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06-12-14 W. Trent Palmer PC/ Goodwin (2) •// vy. TRENT PALMER PC William Trent Palmer,Eq.I Principal tree(hvtp-lawcom June 12,2014 rut FedEx&email(ldresser@tosv.coml John Dresser Town Attorney 130 Kearns Road Post Office Box 50)0 Snowmass Village,Colorado 81615 Re. Snowmass Base Village Dear John: Undersigned counsel represents Richard C.Goodwin,owner of Capitol Peak Lodge Unit 3223. Mr.Goodwin also controls the entity that owns 385 Fairway Drive and until recently, owned 477 Fairway Drive. Needless to say Mr.Goodwin has a substantial interest in Town of Snowmass Village(`Town")dealings. I am writing to request your legal opinion regarding Related Colorado's control of the Base Village PUD and associated matters. We understand that in or around November 2004,the Base Village Development Agreement("Agreement")became effective as between the Town and the Intrawest/Brush Creek Development Company—a joint venture between Aspen Skiing Company and Intrawest. The Agreement grants certain vested property rights to Developer for the development of the Base Village PUb With respect to the duration of these vested rights,the Agreement provides that they shall expire should Developer not complete"Phase 2-B"by November 3,2014. Phase 2-B includes at least 4 buildings on Lots 2&4 and an aqua center upon which construction has not even commenced. The current professed Developer,Snowmass Acquisition Company("SAC",a Related subsidiary),must persuade the Town to drastically amend current phasing before November 3, 2014 to continue holding these development rights. However we question whether Related is legally entitled to vested nghts under the Agreement in the first place? First,section 3.1(a)of the Agreement allows the assignment of rights and obligations under same with prior written consent of the Town. Did IntrawesilBrush Creek get the Town's consent to assign their vested rights to Base Village Owner("BVO",another Related subsidiary)? If so,please attach a copy of this consent with your response to this letter. Given that Town residents voted on the initial PUD approval,we also wonder if another such vote would have been prudent to validate consent to any such assignment? Second,section 3.1(b)of the Agreement provides that Developer may assign its rights and obligations without TOSV's consent under limited circumstances—none of which could have applied to Intrawest/Brush Creek's assignment to BVO Assuming arguendo that this was 417 MAUI Street,Sure E I CarMmdak,Colorado 81623 >ledmR PO Ba 0110J dq:cu,fw,londo 81612 J 9709239915)want,wg,-law.uHn a legal assignment, how did SAC then acquire the vested rights? BVO lost the entire project to their German financiers through foreclosure, then SAC somehow reacquired it on the succeededor P ste s for a fraction of the initial loan amounts. Is it the Town's position that the bank of the B V , and that SAC then succeeded the bank within the meaning of subsection 3.1(b)(c� Agreement? Please explain. Third,assuming again that these assignments were valid, the Agreement requires velo r tocomply with Ordinance 21 and the "Other Agreements" as a condition for the De pe comp continuation of their vested rights. The Other Agreements include: (i) the Base Village con � (iii) the Base Services Agreement; (ii) the Subdivision Improvements Agreement ("SIA"); e the g Village Funding Agreement; and (iv) the Restricted Housing Agreement. Section 1 .2(b) o g Agreement provides that in the event of a "Material Default" by Developer of any of anysuch g e agreements, the vested rights shall be forfeited. We'd like your opinion as to whether g Material Default has occurred. By way of example, have the Public Improvements described in section 2 of the SIA been completed according to the phasing schedule detailed therein? Specifically, the Storm Drainage Improvements a Im rovements described in subsection (c) were to be completed in 2009, the Trails described in subsection (d) were to be completed in 2010, and the Roadways described in t Road roundaboar subsection (f) were to be completed in 2007. Clearly the Brush Creek/Wood improvementssdaboin has not been completed as required. We're certain there are many other publicunt in lieu the SIA alone that Developer has not completed. Does the Town hold adequate security of the these improvements, as required by section 2 of the SIA? You can see we have many questions regarding the legality of Related's control of the Base Village PUD — notwithstanding the November 3 deadline that is fast approaching. Should the Town be inclined to negotiate some extension of these rights, we implore officials to get serious concessions from Related, The Town could require Related to pay off the Metro District debts that burden homeowners. Given the reality of climate change, the Town could require carbon offsets that push Snowmass Village towards zero net emissions. There are many possibilities. We look forward to your analysis of the questions presented as it is extremely relevant to ongoing public discourse. Sincerely, W. TRE PALMER PC By: William Trent Palmer, Esq. cc: Gary S ui ter, Interim Town Manager via email—gsuiter@tosv.com 2 From:Stephanie Bergner Fax:(970)387-4447 To:+19709233761 Fax- +19709233761 Paae 2 of 3 0611612014 11:C• '-- Monday,June 16,2014 at 10:42:00 AM Mountain Daylight lime Subject: FW: Base Village PUD Date: Friday,June 13,2014 at 4:09:50 PM Mountain Daylight Time From: William Trent Palmer To: RICHARD Responses below,underlined. From:Trent Palmer<trent@wtp-law.com> Date:Friday,June 13,2014 at 4:09 PM To:John Dresser<JDresser@tosv.com> Cc:"GSuiter@tosv.com"<GSuiterPtosv com> Subject:Re: Base Village PUD John: Thank you for your prompt response. However you did not address several issues I raised. I will respond inline below. From:John Dresser<JDresser@tosv.com> Date:Friday,June 13,2014 at 11:33 AM To:Trent Palmer<trent@wtp-law.com> Cc:Gary Suiter<GSuiter@tosvcom> Subject:RE: Base Village PUD Trent- Section 3.1(b)(iv)of the Base Village Development Agreement("BVDA")permits all of the scenarios you cite for transfer or succession of the Base Village PUD in your"First"and Second"paragraphs. You did not produce evidence of the Town's written consent to the intrawest/Brush Creek—BVO assignment as requested._Als does this mean Hypo bank technically controlled the Ptli)&vested rights for a short tire? This doesn'make sense:seems like the vested rights should have fallen away in favor of underlying zoning, As to the paragraph beginning with"Third",the Town has not declared a"Material Default"pursuant to Section 12kb)of the BVDA. Whv not? There are many basis upon which the Town could/should declare default. Developer failed to proyide community benefits specifically bargained for 4s exoreeconditiops of contract. With regard to security for the public improvements,due to the intervening receivership and foreclosure the cost estimates are probably out of date.This issue will be addressed prior to any issuance of necessary approvals to re-start construction. What security does the Town currently hold? Lastly,your suggestions imploring Town officials to get concessions are interesting but need to be presented to the decision making officials for consideration in the course of the many public meetings that have already started and will continue in the upcoming months, Understand. The point is that the Town should hold Related to the fire and extract significant concessions rather than let the developer control negotiations. Yes Base Village needs to move forward,but not at the expense of residents and bargained-for community benefits. This would set a terrible precedent for future negotiations. John C. Dresser,Jr. Town Attorney Town of Snowmass Village P.O. Box 5010 130 Kearns Road Page 1 oft