Exhibit E

Yampa Valley Housing Authority Contribution Agreement

June 21,2018

This Contribution Agreement is intended to set forth the understanding, but not the legal
obligations, of the Yampa Valley Housing Authority ("YVHA"), the City of Steamboat Springs
("City") and West Steamboat Neighborhoods, LLC ("WSN") with respect to the process and
terms for WSN to contribute land within the West Steamboat Neighborhoods to YVHA

Introductory Matters

A. The Contribution WSN shall contribute to YVHA a parcel of land consisting of

approximately two (2) acres, improved with area infrastructure, utilities and road
connections, and zoned sufficiently to be capable of developing fifty (50) apartment
rental or deed restricted for sale units (the "Development", as shown on Exhibit A (the
"Property") which shall be developed by YVHA consistent with this Agreement. The
property will be delivered to YVHA as a development-ready parcel, with water and sewer
utility services extended to the site; however, YVHA shall be responsible for any
connection, water, sewer tap and or PIFF fees. The parcel will be dedicated to YVHA at
the time of plat.

B. The Project The Project shall be developed by YVHA to address a targeted housing
need as identified by the YVHA (the "Project").

C. The West Steamboat Neighborhood Regulating Plan The West Steamboat

Neighborhood is an approximately 150 acre annexation within the West Steamboat
Springs Area Plan (the "Neighborhood"). The Neighborhood Regulating Plan
("Regulating Plan") serves as the guiding document which establishes density, uses,
patterns, open space and parks, and primary streets and their general locations with the
Neighborhood. The development of the Property shall be consistent with the Regulating
Plan.

D. Responsibilities WSN shall contribute the Property and provide schematic land
planning and schematic architectural services. The YVHA shall be responsible for
financing, construction management and ongoing property management.

Development Team Selection Process The YVHA shall select a development partner,
architect, general contractor and/or project manager and ongoing property manager

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 (collectively the "Development Team"). YVHA may submit for consideration itself as
the provider of any one or all of the foregoing services.

Approvals The Project will be reviewed and approved by WSN for conformance with
neighborhood architectural guidelines (to be developed later). These guidelines will be mutually
agreeable to both parties and will be provided as part of the Development Agreement. The
Development Agreement will include conceptual renderings to provide guidance to the
Development Team.

Process

1. First Step The first step is the execution of this Contribution Agreement to ensure
there is a general understanding as to both the process and the terms required to proceed.
2. Second Step The second step is the negotiation, drafting, and approval and execution
by YVHA, City and WSN of a legally binding Development Agreement so as to create
binding obligations from the current understandings. The Development Agreement shall also
address: YVHA ongoing contributions to and participation in the WSN's Home Owners
Association. The Development's contribution will be discounted in acknowledgement of its
intended purpose: to develop low income and/or entry level housing supply. The HOA fees
shall be one third (1/3) of the normally assessed per fees per unit and will not exceed $30 per
unit, per month.
3. Third Step The third step is YVHA selection of the Development Team as provided
in Paragraph E above.
4. Fourth Step The fourth step is the formal submittal (the "Submittal") of development
applications for the Property in order to seek approval from the City pursuant to its
development review process. The Submittal shall be reviewed and approved by the City.
5. Fifth Step The Fifth step requires the submlttal of Planning and Building Applications
(the "Applications") to the Community Development Department for the project. Planning
and Building permit applications will need to be submitted, reviewed and require final staff
approval. The Applications shall be reviewed and approved by the City.

6. Sixth Step The YVHA, including any partner or associated entity, shall build and operate
the Project.

7. Non-Binding The parties stipulate and agree that this Contribution Agreement is not
intended, nor shall it be construed or interpreted to create a binding or legally enforceable
agreement between the parties hereto. In addition, neither party shall rely to its detriment on any
of the provisions hereof and no cause of action. In law or in equity, may arise as a result of this
Contribution Agreement.

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YAMPA VALLEY HOUSING AUTHORITY

Jason Peasley
Executive Director

CITY OF STEAMBOAT SPRE4GS

Gary Suiter
City Manager

WEST STEAMBOAT NEIGHBORHOODS, LLC

David G.O'Neil
Manager

Exhibits
Exhibit A The Property

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