
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Eagle County Grant Agreement
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16. Invalidity or unenforceability of any provision of this Grant Agreement shall not
affect the other provisions hereof, and this Grant Agreement shall be construed as if such invalid
or unenforceable provision was omitted.
17. To the extent required to perform under this Grant Agreement, Grant Recipient
represents and warrants that it has the expertise and personnel necessary to properly construct the
Project and administer the deed restrictions.
18. No failure or delay by either party in the exercise of any right hereunder shall
constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding
or succeeding breach.
19. The signatories to this Grant Agreement aver to their knowledge, no employee of
the ECHDA or Eagle County Government has any personal or beneficial interest whatsoever in
the matters described in this Grant Agreement. The Grant Recipient has no beneficial interest,
direct or indirect, that would conflict in any manner or degree with the performance of the Grant
Agreement and Grant Recipient shall not employ any person having such known interests.
20. Grant Recipient shall be responsible for the completeness and accuracy of its
performance under the Grant Agreement, including all supporting data or other documents
prepared or compiled in performance of the Grant Agreement, and shall correct, at its sole expense,
all significant errors and omissions therein. The fact that the ECHDA has accepted or approved
the work performed shall not relieve Grant Recipient of any of its responsibilities. Grant Recipient
shall perform the Grant Agreement in a skillful, professional and competent manner and in
accordance with the standard of care, skill and diligence applicable to Grant Recipients performing
similar services. This paragraph shall survive termination of this Grant Agreement.
21. Grant Recipient shall carry workers compensation insurance as required by law and
automobile and commercial general liability insurance as necessary and appropriate during the
term of the Grant Agreement. Builder's Risk Insurance shall be carried while the Project is under
construction. Grant Recipient agrees to provide ECHDA with proof of insurance upon request.
22. Habitat shall indemnify and hold harmless the ECHDA, Eagle County Government,
and any of their respective officers, agents and employees against any losses, claims, damages or
liabilities for which ECHDA and/or Eagle County Government may become subject to, to the
extent that such losses, claims, damages or liabilities arise out of, directly or indirectly, this Grant
Agreement, or are based upon, any performance or nonperformance by Habitat or any of its sub -
recipients under this Grant Agreement; and Habitat shall reimburse ECHDA and/or Eagle County
Government for reasonable attorney fees and costs, legal and other expenses incurred by ECHDA
and/or Eagle County Government in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnification shall not apply to claims by third parties
against the ECHDA and/or Eagle County Government to the extent that ECHDA and/or Eagle
County Government is liable to such third party for such claims without regard to the involvement
of Habitat. This paragraph shall survive expiration or termination of this Agreement.
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Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
23. This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other agreements or understandings between the
parties.
24. Grant Recipient certifies that it has read the Grant Agreement, understands each
and every term and the requirements set forth herein, and agrees to comply with the same.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set
forth above.
Eagle County Housing and Development Authority
DocuSigned by:
By:
trftl; Vice Chair
Habitat for Humanity Vail Valley, Inc., a Colorado
nonprofit corporation
DocuSigned by:
By: alut Up
FWj,4Executive Director
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
EXHIBIT A
Lot 2A, a resubdivision of Lot 2, Eagle Valley Elementary and Middle School Subdivision,
according to the Amended Final Plat recorded December 21, 2022 at Reception No. 202219183,
County of Eagle, State of Colorado,
also known by street and number as: 61 Mill Road / 747 East Third Street, Eagle, CO 81631
Exhibit A Page 1
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
I RXAI<RIT R
Form of Deed Restriction
HABITAT FOR HUMANITY VAIL VALLEY, INC.
PERMANENTLY AFFORDABLE HOUSING
COVENANT
Compliance with the provisions of this Covenant shall be
deemed to be a requirement of title.
WHEREAS, HABITAT FOR HUMANITY VAIL VALLEY, INC., a Colorado
nonprofit corporation, ("Declarant"), is the owner in fee simple of the following described real
estate, situate in the County of Eagle and State of Colorado, to wit:
[INSERT LEGAL DESCRIPTION], County of Eagle, State of Colorado (the
"Property"):
WHEREAS, Declarant wishes to provide for certain restrictions relating to the use,
ownership and resale the Property for the purpose of maintaining the Property as permanently
affordable, as more particularly provided herein; and
NOW THEREFORE, Declarant does hereby publish and declare that the following
terms, restrictions and limitations shall be deemed to run with the Property and shall be a burden
to any person acquiring or owning an interest in the Property, their grantees, personal
representatives, heirs, successors and assigns (hereinafter, an "Owner") for so long as this
Covenant remains in force and effect with respect to the Property:
1. Definitions.
The following terms shall have the following meanings herein:
A. "Area Median Income" means the Area Median Income amounts reported
annually for single persons and households of various sizes by HUD, or by any successor United
States Government department, agency, or instrumentality, for the metropolitan statistical area
which includes Eagle County, Colorado. In the event that the Area Median Income is
substantially changed, re -named, or abandoned by the United States Government, then in its
place shall be substituted the index established by the United States Government that most
closely resembles the Area Median Income, as determined by Declarant.
Exhibit B Page 1
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
B. "Domestic Partner" means a "partner in a civil union" or "partner to a civil
union" with a person as defined in the Colorado Civil Union Act, Colorado Revised Statutes
Section 14-15-101, et. seq., as amended from time to time.
C. "Eligible Buyer" means a person who is certified by the Declarant and qualified
as described in Paragraph 3.A. hereof.
D. "First Deed of Trust" means a deed of trust or mortgage which is recorded senior
to any other deeds of trust or liens against the Property to secure a loan made by an institutional
lender used to purchase the Property by an Eligible Buyer. The First Deed of Trust does not
include any subsequent deeds of trust for refinancing or increasing the debt encumbrance on the
Property, or any deed of trust made by a person who is not an Eligible Buyer.
E. "Household" means the definition of household under 24 CFR 92.2 and includes
all the people who intend to occupy a housing unit. A Household includes the related family
members and all the unrelated people, if any, such as lodgers, foster children, wards, or
employees who share the housing unit. A person living alone in a housing unit, or a group of
unrelated people sharing a housing unit as spouses or Domestic Partners, are also counted as a
Household.
F. "HUD" means the United States Department of Housing and Urban Development.
G. "Income" means the definition of income under HUD income qualifying
guidelines as defined in 24 CFR 5.609 "Annual Income" and 24 CFR 5.611 "Adjusted Income"
as modified by the Declarant to operate a homeownership program. In the event that the above
is not in effect or the definition of income under the above is substantially modified, then
"Income" shall mean the anticipated total income for the next 12 month period received from
all sources by each member of the Household, excluding, however, temporary or non -recurring
income (including gifts), income from the employment of children under age 18, payments for
the care of foster children or foster adults, amounts received specifically for the reimbursement
of medical expenses for a member of the Household, and other Declarant allowed deductions.
H. "Institutional Lender" means any bank, savings and loan association, or any other
institutional lender which is licensed to engage in the business of providing purchase money
mortgage financing for residential real property.
I. "Owner" means any subsequent certified buyer, devisee, transferee, grantee,
owner or holder of title of the Property or any portion of the Property.
J. "Primary Residence" means the residence which Owner occupies for a minimum
of 10 full months out of every calendar year and is the usual place of return for housing as
documented by the following as applicable: motor vehicle registration, driver's license,
Colorado state identification card, voter registration, tax documents, school registration records,
employment records, phone bill, credit card bills and utility bills. A person can only have one
Primary Residence.
Exhibit B Page 2
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
K. "Real Property" means land and improvements or common interest ownership
and improvements.
L. "Transfer" means any sale, assignment or transfer, voluntary, involuntary or by
operation of law (whether by deed, contract of sale, gift, devise, bequest, trustee's sale, deed in
lieu of foreclosure, or otherwise) of any interest in the Property, including but not limited to a
fee simple interest, a joint tenancy interest, a tenancy in common, a life estate, a leasehold
interest (except for a lease allowed by Paragraph 14, Rental Conditions), or any interest
evidenced by a land contract by which possession of the Property is transferred and Owner
retains title.
2. Requirement of Title; Additional Guidelines, Rules and Regulations.
A. Compliance with the provisions of this Covenant shall be deemed to be a
requirement of title. The Property may not be transferred to anyone other than an Eligible Buyer.
Eligible Buyers must have a current and valid certification from the Declarant in order to be
eligible to purchase the Property.
B. Declarant shall have the right to adopt and amend, from time to time, rules,
regulations and guidelines with respect to all of the definitions, terms, conditions and obligations
contained in this Covenant, and any such rules, regulations and guidelines shall be binding upon
the Owner. OWNERS AND POTENTIAL ELIGIBLE BUYERS ARE ADVISED TO
CONTACT DECLARANT WITH RESPECT TO ANY RULES, REGULATIONS AND
GUIDELINES IN FORCE OR EFFECT FROM TIME TO TIME RELATED TO THIS
COVENANT.
3. Eligibleyers.
A. With the exceptions listed below, title to the Property may only be transferred to
a buyer or buyers who have been certified by the Declarant as an Eligible Buyer. In order to
qualify, a Household's projected Income may not be more than one hundred percent (100%) of
Area Median Income. The Income and assets of all persons in the Household shall be used in
determining the buyer's Income, assets and eligibility.
B. The following transfers are exceptions to the above requirement, provided that
the new Owner, other than an estate, shall use the Property as his, her or their PrimaryResidence:
i. A transfer resulting from the death of an Owner where the transfer is to
the spouse or Domestic Partner who is also an Owner.
ii. A transfer to the Owner's estate following the Owner's death for the
purpose of administering the estate and distributing the assets thereof
during a limited period of time.
iii. A transfer resulting from the death of an Owner when the transfer is to
one or more children of the deceased Owner.
Exhibit B Page 3
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
iv. A transfer by an Owner where the spouse or Domestic Partner of the
Owner becomes the co-owner of the Property.
V. A transfer resulting from a decree of dissolution of the marriage or legal
separation or from a property settlement agreement incidental to such a
decree by which a spouse who is an Owner becomes the sole Owner of
the Property.
vi. A transfer directly resulting from a termination of a registered Domestic
Partnership by which a Domestic Partner who is an Owner becomes the
sole Owner of the Property.
4. Good Faith Marketing and Selection Process.
The Owner shall engage in good faith marketing efforts such that members of the public
have a fair chance to become informed of the availability of the Property. The Declarant shall
be notified in writing of the Owner's interest in transferring the title to the Property ("Intent to
Sell Notice") at least 45 days before any transfer.
Resale Price Limit.
A. The Property may not be transferred for more than an amount calculated in
accordance with this Paragraph S.A., as follows:
i. Start with the contracted purchase price approved by the Declarant that
the selling Owner paid for the Property;
ii. Each year, effective on the anniversary of the date that the selling Owner
acquired title to the Property and prorated for any partial year, multiply
the original purchase price by one-half percent (0.5%) of the original
purchase price;
iii. Each year add the product of the multiplication described in
Paragraph 5.A.ii. to the original purchase price;
iv. Add the amount of eligible capital improvement credit that has been
approved by the Declarant up to the time the Intent to Sell Notice is
delivered to Declarant. Eligible capital improvement credits are only
those improvements and amounts approved by the Declarant. To qualify
for an eligible capital improvement the Owner must submit to the
Declarant in advance of constructing the capital improvement a request
for approval of any proposed capital improvement, including the
proposed construction costs related to the improvement, and obtain that
approval. Eligible capital improvements must be completed in a
workmanlike manner. If it is discovered at the time the work is done, or
Exhibit B Page 4
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
at a later point, the work was not done in a workmanlike manner the
amount of credit will be reduced or eliminated;
V. Deduct the amount of any excessive damage assessment determined by
the Declarant. Prior to closing, the Declarant shall have the right to
inspect the Property or use a report prepared by a professional home
inspector hired by either the Owner or a potential buyer to determine
whether the Owner has complied fully with the maintenance obligations
set forth in Paragraph 12, Maintenance of the Property, hereof. If, after
such an inspection, the Declarant determines in its judgment based on the
Declarant's inspection policy that the Owner has not fully complied with
this obligation, the Declarant shall determine in its judgment the cost to
complete such repairs, replacements, and other work necessary to restore
the Property to a good, safe and habitable condition in all respects, and to
bring it into full compliance with all applicable laws, ordinances, rules
and regulations of any governmental authority with jurisdiction over
matters concerning the condition of the Property. This amount shall be
called the excessive damage assessment, and it shall be included in the
calculation of the Resale Price Limit. The Declarant may factor into the
calculation any agreement by the Owner to make repairs when
determining the Resale Price Limit. The Declarant may adjust the
excessive damage assessment up until the date of sale based on changes
in the condition of the Property or the Owner's failure to comply with
agreements to make repairs; and
vi. Add the amount of the sales commission paid by the Owner, in a
reasonable amount approved by Declarant in advance.
B. Nothing in this Covenant shall prohibit an Owner from making an improvement
to the Property which does not qualify as an Eligible Capital Improvement. However, only
Eligible Capital Improvements may be included in the calculation of the Resale Price Limit, as
set forth herein.
C. If the Owner reasonably disputes the Declarant's determination of the amount of
an Eligible Capital Improvement or of an Excessive Damage Assessment, the Owner may
request that the dispute be arbitrated. The Owner shall choose the arbitrator from a list provided
by the Declarant, and the arbitration shall be conducted in accordance with the applicable rules
of the American Arbitration Association, or of any similar successor organization. The decision
of the arbitrator shall be final and binding upon the parties. The Owner shall pay for all costs of
the arbitration, whatever the arbitrator's decision may be.
D. Nothing in this Covenant represents or guarantees that the Property will be
re -sold at an amount equal to the Resale Price Limit. Depending upon conditions affecting
the real estate market, the Property may be re -sold for less than the Resale Price Limit.
6. Declarant's Purchase Right.
Exhibit B Page 5
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
In order to preserve the affordability of the Property for persons of low or moderate
Income, upon receipt of an Intent to Sell Notice from the Owner the Declarant shall have the
right to purchase the Property ("Purchase Right") at the lesser of (i) the Appraised Value of the
Property or (ii) Resale Price Limit as calculated in Paragraph 5, Resale Price Limit, but not
including any sales commission mentioned in Paragraph 5.A.vi.
If the Declarant elects to purchase the Property, it shall exercise the Purchase Right by
notifying the Owner, in writing, of such election ("Notice of Exercise of Right") within 30 days
of the receipt of the Intent to Sell Notice, or the Purchase Right shall expire. Having given such
notice, the Declarant may either proceed to exercise the Purchase Right directly by purchasing
the Property or may assign the Purchase Right to any other party in Declarant's discretion. In
either case, the Declarant or its assignee shall enter into a contract to purchase the property
within seven days of exercising the Purchase Right. The purchase (by the Declarant or the
Declarant's assignee) must be completed within 90 days of the Declarant's Notice of Exercise
of Right, or the Owner may sell the Property as provided in Paragraph 4, Good Faith Marketing
and Selection Process. The time permitted for the completion of the purchase may be extended
by mutual written agreement of the Owner and the Declarant.
If the Declarant assigns its Purchase Right, the Resale Price Limit shall be increased by
the amount set annually by the Declarant as necessary to cover the administrative costs of
assigning its Purchase Right and the Declarant shall be entitled to these additional sale proceeds
in order to cover the administrative costs associated with assigning its Purchase Right.
If the Purchase Right has expired or if the Declarant, or its assignee, has failed to
complete the purchase within the 90-day period allowed above, the Owner may sell the Property
according to Paragraph 4, Good Faith Marketing and Selection Process, for no more than the
Resale Price Limit as calculated according to Paragraph 5, Resale Price Limit, and subject to all
requirements, terms and conditions contained in this Covenant.
7. Complete Consideration Stated on Deed.
The complete consideration for any transfer of the Property shall be stated on the deed
transferring title. Owner shall not accept any consideration above the purchase price.
Declarant's Right to Acquire Owner's Interest.
A. The Owner agrees to give immediate notice to the Declarant upon the first to
occur o£
i. The date any notice of foreclosure is provided to the Owner or any
foreclosure is commenced against the Property under the First Deed of
Trust, or
ii. The date when Owner becomes 21 days late in making a payment on any
indebtedness encumbering the Property required to avoid foreclosure of
the First Deed of Trust.
Exhibit B Page 6
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
B. At any time within 60 days after receipt of any notice described in Paragraph
8.A., the Declarant may (but shall not be obligated to) proceed to make any payment required
in order to avoid foreclosure or to redeem the Property after a foreclosure. In no event shall the
making of any such payment by Declarant cause the Declarant to succeed to any rights of the
Owner to the Property or to assume any of the Owner's rights and obligations under the First
Deed of Trust. In such event the Owner shall vacate the Property within 30 days after notice
from Declarant to do so and relinquish possession thereof to the Declarant. Failure to vacate the
property shall subject the Owner to eviction.
C. The Owner may reinstate his, her or their right to possession of the Property by
payment to the Declarant of all sums paid by the Declarant in connection with the First Deed of
Trust and all other sums reasonably expended by the Declarant in relation to the Property, plus
nine percent (9%) simple interest from each date of expenditure. This payment may only be
made within 90 days of the Declarant making any payment described in Paragraph 8.B., and
Declarant shall have no obligation to accept such payment after the 90-day period. At the end
of such 90-day period, if the Owner has not made the required payment, all right, title and
interest of the Owner in the Property shall be extinguished, and the Owner shall execute a quit
claim deed to the Declarant to evidence transfer of title to the Declarant. If the Owner fails or
refuses to execute such a deed after being sent a written request therefor by the Declarant, the
Declarant may execute it on behalf of the Owner as the Owner's attorney -in -fact. But prior to
executing such a deed, the Declarant shall pay to the Owner the down payment made by the
Owner plus any reduction made by the Owner in the principal amount of the loan, plus the
amount of any Eligible Capital Improvement credit, minus the Declarant's costs to the date of
execution of the deed.
9. Partial Subordination of Covenant to First Deed of Trust.
With the exception of the Declarant's rights under Paragraph 8, Declarant's Right to
Acquire Owner's Interest, the provisions of this Covenant shall be subordinate only to the lien
of a First Deed of Trust to secure a loan to purchase the Property made by the Institutional
Lender that is the beneficiary of the First Deed of Trust. This Covenant shall not impair the
rights of such Institutional Lender, or such lender's assignee or successor in interest, to exercise
its remedies under the First Deed of Trust in the event of default by Owner. These remedies
include the right to foreclose or exercise a power of sale or to accept a deed or assignment in
lieu of foreclosure. However, the above notwithstanding, the Institutional Lender, its assignee,
or successor in interest may not exercise any remedies under the First Deed of Trust because the
Declarant has exercised any of its rights under Paragraph 8, Declarant's Right to Acquire
Owner's Interest.
10. Second Deed of Trust Unon Foreclosure.
In the event that the Declarant has not assumed the Owner's interests pursuant to
Paragraph 8, Declarant's Right to Acquire Owner's Interest, and a foreclosure is initiated by the
Institutional Lender that is the beneficiary of the First Deed of Trust, this covenant will serve as
a second deed of trust. The Declarant's rights in the foreclosure - including without limitation
the right of redemption under § 38-38-302 C.R.S. or any successor statute - shall be those of a
Exhibit B Page 7
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
junior lien holder and beneficiary of a second deed of trust. The amount of the debt secured by
such junior lien shall be considered to be the difference between the Resale Price Limit in effect
immediately before the notice of election and demand for sale was filed with the public trustee
and the fair market value of the Property as of that same time. The fair market value of the
Property may be determined by an appraiser selected by the Declarant who is a Member of the
Appraisal Institute or a person with equivalent expertise.
After such foreclosure, sale or acceptance of deed in lieu of foreclosure, this Covenant
shall be forever terminated and shall have no further effect as to the Property or any transferee
thereafter; provided, however, that if and when the Property is sold through foreclosure, the
Owner shall nevertheless remit to the Declarant that portion of the net proceeds of the
foreclosure sale, after payment of all obligations to the holder of the First Deed of Trust and
foreclosure costs, which exceeds the Resale Price Limit that would have applied to the sale of
the Property if the Covenant had continued in effect. This Covenant shall automatically and
permanently terminate upon issuance of a public trustee's deed of sale for a First Deed of Trust,
court issued deed of sale after a foreclosure for a First Deed of Trust, acceptance of a deed -in -
lieu of foreclosure for a First Deed of Trust by the mortgagee, or assignment of an Institutional
Lender —insured mortgage to HUD for a First Deed of Trust.
11. Post -Purchase Financing.
A. The Owner may only refinance the First Deed of Trust or encumber the
Property with any other post purchase financing if the following requirements are met:
If all financing recorded against the Property has a fixed interest rate, then
the total amount of all financing must be less than or equal to 93 percent
of the Resale Price Limit in effect at the time of new encumbrance.
ii. If any financing recorded against the Property has a variable interest rate
or is a Home Equity Line of Credit, then the total amount of all financing
must be less than or equal to 90 percent of the Resale Price Limit in effect
at the time of new encumbrance.
B. All refinancing and/or additional financing must be with an Institutional Lender.
C. The Declarant must review and approve all financing that encumbers the
Property according to the current mortgage policy, to be updated annually by the Declarant
manager.
12. Maintenance of Property.
The Owner shall maintain the Property in a condition consistent with the standards of
the Declarant and in good, safe, and habitable condition in all respects and in full compliance
with all applicable policies, laws, ordinances, rules and regulations of any governmental
authority with jurisdiction over matters concerning the condition of the Property. If the Owner
fails to properly maintain the Property, any costs needed to rectify such deficiencies may be
Exhibit B Page 8
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
factored into the Resale Price Formula as described in Paragraph 5.A.(v) of this Covenant. The
Owner shall suffer no mechanics' liens to be recorded against the Property.
13. Use of Property as Owner's Primary Residence.
The Owner shall use the Property as his, her or their Primary Residence. At or before
the time when title is transferred to the Property, each new Owner shall certify to the Declarant
in writing his, her or their intent to occupy the Property as his, her or their Primary Residence.
Upon written request of the Declarant, the Owner shall provide the Declarant with such
information as the Declarant may reasonably request to satisfy itself that the Property is being
used as the Owner's Primary Residence. Failure to comply with this provision shall result in
actions described Paragraph 15, Enforcement of this Covenant, including without limitation
injunction, loss of appreciation, or disgorgement of rental payments.
14. No Rental Permitted.
Owner may not, except with prior written approval of Declarant, rent the Property or any
portion thereof for any period of time.
15. Enforcement of This Covenant.
A. Right to Enforce. Each Owner hereby grants and assigns to the Declarant the
right to review and enforce compliance with this Covenant. Compliance may be enforced by the
Declarant by any lawful means, including without limitation specific performance, injunction,
disgorgement of rental payments, and/or damages to reimburse the Declarant for its enforcement
costs. If the Owner violates the terms of this Covenant, the Owner agrees to repay the Declarant
with reasonable interest any assistance received in connection with the home purchase and any
sales or rental proceeds.
B. Inspection. In the event that the Declarant has reasonable cause to believe that
Owner is violating the provisions of this Covenant, the Declarant, by its authorized
representative, may inspect the Property after a reasonable attempt to provide such Owner with
24 hours advance written notice.
C. Voiding Transfers. In the event the Property is transferred in a manner that is not
in full compliance with the terms and conditions of this Covenant, such transfer shall be wholly
null and void and shall confer no title whatsoever upon the purported transferee. Each and every
transfer of the Property, for all purposes, shall be deemed to include and incorporate by this
reference the covenants herein contained, regardless of reference therein to this Covenant.
D. Venue. Venue for a suit enforcing compliance shall be proper in Eagle County,
Colorado, and service may be made or notice given by posting such service or notice in a
conspicuous place on the Property. As part of any enforcement action on the part of the
Declarant, the Owner shall pay all court costs and reasonable attorney's fees incurred by the
Declarant in connection with these claims, actions, liabilities or judgments.
Exhibit B Page 9
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
E. Waiver. Declarant shall have the right in its sole and absolute discretion to waive
the effect of any provision of this Covenant, which waiver shall only be effective if in writing
and recorded in the real property records of Eagle County, Colorado.
16. Miscellaneous.
A. This Covenant shall run with the land. It shall bind perpetually, and the benefit
hereof shall inure perpetually to the Owner, his, her or their heirs, legal representatives,
executors, successors in interest and assignees, and to the Declarant, its successors, designees,
or assignees. If any of the terms, covenants, conditions, restrictions, uses, limitations,
obligations or options set forth in this Covenant shall be unlawful or void for violation of:
i. the rule against perpetuities or some other analogous statutory provision;
ii. the rule restricting restraints on alienation; or
iii. any other statutory or common law rules imposing like or similar time
limits
then such provision shall continue only for the period of the lives of current duly elected and
seated members of the Board of Directors of Declarant, their now living descendants, if any,
and the survivor of them, plus 21 years.
B. The Owner shall only permit the Property to be used in compliance with all
applicable laws and regulations of the United States, State of Colorado, and any other applicable
governmental authorities.
C. The Property is held and hereafter shall be held, conveyed, hypothecated,
encumbered, leased, rented, and occupied subject to these covenants, conditions, restrictions
and limitations. All of the herein -stated covenants, conditions, restrictions and limitations are
intended to constitute both equitable servitudes and covenants running with the land.
D. Any buyer or transferee of the Property or of any portion of or interest in the
Property, by acceptance of a deed therefor, or by the signing of a contract or agreement to
purchase the same, shall, by acceptance of such deed or by the signing of such contract or
agreement be deemed to have consented to and accepted the covenants, conditions, restrictions
and limitations set forth herein.
E. Notices to the Declarant shall be given in writing and delivered in person or
mailed, by certified or registered mail, return receipt requested, to Declarant at the address set
forth below, or such other address designated by the Declarant by recording a notice of change
of address in the real property records of Eagle County, Colorado:
Habitat for Humanity Vail Valley, Inc.
c/o Executive Director
PO Box 4149
Exhibit B Page 10
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
455 Nottingham Ranch Road
Avon, Colorado 81620
Notices to the Owner may be given in like manner addressed to the Property or to
Owners address of record with the office of the Eagle County Assessor.
F. If any provision of this Covenant shall be held by a court of proper jurisdiction
to be invalid, illegal or unenforceable, the remaining provisions shall survive, and their validity,
legality or unenforceability shall not in any way be affected or impaired thereby.
G. The rights of Declarant may be freely assigned by Declarant to Eagle County
School District RE-50, a Colorado public school district, or to Eagle County Housing and
Development Authority, a body corporate and politic, or to any other governmental entity, or to
any other party whatsoever, in the sole and absolute discretion of Declarant. Any such
assignment must be in writing and must be recorded in the real property records of Eagle
County, Colorado.
H. The captions of the paragraphs in this Covenant are for convenience only and
shall not be used to interpret the meaning of any provision hereof.
I. The conditions of this Covenant shall be interpreted so as to avoid speculation
on the Property and to insure to the greatest extent possible that its purchase price and mortgage
payments remain affordable in perpetuity to persons and families of low, moderate, or middle
Income.
J. This Covenant is prior and superior to the Owner's right of a homestead
exemption under Article XVIII, Section I of the Colorado Constitution and under Part 2, Article
41, Title 38 of the Colorado Revised Statutes or any successor statutes. The Owner waives his,
her or their homestead rights to the full extent that they conflict with or impair the Declarant's
rights and remedies under this Covenant.
K. The Declarant shall have the right to modify this Covenant to deal with exigent
circumstances.
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Exhibit B Page 11
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
IN WITNESS WHEREOF, Declarant has executed this Covenant as of the date first
stated above.
DECLARANT
HABITAT FOR HUMANITY VAIL VALLEY, INC.
a Colorado nonprofit corporation
By: EXHIBIT — DO NOT SIGN
John Welaj, Executive Director
STATE OF COLORADO )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 202_
by John Welaj as Executive Director of Habitat for Humanity Vail Valley, Inc., a Colorado
nonprofit corporation.
Witness my hand and official seal.
My Commission expires:
(SEAL)
Notary Public
Exhibit B Page 12
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
FXHIRIT C
Form of Option to Purchase
OPTION TO PURCHASE
IN CONNECTION WITH DEED RESTRICTION AGREEMENT
FOR OCCUPANCY AND RESALE OF PRICE CAPPED FOR SALE HOUSING
In the event of a foreclosure or acceptance of a deed in lieu of foreclosure by the holder
(including assigns of the holder) of the promissory note secured by a first deed of trust ("Holder")
on the on the real property known as , (the "Subject
Property"), and subject to the issuance of a public trustee's deed to the Holder following expiration
of all statutory redemption rights, or issuance of a deed in lieu of foreclosure to the Holder, Eagle
County Housing and Development Authority, a body corporate and politic (hereinafter "ECHDA")
or its assigns shall have the option to purchase the Subject Property, which shall be exercised in
the following manner:
Notice: The Owner and the Holder shall give such notice to ECHDA as is required by law
in the foreclosure proceeding.
Said notice shall be sent by certified mail, return receipt requested, and addressed as
follows:
Eagle County Housing and Development Authority
Post Office Box 850
Eagle, CO 81631
2. Option to Purchase: ECHDA or its assigns shall have 30 days after issuance of the public
trustee's deed or deed in lieu of foreclosure in which to exercise this Option to Purchase.
In the event of a deed in lieu of foreclosure, ECHDA may exercise the Option to Purchase
by tendering to the Holder or its assigns, in cash or certified funds, an amount equal to the
amount due on the note and any additional reasonable costs incurred by the Holder during
the option period. In the event of foreclosure and issuance of a public trustee's deed,
ECHDA may exercise the Option to Purchase by tendering to the Holder or its assigns, in
cash or certified funds, the redemption price which would have been required of the
borrower or any person who might be liable upon a deficiency on the last day of the
statutory redemption period(s) and any additional reasonable costs incurred by the Holder
during the option period which are directly related to the foreclosure.
3. Title: Upon receipt of the option price, the Holder shall deliver to ECHDA or its assignee
a special warranty deed, conveying the Subject Property to ECHDA or its assignee. The
Holder shall convey only such title as it received through the public trustee's deed or deed
in lieu of foreclosure and shall not create or participate in the creation of any additional
liens or encumbrances against the Subject Property following issuance of the public
trustees' deed to the Holder. The Holder shall not be liable for any of the costs of
conveyance to ECHDA or its assignee.
Exhibit C Page 1
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
4. Release: Upon issuance of a public trustee's deed or deed in lieu of foreclosure to the
Holder; ECHDA or its assigns shall have thirty (30) days in which to exercise the Option
to Purchase as set forth herein by notifying the Holder in writing of its intent to exercise
the option.
In the event that ECHDA or its assigns does not notify the Holder in writing of its intent to
exercise the Option to Purchase as set forth herein, ECHDA's Option to Purchase shall be
automatically released only with respect to the Subject Property which is the subject of
foreclosure as of the thirty-first day after the issuance of such public trustee's deed or deed
in lieu of foreclosure. The Holder shall not be required to take any affirmative action to
obtain such release.
It is the intent of ECHDA that the Option to Purchase be terminated automatically upon
the failure of ECHDA or its assigns to provide written notice of its intent to exercise its
Option to Purchase to the Holder, whether such failure is intentional or unintentional, and
that such termination will be effected without the necessity of any affirmative action on the
part of the Holder and without the necessity of filing a release of such option of public
record.
5. Perpetuities Savings Clause:If any of the terms, covenants, conditions, restrictions, uses,
limitations, obligations or options created by this Option to Purchase shall be unlawful or
void for violation of (1) the rule against perpetuities or some analogous statutory provision,
(2) the rule restricting restraints on alienation, or (3) any other statutory or common law
rules imposing like or similar time limits, then such provision shall continue only for the
period of the lives of the current duly elected and seated Board of County Commissioners
of Eagle County, Eagle, Colorado, their now living descendants, if any, and the survivor
of them, plus twenty-one (21) years.
6. Successors and Assigns: Except as otherwise provided herein, the provisions and
covenants contained herein shall insure to and be binding upon the heirs, successors and
assigns of the parties hereto.
7. Modifications: The parties hereto agree that any modifications to this Option to Purchase
shall be effective only when made by writings signed by all parties and recorded with the
Clerk and Recorder of Eagle County, Colorado.
IN WITNESS WHEREOF, the parties hereto have executed this Option to Purchase on the
day of , 20
OWNER:
HABITAT FOR HUMANITY VAIL VALLEY, INC.
a Colorado nonprofit corporation
By: EXHIBIT — DO NOT SIGN
John Welaj, Executive Director
Exhibit C Page 2
Eagle County Grant Agreement
DocuSign Envelope ID: 65A40FFF-C449-4D74-A371-14B9DDF7D7F0
STATE OF COLORADO )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 202_
by John Welaj as Executive Director of Habitat for Humanity Vail Valley, Inc., a Colorado
nonprofit corporation.
Witness my hand and official seal.
My Commission expires:
Notary Public
ECHDA:
EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY
wo
Executive Director
Exhibit C Page 3
Eagle County Grant Agreement
