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09-08-14 Town Council PacketsSNOWMASS VILLAGE TOWN COUNCIL REGULAR MEETING AGENDA SEPTEMBER 08, 2014 PLEASE NOTE THAT ALL TIMES ARE APPROXIMATE — ITEMS COULD START EARLIER OR LATER THAN THE STATED TIME CALL TO ORDER AT 4:00 P.M. Item No. 1: ROLL CALL Item No. 2: PUBLIC NON - AGENDA ITEMS (5- minute time limit) Item No. 3: COUNCIL UPDATES Item No. 4: PUBLIC HEARING- FIRST READING OF ORDINANCE NO. 3 SERIES OF 2014 (Time: 120 Minutes) AN ORDINANCE REGARDING A MINOR PUD AMENDMENT TO BASE VILLAGE INVOLVING REQUESTED VESTED RIGHTS EXTENSION, AND COMPLETION OF CERTAIN PUBLIC IMPROVEMENTS, AND TIMEFRAME FOR COMPLETION OF CERTAIN PRIVATE IMPROVEMENTS ACTION REQUESTED OF COUNCIL: Approve, modify or deny first reading of Ordinance No. 3, Series of 2014. - -Julie Ann Woods, Community Development Director ....... Page 3 Item No. 5: MANAGER'S REPORT (Time: 10 minutes) - -Gary Suiter ..... ............................... ...........................Page 196 Item No. 6: AGENDA FOR NEXT TOWN COUNCIL MEETINGS: • September 22, 2014 — Budget Meeting 10:00 a.m. • September 22, 2014 Regular Meeting • October 6, 2014 — Regular Meeting • October 20, 2014 — Regular Meeting ............................................... ..............................Page 203 Item No. 7: APPROVAL OF MEETING MINUTES FOR: • August 4, 2014 — Regular Meeting • August 18, 2014 — Regular Meeting ................................................ ..............................Page 210 09- 08 -14tc Agenda Page 2 of 2 Item No. 8: COUNCIL COMMENTS /COMMITTEE REPORTS /CALENDARS: • September • October • November ................ ............................... ...........................Page 218 Item No. 9: ADJOURNMENT NOTE: Total time estimated for meetinq: Approx 2.5 hours (excludina items 1 -3 and 6 —9) ALL ITEMS AND TIMES ARE TENTATIVE AND SUBJECT TO CHANGE WITHOUT FURTHER NOTICE. PLEASE CALL THE OFFICE OF THE TOWN CLERK AT 923 -3777 ON THE DAY OF THE MEETING FOR ANY AGENDA CHANGES. AGENDA ITEM SUMMARY Meeting Date: September 8, 2014 Agenda Item: CONTINUATION OF PUBLIC HEARING AND FIRST READING OF ORDINANCE NO. 3, SERIES OF Item No. 6: 2014 - APPLICATION BY SNOWMASS ACQUISITION COMPANY, LLC, FOR A MINOR PUD AMENDMENT TO THE BASE VILLAGE PUD IN ORDER TO MODIFY VESTED PROPERTY RIGHTS AND THE TERMS OF THE VESTED PROPERTY RIGHTS, INCLUDING CHANGES TO THE DEVELOPMENT AGREEMENT, FUNDING AGREEMENT AND SUBDIVISION IMPROVEMENTS AGREEMENT Presented By: Julie Ann Woods, Director and Jim Wahlstrom, Senior P nner Community Development Department Core Issues: PLEASE NOTE: THE APPLICANT SUBMITTED ANOTHER REVISION TO THE PROPOSED DEVELOPMENT AGREEMENT ON SEPTEMBER 4, 2014. THIS HAS NOT BEEN THOROUGHLY REVIEWED BY STAFF, BUT IS INCLUDED AS EXHIBIT 2. THIS REVISION WAS RECEIVED AFTER THIS STAFF REPORT WAS DRAFTED. The Public Hearing was opened on August 18, 2014 and was continued to September 8, 2014. On August 28, 2014, the Applicant, Snowmass Acquisition Company, LLC, (SAC), submitted revised versions of the agreements in connection with the pending application for the Minor PUD Amendment to the Base Village P.U.D., pursuant to Land Use Code Section 16A -5- 70(3). SAC is requesting that Town Council review the attached revised agreements (Exhibits 1 and 2) instead of the previously submitted agreements. According to the applicant, the changes to the milestones are consistent with the Planning Commission's Resolution No. 8 Series of 2014. Upon the re- opening of the Public Hearing, Town Council should consider the amendment request pursuant to 16A -5- 70(3). The Town Council shall consider and make a determination as to whether the changes alter the nature of the project from that described in the original submission to such an extent that: a. The amendment should not be allowed; b. The amendment should be allowed, but the Planning 09 -08 -14 TC Packet Commission should have an opportunity to review the amendment and make a recommendation thereon; or c. The amendment should be allowed, and the application should proceed without additional hearings or consideration thereof. The Applicant has stated in their cover letter dated August 28, 2014 that the "revised agreements reflect changes that the Applicant is proposing in light of the public and other comments received during the processing of the application to date. Among other items, these revisions propose additional and /or revised milestone deadlines, consistent with the Planning Commission's recommendations, and now include all exhibits." The Applicant is requesting that the application be deemed amended consistent with the terms of the revised versions. Included with this Staff Report are a series of letters that have been submitted following the first hearing, regarding the proposed amendment; these are included as Exhibit 3. The letters are from: Sally Kauffman, Owner of a Viceroy unit Dr. Jack Schaeffer, Owner of a Viceroy unit Greg Didier, Employed in Snowmass Village Scott Calliham, Business Owner and Resident Bob Sirkus, Resident and Planning Commission Chair For reference, Staff has attached the previous packet from the August 18th Council meeting which includes the Staff Memo; Planning Commission Resolution No. 7, Series of 2014; proposed Town Council Ordinance No. 3, Series of 2014; previous letters from neighbors; and referral comments. This packet is noted as Exhibit 6. Staff has included feedback from the direction provided from Council at the last meeting along with comments and concerns related to the new proposed language included in the Agreements, as presented by the Applicant, in the next section of this staff report. To summarize, should Council agree to accept the amendments of the Applicant and continue with the public hearing, then an appropriate action at the end of the testimony and discussion would be to consider REVISED Ordinance No. 3, Series of 2014 on first reading, continuing the public hearing and setting second reading for September 22, 2014. Description: Comments /Responses to Council Direction In response to the questions and issues brought up by Town Council at the August 18th hearing, Staff, with input from the Town Attorney, offers the following comments /responses: 09 -08 -14 TC Packet 4 1. Continue public hearing; provide legal review of documents for council's consideration. The public hearing was continued by Town Council. The amended Agreements arrived late in the day on Thursday, August 28th. Legal counsel has reviewed the Amended Agreements and has provided written comments to both Staff and Town Council which are attached as Exhibit 4. However, the Town Engineer is unavailable to review the Agreements until after September 15, 2014. 2. What are the implications if the property is "flipped "? Does vesting go away? According to the Development Agreement (recorded 2/6/2006) and the Funding Agreement (recorded 2/6/2006) currently in place, the Developer is limited to who he can assign his rights and obligations to. These include any affiliate of the developer; the Aspen Skiing Company; Intrawest Corp.; or "any entity which succeeds to substantially all of the Developers development rights with respect to the property." This is because the property was "master planned" as a whole. Vesting does not "go away" if the property is conveyed. The vesting runs with the land, so as long as the milestones continue to be met by a subsequent purchaser, the protection enjoyed by the vested development will continue in full force and effect. It should be clear that the "entitlements" remain in place. In other words, the developer or a subsequent purchaser is still entitled to build what was proposed. If vesting is lost or terminated, then the developer would be subject to new regulations approved by the town since the 2004 approvals, including an increase in employee housing mitigation. 3. Force Majeure clause: is there an alternative to having this in the agreements? The Applicant has provided a definition of the term "Event of Force Majeure" to the Development Agreement, Article 1., Item 1. Capitalized Terms and Definitions. If such an event were to happen, the developer could submit a request to the Town (it is recommended that this be a Town Council decision) for confirmation. If the Town determines that such an "event" did not occur, then milestone deadlines would not be extended. Council should decide if they are comfortable with this proposed alternative language. NOTE: In the revised Amendment dated September 4 th , this Force Majeure clause has been changed. 4. Liquidated damages /security if the applicant defaults. It 09 -08 -14 TC Packet 5 was suggested that a clause include charges or a penalty for each day the developer is in default be put into place, along with the opportunity for the developer to "buy back" their vesting through curing and penalties paid. If this approach is the pleasure of the Council as a whole, then this should be discussed with the developer to determine if they are amenable to this suggestion. 5. One Council person stated that the proposal and staff's analysis was vague, and the Planning Commission and staff did not do their work by not addressing the future proposed development. Both the Staff and Planning Commission can only consider the application before them, and not a plan that is proposed to be submitted in the future. The analysis was done based on the amendment submitted (to the Agreements), and the Planning Commission spent two three -hour sessions evaluating the proposal and its merits, putting forward a final recommendation to Town Council in the form of their draft Resolution No. 7, Series of 2014. The recommendations of the Planning Commission have been incorporated into draft Ordinance No. 3, Series of 2014 for Council's consideration. A letter from Planning Commission Chairman Bob Sirkus is included with the letters from the neighbors, attached as Exhibit 3. 6. Need more specific definitions on words such as "substantial completion ", etc. to be clear from a legal perspective what each term means. The applicant has provided more clearly defined terms as part of their amended Development Agreement. Council should decide if this language is acceptable. 7. Why do we need a mediation clause in the agreements? According to legal counsel, a mediation clause isn't required. The amended Development Agreement (Article 1., Item 1. Capitalized Terms and Definitions) has provided a definition of "Cure Period" that includes using the services of a neutral mediator to negotiate a settlement. Council should decide if this language is acceptable. 8. Address the issue of "piecemeal" review; isn't this application a piecemeal approach? Staff does not view this as a "piecemeal" approach because it is consistent with the (albeit non - binding) direction that was given to the applicant during the pre- sketch meetings. Secondly, the Applicant only proposes amendments to the Agreements that affected the project as a whole. The applicant is "entitled" to build what was approved in 2004, and could 09 -08 -14 TC Packet 6 proceed with this plan no matter if the vesting is extended or not. The applicant has indicated that the plan can't be supported in the current marketplace, and has been very upfront about the likely change in types of units. This subsequent plan will be referred out and reviewed when it is submitted, just like any other plan. Again, Staff can only respond to an application that has been submitted, and that is what we have done, finding the application consistent with the review standards. Town Council will need to decide whether they are comfortable with the milestones set forth under the vesting extension amendment to approve the vesting without having an overall PUD Amendment with a revised master plan submitted. Staff understands that some Council members would prefer to see an overall master plan submitted as a PUD amendment before agreeing to extend the vesting. This would be a policy decision by Town Council. 9. Revised draft Agreements reflecting the current position, as negotiated and agreed to by the developer, need to be presented in the packet. Town Attorney, John Dresser, informed the applicant's Attorney last week that Town Council wished to see revised agreements with the attachments included. The revisions were submitted on Thursday, August 28th and have been reviewed by Staff as an amendment to the application which is attached as Exhibit 1. Staff has provided some general review comments about the revised Agreements in the next section of this report. 10. A request was made from one Council person that he wanted to hear from other staff members about the proposal. As with all land use applications, a Staff meeting was held to discuss the proposal and to identify issues that should be brought before the Planning Commission and /or Council. The Staff position, with recommendations for modifications where necessary, represents a consolidated Staff position on the project. At the previous meeting, Town Engineer, Dean Gordon, was in attendance to answer questions. At this meeting, Anne Martens, David Peckler and Attorney John Dresser will be in attendance to answer any questions of Town Council members. If there are other Department Heads that Council thinks should be in attendance at the meeting, members should advise Interim Manager Gary Suiter accordingly. 11. Have other communities instituted a security for private development? To find out if other resort and neighboring 09 -08 -14 TC Packet 7 communities have ever instituted security for private developments, Staff contacted Community Development Directors in Vail, Glenwood Springs, Breckenridge and Mountain Village. None of these communities have ever required security for a private development. Further, the same inquiry was sent to all of Colorado's APA membership, but no responses were received. Comments to Revised Agreement Language Staff has reviewed the proposed amended language in the Agreements and offers the following general comments: First Amendment to Base Village Development Agreement (dated August 28, 2014) Definitions: "Commencement of Construction" should also include "and issuance of a valid building permit." "Cure Period" does not specify a period of days (Staff had previously suggested 15 days), and includes language related to mediation. It wasn't clear if Council wished to include mediation or not as part of this Agreement. "Event of Force Majeure" remains a sticking point for Staff as there are too many "outs" implied in this definition. Staff again recommends that this definition /clause be eliminated. Such clause was not in the original Development Agreement. NOTE: In the revised Amendment dated September 4th, this Force Majeure clause has been changed. "Roundabout, Upper Wood Road and Community Purpose Facility CD Plan Set" are not defined, and should, as a minimum, be specified as 90% Construction Drawings. "Snowmelt System at Garage Entry" should also include the driveway, parking and walkway areas in front of Building 7. "Upper Wood Road Improvements" should include "and related infrastructure, including utilities, sidewalks, grading, bus pull -outs adjacent to Lot 4, and similar improvements." 1.3.2 Effect of Expiration of Vesting. There should be a definition of "buildings for which no construction has commenced" because technically, it could be construed that the parking garage base under Lots 2 and 3 (for the foundations of Buildings 4AB, 5, and 9A/B /C) is considered construction. 09 -08 -14 TC Packet 8 First Amendment to Base Village Funding Agreement (dated August 28, 2014) 2.1 (c) "Plans and Specifications" should be defined, consistent with the Development Agreement. 2.1 (d) (ii) This section includes a new footnote that implies that the maximum amount to the Town for Roundabout improvements may need to be adjusted if the Roundabout has an increased scope of work. The Applicant has been balking at the Town Staff's position that the Roundabout plans need to include improvements to the two bus stops that are integrated into the plans. Staff's position is that the maximum contribution by the Town is $800,000 and all required improvements beyond that are the responsibility of the Applicant. 2.1 (d) (iii) This section needs to include additional language beyond "the standards set forth in Exhibit A ", to include by reference the specifications and construction drawings in the CD set. Exhibit A, Item F. Similar to the concerns raised in 2.1 (d) (ii) above, the enhancements should be determined as part of the CD plan set and should include the two bus stops. Exhibit A should also be dated. Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development (SIA) (dated August 28, 2014) 1. Definitions should be modified and consistent with the Development Agreement. 3. Public Improvements and Landscape Improvement Completed should not include any exceptions, as these are stated in Item 4. This makes it very confusing. An alternative would be to provide a chart that specifies which items have been completed, what needs to be completed, and reference those improvements to a map to clarify the locations of the remaining improvements to be completed. 4. Public Improvements Not Completed. See Item 3 above. Also, future trail connections need to include the segment located just west of the Base Village Phase 1 which is not associated with buildings /lots that have not yet been completed. Item (a) related to Upper Wood Road Improvements should include "and related infrastructure. . ." to be consistent with the Definition in the Development Agreement. 6. Security for Improvements (e) references the "two -year warranty described in Paragraph 2 above ", but that paragraph does not state a two -year period. Further, the paragraph references ". . 09 -08 -14 TC Packet 9 09 -08 -14 TC Packet 10 the letter of credit or payment and performance bond shall be maintained by the Developer for the warranty period described in paragraph 1 above..." should cite paragraph 2. 6.(f) refers to in the event of weather or other factors which is similar language to the Force Majeure which Staff is recommending be eliminated. Exhibit 1 (Public Improvements) should include a date as this may change. As mentioned previously, Staff is also recommending that specific language be added to the Agreements that ensures that any "construction interruptions" (per Sec. 16A -5 -310 (9)) that occur as happened during the recession, would be properly mitigated. This was not specifically addressed in the proposed agreements. Other Comments Included as Exhibit 5 is an updated referral report from Anne Martens, Public Works Director. Attachments: Exhibit 1 Cover letter and Amended Agreements from SAC dated August 28, 2014 Exhibit 2 Cover Letter dated September 4, 2014 requesting a Revision to the Amended Agreement (Exhibit 1), including revised First Amendment to Base Village Development Agreement (and redline version) Exhibit 3 Letters from public Exhibit 4 Comments from Town Attorney Exhibit 5 Referral comments from Public Works Director Exhibit 6 Council Packet from August 18, 2014, including Planning Commission resolution, draft ordinance, previous letters, and referral comments Financial Impact: There are no additional revenues proposed in the 2015 Budget as a result of this application. It should be noted, however, that if the footnote in the First Amendment to Base Village Funding Agreement (dated August 28, 2014) at 2.1 (d) (ii), is allowed to go forward, there will be additional contribution on the part of the Town related to the Roundabout bus stop improvements. An estimate of this additional cost would need to be developed by the Town Engineer. From an economic standpoint, the financial impact to the Town is s eculative at best. One could argue that denying the vesting 09 -08 -14 TC Packet 10 09 -08 -14 TC Packet 11 extension could curtail any development in the Base Village for some time, which could further impact land values within the Village. On the flip side, approving the vesting extension could stimulate new development in Base Village and throughout the Village, due to pent up demand and increased confidence in the local economy. Again, this is speculative and is best left to the Town Council to evaluate. Council Options: Town Council may approve, approve with conditions or deny the request for the vesting extension, pursuant to attached Ordinance No. 3, Series of 2014. Staff Recommendation: The proposed language in the Agreements should be modified to address Staff and Legal Counsel concerns pointed out to Town Council. Staff continues to support the extension of the vested rights, provided the milestones can be achieved and language in the Agreements satisfy Town Council. Although Staff continues to recommend a more conservative initial three (3) year vesting to 2017 with an automatic extension to November 3, 2019, the Planning Commission's recommendation of a four (4) year extension to November 3, 2018 has been put forward in the attached ordinance for Council's consideration. Staff recommends Town Council approve Ordinance No. 03, Series of 2014, on first reading and continue the public hearing to September 22, 2014 at 4:00 PM. 09 -08 -14 TC Packet 11 1 TOWN OF SNOWMASS VILLAGE 2 TOWN COUNCIL 3 4 ORDINANCE NO. 3 5 SERIES OF 2014 6 AN ORDINANCE REGARDING A MINOR PUD AMENDMENT TO BASE VILLAGE 7 INVOLVING REQUESTED VESTED RIGHTS EXTENSION, AND COMPLETION OF 8 CERTAIN PUBLIC IMPROVEMENTS, AND TIMEFRAME FOR COMPLETION OF 9 CERTAIN PRIVATE IMPROVEMENTS. 10 WHEREAS, the Base Village Final Planned Unit Development ( "BV PUD ") was 11 approved by Town Council Ordinance No. 21, Series of 2004 ( "Ordinance 21"), which 12 was amended and updated by Ordinance No. 03, Series of 2007; and 13 14 WHEREAS, Snowmass Acquisition Company ( "Applicant" and "Owner"), a 15 Delaware limited liability company, submitted a Minor PUD Amendment application on 16 June 30, 2014 as updated for completeness July 7, 2014, requesting a five —year 17 extension to November 3, 2019 of the deadline under the Development Agreement for 18 the initial vesting for Base Village while maintaining the overall vesting deadline of 19 November 3, 2024; and proposing certain amendments to the Development 20 Agreement, the Funding Agreement and the Subdivision Improvements Agreement that 21 include provisions for securing the completion of the roundabout and other public 22 improvements in relation to the milestones proposed for the vesting extension; and 23 24 WHEREAS, a meeting was held before the Planning Commission on July 23, 25 2014 and continued to at a meeting on August 6, 2014, whereby the Planning 26 Commission received a presentation by the Applicant, and heard the recommendations 27 of the Town Staff, reviewed the application and acted upon Resolution No. 7, Series of 28 2014, providing recommended conditions to the Town Council; and 29 30 WHEREAS, a public hearing notice was printed in the Snowmass Sun on July 31 30, 2014 for the Town Council meeting on August 18, 2014. The applicant submitted 32 executed affidavits for the mailing and posting of the public hearing notice; and 33 34 WHEREAS, the Town Council conducted a public hearing and reviewed the 35 application for the Minor PUD Amendment on Base Village vesting, on August 18, 2014, 36 for first reading, with the second reading scheduled for September 8, 2014; and 37 38 WHEREAS, the Minor PUD Amendment was processed pursuant to the 39 procedures outlined in Section 16A -5 -390 of the Land Use and Development Code 40 ( "Municipal Code "). 41 42 NOW, THEREFORE, BE IT ORDAINED, by the Town Council of the Town of 43 Snowmass Village, Colorado: 44 09 -08 -14 TC Packet 12 TC Ord. 3, Series of 2014 Page 2 of 7 45 Section One: General Findings. The Town Council finds that: 46 47 1. The Applicant has submitted sufficient information pursuant to Section 16A -5- 48 390 of the Municipal Code to permit the Town Staff, Planning Commission and 49 Town Council an adequate review of the proposed Minor PUD Amendment. 50 51 2. The Applicant sufficiently met the public hearing notice requirements pursuant 52 to Section 16A -5 -60, `Notice of public hearings.' 53 54 3. The application is consistent with the applicable review standards specified 55 within Section 16A -5- 390(3) of the Municipal Code. 56 57 4. In accordance with Municipal Code Section 16A- 5- 90(d), `Vested property 58 rights / Term of Vested Right,' it states: "Rights which have been vested as 59 provided herein shall remain so vested for a period of three (3) years, unless 60 extended by the Town Council in its complete discretion on a case -by -case 61 basis. The Town Council shall consider both the needs of the Town and the 62 property owner in determining to extend a vested property right beyond three 63 (3) years. Any such extension shall be in the form of a development 64 agreement duly authorized and executed by the landowner or landowners 65 involved and approved by ordinance. The Town Council may impose 66 reasonable conditions upon any such extension. 67 68 Town Council has complete discretion on the vested rights matter or extension 69 thereof. However, inasmuch as the Planning Commission is authorized to 70 review and recommend on proposed PUD Amendments, and the vesting 71 extension is part of the application, the Planning Commission did offer specific 72 findings and recommendations as set forth in Resolution No. 7, Series of 2014 73 for the Town Council's consideration. 74 75 5. As the initial Minor PUD Amendment submission dated June 30, 2014 76 proposed only text revisions to the affected companion agreements, the 77 Planning Director has determined that the Base Village PUD should be treated 78 as a Minor PUD Amendment versus a Major PUD Amendment in accordance 79 with Municipal Code Section 16A -5- 390(1). 80 81 6. As further noted within Section Two below for the specific findings, the 82 application, with proposed modifications recommended by Staff and the 83 Planning Commission, is consistent with all of the applicable review standards 84 specified within Section 16A -5- 390(3) of the Municipal Code. 85 86 Section Two: Specific Findings. The Town Council specifically finds that: 87 88 1. Pursuant to Section 16A- 5- 390(3)a of the Municipal Code, the proposed 89 application is consistent with, or an enhancement of, the original PUD 90 approval because it provides a series of milestones to be met that will 09 -08 -14 TC Packet 13 TC Ord. 3, Series of 2014 Page 3 of 7 91 ensure certain public and private improvements will be completed as 92 part of the Base Village project. 93 94 2. Pursuant to Section 16A- 5- 390(3)b of the Municipal Code, the proposed 95 amendment should not have a substantially adverse effect on the 96 neighborhood surrounding the land where the amendment is proposed, 97 or have a substantially adverse impact on the enjoyment of land abutting 98 upon or across the street from the subject property. The Town Council 99 finds that the neighborhood has been, and continues to be, adversely 100 impacted due to the delay in construction of both the public and private 101 improvements initially caused by the recession, but notes that many of 102 the improvements identified in the previous agreements have been 103 completed. With respect to the remaining required public improvement 104 items described in the Funding Agreement and the Subdivision 105 Improvement Agreement that have yet to be completed, the inclusion of 106 milestones in the Development Agreement for completion of these items, 107 together with the provision of financial security for completion of some of 108 these items will help to keep these improvements on a schedule that will 109 bring to an end the negative impact on the neighborhood surrounding 110 the Base Village PUD from the delay in completing these public 111 improvements. 112 113 3. Pursuant to Section 16A- 5- 390(3)c of the Municipal Code, the proposed 114 amendment does not describe any change in the basic character of the 115 PUD or surrounding areas although it should be noted that the proposed 116 amendment does require submission of another proposed amendment 117 to the PUD by October 15, 2014 which may make changes to the basic 118 character of the PUD. 119 120 4. Pursuant to Section 16A- 5- 390(3)d of the Municipal Code, the proposed 121 amendment complies with the other applicable standards of Division 3, 122 PUD, including but not limited to Section 16A- 5- 300(c), General 123 Restrictions, and Section 16A -5 -310, Review Standards, because the 124 amendment proposes text amendments to written agreements without 125 describing any design changes, although as noted above the proposed 126 amendment does require submission of another amendment to the PUD 127 by October 15, 2014. 128 129 5. Pursuant to Section 16A -5- 310(1), the Town Council finds that the 130 completion of outstanding public improvements would assist in fulfilling 131 the Comprehensive Plan objectives and policies. 132 133 6. Pursuant to Section 16A -5- 310(2), the Town Council finds that this 134 Section on Community Character is not applicable because the 135 proposed amendment describes no design changes to the PUD. 136 09 -08 -14 TC Packet 14 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 TC Ord. 3, Series of 2014 Page 4 of 7 7. Pursuant to Section 16A -5- 310(3), the Town Council finds that this Section is not applicable because the applicant has described no design changes to the PUD that would modify the creative approach to the project. 8. Pursuant to Section 16A -5- 310(4), the Town Council finds that the installation of the outstanding landscaping would benefit the town and surrounding properties, and that the milestones established for completion of these improvements linked to the extension of vesting will more likely ensure compliance by the applicant. 9. Pursuant to Section 16A -5- 310(5), the Town Council finds that this Section on development evaluation standards is not applicable because the application describes no design changes to the PUD. 10. Pursuant to Section 16A -5- 310(6), the Town Council finds that this Section on suitability for development is not applicable because the application describes no design changes to the PUD. 11. Pursuant to Section 16A -5- 310(7), the Town Council finds that this Section on spatial pattern is not applicable because the application describes no proposed design changes to the PUD. 12. Pursuant to Section 16A -5- 310(8), the Town Council finds that this Section on phasing is only partially applicable because the application describes no proposed phasing changes to the PUD. However, the delayed pace and phasing of construction has and could continue to harm the community as a whole. Further delays of public improvements do not meet the code standard of `as early in the project as reasonable.' Contrarily, the applicant's proposal including milestones that could limit vesting and the provision of financial security for completion increases the likelihood that the installation of public improvements will in fact be reasonably implemented or fulfilled in the project as previously required. 13. Pursuant to Section 16A -5- 310(9), the Town Council finds that this Section on construction interruptions has not been addressed in the proposed agreements, and it would be in the Town's best interest to have specific language, to be approved by the Town attorney, that the developer provide a reasonable restoration and /or remediation contingency plan to mitigate impacts resulting from any potential extended interruption of construction affecting the community as a whole. Surety or security may be necessary to ensure implementation of the plan. 14. Pursuant to Section 16A -5 -90, to grant the applicant the desired vesting extension, Town Council finds that it has adequately weighed the 09 -08 -14 TC Packet 15 TC Ord. 3, Series of 2014 Page 5 of 7 183 interest of the Town along with the interests of the property owner based 184 upon a site specific site plan, which has been referenced in the proposed 185 Development Agreement amendment. 186 187 Section Three: Action. The Town Council hereby approves the following proposal 188 subject to the conditions in Section Four below: 189 190 1. The Minor PUD Amendment to Base Village vested rights extension and the 191 completion of public improvements and other private improvements as 192 summarized in Tables 1, 2 and 3 attached as Exhibit "A" incorporated herein, and 193 that serve as the basis for the revised Development Agreement, Funding 194 Agreement and Subdivision Improvements Agreements, to be reviewed and 195 approved by the Town Attorney. 196 197 Section Four: Conditions. The applicant shall comply with the following conditions: 198 199 1. The Applicant's vested rights for the Base Village PUD is hereby extended for 200 four years to November 3, 2018. Provided the milestones set forth in the 201 Development Agreement are achieved, as set forth in Exhibit A, Table 1, the 202 Applicant will be awarded a second automatic extension of vested rights to 203 November 3, 2019. If all proposed milestones for the project are achieved, then 204 vested rights shall be extended automatically to November 3, 2024, which is 205 consistent with the original PUD or an enhancement of the PUD. 206 207 2. The Applicant shall meet the milestones as described in revised Table 1 dated 208 7/23/2014, revised 8/6/2014 (attached as Exhibit A) in order to facilitate more 209 timely public improvements and private investment that will result in no adverse 210 impact on the neighborhood surrounding the land where the amendment is 211 proposed, or have a substantially adverse impact on the enjoyment of land 212 abutting upon or across the street from the subject property. 213 214 3. The Applicant shall eliminate the Force Majeure Events language in the 215 Agreements, and the final language proposed by the applicant in the 216 Development Agreement, Funding Agreement and Subdivision Improvements 217 Agreements must be reviewed and approved as to form by the Town Attorney. 218 219 4. The Applicant shall provide specific language to the Agreements that ensures 220 that any "construction interruptions" (per Sec. 16A -5 -310 (9)) that occur as 221 happened during the recession, will be properly mitigated. 222 223 5. The Applicant shall deliver proposed cost estimates reflective of the expected 224 costs upon completion of construction drawings for both the roundabout and 225 Upper Wood Road prior to the posted security deadline. What is considered 226 acceptable shall be approved by the Town Engineer. 227 09 -08 -14 TC Packet 16 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 TC Ord. 3, Series of 2014 Page 6 of 7 6. The Applicant shall provide the Town with the financial surety, in form and substance satisfactory to the Town Attorney, for the proposed public improvements (based on preliminary cost estimates approved by the Town Engineer) within' 30 days of approval of this Minor PUD Amendment. The surety will be updated within 30 days after the Town Engineer approves final cost estimates for each public improvement, but no later than January 1, 2015 for the roundabout and January 1, 2016 for the Upper Wood Road improvements. 7. The Applicant shall complete the permanent Buildings 7 and 8, including the emergency clinic, on Lot 3 by December 31, 2018. 8. The Applicant shall file by October 15, 2014 a comprehensive PUD Amendment that addresses the entire Base Village PUD to avoid a piecemeal approach that will not serve the purpose of considering the entire development and appropriate mitigation for the PUD as a whole. 9. The Applicant shall amend the "cure period" for any default by the applicant to be a 15 day cure period in the Agreements. Section Five. Severability. If any provision of this Ordinance or application hereof to any person or circumstance is held invalid, the invalidity shall not affect any other provision or application of this Ordinance which can be given effect without the invalid provision or application, and, to this end, the provisions of this Ordinance are severable. INTRODUCED, READ, AND APPROVED on first reading by the motion of Town Council Member and the second of Town Council Member by a vote of in favor and against, on this 18th day of August, 2014. READ, APPROVED AND ADOPTED on second reading by the motion of Town Council Member and the second of Town Council Member by a vote of in favor and against, on this 8th day of September, 2014. ATTEST: Rhonda B. Coxon, Town Clerk 09 -08 -14 TC Packet 17 TOWN OF SNOWMASS VILLAGE Bill Boineau, Mayor TC Ord. 3, Series of 2014 Page 7 of 7 274 APPROVED AS TO FORM: 275 276 277 278 279 John C. Dresser, Jr., Town Attorney 280 281 Incorporated Attachments: 282 Exhibit "1" Includes: Attachment "A" First Amendment to Base Village Development Agreement Attachment "B" Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development Attachment "C" First Amendment to Base Village Funding Agreement 09 -08 -14 TC Packet 18 SNOWMASS ACQUISITION COMPANY LLC 16 Kearns Road, 3rd Floor PO Box 6565 Snowmass Village CO 81615 August 28, 2014 Town of Snowmass Village Planning Department 130 Kearns Road Snowmass Village CO 81615 Attn: Julie Ann Woods Dear Julie Ann: Exhibit 1 On behalf of the SNOWMASs ACQUISITION COMPANY LLC, a Delaware limited liability company (the "Applicant ") we are submitting revised versions of the following agreements in connection with the pending application for Minor PUD Amendment to the Base Village P.U.D., pursuant to Land Use Code Section 16A -5- 70(3). First Amendment to Base Village Development agreement. 2. Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development. First Amendment to Based Village Funding Agreement. These revised agreements reflect changes that the Applicant is proposing in light of the public and other comments received during the processing of the application to date. Among other items, these revisions propose additional and /or revised milestone deadlines, consistent with the Planning Commissions recommendations, and now include all exhibits. We request that these revised agreements be considered by the Town Council at the public hearing on September 8, 2014, We recognize that these versions of the proposed agreements are different than the agreements with the original Application, and we would ask that the application be deemed to be amended consistent with the terms of the enclosed versions. Please contact me if you have any questions. Thank you. SNOWMA 4CQUISITION COMPANY LLC A Delaw e limited lia i y company BUS-RE/5373320.1 09 -08 -14 TC Packet 19 First Amendment to 09 -08 -14 TC Packet 20 ^ r E` ,i FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT (this "First Amendment ") dated as of , 2014 between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY, LLC ( "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and Intrawest /Brush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Base Village Development Agreement dated as of November 4, 2004, recorded as Reception No. 520495 in the real property records of Pitkin County, Colorado (the "Development Agreement "). B. The Development Agreement describes the "Vested Property Rights ", as such term is defined in the Town Municipal Code (the "Code ") associated with the Base Village Planned Unit Development (the "Base Village Project ") approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the records of Pitkin County, Colorado, as amended (the "Ordinance "). C. The Town and Developer now desire to amend the Development Agreement as more particularly set forth herein. NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: ARTICLE I VESTED RIGHTS 1. Capitalized Terms and Definitions. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Development Agreement. "Commencement of Construction" means the execution of a binding construction contract and mobilization by the general contractor pursuant to the construction contract. "Cure Period" means (_ _) days after the the failure of the Developer to observe or perform any of its obligations under any of the milestone dates under Section 1.3.1 in any material respect. During the Cure Period, Developer and the Town shall seek diligently and in good faith to negotiate a settlement, using the services of a neutral mediator if either party so requests. The conduct of such negotiations, or the failure of such negotiations to achieve a settlement, shall not affect the other rights and remedies of the parties under this Agreement. "Event of Force Majeure" means the Developer's performance of work is unreasonably delayed, disrupted or interfered with due to fire or an unavoidable casualty loss, unusual delay in delivery, court injunction stopping work, public referendum or other court challenge, the applicable milestone deadlines affected by the Event of Force Majeure will be extended for a period of time equal to the duration of the Event of Force Majeure. Event of Force Majeure also includes any other causes reasonably beyond the Developer's control; provided however, that if BUS-RE/5373656.1 09 -08 -14 TC Packet 21 the Developer claims that an Event of Force Majeure has occurred arising from any other causes reasonably beyond the Developer's control, the Developer will submit a request to the Town including an explanation and relevant facts and circumstances giving rise to the claim for a determination of Force Majeure by the [Community Development Director] as to whether or not such facts or circumstances constitute causes reasonably beyond the Developer's control and therefore an Event of Force Majeure, and if so the duration of the Event of Force Majeure. If the Town determines in exercise of its good faith judgment that such facts or circumstances constitute causes reasonably beyond the Developer's control and therefore an Event of Force Majeure has occurred, the milestone deadlines affected by that Event of Force Majeure will be extended for a period of time equal to the duration of the Event of Force Majeure. If the Town determines in exercise of its good faith judgment that an Event of Force Majeure has not occurred, the milestone deadlines affected by that Event of Force Majeure will not be extended. "Event of Nonperformance" means the failure of the Developer to perform any of the tasks or work set forth in Section 1.3.1 below by the applicable milestone date(s) in any material respect, and the continuance of such failure to perform beyond the expiration of the Cure Period. "Final Completion" of a public improvement means the public improvement has achieved Substantial Completion (including landscaping) and the Developer has delivered a Certification of Completion for the public improvement from an engineer licensed in Colorado to the Town Manager of the Town for acceptance. "Minor PUD Amendment for Vesting" means Ordinance No. , Series of 2014 dated , 2014, approving the Developer's Minor PUD Amendment application to modify the Vested Property Rights of the Base Village PUD. "Snowmelt System at Garage Entry" means the snowmelt system at the entrance /exit to the parking garage off Wood Road. "Substantial Completion" of a public improvement means that the entire scope of work for that public improvement (other than any required landscaping) is sufficiently complete so that the public can occupy or utilize the public improvement for its intended use and that a Certification of Completion for the public improvement has been issued by an engineer licensed in Colorado. "Substantial Completion" of a private improvement means that an improvement is sufficiently complete so that the public (or the owner with respect to the private improvements) can occupy or utilize the improvement for its intended use and a temporary certificate of occupancy has been issued by the Town for the improvement. "Upper Wood Road Improvements" means the improvements necessary to complete the road overlay, curb and gutter and bus shelter near the Enclave for Upper Wood Road. 2. Duration. Section 1.3 of the Development Agreement is amended and restated to read in its entirety as follows: "1.3.1 Duration. In consideration of Developer's performance of its obligations undertaken in the Other Agreements and in recognition of the time and expense required to complete the development of the Property and the effect of varying economic cycles and market conditions, the Town has concluded and agrees that the Vested Property Rights are vested and shall continue to remain vested for a period commencing on November 4, 2004 and expiring on November 3, 2018 (the "First Interim Vesting Extension Date "). 2 BUS-RE/5373656.1 09 -08 -14 TC Packet 22 If the Developer has caused the tasks or work described in the each of the milestone deadlines set forth below to be completed in Section 1.3. La through Section 1.3. Lp on or before the First Interim Vesting Extension Date, the Vested Property Rights shall be automatically extended for another one (1) year period expiring on November 3, 2019 (the "Second Interim Vesting Extension Date "). If the Developer has caused the tasks or work described in the milestone deadline set forth below in Section 1.3. Lq to be completed on or before the Second Interim Vesting Extension Date, the Vested Property Rights shall be automatically extended for another five (5) year period expiring on November 3, 2024. Unless expressly provided to the contrary therein, all modifications and amendments to the Ordinance or any other material related to the development of the Property shall become part of the Vested Property Rights recognized hereunder automatically upon approval by the Town in such vesting shall last throughout the term of the vested rights. Notwithstanding the foregoing, the Vested Property Rights granted under Article I of this Agreement will not be automatically extended and are subject to early expiration if the Developer is subject to an Event of Nonperformance as to any of the tasks or work described below on or before the applicable deadline(s), subject to the Cure Period and any Event of Force Majeure: a. October 1, 2014 — Submit Construction Documents Plans for the Roundabout: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Roundabout (the "Roundabout CD Plan Set "). The Roundabout CD Plan Set shall set forth in detail the requirements for construction of the Roundabout and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Roundabout. b. October 15, 2014 — Submit Applications) for PUD Amendment: This date is the deadline for Developer to submit an application to amend the PUD for Lots 2, 3, & 4 and a comprehensive update of all approval and PUD documents affected by such application (the "PUD Amendment Application "). At the option of the Developer, the PUD Amendment Application may include Lot 8 (Building 13B), if the Developer determines that changes are necessary to the current approved plans for such lot(s) or building(s). The Developer anticipates that the date of final Town approval of the PUD Amendment Application will be May 31, 2015 (the "PUD Amendment Action Date "). The submission date for the PUD Amendment Application shall be subject to Section 1.3.2. Insofar as the Developer does not control the approval process, the PUD Amendment Action Date is not subject to the provisions of Section 1.3.2. If the approval of the PUD Amendment Application (including the expiration of all appeals or any public referendum) is not achieved by the PUD Amendment Action Date, the milestone deadlines below (other than Substantial Completion of Community Facility (Section 1.3. Lo), Substantial Completion of Lot 3 (Section 1.3. Lp), and Substantial Completion of Lot 3 (Section 1.3. Lq)), would each be automatically extended for one year. C. Submit and Provide Financial Guarantees for Roundabout Upper Wood Road Improvements and Snowmelt System at Garage Entry: The Developer has delivered to the Town Engineer preliminary cost estimates for the expected costs for the Roundabout, Upper Wood Road Improvements and Snowmelt System at Garage Entry ( "Public Improvements ") for approval by the Town Engineer. Within thirty (30) days BUS-RE/5373656.1 09 -08 -14 TC Packet 23 after Town approval of the Minor PUD Amendment for Vesting, the Developer the Developer shall deliver (i) a letter of credit (ii) a payment and performance bond or (iii) other security which is reasonably acceptable to the Town (hereinafter, the "Performance Security "), based on such preliminary cost estimates. The amount of the Performance Security shall be the difference between (x) one hundred percent (100 %) of the cost of constructing the Public Improvements, and (y) any amounts to be contributed by the Town under the Funding Agreement (as amended). Within 30 days after the Town Engineer approves the final cost estimates for these Public Improvements, and to the extent that the final cost estimates differ from the preliminary cost estimates, the financial security will be adjusted to equal the final cost estimates. d. June 1, 2015 — Commencement of Construction of Roundabout: This date is the deadline for Commencement of Construction of the Roundabout. e. July 1, 2015 - Commencement of Construction of Building 13B: This date is the deadline for Commencement of Construction of Building 13B. f. October 1, 2015 — Submit Construction Documents Plans for the Upper Wood Road Improvements: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Upper Wood Road Improvements (the "Upper Wood Road CD Plan Set'). The Upper Wood Road CD Plan Set shall set forth in detail the requirements for construction of the Upper Wood Road Improvements and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Upper Wood Road Improvements. g. November 1, 2015 — Substantial Completion of Roundabout: This date is the deadline for Substantial Completion of construction of the Roundabout. h. July 1, 2016 —Final Completion of Roundabout: This date is the deadline for Final Completion of construction of the Roundabout. L October 1, 2016 — Submit Construction Documents Plans for the Community Purpose Facility: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Community Purpose Facility (the "Community Purpose Facility CD Plan Set'). The Community Purpose Facility CD Plan Set shall set forth in detail the requirements for construction of the Community Purpose Facility and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Community Purpose Facility. j. December 31, 2016 - Substantial Completion of Building 13B: This date is the deadline for Substantial Completion of construction of Building 13B. k. May 1, 2017 — Commencement of Construction of Upper Wood Road Improvements: This date is the deadline for Commencement of Construction of the Upper Wood Road Improvements. 1. May 1, 2017 — Commencement of Construction ofSnowmeltSystem at Garage Entry: This date is the deadline for Commencement of Construction of the Snowmelt System at Garage Entry. N BUS_RE /5373656. I 09 -08 -14 TC Packet 24 m. November 1, 2017 - Substantial Completion of Upper Wood Road Improvements: This date is the deadline to achieve Substantial Completion of construction of the Upper Wood Road Improvements. n. November 1, 2017 - Substantial Completion ofSnowmelt System at Garage Entry: This date is the deadline to achieve Substantial Completion of construction of the Snowmelt System at Garage Entry. o. November 1, 2018 - Substantial Completion of Community Facility: This date is the deadline to achieve Substantial Completion of construction of the Community Facility. P. November 1, 2018 - Substantial Completion of Lot 3: This date is the deadline for Substantial Completion of construction of Lot 3, including Building 7 and Building 8 with the medical clinic space. q. November 1, 2019 - Substantial Completion ofLot 2: This date is the deadline for Substantial Completion of construction of Lot 2. 1.3.2 Effect of Expiration of Vesting. Subject to Sections 1.3.3 to 1.3.5 below, the tasks or work to be performed as described in the each of the milestone deadlines in Section 1.3.1 above must be performed in order to obtain the automatic extensions of Vested Property Rights under Section 1.3.1. The occurrence of any Event of Nonperformance will result in the expiration of the Vested Property Rights created under this Agreement, as amended with respect to any buildings for which no construction has commenced as of the date of such Event of Nonperformance. 3. Notices. Section 4.8 of the Development Agreement is hereby amended to change the addresses for notices to the Developer as follows: If to Developer: SNOWMASS ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street Aspen CO 81611 Attn: B. Joseph Krabacher 4. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same First Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. 5. Ratification. Except as expressly set forth in this First Amendment, all other terms and conditions of the Development Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby. BUS-RE/5373656.1 09 -08 -14 TC Packet 25 6. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] BUS-RE/5373656.1 09 -08 -14 TC Packet 26 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 7 BUS-RE/5373656.1 09 -08 -14 TC Packet 27 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company in BUS-RE/5373656.1 Name: Title: 09 -08 -14 TC Packet 28 First Amendment to .• or •.- - 09 -08 -14 TC Packet 29 Attachme�nt E3 FIRST AMENDMENT TO BASE VILLAGE FUNDING AGREEMENT THIS FIRST AMENDMENT TO BASE VILLAGE FUNDING AGREEMENT (the "First Amendment') is entered into to be effective as of , 2014, between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY, LLC (the "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and Intrawest /Brush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Base Village Funding Agreement dated as of November 4, 2004, recorded as Reception No. 520496 in the real property records of Pitkin County, Colorado (the "Funding Agreement'). B. The Funding Agreement sets forth certain public improvements and contributions that must be completed in connection with the development of the Base Village Planned Unit Development (the "Base Village Project') approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the of Pitkin County, Colorado, as amended (the "Ordinance "). C. The Town and the Developer now desire to amend the Funding Agreement as more particularly set forth herein. AMENDMENT NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: 1. Capitalized Terms. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Funding Agreement. 2. Developer Contributions Completed. Except as set forth in Section 3 below, the following Developer Contributions under the Funding Agreement have been made and accepted, and the obligations of the Developer under the Funding Agreement have been satisfied: (a) Construction of Wood Road Bridge under Section 2.1 of the Funding Agreement; (b) Lower Brush Creek Road Improvements under Section 2.2 of the Funding Agreement; (c) Highway 82 Improvements under Section 2.3 of the Funding Agreement; (d) Town Recreation Facility Contribution under Section 2.4 of the Funding Agreement; (e) Brush Creek Restoration Section 2.5 of the Funding Agreement; (f) Purchase of Fire Truck under Section 2.6 of the Funding Agreement; BUS-RE/5373658.1 09 -08 -14 TC Packet 30 and (g) Contribution to Holy Cross Energy under Section 2.7 of the Funding Agreement; (h) General Improvement District under Section 2.8 of the Funding Agreement. Construction of Roundabout. Section 2.1 of the Funding Agreement is amended to read in its entirety as follows: "2.1 Construction of Roundabout. (a) The development of the Base Village Project requires that a traffic roundabout and bridge be constructed at the intersection of Wood Road and Brush Creek Road. As of the date hereof, the Developer has completed construction of the Wood Road bridge portion of the Brush Creek/Wood Road Roundabout and Bridge (the "Bridge ") and the Town has accepted the Bridge, but the Developer has not yet commenced construction of the roundabout portion thereof (the "Roundabout "). The design and construction costs of the Roundabout have been estimated to be Three Million Five Hundred Thousand Dollars ($3,500,000.00). (b) In accordance with the Ordinance, the Town's contribution to the design and construction of the Roundabout and Bridge was fixed at $2,000,000.00. The Town has previously paid or credited the Developer an amount equal to $1,200,000.00 for the costs incurred by the the Developer's predecessor in interest to design and construct the Bridge. (c) Developer will submit plans and specifications to the Town by October 1, 2014 (collectively, the "Plans and Specifications ") for construction of the Roundabout (the "Roundabout Work "). Developer will enter into a construction contract with a contractor for construction of the Roundabout Work, with a stipulated sum or guaranteed maximum price for all of the Roundabout Work (the "Construction Contract "). Developer will commence the Roundabout Work shown by the final Plans and Specifications, as approved by the Town Engineer, on or before June 1, 2015. (d) In addition to such other terms and conditions agreed by the Developer and the Town, each acting reasonably, agree to the following provisions: (i) The Developer shall provide to the Town a copy of the agreements between (A) the Developer and its engineers for the design of the Roundabout (the "Design Contract "), and (B) the Developer and contractor under the Construction Contract (the "Construction Contract "); (ii) After the Developer provides the Town a copy of each of the Design Contract and the Construction Contract, the Town shall pay all costs incurred for the design and construction of the Roundabout, up to a maximum amount of $800,000.00,1 as and when such costs are incurred by the Developer and shall pay to the Developer such sums within 30 days after receiving written request therefor from the Developer, which written request shall include copies of all applicable bills, invoices and conditional lien ' The exact amount is subject to adjustment in the event the Roundabout Work has an increased scope requested or required by the Town that would not otherwise be required by the existing approvals or are beyond the building code requirements/ requirements of the Roaring Fork Transit Authority currently in effect. OA BUS-RE/5373658.1 09 -08 -14 TC Packet 31 waivers relating to such costs, subject to the review and reasonable approval of the Town Engineer; and (iii) The Roundabout shall be constructed in accordance with the standards attached as Exhibit A. (e) Prior to the date that the Developer commences any construction work on Carriage Way or Wood Road (excluding the installation of utility infrastructure in connection with the Base Village Project), the Developer shall have posted the "Performance Security" with the Town as required by the the Second Amendment to the Base Village Subdivision Improvements Agreement for the Roundabout." 4. Notices. Section 5.6 of the Funding Agreement is hereby amended to change the addresses for notices to the the Developer as follows: If to the Developer: SNOWMASS ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3`d Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street Aspen CO 81611 Attn: B. Joseph Krabacher 5. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same First Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. 6. Ratification. Except as expressly set forth in this First Amendment, all other terms and conditions of the Funding Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby. 7. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] BUS-RE/5373658.1 09 -08 -14 TC Packet 32 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Funding Agreement to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 0 BUS-RE/5373658.1 09 -08 -14 TC Packet 33 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Funding Agreement to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company LIM BUS-RE/5373658.1 Name: Title: 09 -08 -14 TC Packet 34 EXHIBIT A (Roundabout Standards) A. Design shall be in accordance with National Cooperative Highway Research Program Report 672 of the U.S. Department of Transportation Federal Highway Administration "Roundabouts: An Informational Guide ", Second Edition, 2010. B. Brush Creek Road is classified as an arterial and should be designed for a 25 mph design speed. C. Variances may be allowed for grades up to ten percent (10 %) on the Brush Creek Road approaches and up to four percent (4 %) across the Roundabout subject to the approval of the Town Engineer. The Design shall be generally consistent with the preliminary plan prepared by SGM. D. Roundabout shall be designed to operate at a level of service C or better during peak traffic conditions as determined using either ARCADY or SIDRA roundabout design software and peak traffic conditions as presented in "Snowmass Base Village and Outlying Parcels, Transportation Analysis and Parking Management Strategy ", by Felsburg, Holt and Ullevig, March 2004, as amended. E. Signage shall be approved by the Town Engineer. F. Enhancements for the roundabout shall include, but not be limited to, lighting, irrigated landscape improvements, both in the center of the roundabout and on roadway approaches, pedestrian movement facilities and decorative concrete and /or pavers. The Town reserves the right to make final determination of required enhancements. The intent of the enhancements will be to use reasonable efforts to present a roundabout that is generally equal to or better than the quality and appearance of the roundabout on the south side of the West Vail exit adjacent to Gore Creek. G. Reconnection to Upper Kearns road shall be included in the project. The design shall be for a local road classification, 25 mph design speed, and the lane width coordinated with the Snowmass Center redevelopment plan. N BUS-RE/5373658.1 09 -08 -14 TC Packet 35 Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development 09 -08 -14 TC Packet 36 ^ttac:h mint SECOND AMENDMENT TO SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE BASE VILLAGE PLANNED UNIT DEVELOPMENT THIS SECOND AMENDMENT TO SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE BASE VILLAGE PLANNED UNIT DEVELOPMENT (this "Second Amendment ") is entered into to be effective as of , 2014, between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY, LLC (the "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal. corporation (the "Town "). RECITALS A. The Town and Intrawest/Brush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Subdivision Improvements Agreement for the Base Village Planned Unit Development dated as of November 4, 2004, recorded as Reception No. 520485 in the real property records of Pitkin County, Colorado (the "Records ") as amended by the First Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development dated as of December 30, 2008 (collectively, the "SIA "). B. The SIA sets forth certain public infrastructure improvements and landscape improvements (the "Public Improvements ") that must be completed in connection with the development of the Base Village Planned Unit Development approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the Records ( "Base Village "). C. The Town and Developer now desire to amend the SIA as more particularly set forth herein. AMENDMENT NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: 1. Capitalized Terms and Definitions. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the SIA. "Commencement of Construction" means the execution of a binding construction contract and mobilization by a general contractor. "Final Completion" of a public improvement means the public improvement has achieved Substantial Completion (including landscaping) and the Developer has delivered a Certification of Completion for the public improvement from an engineer licensed in Colorado to the Town Manager of the Town for acceptance. "Minor PUD Amendment for Vesting" means Ordinance No. , Series of 2014 dated , 2014, approving the Developer's Minor PUD Amendment application to modify the Vested Property Rights of the Base Village PUD. "Substantial Completion" of a public improvement means that the entire scope of work for that public improvement (other than any required landscaping) is sufficiently complete so that the BUS-RE/5373659.1 09 -08 -14 TC Packet 37 public can occupy or utilize the public improvement for its intended use and that a Certification of Completion for the public improvement has been issued by an engineer licensed in Colorado. 2. Guarantee and Warranty. The SIA is amended to provide that the Developer is substituted for INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY LLC and all references to "IBC" in the SIA, as amended hereby, shall mean and refer to the Developer. Section 1 is hereby amended to substitute Exhibit I (Public Improvements) attached hereto and incorporated herein, for and in replacement of Exhibit "A" (Improvements) to the original SIA in its entirety. 3. Public Improvements and Landscape Improvements Completed. Except as identified in Section 4 below, the following Public Improvements under the SIA have been installed, completed and accepted, and as to the items completed as described below, the obligations of the Developer under the SIA (including the guarantee and warranty under Section 1 of the SIA) have been satisfied: (a) Water Lines and Sanitary Sewer Collection Lines under Section 2(a) of the SIA; (b) Electric, Gas, Telephone and Cable TV Facilities under Section 2(b) of the SIA; (c) Storm Drainage Improvements under Section 2(c) of the SIA; (d) Trails under Section 2(d) of the SIA with the exception of future trail connections required by the PUD that have not yet been completed; (e) Bus Shelters under Section 2(e) of the SIA with the exception of the bus shelter near the Enclave on Upper Wood Road; (f) Roadways under Section 2(f) of the SIA with the exception of the Upper Wood Road improvements necessary to complete the road overlay, curb and gutter for Upper Wood Road and with the exception of the snowmelt systems at Building 7 and Building 8 at the entrance /exit to the parking garage off Wood Road; (g) Pulse Gondola under Section 2(g) of the SIA; (h) Transit Center Construction under Section 2(h) of the SIA; (i) Landing Site Construction under Section 2(i) of the SIA; (j) Landscape Improvements under Section 3 of the SIA with the exception of the landscaping for buildings not yet constructed; and (k) The water lines and sanitary sewer collection lines constructed as described in Record of Decision No. 38 dated August 8, 2013 and as described in the exhibits to the Improvements Agreement among the Town, the Applicant and the Snowmass Water and Sanitation District dated August 30, 2013 (the "SWSD /Town Improvements Agreement "); including, but not limited to, the "Substandard Waterline Section" as defined in the SWSD /Town Improvements Agreement, which will be satisfied by the Developer by posting the Performance Security for the Roundabout simultaneously with the execution of this Second Amendment. 2 BUS-RE/5373659.1 09 -08 -14 TC Packet 38 4. Public Improvements Not Completed. The following Public Improvements under the SIA have not been completed and the obligations of the Developer under the SIA have not been satisfied: (a) The Upper Wood Road improvements, consisting of the road overlay, curb and gutter and bus shelter near the Enclave; (b) The Snowmelt systems at Building 7 and Building 8 at the entrance /exit to the parking garage off Wood Road; (c) Future trail connections required by the PUD and associated with buildings /lots that have not yet been completed; and (d) Landscape Improvements associated with buildings not yet completed. 5. Roundabout. In addition to the items in Sections 4(a) and (b), the Developer agrees to include the completion of the Brush Creek/Wood Road Roundabout (the "Roundabout ") in the required Public Improvements under the this Agreement and provide a Performance Security for completion of the Roundabout. The foregoing items in Sections 4(a) and 4(b) and the Roundabout are collectively referred to herein as the "Public Improvements ". The items in Sections 4(c) and 4(d) will be bonded as a condition to issuance of building permits for the building /lot to which the trail connections and landscaping relate. 6. Security for Improvements; Release of Security. Section 6 of the SIA is hereby amended to read in its entirety and follows: "(a) As a condition of the Minor PUD Amendment for Vesting, and within thirty (30) days after such approval, the Developer shall deliver (i) a letter of credit (ii) a payment and performance bond or (iii) other security which is reasonably acceptable to the Town (hereinafter, the "Performance Security ") for purposes of assuring the final completion of the Public Improvements, based on the preliminary cost estimates set forth in Exhibit I. The amount of the Performance Security shall be the difference between (x) one hundred percent (100 %) of the cost of constructing the Public Improvements (which estimated Public Improvements costs are set forth on Exhibit 1 attached hereto), and (y) any amounts to be contributed by the Town under the Funding Agreement (as amended). Within 30 days after the Town Engineer approves the final cost estimates for the Public Improvements, and to the extent that the final cost estimates differ from the preliminary cost estimates, the Performance Security will be adjusted to equal the final cost estimates. Upon acceptance by the Town Manager of the Town (the "Town Manager "), or his designee, of a Certification of Completion for the Public Improvements from an engineer licensed in Colorado (hereinafter the "Acceptance "), the Performance Security shall be released and the Town will execute any such documents as are reasonably necessary to accomplish the release of the Performance Security. (b) The Performance Security, (i) if in the form of a letter of credit, shall be issued by a state or national banking institution, with offices located within the state of Colorado, in a form reasonably acceptable to the Town, or (ii) if in the form of a payment and performance bond, shall be issued by a national surety company, qualified to do business in the state of Colorado and which carries at least an "A -" rating by AM Best, in a form reasonably acceptable to the Town. (c) The Performance Security must be valid for the time period anticipated for completion of the Public Improvements as set forth on Exhibit 1 attached hereto. Any extension BUS-RE/5373659.1 09 -08 -14 TC Packet 39 of the time period for completion of the Public Improvements shall cause the Performance Security to be extended for an equal amount of time. Any such extension shall be in writing. (d) Intentionally omitted as the Carriage Way Improvements have been completed. (e) No more frequently than once every month, the Developer shall be entitled to partial releases of the Performance Security with respect to the Public Improvements as portions of the Public Improvements are completed. In order to obtain a partial release or reduction of the Performance Security, the Developer shall submit a Certificate of Partial Completion (the "Certificate ") signed by an engineer licensed in the State of Colorado describing the portion of the Public Improvements completed and the cost allocation associated with such completed Public Improvements. Such Certificate shall include a summary of the actual costs for the Public Improvements incurred to the date of the Certificate. After delivery of a Certificate, the Town Manager, or his designee, shall have a period of fifteen (15) days within which to accept the Certificate, as evidenced by a written notice to the Developer, or provide written notice to the Developer of any deficiencies in the Public Improvements. Any such notice of deficiencies shall describe the deficiency between the Public Improvements as constructed and the approved Plans. If the Town Manager, or his designee, provides the Developer written notice of acceptance of the Certificate, then the Town shall release the appropriate amount of the Performance Security as relates to such completed Public Improvements. If the Town Manager, or his designee, provides the Developer a letter of deficiency with respect to any portion of the Public Improvements for which the Developer has filed a Certificate, then the Town's engineer shall meet with the Developer's engineer to discuss and agree on any requirements necessary to bring such Public Improvements into conformity with the Plans. Upon compliance with any requirements delineated by the Town's engineer for compliance with the Plans, the Town shall release that portion of the Performance Security allocated for the cost of such portion of the Public Improvements. Upon the Town's initial acceptance of one or more of the Public Improvements identified in Sections 4(a) and (b) hereunder, and the commencement of the two -year warranty described in Paragraph 2 above, (i) the Town shall release that portion of the Performance Security attributable to that Improvement as provided above, and (ii) subject to the requirements of paragraph 6(b) above, the Developer shall deliver a letter of credit or payment and performance bond to the Town in an amount equal to 5% of the cost of that Improvement for the purpose of securing the warranty for that Improvement. Such letter of credit or payment and performance bond shall be maintained by the Developer for the warranty period described in paragraph 1 above for that Improvement and, upon the expiration of such warranty period, the Town shall release the unexpended portion of such letter of credit or payment and performance bond. the Developer shall reimburse the Town all fees for Town's engineer to inspect the Public Improvements and approve or provide a notice of deficiency with respect to any Certificate. Subject to the amendment procedures set forth in Paragraph 14, nothing herein shall preclude the parties from mutually establishing a different procedure for obtaining partial releases from the Performance Security. (f) The Acceptance shall not be unreasonably withheld or delayed, provided that, in the event weather or other factors beyond the reasonable control of the Developer delay the installation of those Public Improvements sensitive to weather or such other factors, the applicable Performance Security shall remain in full force and effect. (g) The Town may, at its sole option, permit the Developer to substitute other collateral acceptable to the Town for the collateral originally given by the Developer to secure the completion of the Public Improvements. 0 BUS-RE/5373659.1 09 -08 -14 TC Packet 40 (h) In the event all the Public Improvements secured by the applicable Performance Security will not be completed prior to the expiration of such Performance Security, the Developer shall replace or secure an extension of such Performance Security on terms acceptable to the Town, at least thirty (30) days prior to expiration of such Performance Security. Should the Developer fail to do so, the Town may draw on such Performance Security funds necessary to complete the Public Improvements and place the funds directly into an escrow account under the control of the Town, and such funds shall be used to complete the Public Improvements required hereunder. 0) The estimated costs of the Public Improvements are an estimated amount mutually agreed at this time by the Developer and the Town as set forth on Exhibit 1 attached hereto. In the event the cost of the Public Improvements exceeds the estimated cost, the Developer shall be solely responsible for the actual cost. The purpose of the cost estimate is solely to determine the amount of security and shall be revised every twelve (12) months to reflect the actual costs, and the applicable Performance Security required by this Agreement shall be adjusted accordingly. No representations are made as to the accuracy of these estimates, and the the Developer agrees to pay the actual costs of all such Public Improvements. 0) Intentionally omitted as Pulse Gondola has been completed. (k) Intentionally omitted as Subterranean Condominium and the Transit Center have been completed. (I) Intentionally omitted as the Storm Drainage Improvements, the Trails (with the exception of future trail connections required by the PUD that have not yet been completed and which will be will be completed as a condition to issuance of final certificates of occupancy for the building to which the trail connections relate), the Landing Site, and the Transit Center have been completed, agreements with the Metro District have been entered into by the Town, the Metro District and the Developer. 7. Notices. Section 7 of the SIA is hereby amended to change the addresses for notices to the Developer as follows: If to Developer: SNOWMASS ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street Aspen CO 81611 Attn: B. Joseph Krabacher 8. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Second Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. BUS_RE /5373659. ] 09 -08 -14 TC Packet 41 9. Ratification. Except as expressly set forth in this Second Amendment, all other terms and conditions of the SIA shall remain unmodified, the same being ratified, confirmed and republished hereby. 10. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] 0 BUS-RE/5373659.1 09 -08 -14 TC Packet 42 IN WITNESS WHEREOF, the parties have caused this Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: _ Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 7 BUS-RE/5373659.1 09 -08 -14 TC Packet 43 IN WITNESS WHEREOF, the parties have caused this Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company LE BUS-RE/5373659.1 Name: Title: 09 -08 -14 TC Packet 44 BUS-RE /5373659.1 09 -08 -14 TC Packet 45 Completion Schedule June 1, 2015 Commencement of Construction November 1, 2015 Substantial Completion July 1, 2016 Final Completion May 1, 2017 Commencement of Construction November 1, 2017 Substantial Completion May 1, 2017 Commencement of Construction November 1, 2017 Substantial Completion EXHIBIT 1 (Public Improvements) Type Plans /Description Estimated Cost Roundabout To be submitted by $3,500,000 October 1, 2014 Upper Wood Road Improvements To be submitted by $1,400,000 October 1, 2015 Snowmelt Improvements To be submitted $350,000 in conjunction with Building 8 Permit Set BUS-RE /5373659.1 09 -08 -14 TC Packet 45 Completion Schedule June 1, 2015 Commencement of Construction November 1, 2015 Substantial Completion July 1, 2016 Final Completion May 1, 2017 Commencement of Construction November 1, 2017 Substantial Completion May 1, 2017 Commencement of Construction November 1, 2017 Substantial Completion SNOWMASs ACQUISITION COMPANY LLC 16 Kearns Road, 3"I Floor PO Box 6565 Snowmass Village CO 81615 September 4, 2014 Town of Snowmass Village Planning Department 130 Kearns Road Snowmass Village CO 81615 Attn: Julie Ann Woods Dear Julie Ann: E >chl i knit 2 On behalf of the SNOWMAss ACQUISITION COMPANY LLC, a Delaware limited liability company (the "Applicant ") we are submitting a revision to the First Amendment to Base Village Development agreement. The revision reflect these two changes: 1. We propose to amend the language regarding the major PUD application to clarify that the application will be to amend and/or affirm the PUD for Lots 2, 3, 4, 5, 6, 7 and 8, and a comprehensive update of all approval and PUD documents. 2. We propose to amend the force majeure language to provide that the only event of force majeure will be an Act of God as reasonably determined by the Town, for a duration of time as so determined by the Town. Accordingly we enclose a clean and a redline version showing the changes, and would ask that the application be deemed to be amended consistent with the terms of the enclosed revisions. Please contact me if you have any questions. Thank you. SNOW s ACQUISITION COMPANY LLC A D aw e limited l' bility company By: sir Dw ne R mero President cc: John Dresser BUS RE- 6373320,2 09 -08 -14 TC Packet 46 FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT (this "First Amendment ") dated as of , 2014 between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAW:EST /BRUSH CREEK DEVELOPMENT COMPANY, LLC ( "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and Intrawest /Brush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Base Village Development Agreement dated as of November 4, 2004, recorded as Reception No. 520495 in the real property records of Pitkin County, Colorado (the "Development Agreement "). B. The Development Agreement describes the "Vested Property Rights ", as such term is defined in the Town Municipal Code (the "Code ") associated with the Base Village Planned Unit Development (the "Base Village Project ") approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the records of Pitkin County, Colorado, as amended (the "Ordinance "). C. The Town and Developer now desire to amend the Development Agreement as more particularly set forth herein. NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: ARTICLE I VESTED RIGHTS 1. Capitalized Terms and Definitions. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Development Agreement. "Commencement of Construction" means the execution of a binding construction contract and mobilization by the general contractor pursuant to the construction contract. "Cure Period" means (__) days after the the failure of the Developer to observe or perform any of its obligations under any of the milestone dates under Section 1.3.1 in any material respect. During the Cure Period, Developer and the Town shall seek diligently and in good faith to negotiate a settlement, using the services of a neutral mediator if either party so requests. The conduct of such negotiations, or the failure of such negotiations to achieve a settlement, shall not affect the other rights and remedies of the parties under this Agreement. "Event of Force Majeure" means the Developer's performance of work is unreasonably BUS_RE 09 -08 -14 TC Packet 47 "Event of Nonperformance" means the failure of the Developer to perform any of the tasks or work set forth in Section 1.3.1 below by the applicable milestone date(s) in any material respect, and the continuance of such failure to perform beyond the expiration of the Cure Period. "Final Completion" of a public improvement means the public improvement has achieved Substantial Completion (including landscaping) and the Developer has delivered a Certification of Completion for the public improvement from an engineer licensed in Colorado to the Town Manager of the Town for acceptance. "Minor PUD Amendment for Vesting" means Ordinance No. , Series of 2014 dated , 2014, approving the Developer's Minor PUD Amendment application to modify the Vested Property Rights of the Base Village PUD. "Snowmelt System at Garage Entry" means the snowmelt system at the entrance /exit to the parking garage off Wood Road. "Substantial Completion" of a public improvement means that the entire scope of work for that public improvement (other than any required landscaping) is sufficiently complete so that the public can occupy or utilize the public improvement for its intended use and that a Certification of Completion for the public improvement has been issued by an engineer licensed in Colorado. "Substantial Completion" of a private improvement means that an improvement is sufficiently complete so that the public (or the owner with respect to the private improvements) can occupy or utilize the improvement for its intended use and a temporary certificate of occupancy has been issued by the Town for the improvement. "Upper Wood Road Improvements" means the improvements necessary to complete the road overlay, curb and gutter and bus shelter near the Enclave for Upper Wood Road. 2. Duration. Section 1.3 of the Development Agreement is amended and restated to read in its entirety as follows: "1.3.1 Duration. In consideration of Developer's performance of its obligations undertaken in the Other Agreements and in recognition of the time and expense required to complete the development of the Property and the effect of varying economic cycles and market conditions, the Town has concluded and agrees that the Vested Property Rights are vested and 2 BUS_RE /"'� 5.0 09 -08 -14 TC Packet 48 .. Tmnar .. ■. .. ._ • • • u - t • - - u - • AN_ • "Event of Nonperformance" means the failure of the Developer to perform any of the tasks or work set forth in Section 1.3.1 below by the applicable milestone date(s) in any material respect, and the continuance of such failure to perform beyond the expiration of the Cure Period. "Final Completion" of a public improvement means the public improvement has achieved Substantial Completion (including landscaping) and the Developer has delivered a Certification of Completion for the public improvement from an engineer licensed in Colorado to the Town Manager of the Town for acceptance. "Minor PUD Amendment for Vesting" means Ordinance No. , Series of 2014 dated , 2014, approving the Developer's Minor PUD Amendment application to modify the Vested Property Rights of the Base Village PUD. "Snowmelt System at Garage Entry" means the snowmelt system at the entrance /exit to the parking garage off Wood Road. "Substantial Completion" of a public improvement means that the entire scope of work for that public improvement (other than any required landscaping) is sufficiently complete so that the public can occupy or utilize the public improvement for its intended use and that a Certification of Completion for the public improvement has been issued by an engineer licensed in Colorado. "Substantial Completion" of a private improvement means that an improvement is sufficiently complete so that the public (or the owner with respect to the private improvements) can occupy or utilize the improvement for its intended use and a temporary certificate of occupancy has been issued by the Town for the improvement. "Upper Wood Road Improvements" means the improvements necessary to complete the road overlay, curb and gutter and bus shelter near the Enclave for Upper Wood Road. 2. Duration. Section 1.3 of the Development Agreement is amended and restated to read in its entirety as follows: "1.3.1 Duration. In consideration of Developer's performance of its obligations undertaken in the Other Agreements and in recognition of the time and expense required to complete the development of the Property and the effect of varying economic cycles and market conditions, the Town has concluded and agrees that the Vested Property Rights are vested and 2 BUS_RE /"'� 5.0 09 -08 -14 TC Packet 48 shall continue to remain vested for a period commencing on November 4, 2004 and expiring on November 3, 2018 (the "First Interim Vesting Extension Date "). If the Developer has caused the tasks or work described in the each of the milestone deadlines set forth below to be completed in Section 1.3. La through Section 1.3.Lp on or before the First Interim Vesting Extension Date, the Vested Property Rights shall be automatically extended for another one (1) year period expiring on November 3, 2019 (the "Second Interim Vesting Extension Date "). If the Developer has caused the tasks or work described in the milestone deadline set forth below in Section 1.3. l .q to be completed on or before the Second Interim Vesting Extension Date, the Vested Property Rights shall be automatically extended for another five (5) year period expiring on November 3, 2024. Unless expressly provided to the contrary therein, all modifications and amendments to the Ordinance or any other material related to the development of the Property shall become part of the Vested Property Rights recognized hereunder automatically upon approval by the Town in such vesting shall last throughout the term of the vested rights. Notwithstanding the foregoing, the Vested Property Rights granted under Article I of this Agreement will not be automatically extended and are subject to early expiration if the Developer is subject to an Event of Nonperformance as to any of the tasks or work described below on or before the applicable deadline(s), subject to the Cure Period and any Event of Force Majeure: a. October 1. 2014 — Submit Construction Documents Plans for the Roundabout: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Roundabout (the "Roundabout CD Plan Set "). The Roundabout CD Plan Set shall set forth in detail the requirements for construction of the Roundabout and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Roundabout. b. October 15. 2014 —Submit Application(s) for PUD Amendment: This date is the deadline for Developer to submit an application to amend and/or affirm the PUD for Lots 2, 3, & 4,a and a comprehensive update of all approval and PUD documents affected by such application (the "PUD Amendment Application "). At the option of the Developer, the PUD Amendment Application may include Lot 8 (Building 13B), if the Developer determines that changes are necessary to the current approved plans for such lot(s) or building(s). The Developer anticipates that the date of final Town approval of the PUD Amendment Application will be May 31, 2015 (the "PUD Amendment Action Date "). The submission date for the PUD Amendment Application shall be subject to Section 1.3.2. Insofar as the Developer does not control the approval process, the PUD Amendment Action Date is not subject to the provisions of Section 1.3.2. If the approval of the PUD Amendment Application (including the expiration of all appeals or any public referendum) is not achieved by the PUD Amendment Action Date, the milestone deadlines below (other than Substantial Completion of Community Facility (Section 1.3. Lo), Substantial Completion of Lot 3 (Section 1.3. Lp), and Substantial Completion of Lot 3 (Section 1.3.1.q)), would each be automatically extended for one year. C. Submit and Provide Financial Guarantees for Roundabout Upper Wood Road Improvements and Snowmelt System at Garage Entry: The Developer has delivered to BUS -RE / - -4564 Z 656. 09 -08 -14 TC Packet - 49 the Town Engineer preliminary cost estimates for the expected costs for the Roundabout, Upper Wood Road Improvements and Snowmelt System at Garage Entry ( "Public Improvements ") for approval by the Town Engineer. Within thirty (30) days after Town approval of the Minor PUD Amendment for Vesting, the Developer the Developer shall deliver (i) a letter of credit (ii) a payment and performance bond or (iii) other security which is reasonably acceptable to the Town (hereinafter, the "Performance Security "), based on such preliminary cost estimates. The amount of the Performance Security shall be the difference between (x) one hundred percent (100°/x) of the cost of constructing the Public Improvements, and (y) any amounts to be contributed by the Town under the Funding Agreement (as amended). Within 30 days after the Town Engineer approves the final cost estimates for these Public Improvements, and to the extent that the final cost estimates differ from the preliminary cost estimates, the financial security will be adjusted to equal the final cost estimates. d. June 1. 2015 — Commencement of Construction of Roundabout: This date is the deadline for Commencement of Construction of the Roundabout. e. July 1. 2015 - Commencement of Construction ofBuilding 13B: This date is the deadline for Commencement of Construction of Building 13B. f. October 1. 2015 — Submit Construction Documents Plans for the Upper Wood Road Improvements: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Upper Wood Road Improvements (the "Upper Wood Road CD Plan Set "). The Upper Wood Road CD Plan Set shall set forth in detail the requirements for construction of the Upper Wood Road Improvements and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Upper Wood Road Improvements. g. November 1. 2015— Substantial Completion of Roundabout: This date is the deadline for Substantial Completion of construction of the Roundabout. h. July 1. 2016 — Final Completion of Roundabout: This date is the deadline for Final Completion of construction of the Roundabout. i. October 1. 2016 — Submit Construction Documents Plans for the Community Purpose Facility: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Community Purpose Facility (the "Community Purpose Facility CD Plan Set "). The Community Purpose Facility CD Plan Set shall set forth in detail the requirements for construction of the Community Purpose Facility and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Community Purpose Facility. j. December 31. 2016 - Substantial Completion of Buildin.l3B: This date is the deadline for Substantial Completion of construction of Building 13B. k. May 1. 2017 — Commencement of Construction of Upper Wood Road Improvements: This date is the deadline for Commencement of Construction of the Upper Wood Road Improvements. 4 Bus_REi«, «. �U5 ka 09 -08 -14 TC Packet 50 1. May], 2017— Commencement of Construction of Snowmelt System at Garage Entry: This date is the deadline for Commencement of Construction of the Snowmelt System at Garage Entry. M. November 1. 2017 - Substantial Completion of Upper Wood Road Improvements: This date is the deadline to achieve Substantial Completion of construction of the Upper Wood Road Improvements. n. November 1. 2017 - Substantial Completion of Snowmelt System at Garage Entry: This date is the deadline to achieve Substantial Completion of construction of the Snowmelt System at Garage Entry. o. November 1 2018 - Substantial Completion of Community Facility: This date is the deadline to achieve Substantial Completion of construction of the Community Facility. P. November 1. 2018 - Substantial Completion ofLot 3: This date is the deadline for Substantial Completion of construction of Lot 3, including Building 7 and Building 8 with the medical clinic space. q. November 1. 2019 - Substantial Completion of Lot 2: This date is the deadline for Substantial Completion of construction of Lot 2. 1.3.2 Effect of Expiration of Vesting. Subject to Sections 1.3.3 to 1.3.5 below, the tasks or work to be performed as described in the each of the milestone deadlines in Section 1.3.1 above must be performed in order to obtain the automatic extensions of Vested Property Rights under Section 1.3.1. The occurrence of any Event of Nonperformance will result in the expiration of the Vested Property Rights created under this Agreement, as amended with respect to any buildings for which no construction has commenced as of the date of such Event of Nonperformance. 3. Notices. Section 4.8 of the Development Agreement is hereby amended to change the addresses for notices to the Developer as follows: If to Developer: SNOwMASs ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street Aspen CO 81611 Attn: B. Joseph Krabacher 4. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same First Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. BUS_RE/cP36 -56 ,15 09 -08 -14 TC Packet 51 5. Ratification. Except as expressly set forth in this First Amendment, all other terms and conditions of the Development Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby. 6. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] D 09 -08 -14 TC Packet 52 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: _ Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 7 Bus_xEi- 65 .2 09 -08 -14 TC Packet 53 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company BUS_RE /S2'� 36564d 7365 - Name: Title: 09 -08 -14 TC Packet 54 FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT (this "First Amendment ") dated as of , 2014 between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY, LLC ( "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and Intrawest/Brush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Base Village Development Agreement dated as of November 4, 2004, recorded as Reception No. 520495 in the real property records of Pitkin County, Colorado (the "Development Agreement "). B. The Development Agreement describes the "Vested Property Rights ", as such term is defined in the Town Municipal Code (the "Code ") associated with the Base Village Planned Unit Development (the "Base Village Project ") approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the records of Pitkin County, Colorado, as amended (the "Ordinance "). C. The Town and Developer now desire to amend the Development Agreement as more particularly set forth herein. NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: ARTICLE I VESTED RIGHTS 1. Capitalized Terms and Definitions. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Development Agreement. "Commencement of Construction" means the execution of a binding construction contract and mobilization by the general contractor pursuant to the construction contract. "Cure Period" means (_) days after the the failure of the Developer to observe or perform any of its obligations under any of the milestone dates under Section 1.3.1 in any material respect. During the Cure Period, Developer and the Town shall seek diligently and in good faith to negotiate a settlement, using the services of a neutral mediator if either party so requests. The conduct of such negotiations, or the failure of such negotiations to achieve a settlement, shall not affect the other rights and remedies of the parties under this Agreement. "Event of Force Majeure" means the Developer's performance of work is unreasonably delayed, disrupted or interfered with as a result of an Act of God, as reasonably determined by the Town. In the event the Town so determines that there was an Event of Force Majeure, the applicable milestone deadlines affected by the Event of Force Majeure will be extended for such period of time as so determined by the Town. 09 -08 -14 TC Packet 55 "Event of Nonperformance" means the failure of the Developer to perform any of the tasks or work set forth in Section 1.3.1 below by the applicable milestone date(s) in any material respect, and the continuance of such failure to perform beyond the expiration of the Cure Period. "Final Completion" of a public improvement means the public improvement has achieved Substantial Completion (including landscaping) and the Developer has delivered a Certification of Completion for the public improvement from an engineer licensed in Colorado to the Town Manager of the Town for acceptance. "Minor PUD Amendment for Vesting" means Ordinance No. , Series of 2014 dated , 2014, approving the Developer's Minor PUD Amendment application to modify the Vested Property Rights of the Base Village PUD. " Snowmelt System at Garage Entry" means the snowmelt system at the entrance /exit to the parking garage off Wood Road. "Substantial Completion" of a public improvement means that the entire scope of work for that public improvement (other than any required landscaping) is sufficiently complete so that the public can occupy or utilize the public improvement for its intended use and that a Certification of Completion for the public improvement has been issued by an engineer licensed in Colorado. "Substantial Completion" of a private improvement means that an improvement is sufficiently complete so that the public (or the owner with respect to the private improvements) can occupy or utilize the improvement for its intended use and a temporary certificate of occupancy has been issued by the Town for the improvement. "Upper Wood Road Improvements" means the improvements necessary to complete the road overlay, curb and gutter and bus shelter near the Enclave for Upper Wood Road. 2. Duration. Section 1.3 of the Development Agreement is amended and restated to read in its entirety as follows: "13.1 Duration. In consideration of Developer's performance of its obligations undertaken in the Other Agreements and in recognition of the time and expense required to complete the development of the Property and the effect of varying economic cycles and market conditions, the Town has concluded and agrees that the Vested Property Rights are vested and shall continue to remain vested for a period commencing on November 4, 2004 and expiring on November 3, 2018 (the "First Interim Vesting Extension Date "). If the Developer has caused the tasks or work described in the each of the milestone deadlines set forth below to be completed in Section 1.3. La through Section 1.3.1.p on or before the First Interim Vesting Extension Date, the Vested Property Rights shall be automatically extended for another one (1) year period expiring on November 3, 2019 (the "Second Interim Vesting Extension Date "). If the Developer has caused the tasks or work described in the milestone deadline set forth below in Section 1.3.1.q to be completed on or before the Second Interim Vesting Extension Date, the Vested Property Rights shall be automatically extended for another five (5) year period expiring on November 3, 2024. 09 -08 -14 TC Packet 2 56 Unless expressly provided to the contrary therein, all modifications and amendments to the Ordinance or any other material related to the development of the Property shall become part of the Vested Property Rights recognized hereunder automatically upon approval by the Town in such vesting shall last throughout the term of the vested rights. Notwithstanding the foregoing, the Vested Property Rights granted under Article I of this Agreement will not be automatically extended and are subject to early expiration if the Developer is subject to an Event of Nonperformance as to any of the tasks or work described below on or before the applicable deadline(s), subject to the Cure Period and any Event of Force Majeure: a. October 1, 2014 — Submit Construction Documents Plans for the Roundabout: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Roundabout (the "Roundabout CD Plan Set "). The Roundabout CD Plan Set shall set forth in detail the requirements for construction of the Roundabout and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Roundabout. b. October 15, 2014 — Submit Application(s) for PUD Amendment: This date is the deadline for Developer to submit an application to amend and/or affirm the PUD for Lots 2, 3, 4, 5, 6, 7 & 8 and a comprehensive update of all approval and PUD documents affected by such application (the "PUD Amendment Application "). At the option of the Developer, the PUD Amendment Application may include Lot 8 (Building 13B), if the Developer determines that changes are necessary to the current approved plans for such lot(s) or building(s). The Developer anticipates that the date of final Town approval of the PUD Amendment Application will be May 31, 2015 (the "PUD Amendment Action Date "). The submission date for the PUD Amendment Application shall be subject to Section 1.3.2. Insofar as the Developer does not control the approval process, the PUD Amendment Action Date is not subject to the provisions of Section 1.3.2. If the approval of the PUD Amendment Application (including the expiration of all appeals or any public referendum) is not achieved by the PUD Amendment Action Date, the milestone deadlines below (other than Substantial Completion of Community Facility (Section 1.3.1.0), Substantial Completion of Lot 3 (Section 1.3. Lp), and Substantial Completion of Lot 3 (Section 1.3.1.q)), would each be automatically extended for one year. C. Submit and Provide Financial Guarantees for Roundabout Upper Wood Road Improvements and Snowmelt System at Garage Entry: The Developer has delivered to the Town Engineer preliminary cost estimates for the expected costs for the Roundabout, Upper Wood Road Improvements and Snowmelt System at Garage Entry ( "Public Improvements ") for approval by the Town Engineer. Within thirty (30) days after Town approval of the Minor PUD Amendment for Vesting, the Developer the Developer shall deliver (i) a letter of credit (ii) a payment and performance bond or (iii) other security which is reasonably acceptable to the Town (hereinafter, the "Performance Security "), based on such preliminary cost estimates. The amount of the Performance Security shall be the difference between (x) one hundred percent (100 %) of the cost of constructing the Public Improvements, and (y) any amounts to be contributed by the Town under the Funding Agreement (as amended). Within 30 days after the Town Engineer approves the final cost estimates for these Public Improvements, and to the extent that the final cost estimates differ from the preliminary cost estimates, the financial security will be adjusted to equal the final cost estimates. - - -- -- -- - - - - -, 09 -08 -14 TC Packet 57 d. June 1, 2015 — Commencement of Construction of Roundabout: This date is the deadline for Commencement of Construction of the Roundabout. e. July 1, 2015 - Commencement of Construction of Building 13B: This date is the deadline for Commencement of Construction of Building 13B. f. October 1, 2015 — Submit Construction Documents Plans for the Upper Wood Road Improvements: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Upper Wood Road Improvements (the "Upper Wood Road CD Plan Set "). The Upper Wood Road CD Plan Set shall set forth in detail the requirements for construction of the Upper Wood Road Improvements and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Upper Wood Road Improvements. g. November 1, 2015— Substantial Completion of Roundabout: This date is the deadline for Substantial Completion of construction of the Roundabout. h. July 1, 2016 — Final Completion of Roundabout: This date is the deadline for Final Completion of construction of the Roundabout. i. October 1. 2016 — Submit Construction Documents Plans for the Community Purpose Facility: This date is the deadline for Developer to submit "Construction Documents" level drawings and specifications for the Community Purpose Facility (the "Community Purpose Facility CD Plan Set "). The Community Purpose Facility CD Plan Set shall set forth in detail the requirements for construction of the Community Purpose Facility and shall include drawings and specifications that establish in detail the quality levels of materials and systems required for the Community Purpose Facility. j. December 31, 2016 - Substantial Completion of Building 13B: This date is the deadline for Substantial Completion of construction of Building 13B. k. May 1, 2017— Commencement of Construction of Upper Wood Road Improvements: This date is the deadline for Commencement of Construction of the Upper Wood Road Improvements. 1. May 1, 2017 — Commencement of Construction of Snowmelt System at Garage Entry: This date is the deadline for Commencement of Construction of the Snowmelt System at Garage Entry. m. November 1, 2017 - Substantial Completion of Upper Wood Road Improvements: This date is the deadline to achieve Substantial Completion of construction of the Upper Wood Road Improvements. n. November 1, 2017 - Substantial Completion of Snowmelt System at Garage Entry: This date is the deadline to achieve Substantial Completion of construction of the Snowmelt System at Garage Entry. 4 09 -08 -14 TC Packet 58 o. November 1 2018 - Substantial Completion of Community Facility: This date is the deadline to achieve Substantial Completion of construction of the Community Facility. P. November 1, 2018 - Substantial Completion of Lot 3: This date is the deadline for Substantial Completion of construction of Lot 3, including Building 7 and Building 8 with the medical clinic space. q. November 1, 2019 - Substantial Completion of Lot 2: This date is the deadline for Substantial Completion of construction of Lot 2. 1.3.2 Effect of Expiration of Vesting. Subject to Sections 1.3.3 to 1.3.5 below, the tasks or work to be performed as described in the each of the milestone deadlines in Section 1.3.1 above must be performed in order to obtain the automatic extensions of Vested Property Rights under Section 1.3.1. The occurrence of any Event of Nonperformance will result in the expiration of the Vested Property Rights created under this Agreement, as amended with respect to any buildings for which no construction has commenced as of the date of such Event of Nonperformance. 3. Notices. Section 4.8 of the Development Agreement is hereby amended to change the addresses for notices to the Developer as follows: If to Developer: SNOWMASS ACQUISITION COMPANY LLC P.O. Box 6565 (LISPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street Aspen CO 81611 Attn: B. Joseph Krabacher 4. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same First Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. 5. Ratification. Except as expressly set forth in this First Amendment, all other terms and conditions of the Development Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby. 6. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. 09 -08 -14 TC Packet [Remainder of Page Intentionally Left Blank] W1 59 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] N 09 -08 -14 TC Packet 60 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company By: Name: Title: 7 09 -08 -14 TC Packet 61 Document comparison by Workshare Compare on Thursday, September 04, 2014 12:37:10 PM Document 1 ID interwovenSite : / /IDENVERDMS /BUS RE/5373656/1 5373656v1 <BUS RE> - First Amendment to Description Development Agreement August 28 2014 (Submission to Town) Document 2 ID interwovenSite: / /IDENVERDMS /BUS RE/5373656/2 Description 5373656v2 <BUS —RE> - First Amendment to Development Agreement Sept 4 2014 Rendering set Istandard le ormat Inserted cell ME" Count Insertions Deleted cell 7 Deletions 5 Moved from Moved cell 0 Moved to Split/Merged cell Padding cell' Sta IStiGS ME" Count Insertions 7 Deletions 5 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 12 09 -08 -14 TC Packet 62 Julie Ann Woods From: Sally Kauffman <skauff man @zerochaos.com> Sent: Monday, August 25, 2014 7:57 AM To: Bill Boineau Cc: Rcarroll @aspentimes.com; sack @aspendailynews.com; jbeathard @snowmasssun.com; Julie Ann Woods Subject: Snowmass Base Village Dear Mayor Boineau: As an owner of a unit at the Viceroy Snowmass, and as a long time visitor to Snowmass for annual summer and winter vacations, I'm writing to share my perspective of the current and future development in the Base Village. I have been following the events as best as possible, and my understanding is that Snowmass Acquisition Company (Related Colorado) and the Town of Snowmass Village Council met last week to discuss the future of Base Village and the upcoming expiration of the current vested rights held by Related. The amendment for the application is due October 15th. I understand the Aspen Skiing Company (ASC), who withdrew its application to build a Limelight Lodge, has re- signed an agreement with Related to construct the lodge and the Fanny Hill townhomes, which were also a part of the previous application. I believe it is critical that Related, the Town and ASC to all work together to resolve and move forward on the existing Base Village Development. I was surprised that the application and discussion seemed to meet opposition from the Town. Again, I think it is critical to work together to get this piece in the heart of Snowmass Village moving forward again. A Limelight Lodge would bring additional people and business to the town. While it may compete with the occupancy of my own unit, I welcome the competition and an influx of new visitors to Snowmass Village. It makes us all stronger in the long run. I would like to see Related complete the Viceroy Hotel's second building and also complete the existing buildings that are half finished. The impression of the half- finished development is a very damaging appearance for Snowmass Village. I see this personally as a visitor each time we arrive; I hear it from other visitors wondering why the construction continues to be incomplete. The appearance is not appealing and the long delay gives a sense of local problems. I strongly believe a comprehensive and well planned resolution will create a very positive energy and be good for all involved in Snowmass Village. Best regards, Sally Kauffman Executive Vice President, Global Solutions Center ZeroChaos 420 S. Orange Ave, Suite 600 Orlando, Fl, 32801 Phone: 407 - 770 -6127 Cell: 407 - 484 -8779 zerochaos 09 -08 -14 TC Packet 63 Julie Ann Woods From: Dr. Jack L. Schaeffer <drschaeffer @schaeffereyecenter.com> Sent: Saturday, August 30, 2014 2:20 PM To: Julie Ann Woods To whom it may concern I am an owner of a residence at the Viceroy Hotel and I have been coming to Snowmass for over 25 years. I am also invloved with a regional eye care meeting that brings 75 doctors from all over the country. The Viceroy has added a special feeling to the village and to the entire snowmass community. My decision to buy was based on the growth of the Viceroy concept. There are many regular visitors that enjoy the areas amenities and I encourage you to consider allowing the continuation of the expansion plans. New first class hotels bring life to a city and encourage long term stability. Thanks Dr Jack Schaeffer Birmingham, Alabama NOTICE: This message is intended only for the individual to whom it is addressed and may contain information that is confidential or privileged. If you are not the intended recipient, or the employee or person responsible for delivering it to the intended recipient, you are hereby notified that any dissemination, distribution, copying or use is strictly prohibited. If you have received this communication in error, please notify the sender and destroy or delete this communication immediately. 09 -08 -14 TC Packet 64 Julie Ann Woods From: Greg Didier <gdidier @clre.com> Sent: Friday, August 22, 2014 12:52 PM To: Julie Ann Woods Subject: I Support Base Village To the Town Council and the Town of Snowmass Village, I read the article in today's Aspen Times, along with the all the past articles as well and felt compelled to offer my support to move Base Village forward now as I believe not doing so will kill our economy in Snowmass. I do not live here in Snowmass but I work here and have since I moved out to Colorado in 1996. 1 have no voting rights, so the only thing I can do to express my opinion is to write to the town council. Yes, I am a real estate broker with Sotheby's and I am sure the stereotype placed on my opinion will be that I only want Base Village to move forward so that I can sell more property and there is obviously a part of that which is true, it is how I make my living. But I also have friends that are in the restaurant, retail and service business and we are all experiencing the same thing. When word gets out that Base Village may be moving forward, there is an excitement that follows with our guests who visit and there is a bump in business. When news comes out that it maybe delayed again, or may not happen at all, that spark of excitement is diminished and business goes down. I am betting that those that have written who are opposed to the Base Village moving forward are not trying to make a living here. I would find it hard to believe that the owners of the restaurants, retails shops, and those in the service industry want to keep Base Village the way it is, or wait for an undetermined amount of time for anew developer to come in and save the day. Any new developer will have to go through the same process as the one we have and may look at the challenges the current developer is having and feel it is not worth the effort. Being in real estate and rentals, I interact with many of the guests and current home owners who own but don't live here and I can tell you that the overwhelming sentiment is that they are all tired of looking at unfinished buildings and foundations. This also seemed to be the sentiment during all the public meetings that have taken place this past spring and summer and for awhile it seemed that everyone was on the same page and ready to get things moving again. Now it seems that we are back where we started, that the Ski Co. and Related would like to begin again, finish what they started, and the town is once again getting in the way of that progress. I understand that the town is trying to protect the communities interest and they don't want to give the other parties everything and anything they ask for, and they should not, but doing nothing or putting up parameters that are detrimental to the progress is not the right course of action either. It is too late to not do anything, Base Village was already approved and we can't change that fact. The foundations have been built, half finished buildings are standing at our front door and letting it sit in the state it is now, without any promise of future progress is going to kill this town, this town that I work in, play in and love. We are already losing market share to other resorts, not only because it is less expensive to visit those resorts but because the overall experience in those resorts are better. Yes, we have the best skiing in the West, but if you are going to pay the extra money and take the extra time to get here, we as a resort, which is what we are, a resort town, must offer those guests more than great skiing. We have to offer them the total package, and half finished buildings and ugly 09 -08 -14 TC Packet 65 foundations are not part of that equation. I don't care how many Christmas lights you put up, it is still ugly, unlike the experience when you pull into Beavercreek, Telluride, Vail, and Park City. So I urge the town council, as well as Related and Ski Co. to work together now and get something done to move this town forward because staying where we are is only going to make us fall back further and further. Sincerely, Greg Didier 09 -08 -14 TC Packet 66 The Way I Saw It.... The last Snowmass Council meeting again gave us understanding why we are not keeping pace with the economic recovery seen elsewhere. The two Councilmen who were on the right side of the Suiter issue have now taken the wrong side of the vesting issue seemingly for the sake of being obstinate. As always, there are multiple paths available to achieve the same ends. At its essence, the path offered by the developer moves us toward our desired outcome of a LimeLight Hotel and an animated Village core. Yes it needs some language modified to keep our Town interests protected, but why the need for the public spectacle? Curtail the drama, change some wording, define a few terms, and the current proposal keeps the Town's interest as priority while enabling forward progress. Base Village needs to find a path to some kind of substantial completion for our guest experience and our own. Get on with it. Scott Calliham Snowmass Village 09 -08 -14 TC Packet 67 8/20/2014 At the recent Snowmass Town Council meeting on Monday Aug 18, a Council person stated that the Planning Commission had not done its job preparing a resolution to the Council on the minor PUD application filed by the Related subsidiary, SAC. As Chairman of that commission I suspect the Council person involved may have read the resolution but not clearly understood the complexity and interactions of the various parts. For example, the Town Council spent significant time discussing the reduction of the proposed four year plus one year vesting extension to an extension only until May 31,2015 because the Town hasn't yet seen SAC's plans for the remainder of Base Village. However the Resolution requires SAC to file another PUD amendment with their plans by Oct 15 and for the Council to approve the amendment by May 31 (not May 1 as was reported) or the vesting for the project will terminate. So what is the difference? Both proposals will expire if the either milestone isn't met. However providing a longer vesting period allows the developer to have confidence to spend the money necessary to prepare for the various reviews, engineering and construction drawings at no loss to the Town. The Planning Commission spent over 6 hours discussing and debating the PUD application with SAC. There have been numerous modifications to the application including the timing for various buildings and public improvements included in the application. The recommendations in our resolution were clear and concise. We covered security for public improvements and raised the issue of security for private improvements for Council to discuss with SAC. In fact that discussion took place and a proposal was made to create a liquidated damages clause in the Development Agreement. We specifically identified issues such as the clinic and the Aqua Center /Community Purpose Facility which have been raised in previous meetings 09 -08 -14 TC Packet 68 and amendments. We expressed a desire for vesting extension to be considered in a timely manner. We recommended shortening the "cure period" for missing a milestone as well as stating certain language proposed by SAC was unacceptable. To say that our resolution lacks detail is just plain wrong. So what are the Town's options? How do we move ahead to remove the eyesore of concrete and rebar that is now a large part of Base Village? The Planning Commission unanimously agreed the way forward is to modify SAC's proposal to modify the length of the vesting extension to conform to construction timelines, put security in place within 30 days after the Town Council has approved a resolution, modify some of the milestones, recommend certain language be appropriately defined and include security options for the private buildings. Is this perfect? No but we don't live in a perfect world. The Planning Commission believes their resolution reasonably protects the Town while getting Base Village construction started again. Bob Sirkus Chair TOSV Planning Commission 09 -08 -14 TC Packet 69 TO: TOWN COUNCIL FROM: JOHN DRESSER SUBJ: BASE VILLAGE MINOR PUD APPLICATION DATE: SEPTEMBER 4, 2014 The following preliminary general observations with regard to the revised proposed amendments to the revised Base Village Subdivision Improvements Agreement ( "rBVSIA "), the revised Base Village Funding Agreement ( "rBVFA ") and the revised Base Village Development Agreement ( "rBVDA ") contained in the above application are not complete. Given the short time line, I was not able to review all the referenced documents, past amendments and agreements. A. The revised First Amendment to Base Village Development Agreement: 1. Article I of the revised First Amendment to Base Village Development Agreement ( "rBVDA ") contains 10 new definitions. The cumulative effect of these definitions provides a methodology to preclude resolution of non - performance to the applicant. Most of the definitions contain nebulous words such as "in any material respect" "diligently" "good faith" "good faith judgment" "neutral mediator ". These terms are what I refer to as fodder for litigation, others call them "wiggle" words because they distract from the true object of dispute, the non - performance, and give rise to disputes as to whether TOSV was diligent ?, used good faith ?, is it material ?, or was it mediated? Commencement of Construction is interesting in that all elements of the definition are in the purview of the applicant and there is no reference to a building permit which would seem to be an important element of commencement of construction. The Cure Period is full of the nebulous words that give rise to issues that are not non- performance. It requires negotiations and mediation as well as diligently. It includes "material respect" and I must ask: if TOSV has given notice to cure doesn't that in and of itself make it of "material respect "? Does TOSV want to have to negotiate, mediate and potentially litigate whether the required negotiations for a settlement were conducted diligently? Isn't the purpose of a cure period to identify a default and it is either cured or the agreement is breached? The Force Majeure is overbroad providing a path to delay. While such resolution of issues under the force majeure I son - going, which could include litigation, vesting is extended. There was no force majeure provision in the original agreement. Event of Non - Performance also includes wiggle words material respect and by reference all the Cure Period steps and pitfalls. Final completion definition should not include "including landscaping" as there may be other items required for final completion. At the end of the definition the words "and has been accepted by TOSV ". Simply submitting the engineer's certification of completion does mean there is 09 -08 -14 TC Packet 70 compliance with the PUD approval. It also provides a clear date for the start of the warranty period. The Snowmelt system and Upper Wood road definitions should have an exhibit specifically identifying the location and nature of the required performance. Substantial Completion of public improvement definition that public can use the improvement without any date for final completion in Section 2 is incomplete and allows for TRS (temporary resort syndrome). By the time substantial completion of Upper Wood road is scheduled in the Agreement the temporary road installed in 2007 will be ten years old and TOSV still has no date for Final completion. There is not a definition of "Construction Documents" level drawings and this should be clarified in this Agreement. Lastly on definitions, it should be noted that there is not a definition of "early expiration" although that is a critical concept put forth by the applicant. The definition should include a provision that early expiration is not a compensable takings but rather an agreed upon consequence of non - performance. 2. The amended Section 2, Duration, of the rBVDA extends the vested rights to November 3, 2018 and contains a long list of milestones and provides for early expiration of vesting for failing to meet those milestones. Tracking and ensuring compliance with the list of milestones will be onerous for TOSV. Enforcing a non - performance to gain early expiration would proceed under this language: "the Vested Property Rights granted under Article 1 of this Agreement will not be automatically extended and are subject to early expiration if the Developer is subject to an Event of Nonperformance as to any of the tasks or work described below on or before the applicable deadline(s), subject to the Cure Period and any Event of Force Majeure" In order for TOSV to cause an early expiration of the vesting for any Non - Performance it would have to a) give notice of non - performance initiating the Cure Period; b) diligently negotiate a settlement with applicant; c) if unsuccessful in negotiating, mediate; OR (and possibly both) respond to a declaration of Force Majeure from Developer according to the definition. And then possibly litigate all the various steps and procedures contained in Cure Period and Force Majeure. This Section also states if the applicant completes the task there are automatic extensions of vesting. It is interesting to note that the use of the word "completion" in paragraphs 2 and 3 of proposed amended Section 1.3.1 is not capitalized and therefore not defined under the 3 different definitions of completion contained in the definitions section of the rBVDA. Another example of inconclusive wording that could end up being litigated. 3. The list of milestones seem overly, if not beyond, optimistic. First and foremost is the submission of Roundabout ( "RAB ") plans. This is to occur 22 days from the date of this meeting and is subject to a footnote in the revised Base Village Funding Agreement ( "rBVFA ") that indicates the applicant will not be responsible for differing scope costs of the RAB design requirements. It also preliminarily appears that the design may not be entirely located on land owned by TOSV or Snowmass Acquisition Company ( "SAC "). 09 -08 -14 TC Packet 71 Finalizing this design and producing "Construction Level Design Drawings" in 22 days to comply with the first milestone displays this optimism. Next is the milestone to submit a PUD amendment of October 15, 2014. First note that the application only covers Lots 2, 3 and 4 and documents affected by the application. The applicant has the option to include Building 13B. Nowhere is it specified that the application will be a Major amendment. Further, the "PUD Amendment Action Date" contained in this milestone is May 31, 2015. Subsection (b) provides that if final non - appealable or subject to referendum action is not complete by May 31, 2015 all milestones are automatically extended by one year. This Action Date might be an achievable date for a Minor amendment but in my opinion it is highly doubtful for a Major amendment. This was presented to Council by the applicant as optimistic and probably requiring extra meetings to achieve which Council seemed to generally consider favorably. It bears noting that the currently seated Council will not be the one to review that application. The subsequent Council cannot yet make such a commitment to accelerated or expeditious review and could determine accelerated or expeditious review is not in order. It is my opinion that if Council is to approve this application with the milestones deadlines as presented it should understand that adding one year to all the milestone and vesting dates other than submission of the RAB and PUD amendment application is likely. The next Subsection discusses security for the RAB, Upper Wood Road and Snowmelt at the garage. It seems difficult to understand how preliminary cost estimates can be quantified without a final design and I understand that Public Works and Transportation are not yet clear on the scope of work/ design for these projects. At a minimum the security should have a provision to be reevaluated in light of final numbers or TOSV could be left with insufficient performance security. It would be my advice to Council that provision of security be timed to coincide with a clear understanding of the current estimated costs. Section 1.3.2 refers to Section 1.3.3 to 1.3.5 but those Section appear to have been deleted in favor of definitions. B. The revised First Amendment to Base Village Funding Agreement. I cannot comment on most of Section 2's list of completed items from the original BVFA, I do have questions about the purchase of the Fire Truck. I seem to recall that it was changed to a lease. In Section 2.1 and amended Exhibit "A ", there should be updated plans that are subject to current TOSV approval. Further, to, by footnote, indicate that there will be an adjustment for an increased scope or subsequent requirements from a preliminary plan that is over ten years old is a risk the applicant assumed when it did not timely complete the RAB according to the original BVFA and TOSV should not be required to contribute. I am unaware of any Snowmass Center Redevelopment Plan as referred to in Exhibit "A" but assume it was implied in the BV approval process that a RAB at Wood and Brush Creek certainly envisioned connection to Upper Kearns. 09 -08 -14 TC Packet 72 It would be my suggestion that a single comprehensive RAB Construction Agreement be crafted that spells out design approval, construction management and timing, and security rather than break the RAB across 3 documents that require constant cross - reference and provided differing mechanisms for default, cure, etc. C. The revised Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development. The definitions of Final Completion and Substantial Completion have the same issues as the rBVDA. The substitution of Exhibit "1" for the original Exhibit "A" is unacceptable as uncompleted items have been omitted. The lists of completed and not completed need to be clarified. Certain subsections have at least 2 "except" or "excepting" to the point the language is unclear. The future trail connection require by the PUD should be identified specifically. 09 -08 -14 TC Packet 73 Town Attorney responses are in red below. Summary of Council Direction on Base Village Vesting proposal from 8/22/14 Meeting — I think the meeting was August 18, 2014. 1. Continue public hearing; provide legal review of documents for council's consideration — An Amendment to the Application was submitted in the afternoon on Thursday, August 28th proposing revisions to the proposed BV Development Agreement ( "BVDA "), BV Subdivision Improvements Agreement ( "BVSIA ") and BV Funding Agreement ( "BVFA" ). This amendment has yet to be accepted by TC. Exhibits referenced in the revised Agreements have not been submitted, please reference Observation No.1 from my Preliminary Observations memo dated July 17, 2014 as it is still applicable to the revised agreements. What are the implications if the property is "flipped "? The property can only be "flipped" without TOSV consent in total (all the lots and rights) except to certain affiliates of the original developer. eg: ASC. Individual lots can be conveyed to ASC without TOSV consent. Does vesting go away? Vesting runs with the land and would apply to a new owner 1D 3. Force Majeur clause: is there an alternative to having this in the agreements? Yes, do not include a force majeure clause. There was not a force majeure clause in the original agreements 1D 4. Liquidated damages /security if the applicant defaults. Fred K. would like to have a per day penalty clause that charges upwards of $2500 /day for each day the developer is in default. He would like to add language that would allow the developer to "buy back" their vesting through curing and penalties paid. The applicant did not include such a concept in the revised agreements. JD Need Town Attorney to provide specific comments on the agreements and the amendment as currently negotiated. See attached memo with comments. JD 6. Jacobson stated that the proposal and staff's analysis was vague, and the PC and staff did not do their work by not addressing the future proposed development. JAW 7. Need more specific definitions on words such as "substantial ", "completion ", etc. to be clear from a legal perspective what each term means. New definitions are included in the revised agreements. This shall be negotiated by the attorneys. Council reviews the application and comments on the application regarding Council's understanding of the attendant Agreements and whether such proposed Agreements are to be approved, denied or approved with conditions. The applicant can then revise the application or ask for a final vote on the application as submitted. JD 8. Need to address the question of what happens if the vesting expires. What are the implications? If vesting expires the applicant is subject to all current codes and regulations required by TOSV instead of being subject to codes and regulations as enacted at the time of approval. Expiration of vesting does not terminate the PUD zoning and the applicant can build the 09 -08 -14 TC Packet 74 remainder of the entitlements pursuant to current codes and regulations. TOSV or a landowner can amend the zoning pursuant to the procedures in the SVMC. JD 9. Why do we need a mediation clause in the agreements? TOSV does not need a mediation clause. JD 10. Addressing the issue of "piecemeal" review, and isn't this application a piecemeal approach? JAW 11. Revised Draft agreements reflecting the current position, as negotiated and agreed to by the developer, need to be presented in packet. Applicant has requested to amend the application and the proposed amendments to the Agreements are included. JD 12. Request was made from Jacobson that he wanted to hear from other staff members. It apparently wasn't clear that the comments provided by staff and attached to the packet represents a consolidated staff position. JAW, AM, DP 13. Need to research if other communities have instituted a security for private development. JAW< 09 -08 -14 TC Packet 75 TO: FROM: SUBJECT: DATE: CC: ..i SN0WMASS- VILLAGE JULIE ANN WOODS, DIRECTOR OF COMMUNITY DEVELOPMENT ANNE MARTENS, DIRECTOR OF PUBLIC WORKS Exhibjt 5 BASE VILLAGE MINOR PUD APPLICATION -JULY 2014 (SEPTEMBER 8, 2014 COUNCIL MTG) SEPTEMBER 3, 2014 GARY SUITER, INTERIM TOWN MANAGER DEAN GORDON, TOWN ENGINEER In reference to the Snowmass Acquisition Company LLC application for minor PUD Amendment of the Base Village PUD — Amended agreements submitted on August, 28, 2014 the following comments are being submitted: Due to the revised documents being submitted on August 28, 2014 a complete review cannot be provided. In addition, the Town Engineer is unable to review the submitted documents until after September 15, 2014. However, the following observations are being provided relative to the amended agreements which are intended to supplement the original agreements. First Amendment to Base Village Development Agreement (August 28, 2014 ver.) 1. Capitalized Terms and Definitions: Commencement of Construction — Should include the language "and issuance of a building permit, if necessary ". 2. Capitalized Terms and Definitions: Cure Period — This needs to be reviewed by legal counsel and the Town Engineer. 3. Capitalized Terms and Definitions: Event of Force Majeure — This is still of concern. 4. Capitalized Terms and Definitions: Upper Wood Road Improvements — This definition does not include improvements such as utilities, grades, pedestrian and bus facilities. These facilities were included in the original PUD approved documents and need to be included in the final approved construction drawings. 5. Section 2a. This should include cost estimates to be reviewed by the Town Engineer. 6. Section 2b. It is of concern, that if the PUD Amendment is not approved then the public infrastructure that all are date certain would slide one year. It has been the goal to not tie the completion date of the public infrastructure to a particular development horizon. 7. Section 3c -q. These sections need to be reviewed by the Town Engineer in conjunction with Legal Counsel. 3745 OWL CREEK ROAD, P O BOX 5010, SNOWMASS VILLAGE, COLORADO 81615 (970) 923 -5110 (fax) (970) 923 " "^ works @tosv.com www.tosv.com 09 -08 -14 TC Packet 76 8. Section 1.3.2 Effect of Expiration of Vesting. Sections 1.3.3 to 1.3.5 are referenced from a previous version of the document and should be deleted. First Amendment to Base Village Funding Agreement (August 28, 2014 ver.) Section 2.1a needs to be further reviewed by legal counsel and the Town Engineer. It is of great concern that there is a request for additional funding from the Town for infrastructure relative to the roundabout in conjunction with a vesting extension. The existing elements such as pedestrian and bus facilities are part of the public improvements and impacts due to development need to be addressed as part of the public infrastructure. 2. Exhibit A — Needs to be reviewed by the Town Engineer Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development (August 28, 2014 ver.) 1. Capitalized Terms and Definitions: Commencement of Construction — Should include the language "and issuance of a building permit, if necessary'. 2. Section 3. Exceptions should not be cited in completed infrastructure, but listed in improvements not completed. 3. Section 4. The Upper Wood Road improvements - This definition does not include the improvements such as utilities, grades, pedestrian and bus facilities. These facilities were included in the original PUD approved documents and need to be included in the final approved construction drawings. 4. Section 5. The language should not only site bonding for the improvements but refer to the acceptable Performance Security for the Town. 5. Exhibit I has not been reviewed by the Town Engineer and Recent cost estimates have not been provided to be reviewed. Note: the application submitted for review has not been amended to reflect the request changes to the First Amendment to Base Village Development Agreement, Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development, and First Amendment to Base Village Development Agreement. A complete review of work completed, included verification from entities such as Snowmass Water and Sanitation District has not been received. 3745 OWL CREEK ROAD, P O BOX 5010, SNOWMASS VILLAGE, COLORADO 81615 (970) 923 -5110 (fax) (970) 923 2''11^ works @tosv.com www.tosv.com 09 -08 -14 TC Packet 77 TO: Snowmass Village Town Council FROM: Julie Ann Woods, Director, and Jim Wahlstrom, Senior Planner, Community Development Depa ent DATE: August 18, 2014 meeting HEARING-APPLICATION SUBJECT: PUBLIC • • • j •- • D AMENDMENT TO ORDER TO MODIFY VESTED PROPERTY OF PROPERTY THE VESTED TO DEVELOPMENT THE REEMENT, FUNDING AGREEMENT AND SUBDIVISION IMPROVEMENTS BACKGROUND: In May and June, Snowmass Acquisition Company, LLC (SAC) held three pre- sketch meetings with the Planning Commission and Town Council to discuss their next steps to get the Base Village project back on track. Pre - sketch meetings are considered "non- binding" and are intended for dialogue about a proposed development project. At the final pre- sketch meeting, SAC presented a "framework" that laid out their desire to submit an application to allow for the extension of vesting with a series of "milestones" to be met, including a milestone for the submission of a subsequent PUD Amendment for modifications to Base Village no later than October 15, 2014. There was general consensus of the Planning Commission and Town Council present at that meeting to suggest to SAC that they should proceed with an application to "move the project forward'. [By way of history, a similar request was put forward by SAC in December 2013 for vesting extension which was then modified in January 2014 to include proposed phasing changes. The Interim Community Development Director at that time determined that the modified application was a "major" PUD amendment, the applicant appealed that decision to the Town Council who upheld Staff's determination on February 18, 2014. There was also a concurrent but separate PUD Amendment application for modifications to Lot 2 at the time as well. Both applications were subsequently withdrawn which then led to the pre- sketch meetings]. APPLICATION SUMMARY, PROCESS & PROPOSED REVIEW APPROACH: The applicant has submitted a Minor PUD application that does not change any aspects of the size, scale, phasing or details related to the Base Village Project. 09 -08 -14 TC Packet 78 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 The application addresses changes to language in three Agreements related to Base Village: the Development Agreement (which is Appendix F of the application which is attached as Exhibit C), the Funding Agreement (Appendix G) and the Subdivision Improvements Agreement (Appendix H). The language in these three agreements is what the Planning Commission reviewed during their meetings on July 23rd and August 6th. The Planning Commission has made a recommendation to the Town Council in the form of PC Resolution No. 7, Series of 2014 (in draft form, not yet approved by the Planning Commission Chair, attached as Exhibit A). Town Council will take action by ordinance (proposed as a draft Ordinance No. 03, Series of 2014, not yet reviewed by the Town Attorney, which is attached as Exhibit B). This meeting was noticed as a public hearing, and if Town Council chooses, the draft ordinance could be passed on first reading. Otherwise, with first reading of the ordinance would be scheduled for September 8, 2014. Staff has been working closely with the applicant to arrive at reasonable conditions or "milestones" that may be acceptable to the Town. The applicant has put forward a schedule within the Development Agreement that would grant vesting extension for five years to November 3, 2019, provided interim conditions are achieved. If any condition or milestone is missed, and not "cured" during the proposed 60 -day cure period, then vesting for the entire project would be lost. The proposal uses essentially a "penalty approach" to the vesting extension whereby if the applicant defaults, they are penalized and initial and extended vesting "are subject to early expiration if the Developer fails to satisfy any of the following conditions..." and "failure of the Developer to satisfy a milestone will result in the expiration of the Vested Property Rights created under this Agreement..." (as proposed on pages 2 and 3 of the Development Agreement, Appendix F). Staff prefers an "incentive approach" whereby the applicant would enjoy protection through vesting and would receive automatic extensions with no additional review required by the Town Council, as incentive for meeting the agreed upon conditions or milestones. This may sound like an issue of "semantics "; however this puts the burden on the developer to perform, rather than on the Town to penalize, which could be "politically sensitive ". Staff is proposing revised language to the draft Agreements that suggests this "incentive approach" as an alternative to that proposed by the applicant. In addition, Staff has created a series of Tables (Tables 1, 2, and 3 attached as Exhibit E) which, contain the key components from each agreement, as proposed by the applicant, and includes proposed language changes to dates, improvements and specific conditions with both Staff and Planning Commission recommendations, focused primarily on the Development Agreement "milestones ". Staff's intent by using the table format is to make it easier to review and discuss the concepts behind each key component without getting bogged 2 09 -08 -14 TC Packet 79 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 down into the specific language of the agreement. (The final language in the agreements will be comprehensively reviewed and approved by the Town's legal counsel before being presented to Town Council for their consideration). PURPOSE / ACTION: The primary purpose of the meeting would be to hear a presentation by the applicant and to review the proposal against the review standards for Minor PUD Amendments. Staff is suggesting alternative language, where appropriate, to ensure the review standards are met. Staff has attached a recommended ordinance, based on the Planning Commission's (draft) recommendation. APPLICANT: Snowmass Acquisition Company, LLC; Dwayne Romero, Craig Monzio and Joe Krabacher, representatives TYPE OF APPLICATION REVIEW: The applicant is seeking approval of a Minor PUD Amendment for Base Village that includes a request to extend the initial vested rights for five years (November 3, 2019) while maintaining the secondary vesting period expiration of November 3, 2024. To maintain these vested rights, the applicant proposes a series of conditions or "milestones" that would need to be met, including the completion of certain public improvements (roundabout, Upper Wood Road improvements, community facility, aka Aquatic Center), as well as private investment of snowmelt improvements at the entrance to Building 7 and the parking garage, completion of Building 13B (Viceroy II) and Lots 2 (aka Buildings 4ab, 5, 9ab and 9c) and 3 (aka Buildings 6, 7 and 8) prior to the extension of the secondary vesting period to November 3, 2024 (see attached Exhibit F Summary of Existing Conditions Map to easily reference Lots and Buildings within Base Village). Staff proposed draft amendments to the proposed Development Agreement (Appendix F of the application; and reference attached Exhibit E Table 1), Funding Agreement (Appendix G of the application; and reference attached Exhibit E Table 2) and Subdivision Improvement Agreement (Appendix H of the application; and reference attached Exhibit E Table 3) are included as attachments in table form to this Staff Report. EXHIBITS: - A. Draft Planning Commission Resolution No. 7, Series of 2014 - B. Proposed draft Ordinance No. 03, Series of 2014 reflecting Planning Commission recommendations - C. Application materials dated June 30, 2014 (electronic copy will be forwarded along with a paper copy for those who need it). - D. Review comments from Referral Agencies (attached) - E. Tables 1, 2 and 3 of proposed key components of each agreement with Staff and Planning Commission recommendations - F. Summary of Existing Conditions Map 09 -08 -14 TC Packet 80 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 LEGAL DESCRIPTION: Base Village PUD Final Plat ZONING REVIEW: The site is currently zoned `Mixed -Use 2' together with the Final Base Village PUD Guide overlay. Previous executed agreements or former amendments thereto are in place. PREVIOUS ACTIONS: The Base Village `Mixed- Use -2' zoning and Final PUD was originally approved by Ordinance No. 21, Series of 2004. Since that time, there have been approximately 39 administrative amendments completed for Base Village. There have also been minor PUD amendments granted in the past to Buildings 4AB, 7, 8, 13A and 13B. Ordinance No. 3, Series of 2007, granted an overall amendment to Base Village, including an updated Final PUD Guide and a First Amendment update to the Restricted Housing Agreement. The Base Village project currently remains vested. The initial vesting period expires on November 3, 2014. Pursuant to the current executed Funding Agreement, Section 2.1 (e), the applicant "may not obtain a Certificate of Occupancy for Buildings 5, 9AB or 9C in Phase 2B of the project or for any building in any subsequent phase of the Project until Developer has substantially completed construction of the Roundabout and Bridge..." The bridge has been completed, but the Roundabout has not. Note that the proposed funding agreement (Appendix G of the application) does not include the language or for any building in any subsequent phase of the Project. According to an Administrative Modification Notice of Decision dated August 28, 2013 for the 2013 Construction Management Plan submitted concurrent with the latest Minor PUD Amendment for Building 13B (hotel annex), the following information was found: a) Finding No. 2 states that the CMP Amendment application did not seek to amend the overall project phasing schedule (for Base Village) within the prior CMP /Phasing Plan amendments. That schedule called for the roundabout completion prior to the issuance of a certificate of occupancy for Buildings 5, 9AB and 9C, also pursuant to the Base Village Funding Agreement. b) In consideration of the new utilities recently installed beneath Brush Creek Road in fall 2013, Condition No. 19b of this NOD (Notice of Decision) states the need for a performance bond or other security acceptable to Snowmass Water and Sanitation District and the Town, for the purpose of lowering the water line in Brush Creek Road to the required depth (8 -feet) in the event the roundabout intersection provided in the PUD approval is not complete by October 15, 2016. S 09 -08 -14 TC Packet 81 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 Note that the proposed draft Development Agreement proposes to move the roundabout completion M by one year to November 30, 2015 to meet that condition. Otherwise, the roundabout is due pursuant to provisions in the current Funding Agreement. (For reference purposes, below is the approved phasing schedule in the updated Final Base Village PUD Guide pursuant to Ordinance No. 3, Series of 2007): Phase Lots Buildings Phase 1A 1 1, 2A, 213, 2C, 3ABC, and 3DE 34 surface parking spaces, underground parking structure Phase 1 B 3 6, 7 and 8, 13 surface parking spaces on Lot 2, Transit Center Phase 2A 9 13A with underground parking facility, 13B Phase 2B 2 & 4 4AB, 5, 9AB, 9C with underground parking in main parking structure, and the Aqua Center Phase 3 5 & 8 11 both with underground parking Phase 4 6 10AB with underground parking Phase 5 7 12 with underground parking RECORD DOCUMENTS: Town of Snowmass Village Land Use Code, Comprehensive Plan, and complete Base Village project file. PUBLIC NOTICE: A public hearing notice is required by the code for the Town Council review of a Minor PUD Amendment. Although this meeting was noticed as a public hearing, typically the hearing would be held at the second reading of the ordinance before the Town Council. STAFF ANALYSIS / AGENCY COMMENTS / DISCUSSION OF COMPLIANCE WITH LAND USE CODE / RECOMMENDATIONS: Vested property rights / Term of Vested Right (Sec. 16A- 5- 90(d)): According to the subsection, the code states: Rights which have been vested as provided herein shall remain so vested for a period of three (3) years, unless extended by the Town Council in its complete discretion on a case -by -case basis. The Town Council shall 5 09 -08 -14 TC Packet 82 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 consider both the needs of the Town and the property owner in determining to extend a vested property right beyond three (3) years. Any such extension shall be in the form of a development agreement duly authorized and executed by the landowner or landowners involved and approved by ordinance. The Town Council may impose reasonable conditions upon any such extension. (emphasis added) Staff Comment: The Town Council has complete discretion on the vested rights matter or extension thereof, but the Planning Commission recommends to Council on any Minor PUD Amendment (see review criteria below). The language from the section above, "The Town Council shall consider both the needs of the Town and the property owner in determining to extend a vested property right beyond three (3) years" implies that extending the vesting beyond three years will require Council to consider both the needs of the Town and the property owner in making its findings. Although Staff recommended that the initial vesting be consistent with this section of the code and the proposed extension deadline be moved up to November 3, 2017, the Planning Commission is recommending the extension deadline be November 3, 2018. Staff is also recommending that if the applicant meets all of the milestones prior to the extension deadline (as proposed by Staff or recommended by Planning Commission), that an automatic extension for the following term be granted with no further municipal review to the November 3, 2019 deadline. If all of the remaining milestones are met by that time, then the final vesting rights should be awarded through November 3, 2024. Because the applicant is requesting an initial vesting extension of more than three years, Town Council should make findings as part of their action that the needs of both the Town and the property owner were considered (also included in the draft ordinance attached). [It should be noted that the suggestion by a community member that the vesting not be extended but "deferred" by Town Council until a PUD Amendment for the project is filed and reviewed, is not an option. There does not appear to be any language in the Land Use Regulations that would allow for a "deferral' of vesting]. Code: Amendment of Final PUD (Sec. 16A -5- 390(3)): An application for a minor amendment to a Final PUD shall comply with the standards below, as noted in italics. Staff Comment: The Applicant has the burden of proof to demonstrate compliance with the Code's review criteria or standards. The following comments, findings or recommendations are provided for consideration. C 09 -08 -14 TC Packet 83 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 Code: a. Consistent with original PUD. The proposed amendment shall be consistent with, or an enhancement of, the original PUD approval. Staff Comment: The applicant is not proposing any changes to the physical parameters of the project, so the proposed amendment is consistent with the original PUD approval. The request to modify three agreements associated with the PUD (that address certain public improvements that were to be installed in the initial vesting period) is due to the unforeseen circumstances related to the recession, subsequent foreclosure, receivership and ultimate reacquisition by Snowmass Acquisition Company. According to the application, the same mitigation rates and requirements of the original PUD will continue to apply, including required improvements, trails and landscaping. The applicant acknowledges that some public improvement mitigation has not been completed consistent with the original PUD, but completion of these improvements will ensure consistency with the original PUD. Code: b. No substantial adverse impact. The proposed amendment shall not have a substantially adverse effect on the neighborhood surrounding the land where the amendment is proposed, or have a substantially adverse impact on the enjoyment of land abutting upon or across the street from the subject property. Staff Comment: The current un -built state of the Base Village has had an adverse impact on the neighborhood surrounding it, as well as the Town as a whole. The decision to move forward with an extension of vested rights that provides a series of milestones for the completion of certain public and private improvements should improve the existing adverse impact by providing the "incentive" the developer needs to secure capital to restart the project. Although most of the public improvements identified in the previous agreements have been completed, there are remaining items yet to be completed, which are now proposed for completion as "milestones" as proposed in the Minor PUD Amendment vesting extension request. These public improvements include: a. Upper Wood Road improvements, including another bus shelter with pullout areas near the Enclave and a pullout area near the future Aquatic Center, beyond the realignment of the roadway pursuant to the original SIA; b. A snowmelt system at entrance /exit to the parking garage /transit center off Wood Road and in front of Building 7 (Arrival Center); c. Certain trail connections including the west side of Base Village and by future Building 10AB); 7 09 -08 -14 TC Packet 84 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 d. Landscaping improvements associated with buildings yet to be completed; e. The roundabout; and f. The Aquatic Center /Community Purpose facility; These improvements would benefit the town and surrounding properties, but would also be advantageous for the applicant in finding investors or marketing the Base Village project. Code: c. Not change character. The proposed amendment shall not change the basic character of the PUD or surrounding areas. Staff Comment: The proposed amendment is not proposing any physical changes to the PUD; thus, there will be no change in the basic character of the PUD or surrounding areas. The Base Village PUD remains zoned `MU -2' and the Final PUD Guide standards have not changed since the overall amendment in 2007, with the exception of the recent development statistics revisions for the Building 13B amendment. Code: d. Comply with other applicable standards. The proposed amendment shall comply with the other applicable standards of Division 3, PUD, including but not limited to Section 16A- 5- 300(c), General Restrictions, and Section 16A -5 -310, Review Standards. Staff Comment: Because the amendment relates only to written agreements, the General Restrictions, Review Standards and Development Evaluations Standards are not applicable in this case, with the following exceptions: Code: a. General Restrictions (Sec. 16A- 5- 300(c): (9) Road standards. Staff Comment: There is no change or proposal to deviate from the Town's road standards. However, certain public improvements, such as curb and gutter for Upper Wood Road, bus shelters, the Brush Creek roundabout, and the effects to storm drainage infrastructure, transit facilities, et cetera, need to be completed and are proposed to be as part of the changes to the written agreements. Please reference the attached review comments from the Town Engineer dated July 15, 2014 for related or further issues. Code: b. Review Standards (Sec. 16A -5 -310): P 09 -08 -14 TC Packet 85 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 i. Consistency with Comprehensive Plan. Staff Comment: A few of the Base Village and Town Core CPA objectives or policies in the Built Environment, Chapter 7 of the Comprehensive Plan include: ➢ Encourage revitalization and reinvestment in existing properties; ➢ Incentivize revitalization and reinvestment; ➢ Effectively integrate the two resort commercial nodes and community commercial node through improved transit and pedestrian connectivity and mobility; ➢ Facilitate the improvement and /or addition of amenities including meeting places, fitness and /or spa facilities, lobbies, outdoor gathering places, pools and /or hot tubs, landscaped areas; ➢ Provide adequate transit facilities; ➢ Enhance connectivity to other commercial nodes A few of the objectives or policies in the Transportation, Chapter 8 of the Comprehensive Plan include: ➢ Uphold roadway standards as a baseline for measuring the impact of future development; ➢ Comprehensively link land use / employee housing decisions with mobility options; ➢ Provide effective transit, ...traffic demand management, ....enhanced pedestrian / bicycle opportunities; ➢ Develop fully integrated commuter - oriented trail, bike, and pedestrian system for year -round use that connects to regional trail systems and transit stops; ➢ Develop seamless transportation links between Base Village, Snowmass Center, and West Village Completion of the remaining public improvements sooner rather than later, as outlined in the Agreements, would assist in fulfilling the Comprehensive Plan objectives and policies. Code: ii. Creative approach. Staff Comment: Not applicable. The applicant is not proposing any physical changes to the proposed PUD. iii. Landscaping. 0 09 -08 -14 TC Packet 86 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 Staff Comment: Landscaping must be completed on sites prior to buildings receiving a certificate of occupancy. This requirement is addressed in the Subdivision Improvements Agreement. Code: iv. Spatial pattern shall be efficient. Staff Comment: Not applicable. The applicant is not proposing any physical changes to the proposed PUD. Code: v. Phasing. Staff Comment: Not applicable. The applicant is not proposing phasing changes to the proposed PUD. The proposed milestones for the completion of public infrastructure and the construction of Building 13B (previously approved) in exchange for the extension of vesting is proposed as part of the Development Agreement. Other Comments / Considerations /Recommendations: It should be noted that if the vesting extension is denied, the applicant would be subject to new regulations subsequently put into place after the approval of the original PUD in 2004. For example, beginning December 2014, new employee housing standards would need to be met on subsequent permits or PUD amendments. Additionally, in February 2009, there was a separate agreement executed between the Town and the Base Village owner at the time, inured to the benefit of the owner as well as successors and assigns, generally stating in Section 1.6 that the Certificate of Occupancy (C.O.) for Building 7 would be the next C.O. to be sought by the owner, and that no other certificates of occupancy would be sought by the owner or will be granted by the Town before the Building 7 C.O., other than (i) the certificates of occupancy for Building 13A (completed), Building 13B and Building 8; (ii) any certificates of occupancy for Phase I of Base Village; and, including any C.O.s for tenants in Phase I or previously issued Temporary Certificate of Occupancy (TCO). To ensure consistency with this requirement, Staff is recommending that the completion of Buildings 7 and 8 (including the clinic) be moved up in the schedule of milestones. Currently, these buildings are located on Lot 3 which is proposed for substantial completion by November 3, 2019. The applicant has agreed to move the milestone up to November 3, 2018. The Snowmass Wildcat Fire Protection District ( SWFPD) has provided written comments and a photo (Exhibit D) of the hazardous location and manner in which injured parties are transferred to ambulances off of Faraway Road. SWFPD has stressed that the previous on -hill clinic was to be temporarily relocated while construction of the Base Village progressed. Their comments indicate that it has now been 8 years and the temporary clinic is not adequate. 10 09 -08 -14 TC Packet 87 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 Minutes from the Planning Commission meeting held last February provided by SWFPD indicate the Planning Commission's desire to make the clinic a high priority for completion within the project (attached to SWFPD referral comments, Exhibit D). It should be noted that Building 8 is not the preferred location of the new clinic by SWFPD, as they would prefer to be located on the lowest level (off of the ski run) on Lot 4 (Community Purpose or Aquatic Center Site). This decision should be determined as part of the subsequent PUD amendment process, as proposed as part of this vesting request (that an application will be submitted by October 15, 2014). Finally, there were additional recommendations from the Planning Commission that were not incorporated as conditions into the Ordinance, but are presented below for your consideration: 1. The Town Council should direct the Planning Commission to consider, in the October 15, 2014 PUD Amendment application, whether the Aqua Center was primarily a Community Purpose Facility or a Base Village Amenity and whether the future program, definition and uses as well as the timing of the construction of the Community Purpose Facility should be addressed to the Town's satisfaction. 2. The Planning Commission recommends that Town Council consider options for financial security to ensure completion of private building construction. 3. The Town Council should entertain and consider the proposed amendment in the most expeditious manner possible, pursuant to code. Tables of Proposed Actions: Staff has created a series of tables that take the key components from each of the three agreements, as proposed by the applicant, includes proposed changes recommended by Staff, and in the case of Table 1, what the Planning Commission is recommending to Town Council. The Tables are described as follows: Table 1: First Amendment to Base Village Development Agreement (includes the milestones or conditions that will allow the developer to achieve extended vesting rights) Table 2: First Amendment to Base Village Funding Agreement (addresses what contributions the Developer has completed and how the remaining public improvements will be funded with "performance security" posted) Table 3: Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development (specifies completed improvements, 11 09 -08 -14 TC Packet 88 Town Council Staff Report Base Village Minor PUD Amendment For Vesting Extension August 18, 2014 remaining public improvements to be completed and security for those improvements) Staff is also recommending that specific language be added to the Agreements that ensures that any "construction interruptions" (per Sec. 16A -5 -310 (9)) that occur as happened during the recession, would be properly mitigated. This was not specifically addressed in the proposed agreements. In summary, Staff supports the extension of the vested rights, provided the milestones can be achieved. Staff recommends that an "incentive approach" be utilized and incorporated into the agreements whereby the applicant would receive an initial three (3) year vesting to 2017 with an automatic extension to November 3, 2019 with no additional review required by the Town Council (provided the milestones are met). The Planning Commission is recommending a four year extension to November 3, 2018. The Planning Commission's proposed language to the draft Agreements is indicated in the attached ordinance and tables. Staff recommends approval pursuant to the attached draft Ordinance No. 03, Series of 2014. Referral Agency comments received from and attached to this report in Exhibit D: John Mele, Snowmass - Wildcat Fire Protection District Dean Gordon, Town Engineer David Peckler, Transportation Anne Martens, Public Works John Dresser, Town Attorney 12 09- 08 -14TC Packet 89 1 TOWN OF SNOWMASS VILLAGE 2 PLANNING COMMISSION 3 4 DRAFT RESOLUTION NO. 07 5 SERIES OF 2014 6 A RESOLUTION PROVIDING RECOMMENDATIONS TO THE TOWN COUNCIL 7 REGARDING A MINOR PUD AMENDMENT TO BASE VILLAGE INVOLVING REQUESTED VESTED RIGHTS EXTENSION, AND • OF IMPROVEMENTS. 9 PUBLIC IMPROVEMENTS, AND TIMEFRAME FOR COMPLETION OF CERTAIN lo PRIVATE 11 WHEREAS, the Base Village Final Planned Unit Development ( "BV PUD ") was 12 approved by Town Council Ordinance No. 21, Series of 2004 ( "Ordinance 21"), which 13 was amended and updated by Ordinance No. 03, Series of 2007; and 14 15 WHEREAS, Snowmass Acquisition Company ( "Applicant" and "Owner"), a 16 Delaware limited liability company, has submitted a Minor PUD Amendment application 17 on June 30, 2014 as updated for completeness July 7, 2014, requesting a five —year 18 extension to November 3, 2019 of the deadline under the Development Agreement for 19 the initial vesting for Base Village while maintaining the overall vesting deadline of 20 November 3, 2024; and proposing certain amendments to the Development 21 Agreement, the Funding Agreement and the Subdivision Improvements Agreement that 22 include provisions for securing the completion of the roundabout and other public 23 improvements in relation to the triggers proposed for the vesting extension; and 24 25 WHEREAS, an initial meeting was scheduled before the Planning Commission 26 on July 23, 2014 to receive a presentation by the Applicant, to hear the 27 recommendations of the Town Staff, to review the application and to consider this 28 resolution; and 29 30 WHEREAS, the Planning Commission at a meeting on August 6, 2014 acted 31 upon this resolution; and 32 33 WHEREAS, the Minor PUD Amendment was processed pursuant to the 34 procedures outlined in Section 16A -5 -390 of the Land Use and Development Code 35 ( "Municipal Code "). 36 37 NOW, THEREFORE, BE IT RESOLVED, by the Planning Commission of the 38 Town of Snowmass Village, Colorado: 39 40 Section One: General Findings. The Planning Commission generally finds that: 41 42 1. The Applicant has submitted sufficient information pursuant to Section 16A -5- 43 390 of the Municipal Code to permit the Town Staff and Planning Commission 44 an adequate review of the proposed Minor PUD Amendment. 09 -08 -14 TC Packet 90 PC Reso 7, 2014 Page 2 of 6 E 46 2. In accordance with Municipal Code Section 16A- 5- 90(d), `Vested property 47 rights / Term of Vested Right,' it states: "Rights which have been vested as 48 provided herein shall remain so vested for a period of three (3) years, unless 49 extended by the Town Council in its complete discretion on a case -by -case 50 basis. The Town Council shall consider both the needs of the Town and the 51 property owner in determining to extend a vested property right beyond three 52 (3) years. Any such extension shall be in the form of a development 53 agreement duly authorized and executed by the landowner or landowners 54 involved and approved by ordinance. The Town Council may impose 55 reasonable conditions upon any such extension. 56 57 Town Council has complete discretion on the vested rights matter or extension 58 thereof. However, inasmuch as the Planning Commission is authorized to 59 review and recommend on proposed PUD Amendments, and the vesting 60 extension is part of the application, the Planning Commission does feel 61 compelled to offer a recommendation on the vesting request. It further offers 62 specific findings and recommendations concerning the code's Minor PUD 63 Amendment review standards in Sections Two and Three, respectively, in this 64 resolution. 65 66 3. As the initial Minor PUD Amendment submission dated June 30, 2014 67 proposed only text revisions to the affected companion agreements, the 68 Planning Director has determined that the Base Village PUD should be treated 69 as a Minor PUD Amendment versus a Major PUD Amendment in accordance 70 with Municipal Code Section 16A -5- 390(1). 71 72 4. As further noted within Section Two below for the specific findings, the 73 application, with proposed modifications recommended by Staff, is consistent 74 with all of the applicable review standards specified within Section 16A -5- 75 390(3) of the Municipal Code. 76 77 Section Two: Specific Findings. The Planning Commission specifically finds that: 78 79 1. Pursuant to Section 16A- 5- 390(3)a of the Municipal Code, the proposed 80 application is consistent with, or an enhancement of, the original PUD 81 approval. 82 83 2. Pursuant to Section 16A- 5- 390(3)b of the Municipal Code, the proposed 84 amendment should not have a substantially adverse effect on the 85 neighborhood surrounding the land where the amendment is proposed, 86 or have a substantially adverse impact on the enjoyment of land abutting 87 upon or across the street from the subject property. The Planning 88 Commission finds that the neighborhood has been, and continues to be, 89 adversely impacted due to the delay in construction of both the public 90 and private improvements initially caused by the recession, but notes 09 -08 -14 TC Packet 91 PC Reso 7, 2014 Page 3 of 6 91 that many of the improvements identified in the previous agreements 92 have been completed. With respect to the remaining required public 93 improvement items described in the Funding Agreement and the 94 Subdivision Improvement Agreement that have yet to be completed, the 95 inclusion of milestones in the Development Agreement for completion of 96 these items, together with the provision of financial security for 97 completion of some of these items will help to keep these improvements 98 on a schedule that will bring to an end the negative impact on the 99 neighborhood surrounding the Base Village PUD from the delay in 100 completing these public improvements. 101 102 3. Pursuant to Section 16A- 5- 390(3)c of the Municipal Code, the proposed 103 amendment does not describe any change in the basic character of the 104 PUD or surrounding areas although it should be noted that the proposed 105 amendment does require submission of another proposed amendment 106 to the PUD by October 15, 2014 which may make changes to the basic 107 character of the PUD. 108 109 4. Pursuant to Section 16A- 5- 390(3)d of the Municipal Code, the proposed 110 amendment complies with the other applicable standards of Division 3, 111 PUD, including but not limited to Section 16A- 5- 300(c), General 112 Restrictions, and Section 16A -5 -310, Review Standards, because the 113 amendment proposes text amendments to written agreements without 114 describing any design changes, although as noted above the proposed 115 amendment does require submission of another amendment to the PUD 116 by October 15, 2014. 117 118 5. Pursuant to Section 16A- 5- 310(1), the Planning Commission finds that 119 the completion of outstanding public improvements would assist in 120 fulfilling the Comprehensive Plan objectives and policies. 121 122 6. Pursuant to Section 16A -5- 310(2), the Planning Commission finds that 123 this Section on Community Character is not applicable because the 124 proposed amendment describes no design changes to the PUD. 125 126 7. Pursuant to Section 16A -5- 310(3), the Planning Commission finds that 127 this Section is not applicable because the applicant has described no 128 design changes to the PUD that would modify the creative approach to 129 the project. 130 131 8. Pursuant to Section 16A -5- 310(4), the Planning Commission finds that 132 the installation of the outstanding landscaping would benefit the town 133 and surrounding properties, and that the milestones established for 134 completion of these improvements linked to the extension of vesting will 135 more likely ensure compliance by the applicant. 136 09 -08 -14 TC Packet 92 PC Reso 7, 2014 Page 4 of 6 137 9. Pursuant to Section 16A -5- 310(5), the Planning Commission finds that 138 this Section on development evaluation standards is not applicable 139 because the application describes no design changes to the PUD. 140 141 10. Pursuant to Section 16A -5- 310(6), the Planning Commission finds that 142 this Section on suitability for development is not applicable because the 143 application describes no design changes to the PUD. 144 145 11. Pursuant to Section 16A -5- 310(7), the Planning Commission finds that 146 this Section on spatial pattern is not applicable because the application 147 describes no proposed design changes to the PUD. 148 149 12. Pursuant to Section 16A -5- 310(8), the Planning Commission finds that 150 this Section on phasing is only partially applicable because the 151 application describes no proposed phasing changes to the PUD. 152 However, the delayed pace and phasing of construction has and could 153 continue to harm the community as a whole. Further delays of public 154 improvements do not meet the code standard of `as early in the project 155 as reasonable.' Contrarily, the applicant's proposal including milestones 156 that could limit vesting and provision of some financial security for 157 completion increases the likelihood that the installation of public 158 improvements will in fact be reasonably implemented or fulfilled in the 159 project as previously required. 160 161 13. Pursuant to Section 16A -5- 310(9), the Planning Commission finds that 162 this Section on construction interruptions has not been addressed in the 163 proposed agreements, and it would be in the Town's best interest to 164 have specific language, to be approved by the Town attorney, that the 165 developer provide a reasonable restoration and /or remediation 166 contingency plan to mitigate impacts resulting from any potential 167 extended interruption of construction affecting the community as a 168 whole. Surety or security may be necessary to ensure implementation of 169 the plan. 170 171 14. Pursuant to Section 16A -5 -90, to grant the applicant the desired vesting 172 extension, Town Council should make a finding that it has adequately 173 weighed the interest of the Town along with the interests of the property 174 owner based upon a site specific site plan, which has been referenced in 175 the proposed Development Agreement amendment. 176 177 Section Three: Action and Recommendations. The Planning Commission makes the 178 following recommendations regarding the application for a Minor PUD Amendment to 179 Base Village regarding the request for vested rights extension and the completion of 180 public improvements and other private improvements: 181 09 -08 -14 TC Packet 93 PC Reso 7, 2014 Page 5 of 6 182 1. The Planning Commission recommends an interim four -year extension to 183 November 3, 2018, that includes an automatic extension to 2019 if the proposed 184 milestones set forth in the Development Agreement are achieved, which is 185 consistent with the original PUD or an enhancement of the PUD. Town Council 186 should make findings as part of their action that the needs of both the Town and 187 the property owner were considered. 188 189 2. The Planning Commission recommends acceptance of the language /milestones 190 proposed by the applicant as described in revised Table 1 dated 7/23/2014, 191 revised 8/6/2014 (attached as Exhibit A) to facilitate more timely public 192 improvements and private investment that will result in no adverse impact on the 193 neighborhood surrounding the land where the amendment is proposed, or have a 194 substantially adverse impact on the enjoyment of land abutting upon or across 195 the street from the subject property. 196 197 3. The Planning Commission recommends that the language proposed by the 198 applicant as to Force Majeure Events is not acceptable, and that any alternative 199 language proposed by the applicant be approved by the Town Attorney. 200 201 4. The Planning Commission recommends that proposed cost estimates be 202 reflective of the expected costs upon completion of construction drawings for 203 both the roundabout and Upper Wood Road and delivered prior to the posted 204 security deadline. What is considered acceptable shall be approved by the 205 Town Engineer. Further, Town Council should also consider what the on -going 206 costs to the Town of maintaining the current "temporary" Upper Wood Road may 207 be, as discussed in the e -mail from Town Engineer Dean Gordon (attached as 208 Exhibit B to this resolution). 209 210 5. The Planning' Commission recommends that the Applicant be required to provide 211 the Town with the financial surety, in form and substance satisfactory to the 212 Town Attorney, for the proposed public improvements (based on preliminary cost 213 estimates approved by the Town Engineer) within 30 days of approval of this 214 Minor PUD Amendment. The Commission further recommends that the surety 215 be updated within 30 days after the Town Engineer approves final cost estimates 216 for each public improvement, but no later than January 1, 2015 for the 217 roundabout and January 1, 2016 for the Upper Wood Road improvements. 218 219 6. The Planning Commission recommends that the permanent Buildings 7 and 8, 220 including the emergency clinic, on Lot 3 be completed by December 31, 2018. 221 222 223 7. The Town Council should direct the Planning Commission to consider, in the 224 October 15, 2014 PUD Amendment application, whether the Aqua Center was 225 primarily a Community Purpose Facility or a Base Village Amenity and whether 226 the future program, definition and uses as well as the timing of the construction of 227 the Community Purpose Facility should be addressed to the Town's satisfaction. 09 -08 -14 TC Packet 94 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 PC Reso 7, 2014 Page 6 of 6 8. The Town Council should entertain and consider the proposed amendment in the most expeditious manner possible, pursuant to code. 9. The PUD Amendment to be filed by October 15, 2014 should be comprehensive to address the entire Base Village PUD to avoid a piecemeal approach that will not serve the purpose of considering the entire development and appropriate mitigation for the PUD as a whole. 10. The Planning Commission recommends that the "cure period" for any default by the applicant be reduced from the proposed 60 days to a more reasonable 15 day cure period. 11. The Planning Commission recommends that Town Council consider options for financial security to ensure completion of private building construction. Section Four. Severability. If any provision of this Resolution or application hereof to any person or circumstance is held invalid, the invalidity shall. not affect any other provision or application of this Resolution which can be given effect without the invalid provision or application, and, to this end, the provisions of this Resolution are severable. INTRODUCED, READ, AND APPROVED, as amended, by the motion of Planning Commission Member David Rachofsky and the second of Planning Commission Member Doug Faurer by a vote of 6 in favor and 0 against, on this 6t" day of August, 2014. TOWN OF SNOWMASS VILLAGE PLANNING COMMISSION Robert Sirkus, Chairman ATTEST: Cindy Ford, Planning Commission Secretary Attachments: Exhibit A Table 1 dated 7/23/2014, revised 8/6/2014 Exhibit B E -mail correspondence from Dean Gordon, Town Engineer dated July 14, 2014 09 -08 -14 TC Packet 95 v 0 N O a: O O c 0 m W E e O\ d U a Z > Z Z O t o ? > > Z s y 0 ° O O m Z O p N ry a a a a O N a O O a a \ N a � a m C a _ � „ „ c c Y°c c m w c c m H 01 0 o m o � > a a m p c > „ ^+ y E ?+ a o a 10 a c a c c o 'c a > > E a a y Y ° « ¢ a « •E c ° E u a N c a a c° c a a"i v o O o n $ v m 3c E a o 0 o v s s u w w o 0 o v as c E c s n o a w G m a •5 E c 3 3 a w 3 ° o o' ° q N .o 3 3 LL v LL_ a LL � U �-° � C ° � f2 12 a o c a O 0> n a 3 •3 a L � „ a � C 0 'F 9 d a a E g; o ° .S Z i Z Z d 'o E c O E '$� E °'� c a c ? °1 c 3 •a o a d o c o H ,= o o .0 4 s m `o O a o o H p ° `o CO G O W ° n O N G a. r i C V W u y„ O LL O d O d " CO ° O u° u° u u° E v ° v° o z° z° 9 E u° ° v " E �' 3 E E c E a 09 -08 -14 TC Packet 96 \ \ \ \ \ \ } ) \ /7 /} \\ i ] t ) )\ { )k \ \\ \ \\ ! } { - }( $) _E \ � � } /\ &: ( k k k } \ \ \ \ § ! /Z2! ®$f ;� ;o(; -. !� ! ! - { §) /!{ \ /\ /} \ \ \§ §| } } \i( VE �- )� .ER 2 - / }§ƒƒsf =a | \} { \ 09 -08 -14 T( Packet 97 Mile Ann Wood r From: Dean Gordon [DeanG @sgm- inc.com] Sent: Monday, July 14, 2014 7:12 PM To: Julie Ann Woods Cc: Anne Martens Subject: RE: Draft amendments for SAC application Here is my take —have to go between screens so this may be disjointed: - -BV Development Agreement - -we have always been concerned about accelerating costs of maintaining UWR now going on 10 years as a temporary road. BV had originally agreed to not only absorb those costs but actually do the maintenance work. We have lost sight of that in this agreement. They have also never done any maintenance work at all —check with Baker. - -15t Amendment to BV Funding Agreement - -I read that the TOSV pays the first $800k rather than the last $800k or at least a proportional share, - -the town should receive "credit" for the costs it has incurred for SGM's billings as well as staff time; at the least the value of the work should be consistent between BV and TOSV —if they charge for their consultant time and /or staff time then so should the town. - -the list of public works completed seems accurate. - -would like to see the estimated costs before final approval —same comment for the SIA. - -2 "d Amendment to SIA -their draws should be discounted by at least a 10% retainage AND whatever the town pays. Thank you, Dean Gordon, PE Principal i. i #; Glenwood Springs, 816 970.384.9006 11,7491 JS From: Julie Ann Woods [mailto:JZoods(atosv.com Sent: Friday, July 11, 2014 7,41 AM To: Dean Gordon Cc: Anne Martens Subject: FW: Draft amendments for SAC application Dean= Please confirm you received these. 09 -08 -14 TC Packet 98 XTE�s, 1 TOWN OF SNOWMASS VILLAGE 2 TOWN COUNCIL 3 4 DRAFT ORDINANCE NO. 3 5 SERIES OF 2014 - - A - A • • 10 WHEREAS, the Base Village Final Planned Unit Development ( "BV PUD ") was 11 approved by Town Council Ordinance No. 21, Series of 2004 ( "Ordinance 21 "), which 12 was amended and updated by Ordinance No. 03, Series of 2007; and 13 14 WHEREAS, Snowmass Acquisition Company ( "Applicant" and "Owner"), a 15 Delaware limited liability company, submitted a Minor PUD Amendment application on 16 June 30, 2014 as updated for completeness July 7, 2014, requesting a five —year 17 extension to November 3, 2019 of the deadline under the Development Agreement for 18 the initial vesting for Base Village while maintaining the overall vesting deadline of 19 November 3, 2024; and proposing certain amendments to the Development 20 Agreement, the Funding Agreement and the Subdivision Improvements Agreement that 21 include provisions for securing the completion of the roundabout and other public 22 improvements in relation to the milestones proposed for the vesting extension; and 23 24 WHEREAS, a meeting was held before the Planning Commission on July 23, 25 2014 and continued to at a meeting on August 6, 2014, whereby the Planning 26 Commission received a presentation by the Applicant, and heard the recommendations 27 of the Town Staff, reviewed the application and acted upon Resolution No. 7, Series of 28 2014, providing recommended conditions to the Town Council; and 29 30 WHEREAS, a public hearing notice was printed in the Snowmass Sun on July 31 30, 2014 for the Town Council meeting on August 18, 2014. The applicant submitted 32 executed affidavits for the mailing and posting of the public hearing notice; and 33 34 WHEREAS, the Town Council conducted a public hearing and reviewed the 35 application for the Minor PUD Amendment on Base Village vesting, on August 18, 2014, 36 for first reading, with the second reading scheduled for September 8, 2014; and 37 38 WHEREAS, the Minor PUD Amendment was processed pursuant to the 39 procedures outlined in Section 16A -5 -390 of the Land Use and Development Code 40 ( "Municipal Code "). 41 42 NOW, THEREFORE, BE IT ORDAINED, by the Town Council of the Town of 43 Snowmass Village, Colorado: 44 09 -08 -14 TC Packet 99 TC Ord. 3, Series of 2014 Page 2 of 7 45 Section One: General Findings. The Town Council finds that: 46 47 1. The Applicant has submitted sufficient information pursuant to Section 16A -5- 48 390 of the Municipal Code to permit the Town Staff, Planning Commission and 49 Town Council an adequate review of the proposed Minor PUD Amendment. 50 51 2. The Applicant sufficiently met the public hearing notice requirements pursuant 52 to Section 16A -5 -60, `Notice of public hearings.' 53 54 3. The application is consistent with the applicable review standards specified 55 within Section 16A -5- 390(3) of the Municipal Code. 56 57 4. In accordance with Municipal Code Section 16A- 5- 90(d), `Vested property 58 rights / Term of Vested Right,' it states: "Rights which have been vested as 59 provided herein shall remain so vested for a period of three (3) years, unless 60 extended by the Town Council in its complete discretion on a case -by -case 61 basis. The Town Council shall consider both the needs of the Town and the 62 property owner in determining to extend a vested property right beyond three 63 (3) years. Any such extension shall be in the form of a development 64 agreement duly authorized and executed by the landowner or landowners 65 involved and approved by ordinance. The Town Council may impose 66 reasonable conditions upon any such extension. 67 68 Town Council has complete discretion on the vested rights matter or extension 69 thereof. However, inasmuch as the Planning Commission is authorized to 70 review and recommend on proposed PUD Amendments, and the vesting 71 extension is part of the application, the Planning Commission did offer specific 72 findings and recommendations as set forth in Resolution No. 7, Series of 2014 73 for the Town Council's consideration. 74 75 5. As the initial Minor PUD Amendment submission dated June 30, 2014 76 proposed only text revisions to the affected companion agreements, the 77 Planning Director has determined that the Base Village PUD should be treated 78 as a Minor PUD Amendment versus a Major PUD Amendment in accordance 79 with Municipal Code Section 16A -5- 390(1). 80 81 6. As further noted within Section Two below for the specific findings, the 82 application, with proposed modifications recommended by Staff and the 83 Planning Commission, is consistent with all of the applicable review standards 84 specified within Section 16A -5- 390(3) of the Municipal Code. 85 86 Section Two: Specific Findings. The Town Council specifically finds that: 87 88 1. Pursuant to Section 16A- 5- 390(3)a of the Municipal Code, the proposed 89 application is consistent with, or an enhancement of, the original PUD 90 approval because it provides a series of milestones to be met that will 09 -08 -14 TC Packet 100 TC Ord. 3, Series of 2014 Page 3 of 7 91 ensure certain public and private improvements will be completed as 92 part of the Base Village project. 93 94 2. Pursuant to Section 16A- 5- 390(3)b of the Municipal Code, the proposed 95 amendment should not have a substantially adverse effect on the 96 neighborhood surrounding the land where the amendment is proposed, 97 or have a substantially adverse impact on the enjoyment of land abutting 98 upon or across the street from the subject property. The Town Council 99 finds that the neighborhood has been, and continues to be, adversely 100 impacted due to the delay in construction of both the public and private 101 improvements initially caused by the recession, but notes that many of 102 the improvements identified in the previous agreements have been 103 completed. With respect to the remaining required public improvement 104 items described in the Funding Agreement and the Subdivision 105 Improvement Agreement that have yet to be completed, the inclusion of 106 milestones in the Development Agreement for completion of these items, 107 together with the provision of financial security for completion of some of 108 these items will help to keep these improvements on a schedule that will 109 bring to an end the negative impact on the neighborhood surrounding 110 the Base Village PUD from the delay in completing these public 111 improvements. 112 113 3. Pursuant to Section 16A- 5- 390(3)c of the Municipal Code, the proposed 114 amendment does not describe any change in the basic character of the 115 PUD or surrounding areas although it should be noted that the proposed 116 amendment does require submission of another proposed amendment 117 to the PUD by October 15, 2014 which may make changes to the basic 118 character of the PUD. 119 120 4. Pursuant to Section 16A- 5- 390(3)d of the Municipal Code, the proposed 121 amendment complies with the other applicable standards of Division 3, 122 PUD, including but not limited to Section 16A- 5- 300(c), General 123 Restrictions, and Section 16A -5 -310, Review Standards, because the 124 amendment proposes text amendments to written agreements without 125 describing any design changes, although as noted above the proposed 126 amendment does require submission of another amendment to the PUD 127 by October 15, 2014. 128 129 5. Pursuant to Section 16A -5- 310(1), the Town Council finds that the 130 completion of outstanding public improvements would assist in fulfilling 131 the Comprehensive Plan objectives and policies. 132 133 6. Pursuant to Section 16A -5- 310(2), the Town Council finds that this 134 Section on Community Character is not applicable because the 135 proposed amendment describes no design changes to the PUD. 136 09 -08 -14 TC Packet 101 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 TC Ord. 3, Series of 2014 Page 4 of 7 7. Pursuant to Section 16A -5- 310(3), the Town Council finds that this Section is not applicable because the applicant has described no design changes to the PUD that would modify the creative approach to the project. 8. Pursuant to Section 16A -5- 310(4), the Town Council finds that the installation of the outstanding landscaping would benefit the town and surrounding properties, and that the milestones established for completion of these improvements linked to the extension of vesting will more likely ensure compliance by the applicant. 9. Pursuant to Section 16A -5- 310(5), the Town Council finds that this Section on development evaluation standards is not applicable because the application describes no design changes to the PUD. 10. Pursuant to Section 16A -5- 310(6), the Town Council finds that this Section on suitability for development is not applicable because the application describes no design changes to the PUD. 11. Pursuant to Section 16A -5- 310(7), the Town Council finds that this Section on spatial pattern is not applicable because the application describes no proposed design changes to the PUD. 12. Pursuant to Section 16A -5- 310(8), the Town Council finds that this Section on phasing is only partially applicable because the application describes no proposed phasing changes to the PUD. However, the delayed pace and phasing of construction has and could continue to harm the community as a whole. Further delays of public improvements do not meet the code standard of `as early in the project as reasonable.' Contrarily, the applicant's proposal including milestones that could limit vesting and the provision of financial security for completion increases the likelihood that the installation of public improvements will in fact be reasonably implemented or fulfilled in the project as previously required. 13. Pursuant to Section 16A -5- 310(9), the Town Council finds that this Section on construction interruptions has not been addressed in the proposed agreements, and it would be in the Town's best interest to have specific language, to be approved by the Town attorney, that the developer provide a reasonable restoration and /or remediation contingency plan to mitigate impacts resulting from any potential extended interruption of construction affecting the community as a whole. Surety or security may be necessary to ensure implementation of the plan. 14. Pursuant to Section 16A -5 -90, to grant the applicant the desired vesting extension, Town Council finds that it has adequately weighed the 09 -08 -14 TC Packet 102 TC Ord. 3, Series of 2014 Page 5 of 7 183 interest of the Town along with the interests of the property owner based 184 upon a site specific site plan, which has been referenced in the proposed 185 Development Agreement amendment. 186 187 Section Three: Action. The Town Council hereby approves the following proposal 188 subject to the conditions in Section Four below: 189 190 1. The Minor PUD Amendment to Base Village vested rights extension and the 191 completion of public improvements and other private improvements as 192 summarized in Tables 1, 2 and 3 attached as Exhibit "A" incorporated herein, and 193 that serve as the basis for the revised Development Agreement, Funding 194 Agreement and Subdivision Improvements Agreements, to be reviewed and 195 approved by the Town Attorney. 196 197 Section Four: Conditions. The applicant shall comply with the following conditions: 198 199 1. The Applicant's vested rights for the Base Village PUD is hereby extended for 200 four years to November 3, 2018. Provided the milestones set forth in the 201 Development Agreement are achieved, as set forth in Exhibit A, Table 1, the 202 Applicant will be awarded a second automatic extension of vested rights to 203 November 3, 2019. If all proposed milestones for the project are achieved, then 204 vested rights shall be extended automatically to November 3, 2024, which is 205 consistent with the original PUD or an enhancement of the PUD. 206 207 2. The Applicant shall meet the milestones as described in revised Table 1 dated 208 7/23/2014, revised 8/6/2014 (attached as Exhibit A) in order to facilitate more 209 timely public improvements and' private investment that will result in no adverse 210 impact on the neighborhood surrounding the land where the amendment is 211 proposed, or have a substantially adverse impact on the enjoyment of land 212 abutting upon or across the street from the subject property. 213 214 3. The Applicant shall eliminate the Force Majeure Events language in the 215 Agreements, and the final language proposed by the applicant in the 216 Development Agreement, Funding Agreement and Subdivision Improvements 217 Agreements must be reviewed and approved as to form by the Town Attorney. 218 219 4. The Applicant shall provide specific language to the Agreements that ensures 220 that any "construction interruptions" (per Sec. 16A -5 -310 (9)) that occur as 221 happened during the recession, will be properly mitigated. 222 223 5. The Applicant shall deliver proposed cost estimates reflective of the expected 224 costs upon completion of construction drawings for both the roundabout and 225 Upper Wood Road prior to the posted security deadline. What is considered 226 acceptable shall be approved by the Town Engineer. 227 09 -08 -14 TC Packet 103 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 TC Ord. 3, Series of 2014 Page 6 of 7 6. The Applicant shall provide the Town with the financial surety, in form and substance satisfactory to the Town Attorney, for the proposed public improvements (based on preliminary cost estimates approved by the Town Engineer) within 30 days of approval of this Minor PUD Amendment. The surety will be updated within 30 days after the Town Engineer approves final cost estimates for each public improvement, but no later than January 1, 2015 for the roundabout and January 1, 2016 for the Upper Wood Road improvements. 7. The Applicant shall complete the permanent Buildings 7 and 8, including the emergency clinic, on Lot 3 by December 31, 2018. 8. The Applicant shall file by October 15, 2014 a comprehensive PUD Amendment that addresses the entire Base Village PUD to avoid a piecemeal approach that will not serve the purpose of considering the entire development and appropriate mitigation for the PUD as a whole. 9. The Applicant shall amend the "cure period" for any default by the applicant to be a 15 day cure period in the Agreements. Section Five. Severability. If any provision of this Ordinance or application hereof to any person or circumstance is held invalid, the invalidity shall not affect any other provision or application of this Ordinance which can be given effect without the invalid provision or application, and, to this end, the provisions of this Ordinance are severable. INTRODUCED, READ, AND APPROVED on first reading by the motion of Town Council Member and the second of Town Council Member by a vote of in favor and against, on this 18th day of August, 2014. READ, APPROVED AND ADOPTED on second reading by the motion of Town Council Member and the second of Town Council Member by a vote of in favor and against, on this 8th day of September, 2014. ATTEST: Rhonda B. Coxon, Town Clerk 09 -08 -14 TC Packet 104 TOWN OF SNOWMASS VILLAGE Bill Boineau, Mayor TC Ord. 3, Series of 2014 Page 7 of 7 274 APPROVED AS TO FORM: 275 276 277 278 279 John C. Dresser, Jr., Town Attorney 280 281 Incorporated Attachments: 282 Exhibit "A" — Table 1 dated 7/23/2014, revised 8/6/2014 09 -08 -14 TC Packet 105 Exh i twit C APPLICATION FOR MINOR PUD AMENDMENT (BASE VILLAGE PUD) Submitted to: Town of Snowmass Village Post Office Box 5010 Snowmass Village, Colorado 81615 Applicant: SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS-RE/5298255.4 09 -08 -14 TC Packet 106 TABLE OF CONTENTS Section 1 Application Summary and Minimum Contents Section 2 Written Description of Proposed Administrative Modification Section 3 Compliance With Minor PUD Amendment Standards Appendix A Certificate of Ownership Appendix B Authorization to Represent Appendix C Plat with Vicinity Map Appendix D List of Adjacent Property Owners Appendix E Fee Agreement Appendix F: Proposed First Amendment to Development Agreement Appendix G: Proposed First Amendment to Funding Agreement Appendix H: Proposed Second Amendment to Subdivision Improvements Agreement Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS-RE/5298255.4 09 -08 -14 TC Packet 107 1.1 Introduction Section 1: Application Base Village PUD — Summary of Existing Approvals The Base Village property is zoned PUD, Planned Unit Development, and the following are the relevant approval documents related to the minor PUD changes proposed by this Application: A. Ordinances. Snowmass Village Town Council has adopted a number of Ordinances with respect to the Base Village PUD, and the following is relevant to this Application: Ordinance No. 21, Series of 2004 ( "Ordinance No. 21 "), granting PUD approval and establishing zoning development parameters for the Base Village Planned Unit Development, and Ordinance No. 3, Series of 2007 ( "Ordinance No. 3 "), amending the PUD Guide for the Base Village Planned Unit Development. B. Administrative Modifications/Records of Decision. At least 39 Records of Decision ( "ROD ") have been adopted amending various aspects of the Base Village Project. C. Agreements. The Town and the prior developer(s) have entered into a number of agreements related to the Base Village PUD. The agreements that would require amendment if this Application is approved include the following: 1. The Base Village Development Agreement, dated November 4, 2004, between Intrawest/Brush Creek Development Company LLC, and the Town of Snowmass Village, Colorado, recorded on February 2, 2006 as Reception No. 520495 in the Pitkin County Clerk and Recorder's Office (the "Development Agreement "). 2. The Base Village Funding Agreement, dated November 4, 2004, between Intrawest /Brush Creek Development Company LLC, and the Town of Snowmass Village, Colorado, recorded on February 2, 2006 as Reception No. 520496 in the Pitkin County Clerk and Recorder's Office (the "Funding Agreement "). 3. Subdivision Improvements Agreement for the Base Village Planned Unit Development dated as of November 4, 2004, recorded as Reception No. 520485 in the real property records of Pitkin County, Colorado, as amended by the First Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development dated as of December 30, 2008 (collectively, the "SIA "). Application for Minor PUD Amendment to the Base Village PUD SNowmASs ACQUISITION COMPANY LLC June 30, 2014 Page 1 BUS-RE/5298255.4 09 -08 -14 TC Packet 108 Summary of Proposed Minor PUD Amendment Part I. Vesting Extension SNOWMASS ACQUISITION COMPANY LLC, as the Applicant, is requesting to extend the Initial Vesting deadline of the Development Agreement. Pursuant to the existing Development Agreement, the Applicant was granted Vested Property Rights through November 3, 2014 (the "Initial Vesting ") and, if the Applicant has completed "Phase 2 -13" (as defined in the Ordinance) of the development of the Property within the Initial Vesting period, the Vested Property Rights are extended upon the expiration of the Initial Vesting for another ten year period expiring on November 3, 2024. A. Request to Extend Initial Vesting Deadline. The Applicant is requesting that the Initial Vesting under the Development Agreement be extended for five years from November 3, 2014 to November 3, 2019 (the "Initial Vesting Extension "). The Initial Vesting Extension will be granted and remain in effect provided that the "PUD Conditions ", "Public Development Conditions ", "Community Facility Conditions" and "Private Development Conditions" (as defined below) are timely satisfied: PUD Conditions. The Applicant will submit and diligently pursue one or more applications for a PUD Amendment for Lot 2, Lot 3, Lot 4 and Lot 8. At the option of the Applicant, a PUD Amendment for Lot 8 may be submitted as part of the PUD Amendment for Lot 2, Lot 3 and Lot 4, or as a separate application: a. October 15, 2014 — SubmitApplication(s) for PUD Amendment: This date is the deadline for Applicant to have submitted one or more applications to amend the PUD for each of Lots 2, 3, 4 & 8. b. May 1, 2015 — Anticipated Date of Approval ofPUD Amendment(s): This date (the "PUD Amendment Action Date ") is the anticipated date of final TOSV Council approval of the PUD amendment(s) for Lots 2, 3 & 4 (the "PUD Amendment Application "). At the option of the Developer, the PUD Amendment Application may include Lot 8 if Developer determines that changes are necessary to the current approved plans for such lot. Insofar as the Applicant does not control the approval process, this milestone is not subject to Expiration of Vesting under Section B below. 2. Public Development Conditions. The Applicant will agree to milestones for the design, the financial security, construction commencement and construction completion dates for the following public improvements: a. Brush Creek Road/Wood Road Roundabout. (1) May 1, 2015 — Commence Construction of Roundabout: This date is the deadline for the Applicant to commence construction of the Roundabout. (2) November 30, 2015 — Substantial Completion of Roundabout: This date is the deadline for the Applicant to achieve substantial completion of construction of the Roundabout. Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 2 BUS-RE/5298255.4 09 -08 -14 TC Packet 109 (3) June 30, 2016 — Final Completion of Roundabout: This date is the deadline for the Applicant to complete construction of the Roundabout. b. Upper Wood Road Improvements. The Applicant will agree to the following milestones for the Upper Wood Road Improvements: (1) May 1, 2017 — Commence Construction of Upper Wood Road Improvements: This date is the deadline for the Applicant to commence construction of the Upper Wood Road Improvements. (2) November 30, 2017 - Substantial Completion of Upper Wood Road Improvements: This date is the deadline for the Applicant to achieve substantial completion of construction of the Upper Wood Road Improvements. C. Snowmelt System at Garage Entry. The Snowmelt System at Garage Entry includes the work necessary to complete the snowmelt system near Buildings 7 and 8, and the Applicant will agree to the following milestones: (1) May 1, 2017 - Commence Construction of Snowmelt Svstem: This date is the deadline for the Applicant to commence construction of the Snowmelt System at Garage Entry. (3) November 30, 2017 - Substantial Completion of Snowmelt System: This date is the deadline for the Applicant to achieve substantial completion of construction of the Snowmelt System at Garage Entry. Community Facility Conditions. The use and location of the Community Facility, Lot 4 Aqua Center, as determined by the Town and the Applicant following further community input, and the Applicant will agree to the following milestone: (1) November 3, 2019 - Substantial Completion of Community Facility: This date is the deadline for the Applicant to substantially complete construction of the Community Facility. 4. Private Development Conditions. a. Lot 8 (Building 13B) (1) July 1, 2015 - Commence Construction o Building 13B: This date is the deadline for the Applicant to commence construction of Building 13B. (2) December 31, 2016 - Substantial Completion ofBuilding 13B: This date is the deadline for the Applicant to achieve substantial completion of construction of Building 13B. b. Lots 2 & 3 Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 3 BUS—RE/5298255.4 09 -08 -14 TC Packet 110 (1) November 3, 2019 - Substantial Completion of Lots 2 & 3: This date is the deadline for the Applicant to achieve substantial completion of construction of Lots 2 & 3. B. Effect of Expiration of Vesting. The milestones in Section A above (with the exception of the PUD Amendment Action Date) are conditions subsequent to the continued existence of Vested Property Rights, and the failure of the Applicant to satisfy a milestone, subject to the Applicant Cure Rights (as defined below), will result in the expiration of such Vested Property Rights created under the Development Agreement, as amended (the "Expiration of Vesting) with respect to any buildings for which no construction has commenced. If the Applicant fails to achieve any of the foregoing milestones (except for the PUD Amendment Action Date), then the Applicant shall have sixty (60) days after receipt of notice from the Town to cure such failure prior to the Expiration of Vesting (the "Applicant Cure Rights "). These milestones would be subject to standard force majeure events to be incorporated into the provisions of the amended Development Agreement. C. Delay in Approval of PUD Amendment(s). If the approval of the PUD Amendment Application is not achieved by the PUD Amendment Action Date of May 1, 2015, the foregoing milestones, other than Substantial Completion of Community Facility and Substantial Completion of Lots 2 & 3, would each be automatically extended for one year. D. Overall Vesting Deadline Unchanged. The Applicant is not requesting an extension of the November 3, 2024 deadline, which would continue to be the final date for the Vested Property Rights granted under the original Development Agreement, subject to satisfaction of the above milestone deadlines. E. Amendments to Approval Agreements. The Applicant is submitting proposed forms of draft agreements or amendments with this Application, and subject to approval of the requests in the Application, would work with the Town attorney and staff to incorporate revisions to the final versions of the agreements necessary to address language or verbiage comments arising in the review process. Part II. Bonding and Completion of Public Improvements The Applicant is proposing to amend the Funding Agreement to provide that the Applicant will bond the cost of the Roundabout with a payment and performance bond or other financial security acceptable to the Town upon approval of the minor PUD amendment. The Applicant will also bond the cost of the Upper Wood Road overlay, and installation of curb and gutter as well as the bus shelter and pullout areas near the Enclave, and the snowmelt system at Buildings 7 & 8. The financial security will be provided upon approval of this Application, including the proposed amendments to the Funding Agreement and the Development Agreement, as well as the proposed Second Amendment to the SIA. The Applicant and the Town (and if necessary Snowmass Water & Sanitation District) would enter into the proposed Second Amendment to the SIA for the Roundabout work, Upper Wood Road overlay, and installation of curb and gutter as well as bus shelter and pullout areas near the Enclave and the snowmelt system at entrance /exit to parking garage off Wood Road to provide for the bonding of those public improvements. The proposed Second Amendment to the SIA would be subject to any remaining funding obligations of the Town under the Base Village Funding Agreement, as amended. After completion of Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 4 BUS—RE/5298255.4 09 -08 -14 TC Packet 111 the public improvements, the Applicant will also provide the financial security required by the Land Use Code through the end of the warranty period for such public improvements. The original SIA required trail connections as shown on the "Mobility Map" attached as Exhibit B to the original SIA. According to staff, there are two short segments of trail connections that are not yet installed. The Applicant is proposing that the remaining trail connections will be bonded as a condition to issuance of building permits for the building /lot to which the trail connections relate. Finally, the original SIA describes future landscaping which is typically required to be installed prior to issuance of a certificate of occupancy on future buildings. The Applicant is proposing that future landscaping will be bonded as a condition to issuance of building permits for the building /lot to which the landscaping relates. The Applicant will agree to substantially complete Roundabout (so it can be used by the public) and complete the Roundabout work (including landscaping) as well as the Upper Wood Road overlay, installation of curb and gutter as well as bus shelter and pullout areas near the Enclave and the snowmelt system at entrance /exit to parking garage off Wood Road in accordance with the milestones and dates described in "Part I. Vesting Extension" above. For these purposes, the "substantial completion" of an improvement means that the improvement is sufficiently complete so that the public (or the owner with respect to the private improvements) can occupy or utilize the improvement for its intended use. This definition is not for the purpose of delaying the public improvements, but to provide a typical standard for substantial completion used in construction projects so that the Applicant's Vested Property Rights do not expire due to events beyond its control. Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 5 BUS-RE/5298255.4 09 -08 -14 TC Packet 112 1.2 General Data Requirements Date: June 30, 2014. Name, Address, Telephone Number of Owner and Representatives: Dwayne Romero SNOWMASS ACQUISITION COMPANY LLC 16 Kearns Road, Suite 301 PO Box 6565 Snowmass Village CO 81615 dromero a related.com Craig L Monzio SNOWMASS ACQUISITION COMPANY LLC 16 Kearns Road, Suite 301 Snowmass Village, CO 81615 (917) 916 -7832 cmonzio(a,related.com B. Joseph Krabacher SHERMAN & HOWARD L.L.C. 320 W. Main Street Aspen, Colorado 81611 (970) 925 6300 jrabacher a,shermanhoward.coni Physical Address of Property: Base Village, Snowmass Village CO 81615 Legal Description: LOTS 1 -9, BASE VILLAGE HOTEL P.U.D. (FINAL PLAT), ACCORDING TO THE PLAT THEREOF RECORDED MAY 17, 1988 IN PLAT BOOK 20 AT PAGE 84 AND FIRST AMENDED PLAT OF BASE VILLAGE HOTEL P.U.D. (FINAL PLAT), ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 27, 1989 IN PLAT BOOK 23 AT PAGE 46. 1.3 Proposal Data Proposed Building Setbacks: No change Proposed Building Height: No change Proposed Allowable FAR: No change Proposed Gross Building Area: No change Proposed Building Height: No change Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 6 BUS-RE/5298255.4 09 -08 -14 TC Packet 113 Proposed Envelope Adjustment: No change Proposed No. of Parking Spaces: No change Proposed No. of Bedrooms: No change Proposed Unit Equivalence: No change Unit Equivalence (Village Wide): No change Proposed Restricted Housing: No change 1.5 Additional Information /Minimum Submission Contents Appendix A: Disclosure of Ownership Appendix B: Authorization to Represent Appendix C: Plat with Vicinity Map Appendix D: List of Adjacent Property Owners Appendix E: Fee Agreement Appendix F: Proposed First Amendment to Development Agreement Appendix G: Proposed First Amendment to Funding Agreement Appendix H: Proposed Second Amendment to Subdivision Improvements Agreement Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 7 BUS-RE/5298255.4 09 -08 -14 TC Packet 114 Section 2: Written Description of Proposed Minor PUD Amendment 2.1 Applicant is seeking a minor amendment to a final PUD pursuant to Section 16A -5 -390. The proposed modifications are consistent with, or enhancement of, the original PUD approval. The changes are minor and will not have a substantially adverse effect on the neighborhood surrounding the land where the amendment is proposed, or have a substantially adverse impact on the enjoyment of land abutting upon or across the street from the subject property, and will not change the basic character of the PUD or surrounding areas. The existing Development Agreement grants Vested Property Rights through November 3, 2014 (the "Initial Vesting ") and, if "Phase 2 -13" (as defined in the Ordinance) is completed within the Initial Vesting period, the Vested Property Rights shall be extended upon the expiration of the Initial Vesting for another ten -year period expiring on November 3, 2024. The Applicant is requesting that the Initial Vesting under the Development Agreement be extended for five years from November 3, 2014 to November 3, 2019. The Initial Vesting Extension will be granted and remain in effect provided that the "PUD Conditions ", "Public Development Conditions" "Community Facility Conditions" and "Private Development Conditions" (as defined and described in more detail in Part I above) are timely satisfied. Please refer to pages 2 through 4 above. The Applicant is not requesting an extension of the November 3, 2024 deadline. The Applicant is proposing to amend the Funding Agreement to provide that the Applicant will bond the cost of the Roundabout with a payment and performance bond or other financial security acceptable to the Town upon approval of the minor PUD amendment. The Applicant is not proposing any changes to existing phasing as required by the PUD Guide in this Application, and the Project will continue to satisfy the requirements of Section 16A -5- 310(9). The Application is not proposing any amendments to the Development Agreement (Building 7 Essential Public Facility). A. Review Standards for an Amendment to a Final PUD (Section 16A -5 -390). 1. Consistency with Original PUD. The vesting changes are consistent with the original PUD because the Applicant is not proposing to add any new development and is only seeking to develop the same buildings in terms of mass and scale. There is no proposed change to the November 3, 2024 deadline, which would continue to be the final vesting date, subject to compliance with the above requirements. The changes in the Initial Vesting milestone are necessary in light of the loss of approximately five years of progress due to the severe economic impact associated with the 2008 -2010 recession, and foreclosure, receivership and ultimate reacquisition of the project in 2012. As to mitigation, the amendments are consistent with the original PUD, as the same mitigation rates and requirements of the original PUD continue to apply. The Applicant is not seeking to reduce or eliminate any required mitigation, or any of the required off -site improvements, trails or landscaping. The changes proposed affect the timing of when certain buildings are required to be completed, all within the overall November 3, 2024 deadline. Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 8 BUS-RE/5298255.4 09 -08 -14 TC Packet 115 The timing of remaining public improvements is not delayed beyond the deadlines required by the original PUD. Importantly, the Roundabout will be substantially completed in accordance with the milestones and dates described in "Part I. Vesting Extension" above. The Applicant acknowledges that due to the financial downturn and the prior developer's loss of the Project in foreclosure, that public improvement mitigation required by the original PUD has not been completed. At a minimum, completion of those public improvements, albeit at a later date due to exigent financial circumstances, is consistent with the original PUD. 2. No Substantial Adverse Impact. The requested extension will not have a substantially adverse effect on the neighborhood surrounding the development, or have a substantially adverse impact on the enjoyment of land abutting upon or across the street from the subject property. This Application calls for completion of. (i) the Roundabout; (ii) the Upper Wood Road improvements, installation of curb and gutter as well as the bus shelter, including pullout areas, near the Enclave; and (iii) the snowmelt system at the entrance /exit to the garage off of Wood Road and in front of Building 7 (Arrival Center) in accordance with the milestones and dates described in "Part I. Vesting Extension" above. As noted above, certain trail connections (such as the west side of Base Village and by Buildings l OAB) would be installed in connection with the development of the buildings on the sites where the trail connections are to be located in accordance with the previously approved pedestrian and trail alignments. Future landscaping would be installed in connection with the completion of the buildings on those sites. On the other hand, there will be a substantial adverse impact if the Vested Property Rights expire. Expiration of the Vested Property Rights will not incentivize ongoing construction activities or future investment commitments within the Project. 3. No Change of Character. The proposed amendments will not change the basic character of the PUD or surrounding areas as the PUD will remain unchanged. The Base Village PUD remains zoned MU -2 and the PUD Guide standards have not changed since the overall amendment in 2007, with the exception of the recent development statistics revisions for the Building 13B minor PUD amendment. 4. Compliance with Other Standards. As demonstrated in Section 3 below, because this Application is not design related and proposes text amendments or supplements to written agreements, only certain of the standards apply. Wood Road Section 3: Compliance With PUD Amendment Standards 3.1 Compliance with PUD Amendment Standards (Section 16A- 5- 300(c)) (1.) Minimum Land Area. Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 9 BUS-RE/5298255.4 09 -08 -14 TC Packet 116 Response: The proposed amendment does not affect the land area of the PUD. (2.) Location. Response: The project is located within the Town of Snowmass Village and the PUD. (3.) Uses. Response: The proposed amendment does not change the uses that are allowed, or allowed by special review under the PUD Ordinance, or change the Mixed -Use -2 (MU -2) zoning of the PUD. (4.) Maximum Buildout. Response: The proposed amendment does not affect the Maximum Buildout. (5.) Dimensional Limitations. Response: The proposed amendment does not affect the dimensional limitations established by the PUD. (6.) Community Purposes. Response: The proposed amendment does not alter the community purposes from the original approvals. (7.) Variances. Response: The proposed amendment does not propose any variances for height, open space, minimum lot area, or setbacks. (8.) Parking. Response: The proposed amendment does not alter the number of parking spaces. (9.) Road Standards. Response: The proposed amendment does not alter the road standards described in the PUD. This Application is proposing to substantially complete the public improvements including (i) the Roundabout in accordance with the milestones and dates described in "Part 1. Vesting Extension" above; (ii) the Upper Wood Road Improvements; and (iii) the snowmelt system at the entrance /exit to the garage off of Wood Road and in front of Building 7 (Arrival Center) in accordance with the milestones and dates described in "Part I. Vesting Extension" above, which will help to achieve efficiency in the coordinated timing of completion of these public improvements. Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 10 BUS-RE/5298255.4 09 -08 -14 TC Packet 117 This timing is in recognition of the significant construction along the uncompleted portions of Upper Wood Road as well as in front of Buildings 7 & 8 that would occur over the next approximately 3 to 5 years. Applicant will be responsible for ongoing maintenance pending completion of the Upper Wood Road and the snowmelt system at the entrance /exit to the garage off of Wood Road. 3.2 Review Standards (Section 16A -5 -310) (l.) Consistency with the Comprehensive Plan. Response: As amended pursuant to this Application, the Project will remain consistent with the Comprehensive Plan as the proposed changes are minor in degree and do not alter the Project's compatibility with the Comprehensive Plan. (2.) Preservation of Community Character. Response: This Application preserves the Town of Snowmass Village Community character by continuing to integrate natural features, mountain settings and the surrounding areas into the design and construction of the Project. As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A -4 -340, Building Design Guidelines, and correspondingly, Section 16A -5- 310(2). (3.) Creative Approach. Response: As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A -5- 301(3). This Application addresses all of the outstanding public improvements. (4.) Landscaping. Response: As amended pursuant to this Application, no changes are proposed to landscaping and the Project will continue to satisfy the requirements of Section 16A- 5- 310(4). The Applicant commits to completion of landscaping on lots or sites prior to the associated buildings receiving final certificates of occupancy. (5.) Compliance with Development Evaluation Standards. Response: As provided in the Town of Snowmass Village Land Use Code, this Application continues to (1) protect ecologically and environmentally sensitive areas; (2) use land, public and private services and facilities efficiently; (3) ensure development occurs in an orderly and timely fashion; and (4) ensure that a project's design is compatible with the existing scale and character of the Town of Snowmass Village. In particular, the proposed modification will not impact the protection of environmentally sensitive areas, improvements standards, site design standards, or sign standards as set forth in the Land Use Code. (6.) Suitability for Development. Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 11 BUS—RE/5298255.4 09 -08 -14 TC Packet 118 Response: As amended pursuant to this Application, the project will continue to satisfy the requirements of Section 16 -A -5- 310(6). (7.) Adequate Facilities. Response: As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A -5- 310(7). (8.) Spatial Pattern shall be Efficient. Response: As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A -5- 310(8). This Application does not propose any changes to road or utility easements, and any water or sewer line extensions necessary to serve the PUD will be consistent with the SWSD's service plan and the Town's Comprehensive Plan and Code standards. Spatial pattern efficiencies are enhanced with the proposed substantial completion of the Roundabout and Upper Wood Road Improvements in accordance with the milestones and dates described in "Part 1. Vesting Extension ". (9.) Phasing. Response: No changes to phasing as required by the PUD Guide are proposed in this Application and the Project will continue to satisfy the requirements of Section 16A -5- 310(9). Given the history of the Project, the extended receivership and foreclosure, resulting in the current status of uncompleted public improvements, the Application provides for completion of public facilities as early in the Project as reasonably practicable. (10.) Adequate Public Facilities. Response: As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A -5- 310(10). Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 Page 12 BUS-RE/5298255.4 09 -08 -14 TC Packet 119 Appendix A: Disclosure of Ownership Application for Minor PUD Amendment to the Base Village PUD SNOwMASS ACQUISITION COMPANY LLC — Base Village Development Agreement June 30, 2014 BUS-RE/5298255.2 09 -08 -14 TC Packet 120 CERTIFICATE OF OWNERSHIP The undersigned, an Attorney licensed to practice law in the State of Colorado with Colorado Supreme Court Registration No. 10240 hereby certifies the ownership of the following real property located in Snowmass Village, Pitkin County, Colorado (the "Property "). A. The parcels proposed for development is legally described as follows: Parcel A: Lots 1 through 9, Inclusive, Base Village P.U.D., according to the Plat thereof filed February 2, 2006 in Plat Book 77 at Page 30, EXCEPT CAPITOL PEAK LODGE CONDOMINIUM, according to the Map thereof filed March 21, 2008 in Plat Book 87 at Page 1, at Reception No. 547694, as supplemented by the Maps filed July 28, 2008, in Plat Book 88 at Page 5, at Reception No. 551480 and October 22, 2008, in Plat Book 88 at Page 98; at Reception No. 553 72 1, and according to the Declaration of Covenants, Conditions and Restrictions for Capitol Peak Lodge Condominium recorded March 21; 2008, at Reception No. 547692, as amended by instruments recorded July 28, 2008, at Reception No. 551479, October 22, 2008, at Reception No. 553722, December 4, 2008, at Reception No. 554728, February 18, 2009, at Reception No. 556531 and July 14, 2010, at Reception No. 572002, and EXCEPT HAYDEN LODGE CONDOMINIUM, according to the Condominium Map thereof filed December 14, 2007, at Reception No. 544885, and according to the Declaration of Covenants, Conditions and Restrictions for the Hayden Lodge Condominium recorded December 14, 2007, at Reception No. 544884, as amended by instrument recorded December 31, 2007, at Reception No. 545379, and EXCEPT BUILDING 3 CONDOMINIUM, according to the Map thereof filed March 21, 2008, in Plat Book 86 at Page 88, at Reception No. 547693, as amended by instrument recorded April 3, 2008, at Reception No. 548065, and according to the Declaration of Covenants, Conditions and Restrictions for the Building 3 Condominium recorded March 21, 2008, at Reception No. 547691, and EXCEPT ASSAY HILL LODGE CONDOMINIUM, according to the Declaration of Covenants, Conditions and restrictions for Assay Hill Lodge Condominium, recorded on December 10, 2012, at Reception No. 594664, and the Condominium Map therefor recorded November 4, 2010, in Plat Book 95 at Page 3, at Reception No. 574907, as amended by First Amendment to Building 13 Condominium Map recorded December 10, 2012, at Reception No. 594665. BUS RE/5293364.1 09 -08 -14 TC Packet 121 Parcel B: Those easements for the purposes of drainage and the construction, installation, maintenance, repair and replacement of any and all drainage swales, lines, catch basins, systems and other drainage facilities that are a benefit to the land as created, defined and established by Declaration of Drainage Easement recorded February 2, 2006, at Reception No. 520488. Parcel C: CAPITOL PEAK LODGE CONDOMINIUM, according to the Map thereof filed March 21, 2008 in Plat Book 87 at Page 1, at Reception No. 547694, as supplemented by the Maps filed July 28, 2008, in Plat Book 88 at Page 5, at Reception No. 551480 and October 22, 2008, in Plat Book 88 at Page 99, at Reception No. 553 72 1, and according to the Declaration of Covenants, Conditions and Restrictions for Capitol Peak Lodge Condominium recorded March 21, 2008, at Reception No. 547692, as amended by instruments recorded July 28, 2008, at Reception No. 551479, October 22, 2008, at Reception No. 553722, December 4, 2008, at Reception No. 554728, February 18, 2009, at Reception No. 556531 and July 14, 2010, at Reception No. 572002, EXCEPT Units 3025, 3027, 3028, 3029, 3030, 3031, 3032, 3033, 3034, 3113, 3115, 3119, 3123, 3124, 3125, 3126, 3127, 3201, 3202,. 3203, 3204, 3205, 3206, 3207, 3208, 3210, 3211, 3215, 3217, 3219, 3221, 3222, 3223, 3224, 3225, 3226, 3227, 3301, 3302, 3303, 3304, 3305, 3306, 3307, 3308, 3309, 3310, 3311, 3312, 3313, 3314, 3315, 3316, 3317, 3318, 3319, 3320, 3321, 3322, 3323, 3324, 3401, 3402, 3403, 3404, 3405, 3406, 3407, 3408, 3412, 3413, 3414, 3415, 3416, 3417, 3418, 3420, 3512, 3513, 3514, 3515, 3516, 3518 and Commercial Unit 1. Such real property also described as: Unit C -3101, Unit C -3102, Unit C -3103, Unit C -3104, Unit C -3105, Unit C -3106/ 3107, Unit C -3108, Unit 3209, Unit 3410, Unit C -3109, Unit C -3110, Unit 0- 3111, Unit C -3212, Unit C -3213, Unit C -3214, Unit 3220, Unit C -3120, Unit 3325, Capitol Peak Lodge Condominium, according to the Declaration of Covenants, Conditions and Restrictions for Capitol Peak Lodge Condominium, recorded in the records of the Clerk and Recorder for Pitkin County, Colorado on March 21, 2008 at Reception No. 547692, and the Condominium Map separately recorded in the records of the Clerk and Recorder for Pitkin County, Colorado on March 21, 2008 at Reception No. 547694. HAYDEN LODGE CONDOMINIUM, according to the Condominium Map thereof filed December 14, 2007, at Reception No. 544885, and according to the Declaration of Covenants, Conditions and Restrictions for the Hayden Lodge N BUS-RE/5293364.1 09 -08 -14 TC Packet 122 Condominium recorded December 14, 2007, at Reception No. 544884, as amended by instrument recorded December 31, 2007, at Reception No. 545379, EXCEPT Units 2201, 2202, 2203, 2204, 2205, 2206, 2207, 2209, 2301, 2302, 2303, 2304, 2305, 2307 and Commercial Unit 1. BUILDING 3 CONDOMINIUM, according to the Map thereof filed March 21, 2008, in Plat Book 86 at Page 88, at Reception No. 547693, as amended by instrument recorded April 3, 2008, at.Reception No. 548065, and according to the Declaration of Covenants, Conditions and Restrictions for the Building 3 Condominium recorded March 21, 2008, at Reception No. 547691, EXCEPT Units 1102 and 1202. Such real property also described as: Unit 1000, Unit 1100, Unit 1200, Unit 1002, Unit 1110, Unit 1112, Unit 1114, Unit 1210, Building 3 Condominium, according to the Declarations of Covenants, Conditions and Restrictions for Building 3 Condominium, recorded in the records of the Clerk and Recorder for Pitkin County, Colorado on March 21, 2007 at Reception No. 547691, and the Condominium Map separately recorded in the records of the Clerk and Recorder for Pitkin County, Colorado on March 21, 2007 at Reception No. 547693. ASSAY HILL LODGE CONDOMINIUM, according to the Declaration of Covenants, Conditions and restrictions for Assay Hill Lodge Condominium, recorded on December 10, 2012, at Reception No. 594664, and the Condominium Map therefor recorded November 4, 2010, in Plat Book 95 at Page 3, at Reception No. 574907, as amended by First Amendment to Building 13 Condominium Map recorded December 10, 2012, at Reception No. 594665. EXCEPT Units 210, 216, 218, 226, 233, 235, 236, 237, 238, 240, 242, 312, 314, 324, 326, 328, 334, 335, 336, 337, 338, 340, 342, 424, 428, 430, 432, 433, 436, 437, 438, 440, 441, 442, 505, 507, 509, 510, 511, 528, 530, 532, 535, 536, 537, 538, 540, 610, 614, 619, 628, 630, 636, 640, 642, 711, 713, 714, 716, 721, 728, 730, 735, 736, 737, 738, 739, 740 and 805. Such real property also described as: Unit C1, Unit C2, Unit C3, Unit C4, Unit C5, Unit C6, Unit C7, Unit C8, Unit 206 (a/k/a 13106), Unit 214 (a/k/a 13114), Unit 224 (a/k/a 13124), Unit 228 (a/k/a 13128), Unit 234 (a/k/a 13134). , Unit 241 (a/k/a 13141), Unit 304 (a/k/a 13204), Unit 308 (a/k/a 13208), Unit 330 (a/k/a. 13230), Unit 333 (a/k/a 13233), Unit 341 (a/k/a 13241), Unit 426 (a/k/a 13326), Unit 431 (a/k/a 13331), Unit 432 (a/k/a 13332), Unit 435 (a/k/a 13335), Unit 501 (a/k/a 13401), Unit 502 (a/k/a 13402), Unit 503 (a/k/a 13403), Unit 504 (a/k/a 13404), Unit 506 (a/k/a 13406), Unit 508 BUS-RE/5293364.1 09 -08 -14 TC Packet 123 (a/k/a 13408), Unit 512 (a/k/a 13412), Unit 513 (a/k/a 13413), Unit 514 (a/k/a 13414), Unit 516 (a/k/a 13416), Unit 517 (a/k/a 13417), Unit 523 (a/k/a 13423), Unit 524 (a/k/a 13424), Unit 525 (a/k/a 13425), Unit 526 (a/k/a 13426), Unit 531 (a/k/a 13431), Unit 533 (a/k/a 13433), Unit 534 (a/k/a 13434), Unit 541 (a/k/a 13441), Unit 542 (a/k/a 13442), Unit 601 (a/k/a 13501), Unit 602 (a/k/a 13502), Unit 603 (a/k/a 13503), Unit 604 (a/k/a 13504), Unit 605 (a/k/a 13505), Unit 606 (a/k/a 13506), Unit 607 (a/k/a 13507), Unit 608 (a/k/a 13508), Unit 609 (a/k/a 13509), Unit 611 (a/k/a 13511), Unit 612 (a/k/a 13512), Unit 613 (a/k/a 13513), Unit 616 (a/k/a 13516), Unit 621 (a/k/a 13521), Unit 624 (a/k/a 13524), Unit 625 (a/k/a 13525), Unit 626 (a/k/a 13526), Unit 631 (a/k/a 13531), Unit 632 (a/k/a 13532), Unit 633 (a/k/a 13533), Unit 634 (a/k/a 13534), Unit 635 (a/k/a 13535), Unit 637 (a/k/a 13537), Unit 638 (a/k/a 13538), Unit 641 (a/k/a 13541), Unit 701 (a/k/a 13601), Unit 702 (a/k/a 13602), Unit 703 (a/k/a 13603), Unit 704 (a/k/a 13604), Unit 705 (a/k/a 13605), Unit 706 (a/k/a 13606), Unit 707 (a/k/a 13607), Unit 708 (a/k/a 13608), Unit 709 (a/k/a 13609), Unit 710 (a/k/a 13610), Unit 712 (a/k/a 13612), Unit 716 (a/k/a 13616), Unit 719 (a/k/a 13619), Unit 724 (a/k/a 13624), Unit 725 (a/k/a 13625), Unit 726 (a/k/a 13626), Unit 731 (a/k/a 13631), Unit 732 (a/k/a 13632), Unit 733 (aWa 13633), Unit 734 (a/k/a 13634), Unit 803 (a/k/a 13703), Unit 807 (a/k/a 13707), Unit 809 (a/k/a 13709), Unit 811 (a/k/a 13711), Unit 813 (a/k/a 13713), Unit 819 (a/k/a 13719), Unit 821 (a/k/a 13721), Unit 825 (a/k/a 13725), ASSAY HILL LODGE CONDOMINIUM, according to the Declaration of Covenants, Conditions and restrictions for Assay Hill Lodge Condominium, recorded on December 10, 2012, at Reception No. 594664, and the Condominium Map therefor recorded November 4, 2010, in Plat Book 95 at Page 3, at Reception No. 574907, as amended by First Amendment to Building 13 Condominium Map recorded December 10, 2012, at Reception No. 594665. B. The names of all owners of the property are as follows: SNOwMASs AcQuismoN COMPANY LLC, a Delaware limited liability company. C. The Property is not subject to any deeds of trust, mortgages, judgments or liens, other than: (i) the lien for 2013 ad valorem real property taxes, payable in 2014, and (ii) items as listed under Paragraph D below from Snowmass Acquisition Company LLC, a Delaware limited Iiability company to the Public Trustee of Pitkin County for the benefit of German American Capital Corporation, securing up to $146,000,000.00. D. A list of all easements, contracts and agreements affecting Parcels A and B is as follows: Taxes and assessments for the year 2013, a lien, not yet due and payable. 2. Right of the Proprietor of a Vein or Lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded January 30, 1917, in Book 55 at Page 545. (Affects All Lots) rd BUS-RE/5293364.1 09 -08 -14 TC Packet 124 3. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 30, 1917, in Book 55 at Page 545. (Affects All Lots) 4. Easement and right of way for sewer lines and related appurtenances as granted by Snowmass -at- Aspen. a joint venture to Snowmass Water and Sanitation District by Snowmass Water and Sanitation District OutFall Sewer Easement recorded January 19,1968, in Book 232 at Page 493, at Reception No. 129935. and as shown on the Survey entitled "ALTA/ACSM Land Title Survey, Base Village Subdivision Lots 1 -9 and Parcel 7 Woodrun Unit 5, Located in Section 1, Township 10 South, Range 86 West of the 6th P.M., Town of Snowmass Village, County of Pitkin, State of Colorado" dated January 22, 2007, last revised February 16, 2007, prepared by Tetra Tech as Project No. 5294 - 001 -01 (the "Survey "). (Affects Lot 1) 5. Easement and right of way for telephone and telegraph communication systems, as granted by Snowmass -at -Aspen to the Mountain States Telephone and Telegraph Company by Right Of Way Agreement recorded October 9, 1968, in Book 236 at Page 748 and Book 236 at Page 751, at Reception No. 132613 and Reception No. 132614. (Affects Lot 1) 6. Those burdens contained in Easement Agreement between Snowmass American Corporation, a Delaware corporation and Snowmass Water and Sanitation District, a Colorado quasi - municipal corporation recorded April 22, 1971, in Book 254 at Page 831, at Reception No. 145287, the specific location of which is not defined. (Affects All Lots) 7. Easement Agreement between Snowmass American Corporation, a Delaware corporation and Snowmass Water and Sanitation District, a Colorado quasi - municipal corporation recorded April 22, 1971, in Book 254 at Page 837, at Reception No. 145288, the specific location of which is not defined. (Affects All Lots) 8. Those burdens contained in Agreement between Snowmass American Corporation, a Delaware corporation and The Snowmass Water and Sanitation District, a quasi - municipal corporation recorded September 28, 1971, in Book 258 at Page 164, at Reception No. 147716. (Affects All Lots) 9. Easement Agreement between the Snowmass Water and Sanitation District and Snowmass Corporation recorded March 14, 1978, in Book 344 at Page 701 recorded at Reception No. 202453. (Affects All Lots) 10. Easement and right of way for the purpose of installation, maintenance, operation, repair, alteration and replacement of underground pipelines, underground pumping equipment and other incidental underground facilities used for or in connection with its water and sewer utility systems, as granted by Snowmass American Corporation, a Delaware corporation to Snowmass Water and Sanitation District, a Colorado quasi - municipal corporation by instrument recorded May 22, 1972, in Book 263 at Page 766 at Reception No. 151726. (Affects Lots 2, 3, 4 and 9) 5 BUS RE/5293364.1 09 -08 -14 TC Packet 125 NOTE: Lot 9 was vacated from the effect of the above easement by instrument recorded November 18, 2009, at Reception No. 564575. 11. Right of Way Easement Agreement ( Snowmass Water and Sanitation District) between the Mountain States Telephone and Telegraph Company and Snowmass Corporation recorded April 25, 1978, in Book 346 at Page 745 at Reception No. 203474. (Affects Lots 1, 2, 3,7,8 and 9) NOTE: Partial vacation of the above easement was recorded November 18, 2009, at Reception No. 564576. 12. Easement and right of way for the purpose of ingress and egress and to construct, reconstruct, repair, change, enlarge, re- phase, operate and maintain an underground electric transmission or distribution line, or both, and related appurtenances, as granted by Snowmass Land Company, an Illinois general partnership to Holy Cross Electric Association, Inc., a cooperative corporation by Holy Cross Electric Association, Inc. Underground Right -of -Way easement, recorded May 28, 1991, in Book 646 at Page 989, at reception No. 332969. (Affects Lots 1, 2, 3, 4, 5 and 6) 13. Trench, Conduit and Vault Agreement between Aspen Skiing Company and Holy Cross.Electric Association, Inc. recorded May 27, 1998, at Reception No. 417301. (Affects All Lots) 14. Notice of Decision by Snowmass Village (as to Building 1) recorded November 10, 2005, at Reception No. 517313. (Affects Lot 1) 15. Terms, agreements, provisions, conditions and obligations as contained in Town of Snowmass Village Town Council Ordinance No. 21 Series of 2004 recorded February 2, 2066, at Reception No. 520481. (Affects All Lots) NOTE: Affidavit in connection with the above exception recorded December 14, 2007. at Reception No. 544880. 16. Easements, rights of way and all other matters as shown on the Plat of Base Village P.U.D., filed February 2, 2006 in Plat Book 77 at Page 30, at Reception No. 520483. (Affects All Lots) 17. Roadway License Agreement recorded February 2, 2006, at Reception No. 520484. (Affects All Lots) 18. Subdivision Improvements Agreement for The Base Village Planned Unit Development recorded February 2, 2006, at Reception No. 520485, as assigned by Intrawest/Brush Creek Development Company, LLC recorded March 2, 2007, at Reception No. 534997. (Affects All Lots) BUS RE/5293364.1 09 -08 -14 TC Packet 126 19. Declaration of Trail Easement recorded February 2, 2006, at Reception No. 520487. (Affects Lots 1, 6, 7 and 9) 20. Those burdens of the Declaration of Drainage Easement recorded February 2, 2006, at Reception No. 520488. (Affects Lots I and 9) 21. Declaration of Fire Lane and Access Easement recorded February 2, 2006, at Reception No. 520489. (Affects Lots 1, 2, 3 and 5) 22. Easement Agreement recorded February 2, 2006, at Reception No. 520490. (Affects Lots 1 and 9) 23. Easement Agreement recorded February 2, 2006, at Reception No. 520491. (Affects Lots 1, 7, 8 and 9) 24. Declaration of Utility Easements recorded February 2, 2006, at Reception No. 520492. (Affects All Lots) 25. Construction Easement Agreement recorded February 2, 2006, at Reception No. 520493. (Affects All Lots) 26. Base Village Restricted Housing Agreement recorded February 2, 2006, at Reception No. 520494, as assigned by IntrawestBrush Creek Development Company, LLC recorded March 2, 2007, at Reception No. 534997. (Affects All Lots) 27. The burdens of the Base Village Development Agreement recorded February 2, 2006, at Reception No. 520495, as assigned by IntrawestBrush Creek Development Company, LLC recorded March 2, 2007, at Reception No. 534997. (Affects All Lots) 28. Base Village Funding Agreement recorded February 2, 2006, at Reception No. 520496, as assigned by IntrawestBrush Creek Development Company, LLC recorded March 2, 2007, at Reception No. 534997. (Affects All Lots) 29. Base Village Services Agreement recorded February 2, 2006, at Reception No. 520497, as assigned by Intrawest/Brush Creek Development Company, LLC recorded March 2, 2007, at Reception No. 534997. (Affects All Lots) 30. Snowmass Village Record of Decision recorded February 2, 2006, at Reception No. 520498. 31. Snowmass Village Record of Decision recorded August 31, 2006, at Reception No. 528065. (Affects All Lots) 32. Terms, agreements, provisions, conditions and obligations, but omitting any covenants or restrictions, if any, including, but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national 7 BUS RE/5293364.1 09 -08 -14 TC Packet 127 origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, Declaration of Covenants, Conditions and Restrictions for Commercial Units recorded November 3, 2006, at Reception No. 530657, as assigned by IntrawestBrush Creek Development Company, LLC recorded March 2, 2007, at Reception No. 534997. (Affects All Lots) 33. Town of Snowmass Village Record of Decision recorded November 9, 2006, at Reception No. 530879. (Affects Lot 1) 34. Town of Snowmass Village Record of Decision recorded November 9, 2006, at Reception No. 530880. (Affects Lot 7) 35. Town of Snowmass Village Record of Decision recorded November 9, 2006, at Reception No. 530881. (Affects All Lots) 36. Town of Snowmass Village Record of Decision recorded November 9, 2006, at Reception No. 530882. (Affects All Lots) 37. Easement and right of way for electric lines and related appurtenances, as granted by The Snowmass Company, Ltd. to Holy Cross Electric Association, Inc., by Holy Cross Electric Association, Inc. Right -Of -Way Easement recorded August 19,198 1, in Book 412 at Page 733 at Reception No.,234955, said easement being more particularly described therein. (Affects Lots 1, 4,6,7 and 8) 38. Amended and Restated Easement Agreement (Elk Camp Gondola/Funnel Bridge) recorded March 2, 2007, at Reception No. 534980. (Affects Lots 1 and 2) 39. Amended and Restated Easement Agreement (Assay Hill) recorded March 2, 2007, at Reception No. 534981. (Affects Lots 7, 8 and 9) 40. Restrictions, but omitting any covenants or restrictions, if any, including, but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as contained in Declaration of Restrictive Covenant recorded March 2, 2007, at Reception No. 534991, as amended by instrument recorded October 20, 2008, at Reception No. 553670. (Affects All Lots) 41. Declaration of Design and Building Covenants, Conditions and Restrictions for Base Village recorded December 14, 2007, at Reception No. 544881. (Affects All Lots) 42. Declaration of Covenants, Conditions and Restrictions for Base Village recorded December 14, 2007, at Reception No. 544882. (Affects All Lots) 43. All matters as shown on the Large Planned Community Map filed December 14, 2007 in Plat Book 85 at Page 96 at Reception No. 544883. (Affects All Lots) BUS-RE/5293364.1 09 -08 -14 TC Packet 128 44. Restrictive Covenant as evidenced by Memorandum of Restrictive Covenant recorded May 27, 2008, at Reception No. 549606. (Affects All Lots) 45. Bridge Easement Agreement between Base Village Owner LLC and the Base Village Metropolitan District No. 1, recorded July 24, 2008, at Reception No. 551363. (Affects Lot 1) 46. Drainage Easement Agreements between Base Village Owner LLC and the Base Village Metropolitan District No. 1, recorded July 24, 2008, at Reception No. 551370 (Lot 9), Reception No. 551371 (Lot 3), Reception No. 551374 (Lots 1 and 3), Reception No. 551376 (Lot 1), Reception No. 551377 (Lots 1 and 3), Reception No. 551380 (Lot 1), 551381 (Lot 1), Reception No. 551382 (Lot 1), Reception No. 551385 (Lots 1 and 2), Reception No. 551386 (Lots 1 and 2), Reception No. 551387 (Lots 1 and 3), Reception No. 551389 (Lots 2 and 3) and Reception No. 565327 (Lot 9). 47. Town of Snowmass Village Record of Decision, Planning Director Administrative Modification #23 recorded September 10. 2008, at Reception No. 552784. (Affects All Lots) 48. Town of Snowmass Village Record of Decision, Planning Director Administrative Modification 9-24 recorded September 10. 2008, at Reception No. 552785. (Building 6) 49. Town of Snowmass Village Record of Decision, Planning Director Administrative Modification #28 recorded September 10. 2008, at Reception No. 552786. (Building 2C) 50. Intentionally omitted. 51. Lease between Base Village Owner LLC, a Delaware limited liability company, Landlord, and SSI Venture LLC, a Colorado limited liability company, Tenant, as evidenced by Short Form Memorandum of Lease recorded October 20, 2008, at Reception No. 553672 as amended by the Amendment to Short Form Memorandum of Lease recorded April 4, 2014 as ReceptioriNo. 609133. (Affects Units 3212 and 3113 Capitol Peak Lodge Condominium) 52. Easement and right of way for electric line and related appurtenances, as granted by Base Village Owner, LLC to Holy Cross Energy, by instrument recorded November 21, 2008, at Reception No. 554484, said easement being more particularly described therein. 53. Declaration of Use and Access Easement recorded February 18, 2009, at Reception No. 556532. (Affects Lot 1) 54. Easement and right of way to construct, reconstruct, repair, replace and/or remove certain bridge improvements and appurtenances thereto, as granted by Base Village Owner, LLC to Base Village Metropolitan District No. 1, by instrument recorded December 15, 2009, at Reception No. 565326, said easement being more particularly described therein. (Affects Lots 1- 5) BUS-RE/5293364.1 09 -08 -14 TC Packet 129 55. Easement and right of way to construct, modify, add to, maintain, and remove such telecommunications facilities, electrical and gas facilities, and other appurtenances, as granted by Base Village Owner, LLC to Qwest Corporation, by instrument recorded April 7, 2010, at Reception No. 568388, said easement being more particularly described therein. 56. Easement and right of way for ingress and egress across lands of Grantor, as granted by Base Village Owner, LLC to Holy Cross Energy, by instrument recorded April 7, 2010, at Reception No. 568389, said easement being more particularly described therein. (Affect Lots 1, 3,7,8 and 9) 57. Easement and right of way to survey, construct, install, inspect, maintain, renew, remove, replace and operate pipeline and related appurtenances, as granted by Base Village Owner, LLC to SourceGas Distribution LLC, by instrument recorded April 7, 2010, at Reception No. 568390, said easement being more. particularly described therein. (Affect Lots 1, 2, 3, and 9) 58. Easements, rights of way and all other matters as shown on the Plat of Capitol Peak Lodge Condominium (Building 2A), filed March 21, 2008, in Plat Book 87 at Page 1, at Reception No. 547694, as supplemented by the Maps filed July 28, 2008, in Plat Book 88 at Page 5, at Reception No. 551480 and October 22, 2008, in Plat Book 88 at Page 98, at Reception. No. 553721. 59. Declaration of Covenants, Conditions and Restrictions for Capitol Peak Lodge Condominium recorded March 21, 2008, at Reception No. 547692, as amended by instruments recorded July 28, 2008, at Reception No. 551479, October 22, 2008, at Reception No. 553722, December 4, 2008, at Reception No. 554728, February 18, 2009, at Reception No. 556531 and July 14, 2010, at Reception No. 572002. 60. Access Easement recorded April 21, 2009, at Reception No. 558145. (Capitol Peak Lodge) 61. Declaration of Covenants, Conditions and Restrictions for Hayden Lodge Condominium recorded December 14, 2007, at Reception No. 544884, as amended by instrument recorded December 31, 2007, at Reception No. 545379. 62. Easements, rights of way and all other matters as shown on the Plat of Hayden Lodge Condominium Map, filed December 14, 2007, at Reception No. 544885. 63. Grant of Easement between Hayden Lodge. Condominium Association, Inc. and Comcast of Colorado/Florida Inc. recorded August 24, 2010, at Reception No. 572953. 64. Easements, rights of way and all other matters as shown on the Plat of Building 3 Condominium, filed March 21, 2008, in Plat Book 86 at Page 88, at Reception No. 547693, as amended by instrument recorded April 3, 2008, at Reception No. 548065. 10 BUS RE/5293364.1 09 -08 -14 TC Packet 130 65. Declaration of Covenants, Conditions and Restrictions for Building 3 Condominium recorded March 21, 2008, at Reception No. 547691, First Amendment recorded April 3, 2008, at Reception No. 548065. 66. Easements, rights of way and all other matters as shown on the Plat of Building 13 Condominium, according to the Map thereof filed November 4, 2010, in Plat Book 95 at Page 3, at Reception No. 574907, as amended by First Amendment to Building 13 Condominium Map recorded December 10, 2012, at Reception No. 594665. 67. Hotel Amenities, Facilities and Garage License Agreement recorded December 10, 2012, at Reception No. 594666. 68. Declaration of Covenants, Conditions and Restrictions for the Assay Hill Lodge Condominium recorded on December 10, 2012, at Reception No. 594664. 69. Record of Decision Planning Director Administrative Modification # 38 Interim Building 7 Modifications recorded November 29, 2010, at Reception No. 575439. 70. Snowmelt Easement Agreement between Base Village Owner LLC and the Town of Snowmass Village recorded April 28, 2011, at Reception No. 579462. 71. Easement Agreement (Underground Parking Garage) between Base Village Owner LLC, Base Village Company, Inc. and Base Village Metropolitan District No. 1 recorded June 7, 2011, at Reception No. 580357, as amended by instrument recorded November 15, 2011, at Reception no. 584377. NOTE: Consent and Subordination of Hypo Real Estate Capital Corporation recorded November 15, 2011, at Reception No. 5 843 78. 72. Easement Agreement (Pedestrian Plaza) between Base Village Owner LLC and Base Village Company, Inc. recorded June 7, 2011, at Reception No. 580358. 73. Notice of Succession to Declarant Rights by Snowmass BV HoldCo LLC recorded January 18, 2012, at Reception No. 585975. 74. Notice of Decision by Snowmass Village (Administrative Modification #29) recorded September 25, 2008, at Reception No. 553108. 75. Record of Decision recorded December 22, 2009 at Reception No. 565560. 76. Planning Director Administrative Modification #36 recorded May 27, 2010, at Reception No. 569831. 77. Record of Decision recorded August 31, 2010, at Reception No. 573133. 11 BITS RE/5293364.1 09 -08 -14 TC Packet 131 78. Order and Decree Organizing Base Village Metropolitan District No. 1, Issuance of Certificates of Election and Releasing Bond recorded December 27, 2004 at Reception No. 505431. 79. Order and Decree Organizing Base Village Metropolitan District No. 2, Issuance of Certificates of Election and Releasing Bond recorded December 27, 2004 at Reception No. 505432. 80. Terms, conditions, provisions, obligations and assessment as contained in Town of Snowmass Village Town Council, Ordinance No. 20, Series of 2004 creating Snowmass Village General Improvement District No. 1 recorded January 25, 2006 at Reception No. 520194. 81. Record of Decision dated June 29, 2005 recorded at Reception No. 517313. 82. Notice of Decision Planning Director Administrative Modification No. 2, recorded under Reception No. 517315. 83. Notice of Decision Planning Director Administrative Modification No. 3, recorded under Reception No. 517314. 84. Record of Decision dated January 30, 2006 recorded at Reception No. 520498: 85. Record of Decision Planning Director Administrative Modification No. 22, recorded under Reception No. 546017. 86. Record of Decision Planning Director Administrative Modification (Un- numbered), recorded under Reception No. 548572. 87. Record of Decision Planning Director Administrative Modification (Un- numbered) (Club Commons II), recorded under Reception No. 558160. 88. Record of Decision Planning Director Administrative Modification No. 37, recorded under Reception No. 574603. 89. Notice of Decision by Snowmass Village (Administrative Modification #19) recorded July 24, 2007, at Reception No. 540206. 90. Terms, conditions, provisions, obligations and assessment as contained in the Order of Inclusion of Real Property into the Boundaries of Base Village Metropolitan District No.I recorded June 26, 2008, at Reception No. 550541. 91. Notice of Decision by Snowmass Village (Administrative Modification 927) recorded August 21, 2008, at Reception No. 552138. 92. Notice of Decision by Snowmass Village (Administrative Modification #26) recorded July 09, 2008, at Reception No. 550819. 12 BUS RE /5293364.1 09 -08 -14 TC Packet 132 93. Order Excluding Real Property from the Boundaries of Base Village Metropolitan District No. 2 recorded June 26, 2008, at Reception No. 550542. 94. Order Excluding Real Property from the Boundaries of Base Village Metropolitan District No. 1 recorded June 26, 2008, at Reception No. 550543. 95. Parking Garage, Loading Dock and Transit Center Easement Agreement (Easement 25) recorded July 24, 2008, at Reception No. 551393. 96. Order of Inclusion of Real Property into the Boundaries of Base Village Metropolitan District No.1 recorded February 8, 2007, at Reception No. 534255. 97. Order Excluding Certain Real Property from the Boundaries of Base Village Metropolitan District No. 1 recorded February 8, 2007, at Reception No. 534 256. 98. Order Granting Motion to Replace Legal Description of Airspace Property Included within the Boundaries of Base Village Metropolitan District No. 1 recorded July 1, 2010, at Reception No. 571770. 99. Deed of Trust from Snowmass Acquisition Company LLC, a Delaware limited liability company to the Public Trustee of Pitkin County for the use of German American Capital Corporation, to secure $146,000,000.00, dated September 28, 2012 and recorded September 28, 2012, at Reception No. 592670. F. The owner SNowMAss AcQuis;TION COMPANY LLC, a Delaware limited liability company, has the right to apply for development of x y as ego an exclusive owner of the Property. Dated: June 24, 2014 B. Jbseph-K abacher Attorney at Law 320 West Main Street Aspen CO 81611 STATE OF COLORADO } ss COUNTY OF PITKIN } The foregoing Certificate of Ownership was acknowledged before me, a Notary Public in and.for the State of Colorado, by B. Joseph Krabacher, personally known to me to be the person who subscribed the within instrument thi00 day of June, 2014. �P p CHR� •Witne, hand and seal. My Comm' n E Tres: NQTARy'•� — — No ary P ublic cn�•,•PUBLIC o '9�•OF COL0 13 09 -08 -14 TC Packet 133 Appendix B: Authorization to Represent Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS-RE/5298255.2 09 -08 -14 TC Packet 134 SNOWMASs ACQUISITION COMPANY LLC 16 Kearns Road, 3rd Floor PO Box 6565 Snowmass Village CO 81615 June 27, 2014 Town of Snowmass Village Planning Department 130 Kearns Road Snowmass Village CO 81615 Attn: Jim Wahlstrom Dear Mr. Wahlstrom: I am writing as President of SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company to authorize the persons and companies listed below to act as the agents for and representatives of SNOWMAss ACQUISITION COMPANY LLC in all matters related to and in connection with an application for Minor PUD Amendment to the Base Village F.U.D. as described and shown in the accompanying application. The address and phone number of the Applicant's representatives are as follows: Craig Monzio Snowmass Acquisition Company LLC 16 Kearns Road, Suite 301 Snowmass Village, CO 81615 (917) 916 -7832 cmonzio a,related.com B. Joseph Krabacher SHERMAN & HOWARD L.L.C. 201 N. Mill Street, Suite 201 Aspen, Colorado 81611 (970) 925 6300 ikrabacherAsah.com Please contact me if you have any questions. Thank you. SNOWM�SACQUISITION COMPANY LLC A Delay arejj{{li d liability company Romero BUS RE/5243512.1 09 -08 -14 TC Packet 135 Appendix C: Plat with Vicinity Map Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS-RE/5298255.2 09 -08 -14 TC Packet 136 o C s a ",3,m •avoa�MOM stns ARAHM � anm wsOvM.LT+ HORLYLUM 3 9 § a ti l l� Q RN $ Hi l �y}g 9 N�aS e a � N �a 09 -08 -14 TC Packet 137 .y 9 a `s i "N¢ �4 NA+b fil 7 I i i ..- -; i M i 2 w LEJ ,Z � I Q1 i w f r "'y Co Z ti o CO CO � O V a 0 U s. o C s a ",3,m •avoa�MOM stns ARAHM � anm wsOvM.LT+ HORLYLUM 3 9 § a ti l l� Q RN $ Hi l �y}g 9 N�aS e a � N �a 09 -08 -14 TC Packet 137 .y 9 a `s i "N¢ �4 NA+b fil 7 I i i ..- -; i M i 2 w LEJ Coll �o 00 O O a �$ Q) Co 09-08-14 TC Packet H 159: i a 5r Ott 13d 1V1d KRAHM 3r= CNV'1 ViSOVIVI-W I 138 rul. 1 9 1 4 - al tm 00 la� M3MS'QVCQT64016001 221 coo t to CQ MEN ride Cy Em e6 CIO 41 xzut E-4 1 .6 L6 i d8 5A, R 18 ul 4 ® 2 t. 09-08-14 TC Packet 139 w'`•j;:� +Zs;r Y OEL3LK'WOtl Tai gIXi OFA Y r . 1V1d AaAli(1S awl aPJ'i WSJV/b1-V tp3tmtt3l xoxaansaa xaswv 09 -08 -14 TC Packet 140 U w H a� �i F� r�^ _ 1 V rMM.i Qq _ 6 V r 111 ♦ ♦i� .��� ���. N II a U 9� B �c P }3, a E� 1Vld k= —AUnS 2-M ONO" 1 YMY/VlIV 09 -08 -14 TC Packet 141 nS'OtlOd TCH ULS OCI (j��I�I � m Fb31 vain � J Gtid 30YiM 35VB „ fi Y i = I V w �i F oaaixs'av1 7—M oa _ 1 _- .LVId A3A8nS 9UI GlIV I WSOV/Vi -IV H031 VWM Y ' = a ana JovnH xve y y < h j: to w�. Fes.,' \- .n,�„�w.., � •' :,` � ` � `^ � - � ,` _ �------- — ------ - - -- t �l Off Nn it � ` \t t y� \� \ \ \ \ \ \\ �'i;� pia ��•.•' �,, � \'`� � � `� �. !1 \•. \- _ e Sky J ���d5a ��•' '� '1N \1� \} T. \ �e• v Q � .� b t L� r r i O a e. 09 -08 -14 TC Packet 142 09 -08 -14 TC Packet 143 oiiaixs'avoa r u+nsoa > _ § lv-id A3ntins mow. aHtn wsovMrnv 09 -08 -14 TC Packet 144 I U w F �a F W F 09 -08 -14 TC Packet 145 Appendix D: List of Adjacent Property Owners Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS—RE/5298255.2 09 -08 -14 TC Packet 146 09 -08 -14 TC Packet 147 Appendix E: Fee Agreement Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS—RE/5298255-2 09 -08 -14 TC Packet 148 I I t TOWN OF SNOWMASS VILLAGE COlyIl1WNITY DEVELOPMENT DEPARTMENT Snowmass Village Development Application Fee Agreement The Town of Snowmass Village has established a fee structure for the processing of land use applications as described in the Base Rate Fee Schedule attached hereto. A flat rate fee is collected for land use applications based on the type of application submitted. Refen-al fees for other Town departments, agencies and Town consultants reviewing the application will also be collected. Applications will not be accepted for processing without the payment of the required base rate fee. The fees vary depending upon the land use application type and the complexity of the case. The determination whether an application is major or minor for purposes of establishing the Base Rate Fee shall be at the sole discretion ofthe Planning Director based upon the estimated number of hours required to process the application. The Base Rate Fee for applications which fall into more than one category shall be cumulative unless found that it may be excessive in relation to the estimated number of hours required to process the consolidated application. The consolidated Base Rate Fee may then be adjusted at the sole discretion ofthe Planning Director. The accrual of staff time commences at the time of the, pre - application conference and this time is then deducted following receipt of the flat fee amount provided at the time application is made. The base rate fee is not refundable. More extensive staff review may be required, beyond the hourly rate and time allotted by the base rate fee, as the review time is likely to vary substantially from one application to another. Actual staff and consultant review time of the not lication will be charged when the hourly rate and review time exceeds the base rate fee amount. A brief description of the charge and review time incurred will be provided on the invoice. After the base fee has been exceeded, the applicant will be billed monthly in arrears for actual review time incurred. Current billings must be paid within 30 days or processing of the application will be suspended. An applicant may accrue and be billed additional administrative or review time following the final land use approval up to issuance of a Certificate of Completion or a Certificate of Occupancy or until the terms and conditions of the approval have been satisfied, whichever occurs later. If an applicant has previously failed to pay application fees as required, no new or additional applications will be accepted for processing until the outstanding fees are paid. No new land use applications will be accepted, building permit(s) issued or documents recorded with the Pitkin County Clerk and Recorder until all costs associated with the processing of the land use application to date have been paid. As the Applicant or Authorized Representative, I am responsible for paying all fees associated with this development review application and shall be the person designated to receive all billings under this Agreement. READ, ACCEPTED AND AGREED TO: Print : Sri o wnnaSS 4'-C j ws iMvl 6ny 1-j-& AN, t, Vk 0*%LYV Date: / Appli t F Mwkepresentative Applicant billing address: Fo V4 S VlftivwL USS V i u �Z GO 8 �O (- Application(s)• 6a�t Vt y Miriw P"W'fiiwwrilepit (Vestl � r amda(aj -) BASE RA'Z'E FEE: S � DO t? RECEIPT NO. The Applicant is responsible for notifying the Town Planning DepaNmeat by U.S. Man for any change in billing person or billing address: Snowmass Village Planning Deporimeat P.O. Box 5010, Snow— Village, CO 81615 -- Community Development Department Fee Agreement and Fee Schedule Page 1 of 2 09 -08 -14 TC Packet 149 SNOWMASS VILLAGE COAUVIMTY DEVELOPMENT DEPARTMENT PLANNING APPLICATIONS BASE RATE FEE SCHEDULE (EFFECTIVE: SORIOmber 17,2012) 1YPE OF REVIEW fcheck applicable box) BASE FEE (1) + hourly, rates.as needed Hourly Rates When Review Costs Exceed Base EgR: see Note 4 Town ..,....-'......--_-.--..-. � 275.00 TownEngineer .......................... .......... -...................................... `....... $ 155.00 Notes 1. 6ase Rate Fees do not [delude ' recording costs, mailing, shuttle transportation for site visits, courier and copying expenses, or outside consultants and contract services. These costs will be billed to the applicant at Town cost. 2. The ditermination of major or minor status shall be at the discretion of the Community Development Director based on LLIC 3. GffenUW|nlate , 2q12mr2O13, pending adoption of a revised B | Permit fee schedule. 4. Admln: $651hr, Planner $1351hr, Sr. Planner, $155thr, Community Development Director, $180/hr Community Development Department Fee Agreement and Fee S�houule Page 2 of 2—��- 09-08-14 TC Packet 150 $ 300.00 $1 E3 $ •GR& or PUD $ •GPA or PUD $3 • GR8 or VzWD $ d-.-......-...-.-...-...-_..........~-'- $1 0 Comprehensive Sign Plan and Amendments Thereto ............................... stbkoo [3 SPA or PUD Fl lP] |N $3,000.00 Hourly Rates When Review Costs Exceed Base EgR: see Note 4 Town ..,....-'......--_-.--..-. � 275.00 TownEngineer .......................... .......... -...................................... `....... $ 155.00 Notes 1. 6ase Rate Fees do not [delude ' recording costs, mailing, shuttle transportation for site visits, courier and copying expenses, or outside consultants and contract services. These costs will be billed to the applicant at Town cost. 2. The ditermination of major or minor status shall be at the discretion of the Community Development Director based on LLIC 3. GffenUW|nlate , 2q12mr2O13, pending adoption of a revised B | Permit fee schedule. 4. Admln: $651hr, Planner $1351hr, Sr. Planner, $155thr, Community Development Director, $180/hr Community Development Department Fee Agreement and Fee S�houule Page 2 of 2—��- 09-08-14 TC Packet 150 $ $1 • $ •GR& or PUD $ 750.60 •GPA or PUD $3 • GR8 or VzWD $5,000,00 SPA orP $6,600.00 d 8 $2^000.00 [3 SPA or PUD Fl lP] |N $3,000.00 FV\ . $3,000.00 • $5 0 1 special kev!eW - Referral to Planning Commission/Town Council .............. $2,000.00 U Subdivision Exernotion mF Condominium Map .......................................... $1,500.00 0 $2,000.00 0 $1 0 $ 0 $1 [J .......................................... $ 00 E3Sfgn,Pdrmft --.....,-~---'.--....,..,,.......-~---'.'..~.......'_-'_._- $ 1 • Variance .......................................................................................... $1 • • E3 0 ..- $ 750.00 [3 ... %oFValue, per Bldg. Permit a0p U Development, design, or other review not covered above ......... Hourly Rates per Note 4 Hourly Rates When Review Costs Exceed Base EgR: see Note 4 Town ..,....-'......--_-.--..-. � 275.00 TownEngineer .......................... .......... -...................................... `....... $ 155.00 Notes 1. 6ase Rate Fees do not [delude ' recording costs, mailing, shuttle transportation for site visits, courier and copying expenses, or outside consultants and contract services. These costs will be billed to the applicant at Town cost. 2. The ditermination of major or minor status shall be at the discretion of the Community Development Director based on LLIC 3. GffenUW|nlate , 2q12mr2O13, pending adoption of a revised B | Permit fee schedule. 4. Admln: $651hr, Planner $1351hr, Sr. Planner, $155thr, Community Development Director, $180/hr Community Development Department Fee Agreement and Fee S�houule Page 2 of 2—��- 09-08-14 TC Packet 150 Appendix F: Proposed First Amendment to Development Agreement Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS—RE/5298255.2 09 -08 -14 TC Packet 151 FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO BASE VILLAGE DEVELOPMENT AGREEMENT (this "First Amendment ") dated as of , 2014 between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAWEST/BRUSH CREEK DEVELOPMENT COMPANY, LLC ( "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and Intrawest /Brush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Base Village Development Agreement dated as of November 4, 2004, recorded as Reception No. 520495 in the real property records of Pitkin County, Colorado (the "Development Agreement "). B. The Development Agreement describes the "Vested Property Rights ", as such term is defined in the Town Municipal Code (the "Code ") associated with the Base Village Planned Unit Development (the "Base Village Project ") approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the records of Pitkin County, Colorado, as amended (the "Ordinance "). C. The Town and Developer now desire to amend the Development Agreement as more particularly set forth herein. NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: ARTICLE I VESTED RIGHTS 1. Capitalized Terms. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Development Agreement. 2. Duration. Section 1.3 of the Development Agreement is amended and restated to read in its entirety as follows: "1.3.1 Duration. In consideration of Developer's performance of its obligations undertaken in the Other Agreements and in recognition of the time and expense required to complete the development of the Property and the effect of varying economic cycles and market conditions, the Town has concluded and agrees that the Vested Property Rights are vested and shall continue to remain vested for a period commencing on November 4, 2004 and expiring on November 3, 2019 (the "Initial Vesting ") and if the Developer has completed the milestones set forth below in this Section 1.3.1 within the Initial Vesting period, the Vested Property Rights shall be extended upon the expiration of the Initial Vesting for another five (5) year period expiring on November 3, 2024. Unless expressly provided to the contrary therein, all modifications and amendments to the Ordinance or any other material related to the development of the Property shall become part of the Vested Property Rights recognized hereunder automatically upon approval by the Town in such vesting shall last throughout the term of the vested rights. Notwithstanding the foregoing, the Vested Property Rights granted under Article I BUS_RE/4946739.10 09 -08 -14 TC Packet 152 of this Agreement are subject to early expiration if the Developer fails to satisfy any of the following conditions on or before the applicable deadlines, subject to the provisions of Section. 1.3.3 to 1.3.5, as follows: a. October 15, 2014 — SubmitApplication(s) for PUD Amendment: This date is the deadline for Developer to submit an application to amend the PUD for Lots 2, 3, & 4 (the "PUD Amendment Application "). At the option of the Developer, the PUD Amendment Application may include Lot 8 if Developer determines that changes are necessary to the current approved plans for such lot.. The Developer anticipates that the date of final Town approval of the PUD Amendment Application will be May 1, 2015 (the "PUD Amendment Approval Date "). Insofar as the Developer does not control the approval process, the PUD Amendment Approval Date is not subject to the provisions of Section 1.3.2, however, the submission date for the PUD Amendment Application shall be subject to Section 1.3.2. b. May 1, 2015 — Commence Construction of Roundabout: This date is the deadline for the Developer to commence construction of the Roundabout. C. July 1, 2015 - Commence Construction ofBuilding 13B: This date is the deadline for the Developer to commence construction of Building 13B. d. November 30, 2015— Substantial Completion of Roundabout: This date is the deadline for the Developer to achieve substantial completion of construction of the Roundabout. e. June 30, 2016 —Final Completion of Roundabout: This date is the deadline for the Developer to complete construction of the Roundabout. f. December 31, 2016 - Substantial Completion of Building 13B: This date is the deadline for the Developer to achieve substantial completion of construction of Building 1313. g. May 1 2017 — Commence Construction of Upper Wood Road Improvements: This date is the deadline for the Developer to commence construction of the Upper Wood Road Improvements. h. May 1, 2017 - Commence Construction of Snowmelt System: This date is the deadline for the Developer to commence construction of the Snowmelt System at Garage Entry. i. November 30, 2017 - Substantial Completion of Upper Wood Road Improvements: This date is the deadline for the Developer to achieve substantial completion of construction of the Upper Wood Road Improvements. j. November 30, 2017 - Substantial Completion of Snowmelt System: This date is the deadline for the Developer to achieve substantial completion of construction of the Snowmelt System at Garage Entry. k. November 3, 2019 - Substantial Completion of Community Facility: This date is the deadline for the Developer to substantially complete construction of the Community Facility. 1. November 3, 2019 - Substantial Completion ofLots 2 & 3: This date is the deadline for the Developer to achieve substantial completion of construction of Lots 2 & 3. 2 BUS_RE/4946739.10 09 -08 -14 TC Packet 153 1.3.2 Effect of Expiration of Vesting. Subject to Sections 1.3.3 to 1.3.5 below, the milestones in Section 1.3.1 above are conditions subsequent to the continued existence of Vested Property Rights, and the failure of the Developer to satisfy a milestone will result in the expiration of the Vested Property Rights created under this Agreement, as amended (the "Expiration of Vesting) with respect to any buildings for which no construction has commenced. 1.3.3 Delay in Approval of PUD Amendment(s). If the approval of the PUD Amendment Application is not achieved by the PUD Amendment Approval Date, the foregoing milestones, other than Substantial Completion of Community Facility and Substantial Completion of Lots 2 & 3, would each be automatically extended for one year. 1.3.4 Force Majeure Events. If the Developer's performance of the work is unreasonably delayed, disrupted or interfered with due to labor dispute, fire, unusual delay in delivery, adverse weather conditions not reasonably anticipated, unavoidable casualties or any other causes reasonably beyond the Developer's control (an "event of force majeure "), the milestones affected will be extended for a period of time equal to the duration of the event of force majeure. 1.3.5 Notice and Cure. The failure by either party to observe or perform any of its obligations set forth above (including any of the aforementioned milestone dates under Section 1.3. 1) in any material respect and the continuance of such failure beyond the Cure Period shall constitute an "Event of Default." Upon the occurrence of a default, the non - defaulting party shall provide the defaulting party with a written notice of such default ( "Notice of Default "). The defaulting parry shall have sixty (60) days after receipt of the Notice of Default (the "Cure Period ") to cure the breach specified in the Notice of Default (or if such Event of Default cannot be cured within such 60 -day period, if the defaulting party shall fail to promptly commence to cure the same and thereafter diligently proceed with such cure). During the Cure Period, Developer and the Town shall seek diligently and in good faith to negotiate a settlement of any dispute set forth in the Notice of Default, using the services of a neutral mediator if either party so requests. The conduct of such negotiations, or the failure of such negotiations to achieve a settlement, shall not affect the other rights and remedies of the parties under this Agreement. 1.3.6 Substantial Completion. The "substantial completion" of an improvement means that the improvement is sufficiently complete so that the public (or the owner with respect to the private improvements) can occupy or utilize the improvement for its intended use. The "final completion" of an improvement means the improvement is substantially complete including landscaping and a final certificate of occupancy has been issued by the Town for the improvement." 3. Notices. Section 4.8 of the Development Agreement is hereby amended to change the addresses for notices to the Developer as follows: If to Developer: SNOWMASs ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street Aspen CO 81611 BUS_RE/4946739.10 09 -08 -14 TC Packet 154 Attn: B. Joseph Krabacher 4. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same First Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. 5. Ratification. Except as expressly set forth in this First Amendment, all other terms and conditions of the Development Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby. 6. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] 11 BUS_RE/4946739.10 09 -08 -14 TC Packet 155 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Development Agreement to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 5 BUS_RE/4946739.10 09 -08 -14 TC Packet 156 IN WITNESS WHEREOF, the parties have caused this .First Amendment to Base Village Development Agreement to be signed as of the date set forth below to be effective as of the date written. above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company RA Name: Title: D BUS_RE/4946739.10 09 -08 -14 TC Packet 157 Appendix G: Proposed First Amendment to Funding Agreement Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS-RE/5298255.2 09 -08 -14 TC Packet 158 FIRST AMENDMENT TO BASE VILLAGE FUNDING AGREEMENT THIS FIRST AMENDMENT TO BASE VILLAGE FUNDING AGREEMENT (the "First Amendment ") is entered into to be effective as of , 2014, between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited liability company, as successor -in- interest to INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY, LLC (the "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and IntrawestBrush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Base Village Funding Agreement dated as of November 4, 2004, recorded as Reception No. 520496 in the real property records of Pitkin County, Colorado (the "Funding Agreement "). B. The Funding Agreement sets forth certain public improvements and contributions that must be completed in connection with the development of the Base Village Planned Unit Development (the "Base Village Project ") approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the of Pitkin County, Colorado, as amended (the "Ordinance "). C. The Town and the Developer now desire to amend the Funding Agreement as more particularly set forth herein. AMENDMENT NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: 1. Capitalized Terms. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Funding Agreement. 2. Developer Contributions Completed. Except as set forth in Section 3 below, the following Developer Contributions under the Funding Agreement have been made and accepted, and the obligations of the Developer under the Funding Agreement have been satisfied: (a) Construction of Bridge under Section 2.1 of the Funding Agreement; (b) Lower Brush Creek Road Improvements under Section 2.2 of the Funding Agreement; (c) Highway 82 Improvements under Section 2.3 of the Funding Agreement; (d) Town Recreation Facility Contribution under Section 2.4 of the Funding Agreement; BUS-RE/4946738.4 09 -08 -14 TC Packet 159 (e) Brush Creek Restoration Section 2.5 of the Funding Agreement; (f) Purchase of Fire Truck under Section 2.6 of the Funding Agreement; (g) Contribution to Holy Cross Energy under Section 2.7 of the Funding Agreement; and Agreement. (h) General Improvement District under Section 2.8 of the Funding Construction of Roundabout. Section 2.1 of the Funding Agreement is amended to read in its entirety as follows: "2.1 Construction of Roundabout. (a) The development of the Base Village Project requires that a traffic roundabout and bridge be constructed at the intersection of Wood Road and Brush Creek Road. As of the date hereof, the Developer has completed construction of the bridge portion of the Brush Creek/Wood Road Roundabout and Bridge (the "Bridge ") and the Town has accepted the Bridge, but the Developer has not yet commenced construction of the roundabout portion thereof (the "Roundabout "). The design and construction costs of the Roundabout have been estimated by the Town as set forth in Exhibit 1 to the Second Amendment to the Base Village Subdivision Improvements Agreement of even date herewith. (b) In accordance with the Ordinance, the Town's contribution to the design and construction of the Roundabout and Bridge was fixed at $2,000,000.00. The Town has previously paid or credited the Developer an amount equal to $1,200,000.00 for the costs incurred by the the Developer's predecessor in interest to design and construct the Bridge. (c) Developer has submitted plans and specifications to the Town and attached as Exhibit 2 (collectively, the "Plans and Specifications ") for completion of the Roundabout, as more particularly described in the Plans and Specifications. The Plans and Specifications include (the "Roundabout Work "). Developer will commence the Roundabout Work shown by the Plans and Specifications the date as set forth in the First Amendment to Development Agreement between Developer and the Town dated ,20—. Developer has entered into an [ALA Document A101 -2007 Stipulated Sum] and [ALA Document A102 -2007 Guaranteed Maximum Price] construction contract with , with a fixed price cost for all of the Work (the "Construction Contract "). (d) In addition to such other terms and conditions agreed by the Developer and the Town, each acting reasonably, agree to the following provisions: 2 BUS-RE/4946738.4 09 -08 -14 TC Packet 160 (i) The Developer shall provide to the Town a copy of the agreements between (A) the Developer and its engineers for the design of the Roundabout (the "Design Contract "), and (B) the Developer and its contractor for the construction of the Roundabout, which construction contract shall be for a stipulated sum or guaranteed maximum price (the "Construction Contract "); (ii) After the Developer provides the Town a copy of each of the Design Contract and the Construction Contract, the Town shall pay all costs incurred for the design and construction of the Roundabout, up to a maximum amount of $800,000.00, as and when such costs are incurred by the Developer and shall pay to the Developer such sums within 30 days after receiving written request therefor from the Developer, which written request shall include copies of all applicable bills, invoices and conditional lien waivers relating to such costs, subject to the review and reasonable approval of the Town Engineer; and (iii) The Roundabout shall be constructed in accordance with the standards attached as Exhibit A to the Funding Agreement applicable to the Roundabout. (e) The Developer may not obtain a certificate of occupancy for any of Buildings 5, 9AB or 9C of the Project until the Developer has substantially completed construction of the Roundabout in accordance with the Design/Build Agreement, or the Town otherwise agrees. (f) Prior to the date that the Developer commences any construction work on Carriage Way or Wood Road (excluding the installation of utility infrastructure in connection with the Project), the Developer shall post the "Performance Security" as required by the the Second Amendment to the Base Village Subdivision Improvements Agreement of even date herewith (the "SIA ") for the Roundabout with the Town, in the amount equal to the design and construction costs of the Roundabout as set forth in Exhibit 1 to the SIA, less $800,000.00." 4. Notices. Section 5.6 of the Funding Agreement is hereby amended to change the addresses for notices to the the Developer as follows: If to the Developer: SNOWMASS ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHER AN & HOWARD LLC 320 W. Main Street Aspen CO 81611 Attn: B. Joseph Krabacher 3 BUS-RE/4946738.4 09 -08 -14 TC Packet 161 5. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same First Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. 6. Ratification. Except as expressly set forth in this First Amendment, all other terms and conditions of the Funding Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby. 7. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] M BUS-RE/4946738.4 09 -08 -14 TC Packet 162 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Funding Agreement to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 5 BUS-RE/4946738.4 09 -08 -14 TC Packet 163 IN WITNESS WHEREOF, the parties have caused this First Amendment to Base Village Funding Agreement to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company Name: Title: rel BUS-RE/4946738.4 09 -08 -14 TC Packet 164 Appendix H: Proposed Second Amendment to Subdivision Improvements Agreement Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC June 30, 2014 BUS-RE/5298255.2 09 -08 -14 TC Packet 165 SECOND AMENDMENT TO SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE BASE VILLAGE PLANNED UNIT DEVELOPMENT THIS SECOND AMENDMENT TO SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE BASE VILLAGE PLANNED UNIT DEVELOPMENT (this "Second Amendment ") is entered into to be effective as of , 2014, between SNOWMASS ACQUISITION COMPANY LLC, a Delaware limited Iiability company, as successor -in- interest to INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY, LLC (the "Developer ") and the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town "). RECITALS A. The Town and IntrawestBrush Creek Development Company LLC, a Delaware limited liability company ( "IBC ") entered into that certain Subdivision Improvements Agreement for the Base Village Planned Unit Development dated as of November 4, 2004, recorded as Reception No. 520485 in the real property records of Pitkin County, Colorado (the "Records ") as amended by the First Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development dated as of December 30, 2008 (collectively, the "SIA "). B. The SIA sets forth certain public infrastructure improvements and landscape improvements (the "Public Improvements ") that must be completed in connection with the development of the Base Village Planned Unit Development approved pursuant to Town Ordinance No. 21, Series of 2004 recorded as Reception No. 520481 in the Records ( "Base Village "). C. The Town and Developer now desire to amend the SIA as more particularly set forth herein. AMENDMENT NOW, THEREFORE, in consideration of the promises and the terms and conditions herein stated and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties hereto, it is agreed as follows: 1. Capitalized Terms. All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the SIA. 2. Guarantee and Warranty. The SIA is amended to provide that the Developer is substituted for INTRAWEST /BRUSH CREEK DEVELOPMENT COMPANY LLC and all references to "IBC" in the SIA, as amended hereby, shall mean and refer to the Developer. Section 1 is hereby amended to substitute Exhibit 1 (Remaining Public Improvements) attached hereto and incorporated herein, for and in replacement of Exhibit "A" (Improvements) to the original SIA in its entirety. BUS-RE/4946737.5 09 -08 -14 TC Packet 166 3. Public Improvements and Landscape Improvements Completed. Except as identified in Section 4 below, the following Public Improvements under the SIA have been installed, completed and accepted, and as to the items completed as described below, the obligations of the Developer under the SIA (including the guarantee and warranty under Section 1 of the SIA) have been satisfied: (a) Water Lines and Sanitary Sewer Collection Lines under Section 2(a) of the SIA; (b) Electric, Gas, Telephone and Cable TV Facilities under Section 2(b) of the SIA; (c) Storm Drainage Improvements under Section 2(c) of the SIA; (d) Trails under Section 2(d) of the SIA with the exception of future trail connections required by the PUD that have not yet been completed; (e) Bus Shelters under Section 2(e) of the SIA; (f) Roadways under Section 2(f) of the SIA; (g) Pulse Gondola under Section 2(g) of the SIA; (h) Transit Center Construction under Section 2(h) of the SIA; (i) Landing Site Construction under Section 2(i) of the SIA; (j) Landscape Improvements under Section 3 of the SIA with the exception of the landscaping for buildings not yet constructed; (k) The water lines and sanitary sewer collection lines constructed as described in Record of Decision No. 38 dated August 8, 2013 and as described in the exhibits to the Improvements Agreement among the Town, the Applicant and the Snowmass Water and Sanitation District dated August 30, 2013 (the "SWSD /Town Improvements Agreement "); including, but not limited to, the "Substandard Waterline Section" as defined in the SWSD /Town Improvements Agreement, which will be satisfied by the Developer by posting the Performance Security for the Roundabout simultaneously with the execution of this Second Amendment. 4. Public Improvements Not Completed. The following Public Improvements under the SIA have not been completed and the obligations of the Developer under the SIA have not been satisfied: (a) The Upper Wood Road improvements, including the road overlay, curb and gutter and bus shelter near the Enclave; 2 BUS-RE/4946737.5 09 -08 -14 TC Packet 167 (b) The Snowmelt systems at Building 7 and Building 8; (c) Future trail connections required by the PUD and associated with buildings /lots that have not yet been completed; and (d) Landscape Improvements associated with buildings not yet completed. 5. Roundabout. In addition to the items in Sections 4(a) and (b), the Developer agrees to include the completion of the Brush Creek/Wood Road Roundabout (the "Roundabout ") in the required Public Improvements under the SIA and provide a Performance Security for completion of the Roundabout. The foregoing items in Sections 4(a) and 4(b) and the Roundabout are collectively referred to herein as the "Remaining Public Improvements ". The items in Sections 4(c) and 4(d) will be bonded as a condition to issuance of building permits for the building /lot to which the trail connections and landscaping relate. 6. Security for Improvements; Release of Security. Section 6(a) of the SIA is hereby amended to read in its entirety and follows: "(a) As a condition of Ordinance No. _, Series of 2014 dated ( , 2014] [date of approval of minor PUD amendment re vesting extension], the Developer shall deliver (i) a letter of credit, (ii) a payment and performance bond, or (iii) other security which is reasonably acceptable to the Town (hereinafter, the "Performance Security ") for purposes of assuring the final completion of the Remaining Public Improvements. The amount of the Performance Security shall be the difference between (x) one hundred percent (100 %) of the cost of constructing the Remaining Public Improvements (which estimated Remaining Public Improvements costs are set forth on Exhibit 1 attached hereto), and (y) any amounts to be contributed by the Town under the Funding Agreement (as amended). Upon acceptance by the Town Manager of the Town (the "Town Manager "), or his designee, of a Certification of Completion for the Remaining Public Improvements from an engineer licensed in Colorado (hereinafter the "Acceptance "), the Performance Security shall be released and the Town will execute any such documents as are reasonably necessary to accomplish the release of the Performance Security. (b) The Performance Security, (i) if in the form of a letter of credit, shall be issued by a state or national banking institution, with offices located within the state of Colorado, in a form reasonably acceptable to the Town, or (ii) if in the form of a payment and performance bond, shall be issued by a national surety company, qualified to do business in the state of Colorado and which carries at least an "A -" rating by AM Best, in a form reasonably acceptable to the Town. (c) The Performance Security must be valid for the time period anticipated for completion of the Remaining Public Improvements as set forth on Exhibit 1 attached hereto. Any extension of the time period for completion of the Remaining Public Improvements shall cause the Performance Security to be extended for an equal amount of time. Any such extension shall be in writing. BUS-RE/4946737.5 09 -08 -14 TC Packet 168 (d) Intentionally omitted as the Carriage Way Improvements have been completed. (e) No more frequently than once every month, the Developer shall be entitled to partial releases of the Performance Security with respect to the Remaining Public Improvements as portions of the Remaining Public Improvements are completed. In order to obtain a partial release or reduction of the Performance Security, the Developer shall submit a Certificate of Partial Completion (the "Certificate ") signed by an engineer licensed in the State of Colorado describing the portion of the Remaining Public Improvements completed and the cost allocation associated with such completed Remaining Public Improvements. Such Certificate shall include a summary of the actual costs for the Remaining Public Improvements incurred to the date of the Certificate. After delivery of a Certificate, the Town Manager, or his designee, shall have a period of fifteen (15) days within which to accept the Certificate, as evidenced by a written notice to the Developer, or provide written notice to the Developer of any deficiencies in the Remaining Public Improvements. Any such notice of deficiencies shall describe the deficiency between the Remaining Public Improvements as constructed and the approved Plans. If the Town Manager, or his designee, provides the Developer written notice of acceptance of the Certificate, then the Town shall release the appropriate amount of the Performance Security as relates to such completed Remaining Public Improvements. If the Town Manager, or his designee, provides the Developer a letter of deficiency with respect to any portion of the Remaining Public Improvements for which the Developer has filed a Certificate, then the Town's engineer shall meet with the Developer's engineer to discuss and agree on any requirements necessary to bring such Remaining Public Improvements into conformity with the Plans. Upon compliance with any requirements delineated by the Town's engineer for compliance with the Plans, the Town shall release that portion of the Performance Security allocated for the cost of such portion of the Remaining Public Improvements. Upon the Town's initial acceptance of one or more of the Public Improvements identified in Sections 4(a) and (b) hereunder, and the commencement of the two -year warranty described in Paragraph 2 above, (i) the Town shall release that portion of the Performance Security attributable to that Improvement as provided above, and (ii) subject to the requirements of paragraph 6(b) above, the Developer shall deliver a letter of credit or payment and performance bond to the Town in an amount equal to 5% of the cost of that Improvement for the purpose of securing the warranty for that Improvement. Such letter of credit or payment and performance bond shall be maintained by the Developer for the warranty period described in paragraph 1 above for that Improvement and, upon the expiration of such warranty period, the Town shall release the unexpended portion of such letter of credit or payment and performance bond. the Developer shall reimburse the Town all fees for Town's engineer to inspect the Remaining Public Improvements and approve or provide a notice of deficiency with respect to any Certificate. Subject to the amendment procedures set forth in Paragraph 14, nothing herein shall preclude the parties from mutually establishing a different procedure for obtaining partial releases from the Performance Security. (f) The Acceptance shall not be unreasonably withheld or delayed, provided that, in the event weather or other factors beyond the reasonable control of the Developer delay the installation of those Remaining Public Improvements sensitive to weather or S BUS-RE/4946737.5 09 -08 -14 TC Packet 169 such other factors, the applicable Performance Security shall remain in full force and effect. (g) The Town may, at its sole option, permit the Developer to substitute other collateral acceptable to the Town for the collateral originally given by the Developer to secure the completion of the Remaining Public Improvements. (h) In the event all the Remaining Public Improvements secured by the applicable Performance Security will not be completed prior to the expiration of such Performance Security, the Developer shall replace or secure an extension of such Performance Security on terms acceptable to the Town, at least thirty (30) days prior to expiration of such Performance Security. Should the Developer fail to do so, the Town may draw on such Performance Security funds necessary to complete the Remaining Public Improvements and place the funds directly into an escrow account under the control of the Town, and such funds shall be used to complete the Remaining Public Improvements required hereunder. (i) The estimated costs of the Remaining Public Improvements are an estimated amount mutually agreed at this time by the Developer and the Town as set forth on Exhibit 1 attached hereto. In the event the cost of the Remaining Public Improvements exceeds the estimated cost, the Developer shall be solely responsible for the actual cost. The purpose of the cost estimate is solely to determine the amount of security and shall be revised every twelve (12) months to reflect the actual costs, and the applicable Performance Security required by this Agreement shall be adjusted accordingly. No representations are made as to the accuracy of these estimates, and the the Developer agrees to pay the actual costs of all such Remaining Public Improvements. 0) Intentionally omitted as Pulse Gondola has been completed. (k) Intentionally omitted as Subterranean Condominium and the Transit Center have been completed. (1) Intentionally omitted as the Storm Drainage Improvements, the Trails, the Landing Site, and the Transit Center have been completed, agreements with the Metro District have been entered into by the Town, the Metro District and the Developer. 7. Notices. Section 7 of the SIA is hereby amended to change the addresses for notices to the Developer as follows: If to Developer: SNOWMASS ACQUISITION COMPANY LLC P.O. Box 6565 (USPS Only) 16 Kearns Road, 3rd Floor (Fed Ex and UPS) Snowmass Village, CO 81615 Attn: Dwayne Romero With a copy to: SHERMAN & HOWARD LLC 320 W. Main Street BUS-RE/4946737.5 09 -08 -14 TC Packet 170 Aspen CO 81611 Attn: B. Joseph Krabacher 8. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Second Amendment. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart. 9. Ratification. Except as expressly set forth in this Second Amendment, all other terms and conditions of the SIA shall remain unmodified, the same being ratified, confirmed and republished hereby. 10. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] G BUS-RE/4946737.5 09 -08 -14 TC Packet 171 IN WITNESS WHEREOF, the parties have caused this Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development to be signed on the date set forth below to be effective as of the date written above. TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation By: Name: Title: Date: APPROVED AS TO FORM: John C. Dresser, Jr., Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] 7 BUS-RE/4946737.5 09 -08 -14 TC Packet 172 IN WITNESS WHEREOF, the parties have caused this Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development to be signed as of the date set forth below to be effective as of the date written above. DEVELOPER: SNOWMASS ACQUISITION COMPANY LLC, A Delaware limited liability company Name: Title: BUS-RE/4946737.5 09 -08 -14 TC Packet 173 Type BUS-RE/4946737.5 EXHIBIT 1 (Remaining Public Improvements) Plans/Description Estimated Cost Estimated Completion Schedule 09 -08 -14 TC Packet 174 To: Julie Ann Woods, Community Development Director From: David Peckler, Transportation Director Date: July 16, 2014 Re: Base Village Minor PUD Amendment Exh i twit ID Given the short time line, I am not able to review all the referenced documents, past amendments and agreements. I am only touching on transportation issues. Application for Minor PUD Amendment: 1. A -2. Public Development Conditions: Roundabout should be built next year. The sooner the better. Turning movements from Upper Kearns Rd are already at LOS F in peak periods. Lower Carriageway at Wood Rd is also at LOS F in the peak periods. The traffic congestion should benefit from the free flow of a roundabout. 2. A -2. b. Upper Wood Road Improvements, There were bus pullouts at the Aqua Center and the Enclave programmed on Wood Rd to provide access to the public amenity. I hope that the stops are incorporated in the scope of work somewhere? 3. A -2. C. Snowmelt System at Garage Entry: Given that the bus systems and the general public are already using this roadway to access Building 7 and the parking garage, I would like to see this improvement sooner than later. However, if the proposed construction of Building 8 requires that a crane be placed on the site and would destroy any snowmelt system put there, I can understand the request to put off the improvement. If they are putting off the improvement to 2017, can we ask for assurance of aggressive maintenance to mitigate ice buildup? 4. D. Force Majeure Events: As this could possibly impact the roundabout and snowmelt system, is the totally open ended nature of this condition acceptable? 5. 1.3 Proposal Data: There are no changes being proposed so there is nothing to evaluate. However, Building 13 -B is already making changes for a Mountain Club element, so there is a bit of overlap in my opinion. 6. 3.2 Review Standards, (10.) Adequate Public Facilities: As this relates to the Mountain Club proposed in Building 13 -B, is the parking adequate without the .5 space/bedroom consideration which has been discussed? First Amendment to Base Village Development Agreement: 1. Article I Vested Rights, 2. a. & c.: Building 13 -B with Mountain Club element looks like additional Mountain Club given the location. Building 13 -B will be under construction July 1, 2015 and the final PUD Amendment will be submitted on October 15, 2015. Will the Mountain • Page 1 09 -08 -14 TC Packet 175 Club elements in the original application in lots 2 or 3 add to the pressure for 0.5 parking space amendment? 2. Article I Vested Rights, 2. b.: Glad to see roundabout moving forward. 3. Article I Vested Rights, 2. h.: As stated above, I understand the rational for the delay to the project. Is there any standard for their maintenance of the entryway prior to the completion of the snowmelt system? 4. Article I Vested Rights, 2. 1.3.4: Force Majeure Events should have some kind of time limit for roundabout and snowmelt system. Second Amendment to Subdivision Improvements Agreement for the Base Village Planned Unit Development: 1. Amendment 4.(a): There were bus stops programmed for construction on Wood Rd at the Enclave and the Aquatic Center. They are not mentioned here or anywhere in the section? Just don't want to forget about them. Page 2 09 -08 -14 TC Packet 176 SNOWMASS VILLAGE TO: JULIE ANN WOODS, DIRECTOR OF COMMUNITY DEVELOPMENT FROM: ANNE MARTENS, DIRECTOR OF PUBLIC WORKS SUBJECT: BASE VILLAGE MINOR PUD APPLICATION -JULY 2014 DATE: JULY 17, 2014 CC: GARY SUITER, INTERIM TOWN MANAGER DEAN GORDON, TOWN ENGINEER In reference to the Snowmass Acquisition Company LLC application for minor PUD Amendment of the Base Village PUD the following comments are being submitted: Application: Section A2 Public Development Conditions - a Brush Creek Road / Wood Road Roundabout. There is no reference of plan submittal and acceptance by the Town of Snowmass Village. In order for preparation, review and coordination of the impacts relative to construction within the public right of way, final pans need to be submitted by October 1, 2014 and acceptable financial guarantees need to be provided by January 1, 2015. The definition of commence construction should also be defined in subsequent text or documents. The substantial completion date of November 30, 2015 is not acceptable for Public Improvements and should be revised to read October 31, 2015. Section A2 Public Development Conditions - b Upper Wood Road Improvements. The definition of the scope of work is not acceptable and needs include pedestrian facilities. Final plans need to be submitted for review and comment. The current infrastructure was installed in conditions that are not acceptable and has now been in place for several years. The work to be completed is not simply an overlay, but would better defined as Road Improvements. Therefore there needs to be a trigger date for plan submittal and approval, along with acceptable financial guarantees. The temporary condition of the existing conditions requires the improvement to be completed sooner than later, therefore the substantial completion date needs to be revised to October 31, 2016. Section A2 Public Development Conditions - c. Snowmelt System at Garage Entry. Due to the request to extend the completion of this element an establishment of the acceptable level of service to the public garages and transit hub should to be documented. 3745 OWL CREEK ROAD, P O BOX 5010, SNOWMASS VILLAGE, COLORADO 81615 (970) 923 -5110 (fax) (970) 923 -3794 worksQtosv.com www.tosv.com 09 -08 -14 TC Packet 177 Part II. Bonding and completion of Public Improvements Paragraph I. The language in this section needs to be acceptable to both the town attorney and finance. Paragraph II and VI. The limiting definition of the Wood Road Improvements is not acceptable. FIRST AMENDMENT TO BV DEVELOPMENT AGREEMENT The timelines discussed above need to be incorporated into this document. The Force Majeure Events section is not acceptable and needs to be revised. FIRST AMENDMENT TO BV FUNDING AGREEMENT Section 2.1 Construction of Roundabout Paragraph b need to be further vetted relative to the cost being fixed. Furthermore it is unclear which plans and specs are being referred to. Section 2.1 d needs to be further reviewed and revised so that the Town of Snowmass is paying its portion upon the completion of the infrastructure. A minimum of 10 % retainage needs to be withheld for an established warranty period and until acceptable as builts have been submitted. In addition a clear Notice of Final Settlement needs to be established prior to release of retainage. A complete review of work completed, included verification from entities such as Snowmass Water and Sanitation District was not able to be accomplished during this review process and it is suggested that some language be incorporated in the staff review to ensure this is accomplished. 3745 OWL CREEK ROAD, P O BOX 5010, SNOWMASS VILLAGE, COLORADO 81615 (970) 923 -5110 (fax) (970) 923 -3794 works@tosv.com www.tosv.com 09 -08 -14 TC Packet 178 Julie i. T, •••( From: Dean Gordon [DeanG @sgm- inc.com] Sent: Monday, July 14, 2014 7:12 PM To: Julie Ann Woods Cc: Anne Martens Subject: RE: Draft amendments for SAC application Here is my take —have to go between screens so this may be disjointed: - -BV Development Agreement - -we have always been concerned about accelerating costs of maintaining UWR now going on 10 years as a temporary road. BV had originally agreed to not only absorb those costs but actually do the maintenance work. We have lost sight of that in this agreement. They have also never done any maintenance work at all —check with Baker. - -l't Amendment to BV Funding Agreement - -I read that the TOSV pays the first $800k rather than the last $800k or at least a proportional share. - -the town should receive "credit" for the costs it has incurred for SGM's billings as well as staff time; at the least the value of the work should be consistent between BV and TOSV —if they charge for their consultant time and /or staff time then so should the town. - -the list of public works completed seems accurate. - -would like to see the estimated costs before final approval —same comment for the SIA. - -2 "d Amendment to SIA - -their draws should be discounted by at least a 10% retainage AND whatever the town pays. Thank you, Dean Gordon, PE Principal 118 W Sixth St., Suite 2 Glenwood. Springs, CO 810 � 970.384.9006 www'sqm-inc.com From: Julie Ann Woods fmailto:JWoods0tosv.com1 Sent: Friday, July 11, 2014 7:41 AM To: Dean Gordon Cc: Anne Martens Subject: FW: Draft amendments for SAC application Dean - Please confirm you received these. 09 -08 -14 TC Packet 179 P � SNOWMA'SS VILLAGE TO: JULIE ANN WOODS, DIRECTOR OF COMMUNITY DEVELOPMENT FROM: JOHN DRESSER SUBJ: BASE VILLAGE MINOR PUD APPLICATION — JULY 2014 DATE: JULY 17, 2014 The following preliminary general observations with regard to the proposed amendments to the Base Village Subdivision Improvements Agreement ( "BVSIA"), the Base Village Funding Agreement (BVFA ") and the Base Village Development Agreement (BVDA ") contained in the above application are not complete. Given the short time line, I was not able to review all the referenced documents, past amendments and agreements for the benefit of the Planning Commission ( "PC "). Because the PC will be recommending to Town Council ( "TC ") regarding the concepts of a vesting extension and the details of the Agreements are the purview of TC, the PC should have sufficient information to make a recommendation of the concept of a vesting extension. 1. There are no exhibits to any of the proposed amended Agreements. When exhibits are referenced in the body of the proposed amendments it is not possible to review the amendments without exhibits. A thorough review can be completed upon submission of a complete application. 2. The BVFA and the BVSIA both identify many "improvements completed ". My understanding is that most of said improvements probably are complete but there are others identified as complete that clearly are not, in fact, in the BVSIA there is conflict on the issue of completeness on the face of the document. A complete inventory of improvement status should be completed prior to consideration of the Agreements. This review should include modifications to the original PUD that add conditions outside of the Agreements executed at the time of the original approval. Also a complete understanding of the SWSD improvement inventory and status thereof is critical to amending the Agreements. This review should be followed by the process of revising the estimated costs of all improvements not completed as provided in Section 6(i) of the original BVSIA. 3. In the BVSIA the applicant refers to inclusion of the Roundabout ( "RAB ") for purposes of performance security but most provisions regarding the RAB are contained in the BVFA. All the understandings, terms, conditions etc. for the RAB should be contained in one agreement rather than spread across different Agreements. 4. In the BVDA, Section 1.3.1 proposes a schedule for on -going progress on BV. It is interesting to note that only one item in the schedule provides for "Final" completion, the RAB, all the rest are "Substantial" completion dates. Section 1.3.2 discusses the expiration of vesting, specifically failure of the Applicant to "satisfy" milestones but does not define "satisfy ". However the following Sections 1.3.3 — 1.3.6 provide a laundry list of events that do not cause such expiration: Delay of Approvals; Force Majeure, Notice and Cure and Substantial Completion. These nebulous provisions have the effect of making the schedule unenforceable without hard "final" completion dates. 09 -08 -14 TC Packet 180 Julie Ann Woods From: John Mele [JMele @5wfpd.com] Sent: Wednesday, July 16, 201'4'i6:56 AM To: Julie Ann Woods Subject: RE: Base Village Minor PUD application - follow -up Attachments: Ice clinic 034.JPG; Scanned from a Xerox multifunction device.pdf Julie Ann, The Snowmass - Wildcat Fire Protection District would Pike to take this opportunity to comment on the latest Supplemental And Restated Application For Minor PUD Amendment (Base Village PUD) by the Snowmass Acquisition Company LLC, dated January 3, 2014. In 2007, the then Developers of Base Village convinced the Town of Snowmass Village that they could temporarily relocate the Snowmass Ski Area Clinic to Daly Lane for a two year period. At that time, this clinic relocation was to accommodate the rearranged construction phasing of the Viceroy Hotel. Three years later, Ordinance No.2 Series of 2009, stipulated very precise building adaptations that would include a functional clinic location within Building 8. As we all know, the Viceroy 13 A came to be, and Building 8... with our Village's new medical clinic... still does not exist. To date, the Snowmass Clinic is still "temporarily" located in a cramped, poorly located and deteriorating rented space at the end of Daly Lane. We implore that the Snowmass Clinic situation should be addressed in amore formal and timely manner for better patient services and safety concerns. The Snowmass - Wildcat Fire Protection District is routinely treating and transferring a very large number of injured patients from the Snowmass Ski Area into our ambulances from gravel laden roadway shoulders on Faraway Road and other side streets within the Village. During the 2012 -2013 ski season 110 patients (within a four month period) were transferred to our ambulances from the dangerous sides of these roadways, oftentimes amongst heavy vehicle and truck traffic. This is a major safety issue for our patients and our emergency personnel that is primarily due to the poor location of our "temporary clinic" and the difficulty that the ski area patrollers encounter in delivering patients to the current uphill clinic location. As a Community, and a resort, the further delay of a proper and truly accessible emergency clinic location should not just be another promise that is delayed further into the uncertain future by any Developer. The very serious business of emergent patient care is being held hostage, once again, with the details that are a part of this Minor PUD Amendment dated June 30, 2014. This is a life safety issue that clearly needs more immediate and timely attention. We believe that a more clear written commitment with direct language concerning the Clinic completion be included within this PUD Amendment. We suggest the Phasing Amendments currently proposed be rearranged to push the Clinic completion date to be within the next 2 years. We also, believe that there is great potential in further detailed discussions to establish a permanent home for the Community Snowmass Clinic to be relocated in a permanent space directly underneath the proposed "Aqua Center" , which is located along the ski back trail at the base of the mountain. This change would certainly be a community.benefit and an improvement from the current location in Building 8's cramped and extremely difficult access off of Wood Road. This location would provide an ideal Ski Patrol drop off point for most all patients coming off of Snowmass Mountain. We ask that the Planning Commission, The Town of Snowmass Village and the Applicant put considerably more thought into providing a more timely solution for a proper clinic facility that will provide patient safety, benefit our community members and better serve our guests. We remain engaged in working with all parties to fulfill this extremely important issue. 09 -08 -14 TC Packet 181 Please see the attached photo for one example of the roadway ambulance transfers that are currently jeopardizing patient safety. Also, i have attached the Planning Commission Minutes dated February 12, 2014. During this previous meeting concerning a different proposed PUD amendment, the Planning Commission agreed to recommend to Snowmass Council that provisions for the medical clinic be accelerated in any new construction proposal. We contend that these same conditions remain for the Clinic and would ask that the Planning Commission apply the same logic and recommendations. Thank you again for this opportunity to comment. Sincerely, John T. Mete From: Julie Ann Woods (mailto.JWoodsCa_tosv coml Sent. Thursday, July 10, 2014 2;21 PM Too Jim Wahlstrom; Andy Worline; Anne Martens; Brian Olson; Dave Ogren; David Peckler; dga.0g @sam -inc om• Frank Rudecoff; Gary Suiter; Joe Coffey; John Baker; John Dresser; John Mete; Julie Ann Woods; Kelly Vaughn; khambyeswsd.org; Marianne Rakowski; Mark Kittle; Sloan Campi Cc: Frank Rudecoff Subject: Base Village Minor PUD application- follow -up All - It is especially important that everyone review the premise in the proposed SIA (page 2 of the last agreement in the application previously sent to you by Jim Wahlstrom) that the applicant has indicated that the public improvements "installed, completed and accepted" is accurate. This list includes references to water and sanitary sewer lines, other utilities, storm drainage, trails, bus shelters, roadways, pulse gondola, transit center, land site, landscaping improvements, etc. If any of these public improvements are your responsibility, I will need to know if you agree with the applicant's assessment. Otherwise, if you do not agree, we need to know ASAP so that it can be modified within the agreement. I'd also like to hear back from at least Anne and Dave about the applicant's proposed timing for the snowmelt system at the garage. They are claiming that due to the crane that will be needed to install Bldg. 8, they don't want to start construction on the new snowmelt until May 1, 2017, but they do commit to "maintaining the area until installation occurs ". Will this date and proposed maintenance responsibility be acceptable to you or not? It appears that we will have a quorum for the Planning Commission on July 23`d. We would appreciate any and all written comments to be sent to us no later than noon on Thursday, July 17`h. Please let me know ASAP if you are unable to make this deadline. Thanks, everyone! 09 -08 -14 TC Packet 182 46 walking over the bridge on Wood Road towards Brush Creek Road. Craig 47 Monzio indicated that Base Village Owner would be addressing pedestrian 48 crossings when planning the roundabout. Staff is also recommending that 49 Base Village Owner provide a set of stairs up the slope to Building 7. 50 51 Chairman Sirkus said that he was concerned with the loss of approximately 52 5,000 sq.ft. of commercial space that will be lost with the new plans for Lot 2 53 and thought that the Town should require Base Village Owner to provide that 54 commercial space elsewhere in Base Village in the future. 55 -. ohn Mele, Fire Marshall for the Snowmass Wildcat Fire Protection District, 7 spoke about the need to provide space at Base Village for the Medical Clinic. 58 The original approvals for Base Village allowed the old clinic to be torn down for 59 the placement of the Viceroy Hotel, and to be relocated in proposed Building 8 60 to be built in the first phase. The new PUD Amendment Applications by the 61 SkiCo and Base Village Owner have thrown that phasing portion of the project 62 off, with the potential to extend the vesting for Building 8 another 5 years. 63 Currently, the Medical Clinic has relocated to rented space up at the Mall that 64 is inadequate to serve the needs of the skiing public. Monica Castenada, an 65 Aspen Valley Hospital nurse who works at the clinic, described the conditions 66 in the mall space, pointing out that sewage backs up into the clinic and they 67 have had difficulty getting the landlord to fix the problem. The Fire Marshall 68 handed out pictures showing the difficulties of emergency vehicles having to 69 pick up patients on sleds or gurneys on Faraway Road, due to lack of access to 70 the clinic. He thought that the current planning applications addressing 71 changes to the phasing of Base Village might be a good opportunity to 72 emphasize to Base Village owner that the medical clinic facility is urgently 73 needed to accommodate skiers injured on the mountain. He said they could 74 not wait another five years for the clinic and asked that the Planning 75 Commission recommend to Town Council that they address this urgent issue. _ :1 � , _ S E � . � that provisions for the medicaftliniMbe ac celerated in any new construction. proposal. 78 79 The Planning Commission decided that a site visit to Base Village would be 80 helpful in their deliberations. They arranged to meet at Town Hall on 81 Wednesday 2 /19 1 14 at 2.30 t TI, 82 w ov o a er to Base Village to check out the site, 83 Adjournment: The meeting adjourned at 5:47 p.m. Page 2 I February 12, 2014 09 -08 -14 TC Packet 183 Planning Commission Minutes L 09 -08 -14 TC Packet 185 d A a Z 2 Z O s � 3 ° s � •'' o 'o >' o > Oa E m ti O ti a 3`o m ,y Z a 3`0 � � ti z z Z A A c N °p O1 N io O I� n 1D O w a V N ON v r 1 n c a N >1 2 N N o a c a a I o c a E w < N O o° o a ° o i A o a 3 " 0 8 N 'o a a > ° ° > a ° a 01 m a r o v o v a ° v c a m y E a° v m o x x `o �e `o m o IS a a v v 'o _ u u 0 3 m a o u w v o > A n a a N a n c N — z — a c c v g N 3 Q 3 a w LL v LL ' y 01 LL a a > c E F°- ° o a E 1. o Y ` a c c a 0 3 s a 3 s m N a � c a 0 c E n E ° � m m m .N•� m m N � pmt 2 z m in .S 2 2 a 0 o z z o 13 v 9 °c m 3 E N � G ° � p �• wO �O C �O ° o — "' 0 0 u° E y i% C a a a C C_ O •_ O a 0 E N � AR '° m — EO 3 3 u A Yan E c v c c c u E E a E LL £ c au E E o a E s a — 5 o o A 09 -08 -14 TC Packet 185 S °� S � °•' m w o a E z° z d c _ � m a w a ¢ p > C W O C �+ O d 6 w _ C � m Co ° m U a � O m m i c O a m > OC O � — C a c s E N a a m v _c m W a— s a � a Cn o 0 a o= 3 F O Na w £ um w T .Q d o ` o a = E a c E A y o f o m 0 c ° o E c M h 3 ° ° o « N m o 3 N O Cl) N O 9 V d E E 0 d m m � o 0 Z H 0 2 ti a a o o ti ti a o a a ° � v A v L o 0 o o t ` V> a p c o t u E E m o c m« N m i o a o« a 10 o q "' a t ° o o o '^ °1 3° v E E¢ c m° a uci E a E° L E> ¢> 3 m¢¢« w ti N Y ,.• L 09 -08 -14 TC Packet 186 r a a u c E E 0 0 A d 0 m c v a A a v c F N W J m Q L � v O C E +a C > 01 O- c H (U 0 _ Vl > °. N Y C a>J L ° Ou L 5 -° O E "a u C m O a O a u a In +� a a E c L a c a 3 O m@ en O L r- c C C" to L ° CC 8 0` 7 C a U L 3 O m -° w L O C � .Q �., a c a a N a° ow L •L m ti L O C a L 'm v $ N E m m a) LA t% m O O. C O l�il ti0 -a t m tip N °- E u E E 'O Ln U U N a C X C C @ > N a E 0 3 v m 0 v m W m aYi m to + m 21 !n O_ L LL m J N C O 0. O m CL In c a - E U tip to z in pr Cu m m d W L u C. u U O Ln Q z z.. Z u O m ~ � Q Cy Ln Q= I- ai ° ° a Ln � c o ° O w °' °' °' a °' pY' °' �> Q o, o a a o a o v a a v a a a a °' a p o o u Q fl a E E a E Q E Q E a E fl E a E O a O Z Ln Q Ln ✓� Q Q O U O U O U O U O U O u O U O u h Q a = N O "a L QL1 O V C bo a a a +J C X a a C to a v O b0 L a a LL 'C > a O - L L -C Cu "a > C C "Q N N C "a w0 E CO Q a L 'o, LM +' to Q 7 N L U 2 3 ''.' ut LL° a L a [gyp _ C C N pl to tw `l' LL Cu O a +N+ .= O +� a CLO v o u t O tip c w -a m Cu o f u m (L9 m a N V N C 3 U- N w U L=L C _ �.,� Cu v !� m u a C L Cu ° E C a to 7 +L.+ a f0 s L a O a N C a O nj > O a+ ° c C a L 0p 3 C L ++ 'in o L 'a a ° Q C _C a `+� v C m N L a ° LL L w N p L .0 E °@ a F- z 'Q "O m U m m .-+ H C L O � *' " W a O a. O C ut h X 7 "a L N ++ O 7 to a aui C O +� m T H W L a +' C *' = O N 'a N ,C N O 'a O a a+ a C v Cu O E ° � o a a Y '> Ou = O o° a a as p u E U > L v 7 N N T to C 0 a @ O 'j Q C m a L m d N OL -a i p N O C N C • i+ a -a tip E L °. Y N a C u V) (n a L L °. t-� m— C Q C Q a E O O u L W v u a O' ^ O Q L a U O m tip a C � a ,�'+ U cn 'a N v _ 7 m Op m a O u "o a ut > m O a m o a .a>+ = C o O p N 3— c _ ++ C C m u aj 3 Qwa C m�LL °- Y E Cu m � Y � u > , a p> ° �' s a a ��°- Qa a C a O O L O E 'o m L E E 3� i m a Q C Jam+ o c N 2 a y m L+ u N L = Q a +� c o l o u v E a a v p - > o > Cu 3 C L a c c t-O L c C a o a c C E m E Cr _L LL C .n op +� L @ p m u o E a _o :3 LL u L �O L C - O a 00 U d v O E a -C �° O p O Q N O O Y y m C = U Val J-+ V m y a E U m O m > v Q Q m C i C a m m C L a a O o c E 3 °C° c E E ~ o C °o o o CO Y°, a E U >° aEi -° a v> o aEi U i1 J C = �- m d U N (7 N C y> "a6 N N Y Co _ ?C PL +C+ 3 s L tip a Cp O i 3 a a W i-I .Q �+ N ro Q ...� Q LL Q LL a v- - ap Q L Q N .O Q O t y'' a'C+ N a� m 09 -08 -14 TC Packet 187 z ca G O v z O F- VI v O z V) Z O ¢ O z c� G O U W K LL LL H N x 09 -08 -14 TC Packet 188 = C Q O N L 0O 0 Co a v- = C a, o 0 v c L~ O N O O C Z 7 Q) N i5 C a a) -0 s m v v .a , v o N - C "O m •O tw U C m aJ N >1 Y a) H a) m N m ti L al _ C a ° E c= OM N aj O O N 0 .- c-1 VI C m m () o C a) ,u m o o E a E 2 m v Y E � 3 0 0 0 L E ° v z n E N v cc u Y W m m o > O O a7 C �' o 'E 3 O. L v 'u u v T Y ai -0 4� ° Cy w N U C o m C OA' N C -0 m N 0 O o i Y c O •o C m v N N m E ° m m L - u v E E L m O m a u m 3 -0 L :�, Li0 U Y Y O tw aJ aG m v>- = L c a) Q N Y Yn C i na C: m' C tw mi 4: a ° u u' Li O N o p N u v v v a CL p 0 0 O CL N O a N o IL O O O O p u a a Q Q. a tn a ¢N ¢ a" N 3 N ,� .LY.. C L = Q. 0 L al N .., aJ Cu N m := 7 L Q) 0J '�, L L a) +' "6 aJ al _ O N O II. N Ca L O 0 _ i�•� U L Y Y L 4— L p C m W �C Y a7 c 0 O a, C O L O =o ° aJ 0 " m a1 °� tia u L O N u N C C 0 u 3 +' 3 c cCL N a`o m a) p —Cu u= u v° ,� °^ E °- -v r`o ami Yi Q ^ w 3 " v �° p o F- m '.' `° O L 'O+ Y = tw O m O aJ N L o w a) C 4- a O N O a i1 •Q " Y = N u u LF•. N B ,.. a7 U w m y >, p y,; Y y N> L v u c u v a=i p ° a p o s N a Y o 3 o y °- o o Q a s Q °� E c m c L Y a p c n a m> a=o vai N w> ° m can c s o c E o bn o Ln ° c NOn 3 ami 0 R cuLn c u vm o u E E c m+ E U ¢ m vY m L1 O = C C Y i 3 i m> aJ C a) Q C ?" @ m —_ y_, C O m L O b0 �•- W a m w Q � C 0 O ++ L —_ i- = C O CL C m m a7 a) LL u a1 M °' 3 m N 0 0 = L 0 y u m o o a, L 3 00 u Q- Y O L Q E •`-' U Y U •� m Y i'. U m +-� +N+ m N O Q L Q. O Q a0+ L m O �.'' -O m O L 0 OC 0 N = �^ L C O C t+ al L Q. Ln m f o-0 O m L/1 r v u a' = c o a• C N .Q1 a n m °0 0 3 =_ ° °¢ o !-' m v C> .E C) x a) m m p d i c ao Cr m C => m 7 O w Q) 0 0 m X N — 0 v L > U u- O a7 O O CO Zi- m •C v C v L U L 0 L N 3N O Y O c O Co u= i n. O' on Y O L O Q O N O Q aJ_ '6 U _ X N m CO ++ (] i U — N N U i• L Y Y 'O m :t C L LL Co L L Y N C 'O ¢ +O+ O f- N L > O 0 � al C 'O L O> `- O Y m L L O E �> aL, C = O N 0 a Y aJ m L E a) 'O 0 '6 Y 7 G O ++ O Q +� a N> >' 'a i O -O a1 m U L O Y N .p L �'' O w a) �-'' L > w V —O m m u C d a u ° �J m C O "O 'C +' L aJ _ C C "O Q L 0 Y L u U w CJ m 'O E L j, "C N Q) m m m = 0 = m >i E U 0 C 'O m L a) Q = Q Y 7 Y m L >. 'O �.+ = -O 7 \ v > L aJ L v v CL N m o ¢ O o n V I- o� m L = W O- to > ° L v o O E+ L C L E U 0 7 O C) v '° O m C O N O C 0 m C L E N +•• i O i L Q N O. C O = L Y Ql m u u O L U U X -p Y aJ C m M Q> C O L C a0+ N _m u m O �c Y Y �n p -O 3 a� a� 'o co i E U Y Y C L= O ,C u E Ql m L v u o- p L a o o " a Q �" = o O> Q7 0 = 3= Y ,� = c =¢ "' °_° N L m m 'N N m 0> N s a ~ a a' N L+ > N Q :, O u E 2i - m m 7 m m N .0 L C O U° = L h m - N O 09 -08 -14 TC Packet 188 Q O CL O cc CL n J O } 0 Z O d w v 2 O z c.) O w H Cr NLL _ LL -3a aLn u = Q F... h Q O Z 09 -08 -14 TC Packet 189 O Y y to 0 � O 7 O a N io — to m — O a) -0 aJ Z � Q N 0 S Y c Cu Cl) E N v 'N N 0 Q n ° te o a, o tw c md +c. m _ u U C lD u 0 'u W v O '— O O W Y E d p u u m N j c 'o a a) U c Cu ao v N c — v E E v ° �' N M> Cu ° ° .c E u m _o N, '"' YO O O m N "O a m O m � u _0 p _ ns O Y vA S Co w O CL N 0 N O ° CL L Q O O u °" O- vai Q Q Q1 a1 N 4 O 12 t N u L L u '-' N O O O w T > 0 u O (0 2 O 000 L -0 L M 0 0 O C 7 N 0-- N 7 a1 'O > u O Y U d 7 O N u a=+ Q' 0 O `. N Y .Q L1 u aJ Y 0 a1 a, u¢ d o a°,s� L co -C u Y O ° E N E O Y w CL Q r= CC c0 � 0 u 'L t0 Y v -0 cn C'-. L p m �, w Q ccn *' = v v E v° cn cOOO n ai � N O O v c c O u W— a1 "a ri v o c aU F a cn Q c> > T H -C -Q � u -O Y 00 to iJ N L O X CO Y O 3 ° L Y W 0 O .0 O u -C (3) u Cu :3 G T °u m W O N CL O O N t L L ++ ++ Y O a) bD CJ Q� a1 U w 0 iOJ+ 7 = a) m .a �+ L Y N 0 O w. Q 0 > N 0 .� O a) N a) �+ 3 E N M Q o 3 0 a 0 o N ¢ o c �n m r H 'a c 0 cc 0 o v c_ coo y O m m d Q u E d Co "�6 vi Z. i m O o O Irl +O+ U ao r' a v °' a`o °' o y E C-; m N MU M N u .5 0 a C Z u 09 -08 -14 TC Packet 189 h 0 0 a Z J z 0 z a w 0 O Z � O w H LL Z Q Cf u r a 3 0 09 -08 -14 TC Packet 190 v vv -vs �0 E o E E „ m o � o c1O o p i O W y C 0 a 0 = J J = t0 C m C O E O > W C 3 c a v .vc `o v o c o. 3 c ,H v c s v E gem E ENm o c O U z ¢ C 0 v e u E E u w Q: a v � w a o 0 0 0 0 0 0 0 m 0 b d m H O.a a a O 0 v 0 0 0 a = W. J ° v m v v v a v v v v v w a a a E E E E E E E E ° Q 4 Q U u u u V u u u u v v .= - b m ..+ 'O .0+ L G UJ 'O N W y > a v Q L O.C. v Q Q YO v >= L o a -• p U N Y o O Q- •C � W l W G � V O •� C u K '^ C C A 0 N .O y is v C C y .WO O J W O Q O^ 3 O O -= 0 r.+ o o N a w a v 00 v °a n c v Y Q J g U o o v L aoi °� J " v o .�Wc Y t A C A C O O b U T a N y n E O' C ti ~ E w O ti to Y of N O N y o o aGi o v v Y •3 N y w o E U .e o v c Q v LW. o "' •u Q v m Y W av a c a E 3 O C E O N lu a N E O N "' C O C a C T C O •� E y cC3 .O C U E S W O > O "6 C N W O C O V1 O L C O L• Q Q tO N^.� dq U P+ W N fl_ E 0 9 W "WO C m U E x v .c o m W u J u h0 C C > > O v vi C J a m o y a C aLv ? N Cv O O C E w c v C (7 0 a> � y C N aW u E m W .v. m.0 t m s W v a 7l m s J 09 -08 -14 TC Packet 190 o_ Z J Z O Tz o ¢ z 0 U g u O O V~—I LL u H ¢ H a 3 i 0 N 09 -08 -14 TC Packet 191 a m v p N o v L E � E .o m o •' c i a a v v v 0 O O « ^ > > Y N C W C u 0 c 0 " E ._ y p v •.,m.. D a v c c n v E N 3 N° m nv m v o 3 E� v a' 0 ate+ N L •° O c a W a mam �;: m •• v b >� E at N°Ov v E E N ° C m y> Y o s c a m u° m v° a :o LL n a a a c 0 v c m u O v v v a a v v v v a ¢ a m a C o •p u E `o Qy N> W 0 W 0 00 d C! °- U N n 0 o °' y 0 a n 0 0 0 0 U D Q Q Q Q Q Q m a v a s v � > Y u = •- .3 °c 3a c C o 3 v� ♦+ Gl J U! va— j a > N C d O o0 O J m o m +5.+ m -C m c 3 N c o° o E E v v T u 0 s v v t m= E y u 'o .n m `w 3 E o w v x 3 w n o 0 , o> y m s H u Y y Y E N O y c E m E u a c a o iy >• -° N m c v° Y° ° z Q! VCl C a o a . CL vm f0 w m a r v z a- o ' 0 0 c o c m a `° ' m. m a _ u v vm a,Ev m s E ` >Na o h y o Q c m-0 c w 'o ff o a c c y h N 0 O CL u C " N �o >m ° S.N N A C C O ? > W ° ti u m 0 3c > CL E m v v `w o m R E 0 w O z o -o 5 c E y c a o E o o a C v �_ u ms N > m C u T 0! CO 7 J— E `^ E 10 -- '., N F l•L C 01 J y c O C K E O. J U! •p C y uj .- ¢ Q N N N N 09 -08 -14 TC Packet 191 N 0 o: a N J Z 0 > a z o a z 0i o o 0 Z w o z LL 5 F CN a 3 a 2 3 O H 09 -08 -14 TC Packet 192 �w - :� v o iu v� Q u v ° w 0 3 w w w � c w m H m y O o o .c c o ° u u 0 E 3 v m v t°- v -O c w .v o w o c ° E w j 0 o V C o v w `w w a v E m a E c w c O 0 x w o 0 c 0 v c u ai CE G u w z ra v w m a � � v w m o L 0 0 0 a 0 d a a a Q Q Q Q o 0 C > o w _o a a v 0 >>> w 0- w 'c u. O O v N o o N v w '° '- c ° p m C .L. u E ate+N w 30 o ° w° i- E N m_ u yvwi u G Ol 3 .fl > > m w w > w E m E -o v o y �' o �.• o .a w a o v tp v 3 w. w w w o w w m c- .� 3 o c w o o n m e `o c> w 1O m 0 c u o F F 'c d ` u w w w '- a w o 3 w to u 'O p ) a ��,, •0 tp o u c E o CL L H w C C +t+ d .-, N O to u w O io O O w w fo W N O C p >. K`` u N U o >> o m m a w F Cm 0 != w E O m o .w. 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LO O u C w Ol O a Y cLca F N O N E- to 'O O« O« Y w2 d ~ Y O @ Y O N .D_ a w= a « r+ « Y N o s O. `m > > U N G �' y N E .+_T' u N o a s •5 v c v a -o ° m v o v o c `o u' o v a v v E E o .. ¢ r o 3 ° o a w o a c o a' c o Y « a m °> E L � `� �°- �� w v a a o E s v u c E o N E a aai o c o v °> y a s « a E a u C° a a « a o r u a w O a w a? ,U _c t0 a c c a - m O '. D o L a y •n o s .II d O 'cL m m u D m c o fl. j tUa N c O c E cu vU=i fLa w r, cu N °° « a a o> E -° > o v o° c a- a c o o w X 3 v `o a a u s n v c °c .a E m o a y E a° m o N p '� a y e a a ao m o u m o o o - o E°°> o c « o ° a v v w w ml E E c v a« a° L a E a o o o> v Q m« .L N E o o a c > ? ? c U O m O 0 W 11 - 2 - o iE v 'L d CD O u m. v° E c c L a L O a O v n o m> c 5 c c v mY 09 -08 -14 TC Packet 194 z O F A z 0 L L w X o W � Y v �O a v H v i 0 rn TO: SNOWMASS VILLAGE TOWN COUNCIL FROM: GARY SUITER, INTERIM TOWN MANAGER SUBJECT: MANAGER'S REPORT MEETING DATE: September 8, 2014 *Ice Rink It's that time of year again to decide what we are going to do with the ice rink. Last year, we entered an agreement with Below 32, a non - profit, which did not work out as expected. Following are a few comments from Andy Worline about last year's operation, along with a staff recommendation: We were able to utilize the rink as an after school program for kids. The kids had a blast and got more and more comfortable on the ice each week. However, the traverse from the Recreation Center to the shed to the rink itself was quite dangerous due to ice and snow build up. The kids had to walk uphill on ice skates, which inevitably resulted in lots of falls. While I feel the ice rink was a great amenity to the towns' Hockey players, the operation as a whole is far from what should be expected in a world -class resort community such as ours. I believe the Parks, Rec & Trails Department and Below 32 made the best of a tough situation; the operation defiantly took a toll on both entities. Here is a quick overview of the Ice Rink process: 1. We directed people interested in ice skating to the rodeo or Recreation Center then to walk towards the livestock stalls next door, then to walk around the rodeo fence, then to the shed where they would see the gate to enter the rink. Directions which are a little confusing and unassuming for your typical tourist. 2. Ice skates were rented at two locations causing some confusion and requiring front desk staff (which we need at the front desk) to leave the building to assist customers. Staff would walk the customers to get skates in the shed next to the ice rink, and then asked customers to return the skates to the recreation center. Often times, skates did not get returned and were left at the rink, an overall inconvenient method. 3. Ice maintenance was often inconsistent due to weather conditions resulting in safety issues and closures. However since the ice rink is under no direct supervision we often had skaters during closed times. The operation and location are makeshift and substandard, great for locals, not so great for tourists. We would not recommend that the town be a part of this process again unless we have significant infrastructure upgrades, more staffing and proper funding. 09 -08 -14 TC Packet 196 Manager's Report Page 2 So this year, we suggest a couple of options: 1) Ask that Below 32 take on the entire project, including set -up, operation, and take- down. The Town could provide support with a cash contribution from the HCE fund, free use of the land, and skate rentals. 2) Council directs staff to return with some alternatives and cost estimates to conduct the entire operation, to include adequate staffing, equipment, and infrastructure improvements. Finally, I also would like to acknowledge the efforts of Jack Rafferty, the "ice man ", who worked diligently to make the best of an inferior situation. Tourism Director Search As you may know, our new Tourism Director is Rose Abello, former Director of Communications with the Aspen Skiing Company. Rose has been consulting in the tourism industry for many years and we welcome her back to the Valley. Her starting date will be September 29. 1 would like to acknowledge the Tourism Subcommittee for their role in this search effort, the entire Tourism staff for "hanging in there" through this transition period, as well as Fred Brodsky for his leadership as Interim Director. Fire Mitigation Update Per Council's request, key town staff recently met with John Mele and Scott Thompson (SWFPD), and Rick Griffin (SV Homeowner's Association) to discuss an approach to improved wildfire mitigation in Snowmass Village. This committee discussed the Colorado State Forest Service Standards, possible changes to our own Land Use Code, and possible impacts on real estate sales, new home construction and remodels. We also agreed that including the Design Review Board in our discussions would be beneficial. It was noted how there are still home designs being approved and built that are less than wildfire sensitive, e.g. large wooden decks being built under the canopy. Following some lively discussion, the committee agreed on the following Goal and Objectives for this effort: Goal: Create a Snowmass Village community that is more resistant to wildfire. We will accomplish the Goal through these Specific Objectives: • Public Education • Amendments to our Land Use Code • Cost effective (and sensitive) implementation • Utilizing a standard Wildfire assessment tool I appreciate the input from all involved and look forward to this committee's continued efforts in addressing this critical issue. 09 -08 -14 TC Packet 197 Manager's Report Page 3 Thistles We have had some complaints about the thistles around Town. Both Andy Worline and Anne Martens are aware of the issue and are taking steps to address the problem. Specifically, our weed control contractor is scheduled to be back in the area at the end of September. This is the typical time for the fall application in order to apply the application as the weeds are sending their nutrients to the roots in preparation for the winter. This gives us better treatment into the root system. In the meantime, Andy's crew is going to remove the largest thistle and dispose of properly. *Housing Funding Request Please see the attached Memo from Joe Coffey regarding concrete repair and replacement at the Mountain View I complex. Joe will be at the meeting to answer questions. *Council Community Outreach I received a request from Council Member Jacobson asking to utilize our website and newsletters for the purpose of advertising the opportunity to have "Coffee with your Council Member ". I fully support the idea of elected officials having informal chats with their constituents on a regular basis; however; since it is election season, I thought it best to have the full discussion with Council. I recommend that we proceed, but want to be sure that Council is comfortable with the idea and that the same opportunity is provided to every Council member. I welcome your feedback. GFOA Award I am pleased to announce that the Town has again won the coveted GFOA Award for Distinguished Budget Presentation. Please see the attached letter from the GFOA and congratulations to Marianne Rakowski! Ice Age Discovery Per Council's request, I am working with both Tom Cardamone and Andy Anway to coordinate a date for Andy's presentation on the Feasibility Study. This may occur in early October, due to the full agenda on the 22 "d. Stay tuned. 09 -08 -14 TC Packet 198 Manager's Report Page 4 Entryway Planning 2nd Meeting The second meeting is for this is set for Thursday, September 11th from 4 -6 p.m. at Town Hall. Key discussion points from the first meeting are available at www.tosv.com /entryway. *Response Requested 09 -08 -14 TC Packet 199 JT� AS I @ To: Gary Suiter Date: September 3, 2014 From: Joe Coffey Re: Funding Request for Mountain View I Concrete Repairs The Mountain View I complex is now 24 years old and over the past few years the concrete has settled significantly and there are numerous repairs that should be completed. This funding request is for the sidewalk and apartment patio replacement on several buildings. Concrete bids were taken and the estimated remaining concrete work will cost $53,000.00. The 2014 adopted Mountain View I Budget shows an unappropriated reserve balance of $1,092,809. The Finance Director has confirmed that the Housing budgets have used the unappropriated reserves for these types of projects in the past. If the funding request is granted I will schedule the concrete repairs to be completed in September and October before the colder temperatures arrive. Thank you for your consideration on this matter. I will be available at the Council meeting to answer questions about the funding request. 09 -08 -14 TC Packet 200 Government Finance Officers Association 203 North LaSalle Street, Suite 2700 Chicago, Illinois 60601 -1210 312.977.9700 fax: 312.977.4806 August 13, 2014 PRESS RELEASE For Further Information Contact Stephen J. Gauthier (312) 977 -9700 Chicago- -The Government Finance Officers Association of the United States and Canada (GFOA) is pleased to announce that Town of Snowmass Village, Colorado has received the GFOA's Distinguished Budget Presentation Award for its budget. The award represents a significant achievement by the entity. It reflects the commitment of the governing body and staff to meeting the highest principles of governmental budgeting. In order to receive the budget award, the entity had to satisfy nationally recognized guidelines for effective budget presentation. These guidelines are designed to assess how well an entity's budget serves as: • a policy document • a financial plan • an operations guide • a communications device Budget documents must be rated "proficient" in all four categories, and the fourteen mandatory criteria within those categories, to receive the award. When a Distinguished Budget Presentation Award is granted to an entity, a Certificate of Recognition for Budget Presentation is also presented to the individual or department designated as being primarily responsible for its having achieved the award. This has been presented to Marianne Rakowski, Finance Director For budgets including fiscal period 2013, over 1,400 participants received the Award. Award recipients have pioneered efforts to improve the Quality of budgeting and provide an exceIIent example for other governments throughout North America. The Government Finance Officers Association is a nonprofit professional association serving nearly 18,000 government finance professionals throughout North America. The GFOA's Distinguished Budget Presentation Awards Program is the only national awards program in governmental budgeting. Washington, DC Office 1301 Pennsylvania Avenue, N.W., Suite 309 - Washington, DC 20004 09 -08 -14 TC Packet 201 a.org 202.393.8020 - fax: 202.393.0780 ¢ 0 � n 0 Cr � � � � � m � 2 V � » � « � ¢ m A-W 2 � 2 � � g � O � g � � � O .4 / § k 4 � � � � � � � � � � � � � � � � � 7 � � � � � � � � � � � � � � � � � � � � � 0 Poo 0 � 2 � o g � u ¢ � m � m r � 0 2 � �O ¢ g � ¢ � » � � » Cl 2 :� E-.� 09 -08 -14 TG Packet 202 §» jƒ \) \ \� \ / \ \� \ :; •_ ® ® � %$ \�§ % 0 / \\ \$ o \a «y\ ) C % / bZ \ » 14 \ \ to / / 2 / -V,e!-p /C'§ e w / � � � M \ Q SNOWMASS VILLAGE TOWN COUNCIL SPECIAL MEETING AGENDA SEPTEMBER 22, 2014 PLEASE NOTE THAT ALL TIMES ARE APPROXIMATE — ITEMS COULD START EARLIER OR LATER THAN THE STATED TIME CALL TO ORDER AT 10:00 A.M. Item No. 1: ROLL CALL Item No. 2: BUDGET HIGHLIGHTS - -Clint Kinney /Marianne Rakowski ...... ...........................Page Item No. 3: FINANCIAL ADVISORY BOARD RECOMMENDATIONS - -Gary Hartman FAB Member ............ ...........................Page Item No. 4: 2014 REVISED AND 2015 PROPOSED BUDGET PRESENTATIONS ACTION REQUESTED OF COUNCIL: Provide direction and input on the 2014 Revised and 2015 Proposed Budget's. - -Clint Kinney, Town Manager, Marianne Rakowski, Finance Director andStaff ............... ............................... ...........................Page Item No. 5: ADJOURNMENT 09 -08 -14 TC Packet 203 4th Draft SNOWMASS VILLAGE TOWN COUNCIL REGULAR MEETING AGENDA SEPTEMBER 22, 2014 PLEASE NOTE THAT ALL TIMES ARE APPROXIMATE — ITEMS COULD START EARLIER OR LATER THAN THE STATED TIME CALL TO ORDER AT 4:00 P.M. Item No. 1: ROLL CALL Item No. 2: PUBLIC NON - AGENDA ITEMS (5- minute time limit) Item No. 3: COUNCIL UPDATES Item No. 4: RESOLUTION NO. 31, SERIES OF 2014 — A RESOLUTION (Time: 15 Minute) OF THE TOWN COUNCIL OF THE TOWN OF SNOWMASS VILLAGE AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT FOR THE FINANCIAL SUPPORT OF THE COLORADO WEST REGIONAL MENTAL HEALTH CENTER DBA MIND SPRINGS HEALTH DETOX CENTER OPERATED IN PITKIN COUNTY ACTION REQUESTED OF COUNCIL: Approve, modify or deny Resolution No. 31, Series of 2014. - -John Dresser, Town Attorney /Brian Olson, Chief of Police Item No. 5: RESOLUTION NO. 30, SERIES OF 2014 - A RESOLUTION APPROVING A RECYCLE AGREEMENT WITH PITKIN COUNTY (Time: 15 Minutes) ACTION REQUESTED OF COUNCIL: Approve, modify or deny Resolution No. 30, Series of 2014. - -Anne Martens, Public Works Director Item No. 6: PUBLIC HEARING — SECOND READING OF ORDINANCE NO. 3 SERIES OF 2014 — AN ORDINANCE REGARDING A MINOR PUD AMENDMENT TO BASE VILLAGE INVOLVING REQUESTED VESTED RIGHTS EXTENSION, AND COMPLETION OF CERTAIN PUBLIC IMPROVEMENTS, AND TIMEFRAME FOR COMPLETION OF CERTAIN PRIVATE IMPROVEMENTS (Time: 120 Minutes) ACTION REQUESTED OF COUNCIL: Approve, modify or deny second reading of Ordinance No. 3, Series of 2014 - -Julie Ann Woods, Community Development Director 09 -08 -14 TC Packet 204 09- 22 -14tc Agenda Page 2 of 2 Item No. 7: MANAGER'S REPORT (Time: 10 minutes) - -Clint Kinney ........................ .............P g Item No. 8: AGENDA FOR NEXT TOWN COUNCIL MEETING: ......... ............................... ...........................Page Item No. 9: APPROVAL OF MEETING MINUTES FOR: ......... ............................... ...........................Page Item No. 10: COUNCIL COMMENTS /COMMITTEE REPORTS /CALENDARS: ......... ............................... ...........................Page Item No. 11: ADJOURNMENT NOTE: Total time estimated for meeting: Approx hours(excludinq items 1- 3 and 9 —12) ALL ITEMS AND TIMES ARE TENTATIVE AND SUBJECT TO CHANGE WITHOUT FURTHER NOTICE. PLEASE CALL THE OFFICE OF THE TOWN CLERK AT 923 -3777 ON THE DAY OF THE MEETING FOR ANY AGENDA CHANGES. 09 -08 -14 TC Packet 205 3rd Draft SNOWMASS VILLAGE TOWN COUNCIL REGULAR MEETING AGENDA OCTOBER 06, 2014 PLEASE NOTE THAT ALL TIMES ARE APPROXIMATE — ITEMS COULD START EARLIER OR LATER THAN THE STATED TIME CALL TO ORDER AT 4:00 P.M. Item No. 1: ROLL CALL Item No. 2: PUBLIC NON - AGENDA ITEMS (5- minute time limit) Item No. 3: COUNCIL UPDATES Item No. 4: ASPEN SKI COMPANY SEASONAL UPDATE (Time: 40 Minutes) ACTION REQUESTED OF COUNCIL: Listen to presentation by Ski Company and provide questions or comments. • Mike Kaplan, President/CEO — Introductory Remarks • David Perry, Senior VP, Mt. Division — Business Overview • Steve Sewell, GM Snowmass Mountain — Snowmass Ops /Summer -Mike Kaplan ................No Packet Information Item No. 5: SNOWMASS ICE AGE DISCOVERY CONCEPT PLAN AND FEASIBILITY STUDY (Time: 30 Minutes) ACTION REQUESTED OF COUNCIL: Listen to presentation and provide feedback. - -Tom Cardamone — Executive Director /Andy Anway — Amaze Design Item No. 6: PUBLIC HEARING AND RESOLUTION NO. 30, SERIES OF 2014 — APPROVING THE 2015 BUDGET (Time: 10 Minutes) A RESOLUTION SUMMARIZING EXPENDITURES AND REVENUES FOR THE TOWN OF SNOWMASS VILLAGE AND ADOPTING FOR THE CALENDAR YEAR BEGINNING ON THE FIRST DAY OF JANUARY, 2014 AND ENDING ON THE LAST DAY OF DECEMBER, 2014 AND APPROPRIATING SUMS OF MONEY TO THE VARIOUS FUND FOR THE 2015 BUDGET YEAR. ACTION REQUESTED OF COUNCIL: Approve, Modify or Deny Resolution No. 30, Series of 2014 __Marianne Rakowski ............. ...........................Page 09 -08 -14 TC Packet 206 10- 06 -14tc Agenda Page 2 of 2 Item No. 7: FIRST READING — ORDINANCE NO. 02 SERIES OF 2014 — AMENDING THE 2014 BUDGET AN ORDINANCE AMENDING THE 2014 BUDGET FOR ALL FUNDS FOR THE TOWN OF SNOWMASS VILLAGE (Time: 10 minutes) ACTION REQUESTED OF COUNCIL: Approve, modify or deny Second Reading of Ordinance No. 02, Series of 2014. -- Marianne Rakowski ............. ...........................Page Item No. 8: PUBLIC HEARING — SECOND READING OF ORDINANCE NO. 3 SERIES OF 2014 — AN ORDINANCE REGARDING A MINOR PUD AMENDMENT TO BASE VILLAGE INVOLVING REQUESTED VESTED RIGHTS EXTENSION, AND COMPLETION OF CERTAIN PUBLIC IMPROVEMENTS, AND TIMEFRAME FOR COMPLETION OF CERTAIN PRIVATE IMPROVEMENTS (Time: 120 Minutes) ACTION REQUESTED OF COUNCIL: Approve, modify or deny second reading of Ordinance No. 3, Series of 2014 - -Julie Ann Woods, Community Development Director Item No. 9: MANAGER'S REPORT (Time: 10 minutes) - -Clint Kinney ............................ ..............P g Item No. 10: AGENDA FOR NEXT TOWN COUNCIL MEETING: ........ ............................... ...........................Page Item No. 11: APPROVAL OF MEETING MINUTES FOR: ........ ............................... ...........................Page Item No. 12: COUNCIL COMMENTS /COMMITTEE REPORTS /CALENDARS: ......... ............................... ...........................Page Item No. 13: ADJOURNMENT NOTE: Total time estimated for meeting: Approx hours (excluding items 1- 3 and 10 —13) ALL ITEMS AND TIMES ARE TENTATIVE AND SUBJECT TO CHANGE WITHOUT FURTHER NOTICE. PLEASE CALL THE OFFICE OF THE TOWN CLERK AT 923 -3777 ON THE DAY OF THE MEETING FOR ANY AGENDA CHANGES. 09 -08 -14 TC Packet 207 1 st Draft SNOWMASS VILLAGE TOWN COUNCIL REGULAR MEETING AGENDA OCTOBER 20, 2014 PLEASE NOTE THAT ALL TIMES ARE APPROXIMATE — ITEMS COULD START EARLIER OR LATER THAN THE STATED TIME CALL TO ORDER AT 4:00 P.M. Item No. 1: ROLL CALL Item No. 2: PUBLIC NON - AGENDA ITEMS (5- minute time limit) Item No. 3: COUNCIL UPDATES Item No. 4: AIRPORT AIR SERVICES PLANNING STUDY (Time: 45 Minutes) ACTION REQUESTED OF COUNCIL: Listen to presentation and provide feedback to Pitkin County. - -Jon Peacock, Pitkin County Manager Item No. 5: RECYCLING /GREEN EVENTS UPDATE (Time: 30 Minutes) ACTION REQUESTED OF COUNCIL: Listen to presentation and provide feedback to staff. - -Kelly Vaughn /Anne Martens /Dave Ogren Item No. 6: SECOND READING - _ORDINANCE NO. 02, SERIES OF 2014 — AMENDING THE 2014 BUDGET AN ORDINANCE AMENDING THE 2014 BUDGET FOR ALL FUNDS FOR THE TOWN OF SNOWMASS VILLAGE (Time: 15 minutes) ACTION REQUESTED OF COUNCIL: Approve, modify or deny Second Reading of Ordinance No. 02, Series of 2014 - Marianne Rakowski ........... ...........................Page Item No. 7: MANAGER'S REPORT (Time: 10 minutes) - -Clint Kinney .............................. ...............P g Item No. 8: AGENDA FOR NEXT TOWN COUNCIL MEETING: ......... ............................... ...........................Page 09 -08 -14 TC Packet 208 10- 20- 14 -14tc Agenda Page 2 of 2 Item No. 9: APPROVAL OF MEETING MINUTES FOR: ......... ............................... ...........................Page Item No. 10: COUNCIL COMMENTS /COMMITTEE REPORTS /CALENDARS: ......... ............................... ...........................Page Item No. 11: ADJOURNMENT NOTE: Total time estimated for meeting: Approx hours (excludinq items 1- 3 and 9 —12) ALL ITEMS AND TIMES ARE TENTATIVE AND SUBJECT TO CHANGE WITHOUT FURTHER NOTICE. PLEASE CALL THE OFFICE OF THE TOWN CLERK AT 923 -3777 ON THE DAY OF THE MEETING FOR ANY AGENDA CHANGES. 09 -08 -14 TC Packet 209 1 2 SNOWMASS VILLAGE TOWN COUNCIL 3 REGULAR MEETING MINUTES 4 AUGUST 4, 2014 5 6 CALL TO ORDER AT 400 P.M. 7 8 Mayor Boineau called to order the Regular Meeting of the Snowmass Village Town 9 Council on Monday, August 4, 2014 at 4:01 p.m. 10 11 Item No. 1 ROLL CALL 12 13 COUNCIL MEMBERS Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. PRESENT: COUNCIL MEMBERS Chris Jacobson. ABSENT: 14 15 STAFF PRESENT: Gary Suiter, Interim Town Manager; John Dresser; Town 16 Attorney, Kelly Vaughn, Communications Director; David 17 Peckler, Transportation Director; Anne Martens, Public Works 18 Director; Rhonda B. Coxon, Town Clerk 19 20 PUBLIC PRESENT: Peter Hershberger, John Borthwick 21 22 Item No. 2 PUBLIC NON - AGENDA ITEMS 23 There were no Public Non - Agenda Items. 24 Item No. 3 COUNCIL UPDATES 25 26 Council Member Kucker noted there is only two weeks left for the Aspen Music Festival. 27 28 Mayor Boineau stated the USA Pro Challenge Bike race is in Snowmass Village and 29 Aspen on Monday, August 18, 2014 and the Council meeting will start at 5:30 p.m. on 30 that day. 31 32 Council Member Butler asked if the Bear Proof containers could be better designed for 33 Handicap people. She also asked that the Discovery Center be placed on an agenda in 34 September or October. Butler also asked that we look into the Observatory discussion. 35 36 After discussion the Council consensus was to pick up and store the base of 37 the conservatory that was donated to the Town of Snowmass Village. 38 09 -08 -14 TC Packet 210 08- 04 -14tc Minutes Page 2 of 4 39 Council Member Haber noted he is no longer a member of the Ice Age Discovery 40 Board, he also noted it was not a Town designated seat. Council requested that a 41 Town staff member become a liaison to this Board. Haber also stated concern with 42 the dead wood that is being left when performing trail maintenance on Town trails and 43 asked staff look into this. 44 45 Council Member Haber noted that petitions are available beginning August 5, 2014 in 46 the Town Clerks office for Council Member and Mayor positions. 47 48 Item No. 4 NEXT GENERATION DISCUSSION 49 50 Council Member Jason Haber stated he met with the Next Generation group from 51 Aspen and wanted them to provide the Town Council with information on how this group 52 started and how they function today. Skippy Leigh Upton 'Mesirow, Chair and Chirstine 53 Benedetti, Co- Chair spoke to Council regarding how they became a Commissioned 54 Board of the City of Aspen, their mission statement, guiding philosophy, guiding 55 principles and their strategic initiatives. NextGen responds to inquiries from City 56 Council on how policy decisions will affect the 18 -40 year olds living or working in 57 Aspen. Town Council thanked them for the presentation and asked the Town Manager 58 to add this as a discussion item for the upcoming Strategic Council Retreat. 59 60 Item No. 5 RESOLUTION NO. 26, SERIES OF 2014 - A RESOLUTION APPOINTING 61 AN EX-OFFICIO TO THE MARKETING, GROUP SALES AND SPECIAL 62 EVENTS BOARD 63 64 Due to the applicant not in attendance to interview, the Council tabled this Resolution to 65 the next Town Council Meeting on August 18, 2014. 66 67 Markey Butler made the motion to table this Resolution to the next Town Council 68 meeting on August 18, 2014. Fred Kucker seconded the motion. The motion was 69 approved by a vote of 4 in favor to 0 opposed. 70 71 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. 72 73 Voting Nay: None. 74 Item No. 6 RESOLUTION NO. 29, SERIES OF 2014 - A RESOLUTION REPEALING 75 TOWN COUNCIL RESOLUTION NO, 21, SERIES OF 2014 A RESOLUTION OF THE 76 TOWN COUNCIL OF THE TOWN OF SNOWMASS VILLAGE COLORADO 77 APPROVING AN AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT 78 REGARDING THE COMPREHENSIVE VALLEY TRANSPORTATION PLAN 79 8o Town Attorney John Dresser noted that at the Council meeting on July 21, 2014, 81 Council discussed amendments to the EOTC IGA and determined that no amendments 09 -08 -14 TC Packet 211 08- 04 -14tc Minutes Page 3 of 4 82 were desired by TOSV and Council directed staff to bring forth a resolution repealing 83 the prior amendment that was not accepted by the City of Aspen or Pitkin County. 84 85 Jason Haber made the motion to approve Resolution No. 26, Series of 2014 repealing 86 Town Council Resolution No. 21, Series of 2014 which approved an amendment to the 87 IGA regarding the Comprehensive Valley Transportation Plan. Markey Butler seconded 88 the motion. The motion was approved by a vote of 4 in favor to 0 opposed. 89 90 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. 91 92 Voting Nay: None. 93 Item No. 7 MANAGER'S REPORT 94 95 Manager's Report discussed the following items: 96 97 1) Strategic Planing Sessions - September 2, 2014 - 1:00 - 6:00 p.m. 98 2) Expanding and Improving Recycling at Town Events Budget Items - Provide a report 99 to Council 2nd meeting in September. loo 3) Sky Cab Maintenance - Budget Items $11,150 Un- appropriated funds - GID Meeting 1o1 scheduled 102 4) Construction and Road Projects Update 103 * August 18, 2014 - Regular Meeting * September 6, 2014 - Regular Meeting * September 22, 2014 - Regular Meeting 105 Town Council reviewed the agendas for the next three Council meetings and made 106 changes and updates. 107 108 Item No. 9 APPROVAL OF MEETING MINUTES FOR 109 July 21, 2014 — Regular Meeting 110 Fred Kucker made the motion to approve the regular meeting minutes for the 111 Snowmass Village Town Council for Monday, July 21, 2014. Markey Butler seconded 112 the motion. The motion was approved by a vote of 4 in favor to 0 opposed. 113 114 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. 115 116 Voting Nay: None. 117 Item No. 10 COUNCIL COMMENTS /COMMITTEE REPORTS /CALENDARS 09 -08 -14 TC Packet 212 08- 04 -14tc Minutes Page 4 of 4 118 119 Mayor Boineau stated the New Town Manager starts on September 15, 2014 and he 120 thanked Town Staff for how nice the Town looks. 121 122 Item No. 11 EXECUTIVE SESSION 123 124 125 126 At 5:16 p.m. 127 128 Bill Boineau made the motion to enter closed session Fred Kucker seconded the 129 motion. The motion was approved by a vote of 4 in favor to 0 opposed. 130 131 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. 132 133 Voting Nay: None. 134 At 5:54 p.m. 135 136 Fred Kucker made the motion to approve reconvening to the Regular Meeting of the 137 Snowmass Village Town Council on Monday, August 4, 2014. Jason Haber seconded 138 the motion. The motion was approved by a vote of 4 in favor to 0 opposed. 139 140 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. 141 142 Voting Nay: None. 143 Item No. 12 ADJOURNMENT 144 145 At 5:55 p.m. 146 147 Fred Kucker made the motion to adjourn the Regular Meeting of the Snowmass Village 148 Town Council on Monday, August 4, 2014. Markey Butler seconded the motion. The 149 motion was approved by a vote of 4 in favor to 0 opposed. 150 151 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, and Fred Kucker. 152 153 Voting Nay: None. 154 Submitted By, 155 156 Rhonda B. Coxon, CMC 157 Town Clerk 09 -08 -14 TC Packet 213 I SNOWMASS VILLAGE TOWN COUNCIL 2 REGULAR MEETING AGENDA 3 AUGUST 18, 2014 4 5 6 CALL TO ORDER AT 5:30 P.M. 8 Mayor Boineau called to order the Regular Meeting of the Snowmass Village Town 9 Council on Monday, August 18, 2014 at 5:38 p.m. 10 11 A complete live recording of this meeting can be found at www.tosv.com under Town 12 Council Meetings. This will be archived indefinitely allowing you to view at any time. 13 14 Item No. 1 ROLL CALL 15 16 COUNCIL MEMBERS PRESENT: Bill Boineau, Chris Jacobson, Jason Haber, 17 Fred Kucker 18 19 COUNCIL MEMBERS ABSENT: Markey Butler arrived at 5:43 20 21 STAFF PRESENT: Gary Suiter, Interim Town Manager; John 22 Dresser, Town Attorney; Julie Ann Wood, 23 Community Development Director; Kelly 24 Vaughn, Communications Director; David 25 Peckler, Transportation Director; Anne 26 Martens, Public Works Director; Rhonda B. 27 Coxon, Town Clerk 28 29 PUBLIC PRESENT: Richard Goodwin, Mel Blumenthal, Jill 30 Bethard, Greg Smith, Don Schuster, Greg 31 Roulon, Steve Parmelee, Shawn Gleason, 32 Jack Donovan, Bob Sirkus and other members 33 of the Public interested in today's agenda 34 items. 35 36 37 Item No. 2 PUBLIC NON - AGENDA ITEMS 38 39 Don Schuster representing the Aspen Skiing Company stated the Aspen Skiing 40 Company has worked out an agreement with Related and that he wanted to inform the 41 Council that the Lime Light Hotel is again being proposed. 42 43 Item No. 3 COUNCIL UPDATES 44 45 Council Member Haber commented on the USA Pro Challenge bike race happy to see it 46 in Snowmass Village. 09- 08 -14TC Packet 214 08- 18 -14tc Minutes Page 2 of 5 47 48 Mayor Boineau also commented on the success of the race. 49 50 Council Member Jacobson mentioned the 11 th annual ARE Day celebration was last 51 week and he was very impressed with the prestige people who attend this event. 52 53 Council Member Butler arrived at 5:43 p.m. 54 55 Item No. 4 RESOLUTION NO. 26, SERIES OF 2014 - A RESOLUTION APPOINTING 56 AN EX- OFFICIO MEMBER TO THE _MARKETING, GROUP SALES AND SPECIAL 57 EVENTS BOARD 58 59 At this time the Council asked questions of Leticia Hanke. 60 61 Markey Butler made the motion to approve Resolution No. 26, Series of 2014 62 appointing an Ex- Officio member to the Marketing, Groups Sales and Special Events 63 Board. Fred Kucker seconded the motion. The motion was approved by a vote of 5 in 64 favor to 0 opposed. 65 66 Voting Aye: Bill Boineau, Markey Butler, Jason Haber, Fred Kucker, and Chris 67 Jacobson. 68 69 Voting Nay: None. 70 Item No. 5 PUBLIC HEARING - APPLICATION BY SNOWMASS ACQUISITION 71 COMPANY, LLC, FOR A MINOR PUD AMENDMENT TO THE BASE VILLAGE PUD IN 72 ORDER TO MODIFY VESTED PROPERTY RIGHTS AND THE TERMS OF THE 73 VESTED PROPERTY INCLUDING CHANGES TO THE DEVELOPMENT 74 AGREEMENT, FUNDING AGREEMENT AND SUBDIVISION IMPROVEMENTS_ 75 AGREEMENT 76 77 Mayor Boineau opened the Public Hearing at 5:50 p.m. 78 79 Community Development Director Julie Ann Woods, noted that in May and June, 80 Snowmass Acquisition Company, LLC (SAC) held three pre- sketch meeting with the 81 Planning Commission and Town Council to discuss their next steps to get the Base 82 Village project back on track. Pre - sketch meetings are considered "non- binding" 83 and are intended for dialogue about a proposed development project. At the final pre - 84 sketch meeting, SAC presented a "framework" that laid out their desire to submit an 85 application to allow for the extension of vesting with a series of "milestones" to be met, 86 including a milestone for the submission of a subsequent PUD Amendment for 87 modifications to Base Village no later than October 15, 2014. She noted there was 88 general consensus of the Town Council and Planning Commission present at that 89 meeting to suggest to SAC that they should proceed with an application to "move the 90 project forward ". At this time SAC representatives Dwayne Romero and Craig Munizo 09 -08 -14 TC Packet 215 08- 18 -14tc Minutes Page 3 of 5 91 provided a PowerPoint Presentation and the four major topics to be discussed will be 92 the Minor PUD Amendment, sample development Timeline, Vesting Milestone 93 Overview, October 15th PUD submission, and participants discussed each 94 thoroughly. Romero spent a considerable amount of time on the milestones. He also 95 spoke to the October 2015 start date land use application including the Limelight with 96 the Aspen Skiing Company. 97 98 At this time Council provided feedback and questions regarding their presentation. 99 loo Arnie Mordkin spoke to the actual packet materials and that the content does not say 1o1 what the amendment is. He noted that Planning Commission should have pointed out 102 specifics for the Council. He questioned `Why the extension" and the applicant has got 103 to have all the financing in place. 104 105 Richard Goodwin a resident of Snowmass Village, who lives on Fairway Drive, read two 106 letters into the record and submitted for the record. 107 108 Council and staff agreed that the Town Attorney John Dresser needs to review the 1o9 ordinance and provide feedback. 110 111 Council Member Jacobson had various concerns with review standards in the code and 112 asked that the ordinance contain definitions. Jacobson also spoke to the Community 113 survey and noted that not a very large amount of people in Snowmass Village feel Base 114 Village is an important issue in Snowmass Village. 115 116 Council Member Haber felt the cart is before the horse and we should see the project 117 first then decide the vesting. 118 119 Richard Godwin a resident of Snowmass Village asked that Council let the PUD die a 120 natural death and continue one building at a time, he noted there is way too much 121 baggage. 122 123 Scott Calliham a business owner and a resident of Snowmass Village noted there are a 124 substantial number of people who want this project to be competed. 125 126 Mayor Boineau continued the Public Hearing to the Regular Meeting of the Snowmass 127 Village Town Council on Monday, September 8, 2014 at 4:00 p.m. 128 129 Don Schuster representing the Aspen Skiing Company, spoke to the vesting and the 130 importance of the agreements and the vesting rights have to be in place or they will not 131 play with Related. 132 133 Item No. 6 MANAGER'S REPORT 134 09 -08 -14 TC Packet 216 08- 18 -14tc Minutes Page 4 of 5 135 Interim Town Manager Gary Suiter discussed the following items with Council: 136 137 1) Strategic Planning Session - September 2, 2 -14 1:00 p.m. - 6:00 p.m. 138 2) Update on the Tourism Director Search 139 3) Budget Meeting with staff - September 22, 2014 at 10:00 a.m. in the Council 140 Chambers 141 4) Entryway Planning Update 142 143 Item No. 7 AGENDA FOR NEXT TOWN COUNCIL MEETING 144 145 Town Council and staff reviewed the upcoming agendas and made changes and 146 comments. 147 148 Item No. 8 COUNCIL COMMENTS /COMMITTEE REPORTS /CALENDARS • August • September • October 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 Mayor Boineau spoke to RFTA and possible extended season, and Council Member Jacobson noted that if bars are open until 2 a.m. should we not have shuttle service until 2:00 a.m. Council Member Haber noted the State of the Water Plan will be discussed on Thursday August 21 from 5- 7 at the Glenwood Springs Recreation Center. At 8:56 p.m. Fred Kucker made the motion to adjourn the Regular Meeting of the Snowmass Village Town Council on Monday, August 18, 2014. Chris Jacobson seconded the motion. The motion was approved by a vote of 5 in favor to 0 opposed. Voting Aye: Bill Boineau, Markey Butler, Jason Haber, Fred Kucker, and Chris Jacobson. Voting Nay: None. Submitted By, Rhonda B. Coxon, CMC Town Clerk 09 -08 -14 TC Packet 217 Wed Thu Fri Sat 1 1 2 3 4 1 1 09 -08 -14 TC Packet 219 2014 Wed Thu Fri Sat 1 W 1 1 09 -08 -14 TC Packet 220