SUPPLEMENTAL AND RESTATED 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
January 3, 2014
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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
______Supplemental and Restated Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC January 3, 2014
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Section 1: Application
1.1 Introduction
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 38 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. The Development Agreement (Building 7 Essential Public Facility), dated February 25, 2009, between Base Village Owner LLC, and the Town of Snowmass Village, Colorado (the “Interim Building 7 Development Agreement”).
4. Amended and Restated Base Village Planned Unit Development Guide adopted February 26, 2007 and recorded December 11, 2012 as Reception No. 594713 in the Pitkin County Clerk and Recorder’s Office (the “PUD Guide”).
5. 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”).
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Summary of Proposed Minor PUD Amendment
I. Vesting Extension
SNOWMASS ACQUISITION COMPANY LLC, as the Applicant, is requesting to change the Initial Vesting deadline of the Development Agreement. Pursuant to the Development Agreement, the Applicant was granted Vested Property Rights through November 3, 2014 (the “Initial Vesting”) and, if the Applicant has completed “Phase 2-B” (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 from November 3, 2014 to November 3, 2019 in two phases:
1. Two additional years (from November 3, 2014 to November 3, 2016), which would be effective upon approval of this minor PUD amendment.
2. Three further years (November 3, 2016 to November 3, 2019).
B. New Initial Vesting Building Milestones. The milestones and phasing would be as follows:
1. The November 3, 2016 vesting milestone to be substantial completion of the Roundabout by October 15, 2015.
If the Roundabout is not substantially complete by October 15, 2015, the vested rights would terminate.
2. The November 3, 2019 vesting milestone would be substantial completion of Buildings 6, 7 & 8 and the Aqua Center.
If Buildings 6, 7 & 8 and the Aqua Center are not substantially complete by November 3, 2019, the vested rights would terminate.
C. Overall Vesting Deadline Unchanged. The Applicant is not requesting an extension of the November 3, 2024 deadline.
D. Amendments to Approval Agreements. See 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.
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II. Phasing Amendments
The Applicant is requesting that the Phasing described in Section 6 of the PUD Guide be amended as follows: “6. Phasing. The Project will be developed in accordance with the Phasing Plan with no building permits being issued for a subsequent phase until building permits have been issued for each building in the previous phase and substantial construction has been begun on each such building in the previous phase:
Phase Lots Buildings Phase 1A 1 1, 2A, 2B, 2C, 3ABC, and 3DE 34 surface parking spaces, 13 surface parking spaces on Lot 2, underground parking structure Phase 2A 8 & 9 13A and 13B with underground parking facility Phase 2B 2 4AB and 5 with underground parking facility Phase 3 3 & 4 6, 7 and 8, and the Aqua Center Phase 4 5, 6 & 7 10AB, 11 & 12 with underground parking
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II. Interim Building 7 Development Agreement Amendment
Under the Interim Building 7 Development Agreement, the provisions of Section 1.6 affect the modified Major PUD Application of SkiCo to amend and build Buildings 4 & 5 before a final certificate of occupancy has been issued for Building 7.
The Applicant Snowmass Acquisition Company LLC proposes to amend the Interim Building 7 Development Agreement to make it consistent with the request to include the completion of Building 7 in Phase 3. If and to the extent the Town grants approval to SkiCo, this amendment will allow Buildings 4 & 5 to be built before completion of Building 7. Aside from the need to have consistency among the various existing agreements and approvals, the Applicant has not yet made a determination as to the optimal utilization of Building 7, and at this time is not proposing any change from the existing entitlements. Given that the Building 7 transit improvements have been completed, the deferral of the completion of the remainder of Building 7 until Phase 3 has no adverse impact on public improvements or mitigation requirements. Accordingly, the Applicant proposes to delete the first sentence of Section 1.6 of the Interim Building 7 Development Agreement.
III. Bonding and Completion of Roundabout
Under the current approvals, Ordinance No. 3, and the existing PUD Guide, the Applicant is permitted to develop Buildings 4, 6, 7, 8, 13A and 13B prior to construction of the the Brush Creek/Wood Road Roundabout (the “Roundabout”). The Applicant is proposing to amend the Funding Agreement to remove the Roundabout, conditioned on approval the requested amendments, and to bond the cost of the Roundabout with a payment and performance bond or other security acceptable to the Town upon approval of the minor PUD amendment.
During the several year period of time that the Base Village project was controlled by the prior lender group, and the receiver, all of the funds being held in escrow at Alpine Bank as security for the SIA were released by the escrow agent to the receiver. Accordingly, the Applicant will bond the cost of the Upper Wood Road improvements as well as the snowmelt systems at Building 7 and Building 8 with a payment and performance bond or other security acceptable to the Town.
The SIA also 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 SIA describes future landscaping which is typically required to be installed prior to issuance of a certificate of occupancy on future buildings. Likewise, 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 and the Town (and if necessary Snowmass Water & Sanitation District) would enter into an amended Subdivision Improvements Agreement for the Roundabout work. The Applicant will agree to substantially complete Roundabout by October 15, 2015.
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IV. Consent to Convey Lot 2 to Aspen Skiing Company
The Applicant is seeking approval of the Town under the Development Agreement to convey Lot 2 to the ASPEN SKIING COMPANY (“SkiCo”) or a SkiCo affiliate. SkiCo is pursuing a separate application for modified major PUD amendment for Building 5. SkiCo is anticipated to seek to modify the Building 5 approvals to permit its ‘Limelight’ project with an approximately 102-room hotel and 18 free-market units, and the elimination of Buildings 9ABC. The Applicant will not be pursuing that application itself, but seeks approvals that would accommodate the SkiCo hotel proposal by consenting to the sale of Lot 2.
While Section 3.1(b)(ii) allows assignment to the Aspen Skiing Company LLC or its affiliates without Town consent, based on discussions with the Town Attorney the Applicant acknowledges that the assignment restrictions in the Development Agreement were intended to allow the developer, at the time – Intrawest/Brush Creek Development Company LLC (a joint venture between Intrawest Corporation and Aspen Skiing Company), to acquire individual lots for subsequent development in affiliated entities, but under the common development of one master developer. The circumstances have changed since 2004 when the Development Agreement was entered into, including conveyances of the entire project, with the Town consent, to the prior developer Base Village Owner LLC, followed by a foreclosure by the lenders, operation in receivership by the lender, and subsequently the purchase of the entire project, less portions that had previously been sold, by the current Applicant Snowmass Acquisition Company LLC.
Given Aspen Skiing Company’s role in developing Buildings 4 and 5 (assuming its modified Major PUD is approved), and the extent of its ownership and operation of skier services at Base Village, consent to ownership of Lot 2 by SkiCo is consistent with the original intent of the PUD.
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1.2 General Data Requirements
Date: January 3, 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 [email protected]
Craig L Monzio SNOWMASS ACQUISITION COMPANY LLC 16 Kearns Road, Suite 301 Snowmass Village, CO 81615 (917) 916-7832 [email protected]
B. Joseph Krabacher SHERMAN & HOWARD L.L.C. 201 N. Mill Street, Suite 201 Aspen, Colorado 81611 (970) 925 6300 [email protected]
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.
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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
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
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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 very 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 Development Agreement grants Vested Property Rights through November 3, 2014 (the “Initial Vesting”) and, if “Phase 2-B” (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 The Applicant is requesting that the Initial Vesting under the Development Agreement be extended from November 3, 2014 to November 3, 2019 in two phases:
Two additional years (from November 3, 2014 to November 3, 2016) with the vesting milestone to be substantial completion of the Roundabout by October 15, 2015.
Three further years (November 3, 2016 to November 3, 2019) with the vesting milestone to be substantial completion of Buildings 6, 7 & 8 and the Aqua Center).
The Applicant is not requesting an extension of the November 3, 2024 deadline.
The Applicant is proposing to amend the Phasing under the PUD Guide to the consistent with the current development plans of the Applicant and SkiCo.
The Applicant is proposing to amend the Funding Agreement to remove the Roundabout as needed to conform to the approvals, and to bond the cost of the Roundabout with a payment and performance bond or other security acceptable to the Town upon approval of the minor PUD amendment.
The Applicant and the Town (and if necessary Snowmass Water & Sanitation District) would enter into an amendment to the Subdivision Improvements Agreement for the Roundabout work. The Applicant will agree to substantially complete Roundabout by October 15, 2015. The Improvements Agreement amendment would be subject to any remaining funding obligations of the Town under the Base Village Funding Agreement.
The vesting changes are consistent with the original PUD because the Applicant is not proposing to add any new development, but is only seeking to develop the same buildings in slightly different phasing schedules. There is no proposed change to the November 3, 2024 deadline. 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 ______Supplemental and Restated Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC January 3, 2014 Page 8
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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. The timing of remaining public improvements is not delayed beyond the deadlines required by the original PUD. Importantly, the Roundabout will be completed by October 15, 2015 ahead of any certificates of occupancy of Buildings, 4, 5, 6, 7, 8 and the Aqua Center.
For these reasons, this 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. Additionally the proposed amendment will not change the basic character of the PUD or surrounding areas as the PUD will remain unchanged.
Section 3: Compliance With Minor PUD Amendment Standards
3.1 Compliance with Minor PUD Amendment Standards of the Snowmass Village Land Use Code
(A) Section 16A-5-300(c)
(i) Minimum Land Area.
Response: The proposed amendment does not affect the land area of the PUD.
(ii) Location.
Response: The project is located within the Town of Snowmass Village and the PUD.
(iii) Uses.
Response: The proposed amendment does not change the permitted use or change the Mixed-Use-2 (MU-2) zoning of the PUD.
(iv) Maximum Buildout.
Response: The proposed amendment does not affect the Maximum Buildout.
(v) Dimensional Limitations.
Response: The proposed amendment does not affect the Dimensional Limitations.
(vi) Community Purposes.
Response: The proposed amendment does not alter the community purposes from the original approvals.
(vii) Parking. ______Supplemental and Restated Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC January 3, 2014 Page 9
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Response: The proposed amendment does not alter the employee housing parking demand.
(viii) Road Standards.
Response: The proposed amendment does not alter the road standards described in the Original PUD.
(B) 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.
(C) Section 16A-5-390, Review Standards for an Amendment to a Final PUD
(i) Consistent with the Original PUD.
Response: The proposed modifications are consistent with the Original PUD.
(ii) No Substantially Adverse Impact.
Response: Based on the Original PUD, the proposed modifications do not have a substantially adverse effect on the neighborhood surrounding the land nor does it adversely impact the enjoyment of the land abutting, upon or across the street from the Project.
(iii) Not a change in Character.
Response: The proposed modifications do not change the basic character of the PUD or surrounding areas.
(iv) Comply with Other Applicable Review Standards.
Response: This Application complies with the other applicable standards described in detail within the Application.
(D) Section 16A-5-310, PUD Review Standards
(i) Consistency with the Comprehensive Plan.
Response: As amended by this Application, the Project will remain consistent with the Comprehensive Plan since the proposed modifications are minor in affect and will not impact the intent of the Original PUD.
(ii) Preservation of Community Character.
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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).
(iii) Creative Approach.
Response: As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A-5-301(3).
(iv) 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).
(v) 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.
(vi) Suitability for Development.
Response: As amended pursuant to this Application, the project will continue to satisfy the requirements of Section 16-A-5-310(6).
(vii) Adequate Facilities.
Response: As amended pursuant to this Application, the Project will continue to satisfy the requirements of Section 16A-5-310(7).
(viii) 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).
(ix) Phasing.
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Response: Except for the change in the Initial Vesting deadline, no changes to phasing are proposed in this Application and the Project will continue to satisfy the requirements of Section 16A-5-310(9).
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Appendix A:
Disclosure of Ownership
______Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC – Base Village Development Agreement
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Appendix B:
Authorization to Represent
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
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Appendix C:
Plat with Vicinity Map
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
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Appendix D:
List of Adjacent Property Owners
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
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945 STONEBRIDGE LLC A & J SNOWMASS REALTY LLC ABRAMS JOHN H & DIANE C 260 E BROWN #200 145 HEIGHTS RD 9820 SUMMERLAKES DR BIRMINGHAM, MI 48009 RIDGEWOOD, NJ 07400 CARMEL, IN 46032
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ASCOT HOLDINGS LTD ASF TRUST ASM RESIDENTIAL LLC 50% 401 E SONTERRA STE 114 119 ABINGDON AVE 685 CREST CT SAN ANTONIO, TX 78258 KENILWORTH, IL 60043 GRAND JUNCTION, CO 81506
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BASE VILLAGE METRO DIST #1 BATCHELDER CAROL T TRUST BAYS ASPEN SNOWMASS LLC 60 COLUMBUS CIR FL 19 PO BOX 6326 101 PARK AVE #900 NEW YORK, NY 100235802 SNOWMASS VILLAGE, CO 81615 OKLAHOMA CITY, OK 73102
BEAR POINT LLC BENARD MARK BENDIXEN JAMES J 120 LEWIS RD 141 ROBERT E LEE BLVD #108 19629 RONDO DR NAPLES, ME 04055 NEW ORLEANS, LA 701242534 EDMOND, OK 73012
BENNETT LAND & CATTLE CO BERGEN FRANCIS X & JENNIFER CZECH BERGERON DOUGLAS 530 N LAKE SHORE DR #1008 4876 VALKYRIE 529 BEAR PAW LN SOUTH CHICAGO, IL 60611 BOULDER, CO 80301 COLORADO SPRINGS, CO 80906
BERGLUND PAUL R BETZRUHEN LLC BIBLIN ALLAN E BERGLUND LINDA LIVING TRUST PO BOX 3230 13313 WESTCOVE CT 2127 ELDERBERRY RD GRAND RAPIDS, MI 49501-3230 LOS ANGELES, CA 90049 GOLDEN, CO 80401
BLACK STONE DIAMONDS INC BILDNER ROBERT & ELISA SPUNGEN BLUMENTHAL M & P FAM TRUST AVENIDA VIEIRA SOUTO NO 620 #1001 122 UPPER MOUNTAIN AVE 1640 S SEPULVEDA BLVD #515 IPANEMA MONTCLAIR, NJ 07042 LOS ANGELES, CA 900257538 RIO DE JANEIRO BRAZIL 22 920 000,
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BREEN BERNARD P BRESCIA CHARLES L & JANICE M BRIGHT ANGEL PARTNERS LLC 104 BROADWAY ST 24742 WESTRIDGE RD 235 W 102 ST #8N CARNEGIE, PA 15106 GOLDEN, CO 80403-8338 NEW YORK, NY 10025
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BROWN ROBERT V III BRUSH CREEK LAND COMPANY LLC BRYANT HORACE B & SHIRLEY E PO BOX 6663 PO BOX 1248 546 OAK DR SNOWMASS VILLAGE, CO 81615 ASPEN, CO 81612 LAKE JACKSON, TX 77566
BRYANT ROBERT E & PATRICIA LEE BUCKLEY CARTER Y BUCKLEY RICHARD B FAMILY LP 812 STATE ST 11 INTERVALE RD 482 WAIAKOA RD SANTA BARBARA, CA 93101 PROVIDENCE, RI 02906 KULA, HI 96790
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BURNS NANCY M BUSH GERALD A & DIANE M BUTRUS HAYDEN ALTITUDE RETREAT 4645 CALIFORNIA ST 5 W WESLEY RIDGE NW 3630 CORPORATE TRAIL DR SAN FRANCISCO, CA 94118 ATLANTA, GA 30327-2042 EARTH CITY, MO 63045
CALO CHARLES J & SYPIEN-CALO CAMPBELL CAM & KATHY FAM PTNSHP CANTOR LOUIS B & LINDA E SUSAN S 1/2 900 2ND ST SE #501 455 SOMERSET DR W GOELKEL ROBERTA A 1/2 CEDAR RAPIDS, IA 52401 INDIANAPOLIS, IN 46260 116 S MERRILL PARK RIDGE, IL 60068-4221
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BUS_RE/4948972.1
Appendix E:
Fee Agreement
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
BUS_RE/4866612.4
Appendix F:
Proposed First Amendment to Development Agreement
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
BUS_RE/4866612.4
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 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 the adoption by the Town of Ordinance No. __, Series of 2014 dated [______, 2014] [date of approval of minor PUD amendment re vesting extension] and expiring on November 3, 2016 (the “Initial Vesting”); provided, however, if Developer has failed to
BUS_RE/4946739.3
substantially complete the construction of the Brush Creek/Wood Road Roundabout (the “Roundabout”) by October 15, 2015 pursuant to the Second Amendment of the Base Village Subdivision Improvements Agreement, then the Vested Property Rights shall expire on October 15, 2015. The Developer will use its commercially reasonable best efforts to achieve the substantial completion of the Roundabout by October 15, 2015, provided that, in the event weather or other factors beyond the reasonable control of Developer (such as early winter or late spring snows, rains or runoff) delay the installation of the Roundabout or such other factors such as labor dispute, strike, fire, act of God, flood, terrorist act, earthquake, riot, or any other similar event which prevents or materially interferes with the performance or execution of the work required for substantial completion of the Roundabout (a “Permissible Delay”), the projected completion date and the Initial Vesting period will be automatically extended for the duration of any such Permissible Delay.
If Developer substantially completes the Roundabout by October 15, 2015 (subject to any extension caused by a Permissible Delay), then the Vested Property Rights shall remain vested and be extended for an additional three years to November 3, 2019 (the “Secondary Vesting”). If Developer has substantially completed construction of Buildings 6, 7, 8 and the Aqua Center of the Base Village Project by the expiration of the Secondary Vesting period, then the Vested Property Rights shall remain vested and be extended to November 3, 2024. The Developer will use its commercially reasonable best efforts to achieve the substantial completion of Buildings 6, 7, 8 and the Aqua Center by November 3, 2019, provided that, in the event weather or other factors beyond the reasonable control of Developer (such as early winter or late spring snows, rains or runoff) delay the substantial completion of Buildings 6, 7, 8 and the Aqua Center or such other factors such as labor dispute, strike, fire, act of God, flood, terrorist act, earthquake, riot, or any other similar event which prevents or materially interferes with the performance or execution of the work required for substantial completion of Buildings 6, 7, 8 and the Aqua Center (a “Permissible Delay”), the projected completion date and the Secondary Vesting period will be automatically extended for the duration of any such Permissible Delay. 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 and such vesting shall last throughout the term of the vested rights.”
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
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201 N. Mill Street, Suite 201 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.
[Remainder of Page Intentionally Left Blank]
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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]
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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:
5 BUS_RE/4946739.3
Appendix G:
Proposed First Amendment to Funding Agreement
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
BUS_RE/4866612.4
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 ______, 2013, 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 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/4946738.2
(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
(h) General Improvement District under Section 2.8 of the Funding Agreement.
3. 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) The Developer and the Town have entered into an AIA Form A141-2004 (Standard Form of Agreement between Owner and Design-Builder) (the “Design/Build Agreement”), pursuant to which the Developer will manage the design and construction of the Roundabout for the Town for a stipulated sum equal to $800,000.00.
(d) The Design/Build Agreement specifies, in addition to such other terms and conditions agreed by the Developer and the Town, each acting reasonably, 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 Subcontract”), and (B) the Developer and its contractor for the construction of the Roundabout, which construction subcontract shall be for a stipulated sum or guaranteed maximum price (the “Construction Subcontract”);
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(ii) After the Developer provides the Town a copy of each of the Design Subcontract and the Construction Subcontract, 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.
(e) The Developer may not obtain a certificate of occupancy for any of Buildings 5, 9AB or 9C in Phase 2B of the Project or for any building in any subsequent phase 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) Notwithstanding anything to the contrary set forth above, prior to the date the Developer provides the Town a copy of each of the Design Subcontract and the Construction Subcontract, the Developer shall pay all costs incurred for the design and construction of the Roundabout. Within 30 days after receiving a copy of each of the Design Subcontract and the Construction Subcontract, together with copies of all bills, invoices and conditional lien waivers relating to the costs incurred by the Developer to design and construct the Roundabout to date, the Town shall reimburse the Developer for such costs up to a maximum amount of $800,000.00. Thereafter the Town shall pay any additional costs incurred to design and construct the Roundabout as and when such amounts become due and payable in accordance with and subject to the provisions of Section 2.1(d)(ii) above, including, without limitation, the $800,000.00 cap on the Town's financial obligation.
(g) 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 Guaranty 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
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With a copy to: SHERMAN & HOWARD LLC 201 N. Mill Street, Suite 201 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]
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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/4946738.2
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
By: ______Name: Title:
6 BUS_RE/4946738.2
Appendix H:
Proposed Second Amendment to Subdivision Improvements Agreement
______Amended Application for Minor PUD Amendment to the Base Village PUD SNOWMASS ACQUISITION COMPANY LLC
BUS_RE/4866612.4
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. 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/4946737.3
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 Guaranty 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;
(b) The Snowmelt systems at Building 7 and Building 8;
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(c) Future trail connections required by the PUD 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 Guaranty 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 Guaranty”) for purposes of assuring the final completion of the Remaining Public Improvements. The amount of the Performance Guaranty 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 Guaranty shall be released and the Town will execute any such documents as are reasonably necessary to accomplish the release of the Performance Guaranty.
(b) The Performance Guaranty, (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 Guaranty 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 Guaranty to be extended for an equal amount of time. Any such extension shall be in writing.
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(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 Guaranty 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 Guaranty, 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 Guaranty 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 Guaranty 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 Guaranty 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 Guaranty.
(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
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such other factors, the applicable Performance Guaranty 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 Guaranty will not be completed prior to the expiration of such Performance Guaranty, the Developer shall replace or secure an extension of such Performance Guaranty on terms acceptable to the Town, at least thirty (30) days prior to expiration of such Performance Guaranty. Should the Developer fail to do so, the Town may draw on such Performance Guaranty 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 Guaranty 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.
(j) Intentionally omitted as Pulse Gondola has been completed.
(k) Intentionally omitted as Subterranean Condominium and the Transit Center have been completed.
(l) 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 201 N. Mill Street, Suite 201
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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]
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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/4946737.3
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
By: ______Name: Title:
8 BUS_RE/4946737.3
EXHIBIT 1 (Remaining Public Improvements)
Type Plans/Description Estimated Cost Estimated Completion Schedule
9 BUS_RE/4946737.3