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landuse case.gm.406 E Hopkins Ave.0003.2007.ASLU
406/408 E HOPKINS TSlS 0003.2007.ASLU 273707330006-012 GMQS/COMM DESGN RED S cA,4pjr=z �3/ (7 10 w City of Aspen Community Development Department CASE NUMBER PARCEL ID NUMBER PROJECT ADDRESS PLANNER 0003.2007.ASLU 2737-073-30-006-012 406/408 E. Hopkins Ave Joyce Allgaier CASE DESCRIPTION GMQS Allotment — Commercail Design Review & Parking Waiver ($2700.00 DEPOSIT PAID UNDER 0061.2006.AHPC) DATE OF FINAL ACTION Haas Land Planning 41yj o-1 CLOSED BY Amy DeVault • 0 File Edit Record Na"ngate Form Reports Format Tab hielp Main; Custom Fjelds Fee; ;, fictions Parcels RoLAing Status Fee Summary Routng History Attachments Permit Type asbe Aspen Land Use 2004 Permit q OW3.2007.A5LU y A.ddres, ,406 E HOPKINS v� Apt/Suite L•N^- C,tv ASPEN State 1CO Z 0161 i 0 Petmit Information Master Permit 9061.2006.AHPC Routing Queue Applied `01 j0812�7 Project — Status 'pending Approved o _ 'T Desctiphon GMQS ALLOTMENT • COMMERICAL DESIGN REVIEW S PARKING WAIVER Issued r — ($2700,W DEPOSIT PAID UNDER 0061,2006PtiPC) I Final {.,.,..�..,...—.__.....,' Submitted BASS LAND PLANNING 925 7819 Clock 114unni g Days ! 0 Expres '01f0312ODS _ U wrier Last Name 11515 PROPERTY GROUP, LLC First Name PO 80X 7955 Phone (248) 7M-MO9 ASPEPI CO 81612 Owner fs Appficant? �.pptlCal1t Last Name II5I5 PROPERTY GROUP, LL( Fast Name I POBOX7955 Plhorle ' Cue It 127385 ASPEN CO 81612 Lender Last Name �-� J Fist Name Phone _ EMet the pem-at lendets last name or company name A,;PertGoldlb) Record 2 of • 0 ORDINANCE NO.6, SERIES OF 2007 AN ORDINANCE OF THE CITY COUNCIL GRANTING GROWTH MANAGEMENT APPROVAL PURSUANT TO SECTION 26.470.040 (C)(1) & (D)(3), ENLARGEMENT OF A HISTORIC LANDMARK AND ESSENTIAL PUBLIC FACILITY AND FOR AN EXPANSION AND CHANGE IN USE, ALLOWING RETAIL, FOR A PORTION OF THE ISIS THEATER, 406 E. HOPKINS AVENUE, LOTS L, M, AND N, BLOCK 87, CITY AND TOWNSITE OF ASPEN, PITKIN COUNTY, COLORADO PARCEL ID: 2737-073-30-006, -011 and —012 WHEREAS, the applicant, Isis Property Group, LLC, represented by Haas Land Planning, Klein, Cote, and Edwards; and Charles Cunniffe Architects, has requested approval for Growth Management in order to enlarge, partially remodel and change the use of a portion of The Isis Theater, 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado; and WHEREAS, the applicant submitted an application to the Community Development Department for a Minor Historic Preservation Development, Commercial Design Review and Parking Waiver specifically from the Historic Preservation Commission (I?C), and Growth Management Review for an Enlargement of a Historic Landmark and Essential Public Facility specifically from the Planning and Zoning Commission (P&Z); and both of these boards have reviewed and handled the applications in accordance with their purview; and WHEREAS, the HPC, through its Resolution No. 2, Series of 2007, granted approval for a Minor Development Application for changes primarily to the doors and windows of the Isis Theatre building, approved a waiver of the parking requirements and fees associated with the additional commercial area, and approved the Commercial Design Review; and WHEREAS, the P&Z, through its Resolution No. 5, Series of 2007, recommended that the City Council approve the Growth Management allotments for an Enlargement of a Historic Landmark and Essential Public Facility Minor Development Application allowing 1,861 sq. ft. of net leasable area; and WHEREAS, the application has identified that, due to the fact that no specific tenant has been identified and that tenants will change, the proposed space configuration within the building is not set but will change over time within the old "Theatre One" area (the western -most ground floor theatre); however the, application proposes to establish a total of 1,861 additional square feet of new net leasable area, for a total gross retail area of 5,725 sq. ft., with 5,226 sq. ft. allowable as net leasable area; and WHEREAS, the Community Development Director has found and decided in his letter of December 22, 2006, that the Isis Theatre qualifies as an Essential Public Facility, because of its ownership by a public entity with a future transfer to a non-profit corporation serving a public Isis Growth Management Ordinance No. 6, Series of 2007 Page 1 of 5 0 • e interest, perpetual deed restriction for a theatre or public use, and undivided public ownership interest in the affordable housing units and a perpetual restriction limiting additional development on upper levels of the building, all of which serve a public interest and the needs of the community; and WHEREAS, the application is considered exempt from Ordinance No. 19, Series of 2006 and Ordinance No. 51, Series of 2006, otherwise known as the "Moratorium Ordinances", because the project is considered an Essential Public Facility; and WHEREAS, the Isis has a long history of land use approvals that have allowed for various approvals, uses and dimensions for the building including the following: 1) Planning and Zoning Commission Resolution No. 36-95; 2) City Council Ordinance No. 58-95; 3) City Council Ordinance No 59-95; 4) A March 19, 1996 amendment to Resolution No. 36-95 was granted by the Planning and Zoning Commission without formal adoption of a resolution; 5) City Council authorized use of the Special Review process to consider the amortization of open space payments via adoption of Ordinance No. 45-96; 6) Final approval by the HPC on March 12, 1997; 7) Council adoption of Resolution No.18-98 approving the deferral of payments in -lieu of open space for a five year period (such payment has been made); 8) A pair of minor HPC amendments to the final approval were approved on March 10, 1999 and September 8, 1999; 9) Growth Management Commission Resolution No. 2-01, approving a re-evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use; and 10) MOU executed pursuant to City Council Resolution No. 99, Series of 2006. WHEREAS, the City Council, according to Section 26.470.040'of the Land Use Code, must review the Growth Management application, a staff analysis report and the evidence presented at a hearing to determine the project's conformance with the applicable criteria and the City Council may recommend approval, disapproval, or approval with conditions; and WHEREAS, the Community Development Director, pursuant to his authority under Section 26.304.060(B)(1), finds that the Growth Management reviews for Enlargement of a Historic Landmark for Commercial Use and for an Essential Public Facility should be combined finding that the combination would eliminate or reduce duplication and ensure economy of time, expense and clarity; and final approval rests with the City Council; and WHEREAS, The Council finds that the applicable development review standards are met by the proposal, provided that the conditions established herein are complied with. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO THAT: Isis Growth Management Ordinance No. 6, Series of 2007 Page 2 of 5 Section 1 • Enlargement of a Historic Landmark for Commercial Use and Essential Public Facility Growth Management Allotments The City Council grants a Growth Management Allotment for an Enlargement to a Historic Landmark and for an Essential Public Facility finding that the project meets the applicable criteria. The Growth Management approval allows for an area of new gross leasable of 1,861 sq. ft. and a gross retail area of 5,725 sq. ft., with 5,226 of that area allowable as net leasable area, as such term is defined in the Land Use Code. Section 2: Limitation for Restaurant Use A restaurant use is not permitted as part of this approval as a use in the "retail area" and any future proposed conversion to a restaurant use must gain approval by the Aspen City Council in accordance with the deed restriction recorded at Reception No. 534579, in the offices of the Pitkin County Clerk and Recorder. Such conversion, if approved by the City Council, may gain its Growth Management Review and approval administratively in accordance with the Land Use Code in place at the time of application. Section 3: Affordable Housing Mitigation Affordable housing mitigation requirements shall be satisfied by payment of a cash -in -lieu fee at the time of building permit issuance for the tenant finish of the retail space; the payment due shall be based on the actual amount of Net Leasable Area (NLA) provided for in the tenant finish building permit application, and the following formula: • 2.6 FTE per 1,000 square feet of NLA; • First 4 FTE = zero employee mitigation; • Next 4 FTE mitigated at 30%; • Remaining FTE mitigated at 60%; • Apply credit of three (3) FTE already housed; • Access cash -in -lieu fee based on Category 4 requirement in place at time of building permit application. Section 4: Building Permit Application The building permit application shall include the following: 1. A copy of the final Ordinance and P&Z Resolution. 2. The conditions of approval printed on the cover page of the building permit set. 3. A construction management plan pursuant to the requirements of the Community Development Department. 4. A fugitive dust control plan to be reviewed and approved by the City Engineering Department. Section 5: Exterior Lighting Lighting shall be pursuant to the Historic Preservation Minor Development approval pursuant to Resolution No. 20, Series of 2007, and the City's lighting regulations. Isis Growth Management Ordinance No. 6, Series of 2007 Page 3 of 5 Section 6: All material representations and commitments made by the applicant pursuant to the development proposal approvals as herein awarded, whether in public hearing or documentation presented before the Planning and Zoning Commission or City Council, are hereby incorporated in such plan development approvals and the same shall be complied with as if fully set forth herein, unless amended by an authorized entity. , Section 7• This ordinance shall not affect any existing litigation and shall not operate as an abatement of any action or proceeding now pending under or by virtue of the ordinances repealed or amended as herein provided, and the same shall be conducted and concluded under such prior ordinances. Section 8• If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held invalid or unconstitutional in a court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and shall not affect the validity of the remaining portions thereof. Section 9• The City Clerk is directed, upon the adoption of this ordinance, to record a copy in the office of the Pitkin County Clerk and Recorder. Section 10: A public hearing on the ordinance shall be held on the 2nd day of April, 2007, in the City Council Chambers, Aspen City Hall, Aspen, Colorado. INTRODUCED, READ AND ORDERED PUBLISHED as provi ed by law, by the City Council of the City of Aspen on the 12`h day of March, 2007. Attest: Kathryn S. ;7h, City Clerk FINALLY, adopted, passed and approved on this 2nd day of April, 2007. Attest: Isis Growth Page 4 of 5 Ordinance No. 6, Series of 2007 Mayor erud, Mayor • 9 Approved as to form: � 3 Juhiil . orcester, City Attorney Isis Growth Management Ordinance No. 6, Series of 2007 Page 5 of 5 • 0 mm 011111111 Mom Eilllll� ,....... ,..110 mmmmmmm 2 HPC APPROVED ELEVATION Double Retail Space CHARLES CUNNIFFE ARCHITECTS 610 EAST HYMAN AVE. ' AWEN, CO 81611 • TIU: 970925-5590 • FAIL 97MO-4557 19M PM CAM RD, STE 202 • STEAMBOAT SPII1FIG, CO MW • TEIE: 970875-0590 - FAX 9706750501 z =FFM REAIL ENTRY - TMEATER ENTRY 1 HPC APPROVED ELEVATION Single Retail Space EXISTING ELEVATION 0 2 4 8 16 Isis Theater Renovation March 5, 2007 ASPEN, COLORADO n vtLU mw 1w 1w 1w r-- I I I I I I I I I I I I I I EXISTING MAIN LEVEL PLAN PROPOSED MAIN LEVEL PLAN Single Retail Space r- - - 0 2 a B 16 mmmmmmmmol Isis Theater Renovation CHARLES CUNNIFFE ARCHITECTS March 5, 2007 ASPEN, COLORADO 610 EAST HYAMN AVE • ASPEN, CO B1611 • TELE: 970925-5590 • FAX: 970920--4557 T901 PM GRWE RD. STE 202 • SrEAMBDAT SPRING, CO BOM7 • TEEE: 970475-0590 • FAX. 970475QW1 • 0 EXISTING MAIN LEVEL PLAN ICE ICU PROPOSED MAIN LEVEL PLAN Double Retail Space 0 2 a B 16 Isis Theater Renovation CHARLES CUNNIFFE ARCHITECTS March 5, 2007 ASPEN, COLORADO 610 FAST MMAN AVE. • ASPEN, CO 816T1 • TEEF: 97D925-5590 • FAX: 97rA20-/557 1901 PINE GROVE RD, STE 202 - STEAMBOAT SPRINGS, CO 8W7 - TELE: 970475-0590 • FAX 970675-0501 HAAS LAND PLANNING, L.L C 201 N. MILL STREET, SUITE 108 - ASPEN, CO 81 61 1 - (970) 925-781 9 - MHAAS@SOPRIS.NET To: The City of Aspen I Thru: The Aspen Community Subject: Isis Theater Remodel, 406/408 East Hopkins Avenue SECTION I: INTRODUCTION Date: December 26, 2006 Aspen has a long-standing tradition in the arts and, more specifically, in film. It has long been a town that prides itself in its film festivals, Oscar screenings, shorts festivals and comfortable venues in which to enjoy these events. However, the City of Aspen is at a crossroads with regard to the ability to maintain and operate a full time movie theater. The Stage Three Theater has recently closed, and the difficulties in keeping the Isis operating as solely a movie theater have been well publicized. Although movies are sometimes shown at the Wheeler Opera House, and Harris Concert Hall, there exists the real possibility that the City of Aspen could be without any true movie theaters in the foreseeable future. A team of local residents and businessmen have come together with the City of Aspen in an effort to maintain and sustain theater operations at the Isis, resulting in a Memorandum Of Understanding (MOU) executed pursuant to City Council Resolution No. 99, Series of 2006. This land use application for: "minor development," commercial design review, and parking waivers from the Historic Preservation Commission (HPC); and, growth management approvals from the City Council after receiving a recommendation from the Planning and Zoning Commission (P&Z), has been prepared in accordance with the terms, conditions And provisions of the MOU. The Isis Property Group, LLC (the applicant) seeks the aforementioned approvals to allow conversion of the west theater ('Theater #1) on the ground level of the Isis building into retail space for either one or two tenants. A stadium -seating theater on street level and the three movie theaters below will be maintained, keeping four full-time movie theaters in operation in downtown Aspen. The plan sets accompanying this application explain the proposal and its various options graphically and are organized as follows: o Existing South (Hopkins Avenue) Elevation; o Existing Floor Plan, Ground Floor; o Sheet 1: Proposed South Elevation for the Single Tenant Scenario; o Sheet IA: Proposed Floor Plan, Single Tenant Scenario without a 2nd Level; o Sheet 1B: Proposed Floor Plan, Single Tenant Scenario with a 2nd Level; o Sheet 2: Proposed South Elevation for the Two Tenant Scenario; o Sheet 2A: Proposed Floor Plan, Two Tenant Scenario without a 2nd Level; and, o Sheet 2B: Proposed Floor Plan, Two Tenant Scenario with a 2nd Level. This application is submitted pursuant to Chapters 26.415, 26.412, and 26.470 of the Aspen Land Use Code (the Code) by the Isis Property Group, LLC (the applicant). Since the City of Aspen Community Development Director has determined the primary use and structure to be an "Essential Public Facility," this application and any associated, subsequent building permit applications are exempt from the current moratoria (see Exhibit 1, letter from Chris Bendon, Community Development Director). The Land Use Application Forms and Pre -Application Conference Summary are attached hereto as Exhibits 2 and 3, respectively. Permission for Haas Land Planning, LLC, Planning Consultants, Charles Cunniffe Architects, and Klein Cotd Edwards, LLC, legal counsel, to represent the applicant is attached as Exhibit 4. A list of property owners located within three -hundred feet of the property and an executed application fee agreement are attached as Exhibits 5 and 6, respectively. The application is divided into five sections. Section I provides a brief introduction to the application, while Section 11 describes the existing conditions of the project site. Section III delivers an overview of the previous approvals associated with the Isis property and the MOU pursuant to which this application has been prepared. Section IV outlines the applicant's proposed development, and Section V addresses the proposed development's compliance with the applicable review criteria of the Code. For the reviewer's convenience, all pertinent supporting documents relating to the project are provided in the various exhibits attached at the end of the application. While the applicant has attempted to address all relevant provisions of the Code and provide sufficient information to enable a thorough evaluation of the application, questions may arise which require further information and/or clarification. Such additional information required in the course of the application's review will be provided upon request. 2 SECTION II: EXISTING CONDITIONS The Isis Theater resides one lot in from the northeast corner of East Hopkins Avenue and South Mill Street, next to the station of the Aspen Fire Protection District. The street address is 408 East Hopkins Avenue although it is also referred to as 406 East Hopkins Avenue. The 9,027 square foot property is generally described as Lots L, M and N, Block 87, City and Townsite of Aspen, and the Parcel Identification Number is 2737-073-30-006. The site is within the Commercial Core (CC) Zone District, and is a designated historic landmark within a Historic Overlay District. The Vicinity Map below shows the property's general location relative to the surrounding area. 101 040R• MapPoint' E ` Or W - 406 EHopkins Ave, Avp E^x Aspen, CO 81611-1900 W�i7k?rrAr� EAk' Aspen Yrr A�, t 821 EC °tea A� ms cover A ve 61 NYd6n A �r Ave {$�T�A* White River_ National E p� Forest dRst `� Wares 02006 MimsoRCotp 1&2005 NAVTEQ,ind/orGDT, Inc. fhb Vicinity Map — Isis Theater The existing three story Isis Theater building (a/k/a the H. Webber building) includes roughly 770 seats among five movie theaters. The standing land use approvals (described in Section III, below) allow for approximately 16,420 square feet of Floor Area, of which some 15,670 square feet can be net leasable area. As built, the main/ground level includes a two-story volume housing two movie theaters with stadium seating as well as stairs to the level below, a lobby, a ticket sales area, a concession stand, fire exits, and an entryway with stairs and an elevator providing access to all floors of the building. The lower level includes three movie theaters, fire exits, restrooms, a lobby, and a concession stand. In addition, both levels have mezzanine spaces used as projection rooms at the south end and mechanical and storage rooms at the north end. The third floor includes one free market residence and two deed restricted three -bedroom units. The neighboring properties include the fire station (to the east), Le Chefs of Aspen and Wells Fargo Bank to the west; Fox Photo, Baccarat and other boutiques to the south (across Hopkins Avenue); and, the Cantina to the north (across the alley). 3 SECTION III: PREVIOUS APPROVALS & THE MOU The approvals for the Isis renovation/expansion were granted and memorialized over eight separate steps (numbers 1-8, below). Item number 9, below, is an approval that was granted but never acted upon. Item number 10 is the MOU executed pursuant to City Council Resolution No. 99, Series of 2006. The highlights of each of these approvals is summarized and discussed below. 1) Planning and Zoning Commission Resolution Number 36-95; 2) City Council Ordinance Number 58-95; 3) City Council Ordinance Number 59-95; 4) A March 19, 1996 amendment to Resolution 36-95 was granted by the Planning and Zoning Commission without formal adoption of a resolution; 5) City Council authorized use of the Special Review process to consider the amortization of open space payments via adoption of Ordinance 45-96; 6) Final approval by the HPC on March 12, 1997; 7) Council adoption of Resolution 98-18 approving the deferral of payments in -lieu of open space for a ten year period; 8) A pair of HPC amendments to their final approval were approved on March 10, 1999 and September 8, 1999; dnd, 9) Growth Management Commission Resolution No. 2, Series of 2001, approving a re- evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use. 10) MOU executed pursuant to City Council Resolution No. 99, Series of 2006. 1. Planning and Zoning Connfnission Resolution Number 36-95 This resolution granted a GMQS exemption for the expansion of the Isis Theatre building and Special Review approval to: a) exceed the property's allowable floor area, b) reduce the minimum required dimensions of the building's trash and utility area, and c) reduce the minimum open space requirement. These approvals were granted subject to a list of ten (10) conditions. The GMQS exemptions were for the enlargement of an historic landmark structure that added both floor area and net leasable space. In addition, GMQS exemptions were granted for the reconstruction of one demolished free market dwelling unit and the addition of two deed restricted affordable housing units. The allowable floor area ratio (floor area -to -lot area ratio, a/k/a FAR) of the underlying zone district at the time of the approval was 1.5:1, which could be increased up to 2:1 by Special Review provided at least 60% of the additional floor area beyond that allowed as of right is used for residential purposes deed restricted in accordance with the affordable housing guidelines (the current FAR limit is 3:1 overall, with a limit of 1:1 for free market residential use). The approval granted by the Planning and Zoning Commission (P&Z) allowed for 16,303 square feet of floor area, or an FAR of 1.81:1. With this increase, at least 1,657 square feet of the total area was required to be included within deed restricted affordable housing ([16,303 13,541 ] x 60%). The proposal provided 2,610 square feet of deed restricted affordable housing and, therefore, exceeded the requirement by 953 square feet. Based on the amount of net leasable area (11,216 square feet) within the then proposed structure, a trash and utility area measuring 24' x 10' would have been required pursuant to the 4 dimensional requirements of the CC zone district. The Special Review approval allowed the trash and utility area to be reduced to 20' x 10', a four foot reduction in the otherwise required length. The Commercial Core zone district required that 25% of a site be maintained in a condition that complies with the City's definition of "open space" then in effect. Thus, approximately 2,257 square feet (9,027 x 25%) of the property would have been required to be left more or less undeveloped. The approval allowed this requirement to be reduced to just 540 square feet of open space, or just less than 6%. A $250,000 payment of cash -in -lieu of the open space was required and has since been paid. The ten adopted conditions do not detail the terms of the approvals as done above but, instead, refer to the application as being approved as proposed. One specific condition (#8) is of particular concern for the current proposal. Specifically, condition number 8 states, in relevant part, that: ... the approved employee calculation of five (5) employees is only applicable to the Isis project, and any future uses will require a re-evaluation for mitigation purposes. In other words, the approvals for employee generation and the level of mitigation (affordable housing) required were limited to the Isis Theater project only. It was intended that any expansion or change -in -use would require additional analysis to ensure that employee housing needs would be reassessed. City staff explained in their memo of January 8, 1995 to City Council that, "due to the unusually low ratio of employees per square foot for theater uses, any change in use would require significant mitigation, either in the form of cash -in -lieu or off -site buy -down of existing units. It is unlikely that HPC [Historic Preservation Commission] or staff would support additional units on the roof -top, which would effectively restrict additional on -site housing to the interior of the structure." As part of the GMQS exemption requests, recommendations were required from the Growth Management Commission (GMC; a board no longer in existence but then consisting of the City of Aspen and the Pitkin County Planning and Zoning Commissions, jointly). The GMC and the Aspen P&Z were both required to consider parking demands and mitigation of these demands as part of their approval. However, the parking standard applicable to the particular GMQS exemption used stated that, "Parking shall be provided according to the standards of Article 5, Division 2 and Division 3 [since amended to Chapter 26.515], if HPC determines that it can be provided on the site's surface and be consistent with the review standards of Article 7, Division 6 [since amended to Chapter 26.415]. Any parking which cannot be located on -site and which would therefore be required to be provided via cash -in -lieu payment shall be waived." As a result, no parking was provided on -site, and no payment -in -lieu was required. 2. City Council Ordinance Number 58-95 This ordinance granted historic landmark designation fur the Isis property. The designation was required to provide; eligibility for the GMQS exemptions used (as described above). 3. City Council Ordinance Number 59-95 This ordinance approved the on -site affordable housing units that have since been built. 5 u 4. Amendment of Resolution 36-95 As mentioned above, at their March 19, 1996 meeting, the P&Z approved a request to amend their previous approval, such that an additional theater (5 instead of the previously approved 4) could be included within the structure. The approved revisions effectively increased the allowable Floor Area (FAR) and net leasable space. The approved Floor Area was increased from 16,303 square feet to 16,416 square feet (an increase of 113 square feet), bringing the allowable FAR from 1.81:1 to 1.82:1. The approved net leasable area was increased from 11,216 square feet to 15,671 square feet (an increase of 4,455 square feet). No changes to the employee housing requirements, open space approval, or trash and utility area were required in connection with the approved revisions. In effect, the approvals allowed for the following: FLOOR LEVEL ORIGINAL APPROVALS 1996 AMENDMENTS FAR N.L.A. SEATS FAR N.L.A. SEATS LOWER --- 4,133 320 --- 4,133 320 GROUND 10,623 7,083 560 10,736 11,538 560 SECOND 5,680 --- --- 5,680 --- --- TOTAL 16,303 11,216 880 16,416 15,671 880 N.L.A. represents Net Leasable Area in square feet. and FAR represents Floor Area in square feet 5. City Council Ordinance 45-96 This ordinance provided for a code amendment permitting the P&Z, as part of the Special Review Process, to "allow the required payment -in -lieu [of open space] to be amortized in equal payments over [sic] period of up to five years, without interest." 6. Final HPC Approval On March 12, 1997, the HPC granted final approval to the proposed redevelopment of the Isis Theater by a 4-1 vote. This included approval of the architecture and site plan. 7. City Council Resolution 98-18 In March of 1998 the Isis applicants came before City Council seeking an additional five- year deferral before the required payments -in -lieu of open space begin. Resolution 98-18 granted the deferral with two conditions. The first condition established that the five $50,000 per year payments, without interest, will begin on the fifth anniversary after the date of issuance of the building permit rather than in year one. The second condition stipulated that, if the property is not redeveloped according to the site specific development plan for the renovation of the building as theaters, the payment schedule will be considered null and void. The $250,000 cash -in -lieu fee has since been paid in full. 8. HPCAmendmentstoFinal,4pproval On March 10, 1999 the HPC approved an amendment to the Isis Final Approval allowing modifications to the design and materials used on the exterior of the free market unit to be cuiistmuted on top of the theater. On September 8, 1999, the HPC approved another amendment relating to the free market residential unit. C.1 9. GMC Resolution No. 2, Series of 2001 On July 17, 2001 the GMC approved a re-evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use. At the time of the approval, the Code provided a range of employee generation per 1000 square feet of net leasable area (as opposed to the specifically established employee generation rate in today's Code). The applicant and the GMC did not know what type of commercial use would occupy the ground floor and, therefore, could not determine with enough confidence where in the range of employee generation the actual use would fall. Consequently, it was required that the employee housing mitigation would need to be determined by the GMC in a subsequent review to be carried out prior to the issuance of a building permit for the Isis retail conversion. All previous approvals accepted an employee generation of five FTE for the five -screen theater operation and required housing mitigation for only 60%, or three (3), of those FTE. The built project includes housing for six (6) FTE. Accordingly, GMC Resolution 2-01 states that, "A mitigation credit of three employees shall be applied to the new retail use." GMC Resolution 2-01 is consistent with the January 8, 1995 staff memo to City Council which stated that, "due to the unusually low ratio of employees per square foot for theater uses, any change in use would require significant mitigation, either in the form of cash -in -lieu or off -site buy - down of existing units. It is unlikely that HPC [Historic Preservation Commission] or staff would support additional units on the roof -top, which would effectively restrict additional on -site housing to the interior of the structure." For instance, GMC Resolution 2-01 provides that new mitigation would be provided by off -site housing units, cash -in -lieu payment, or a combination thereof. GMC Resolution 2-01 remains valid but is no longer vested. As such, the terms of the Resolution remain in full force and effect to the extent that subsequent Code amendments have not altered or otherwise adversely affected said terms. 9. The MOU executed pursuant to City Council Resolution No. 99, Series of 2006 In its eleventh recital (note that Article 13 of the MOU states that, "the recitals at the beginning of this Agreement shall be deemed included as terms and conditions of this Agreement"), the MOU provides that the "Commercial Unit" would be re-condominiumized so that the westerly theater on the main level ("West Main Theater") would become a separate condominium unit. Said recital further explains that the City will "approve and permit through its usual land use approval process the conversion of the West Main Theater to retail use, [and] the Lobby reconfiguration ... as set forth herein." As required by the MOU, the applicant has begun the process of re-condominiumizing the Isis property in the manner required by Article 3 and its sub -parts. The applicant hereby further commits to completing the re-condominiumization in the manner required to create the West Main Theater and a portion of the existing Lobby space to become Commercial Unit 1. Also, the applicant hereby further commits to the following requirements of the MOU relevant to the land use approvals: o Articles 4.1.5 and 5.1: Commercial Unit 1 will be deed restricted to retail uses, and to prohibit restaurant uses unless appropriate mitigation is paid to the City pursuant to the City 7 0 • Land Use Code in effect at the time of the requested conversion to restaurant use; and, provided further, that the City Council, in its sole discretion approves such a change in use. o Article 4.1.8: The Isis Property Group, LLC shall use commercially reasonable efforts to sublease Commercial Unit 1 to one or more tenants that are deemed "mid -level" retail uses. The City and the applicant shall include as part of the applicant's sublease, a reasonable definition of "mid -level retail tenant" for this purpose. o Articles 4.2.7 and 4.2.8: Commercial Units 2 and 3 shall be used on a reasonably continuous basis and only for the purpose of operating movie theaters subject to the occasional uses allowed in the MOU. o Article 5.2: Commercial Units 2 and 3 shall be deed restricted to those uses identified in Section 4.2.7; subject, however, to other uses which may be necessary or appropriate in the event of technological, sociological or economic changes rendering theater use obsolete or impracticable. o Article 5.5: Any further development of the building's roof (residential level) shall be prohibited through a recorded deed restriction, unless the consent of the City is obtained. o Article 6.1: The applicant shall pay to the City a monetary sum in full satisfaction of the City's employee housing mitigation requirements, determined in accordance with the City's land use code, in connection with the conversion of the West Main Theater to retail uses. Such cost shall be paid in full when the applicant obtains its building permit for such conversion. o Article 7: The City agrees that all plans and submissions of the applicant shall be given first priority for consideration by the City's Community Development Office and for approvals and issuance of building permits, and that no such submissions shall be subject to the customary rule of "first in time". N • SECTION IV: THE PROPOSED DEVELOPMENT The applicant is requesting approvals to renovate a historic landmark. All applications for approval to renovate a historic landmark must receive a determination of consistency with the City of Aspen Historic Preservation Design Guidelines (hereinafter "the Guidelines") to be approved by the HPC. In addition, the applicant is requesting approval for Commercial Design Review and a parking waiver from the HPC. Growth management approval pursuant to Land Use Code Section 26.470.040(D)(3), Essential Public Facilities, is requested of the City Council upon receipt of a recommendation from the P&Z. The HPC is asked to grant commercial design review approval, a parking waiver, and minor development approval for the changes proposed for the exterior of the Isis structure. The historically significant portions of the building will be left in their current and historic condition. The only exterior changes contemplated in this proposal involve non -historic portions of the building, as follows: the windows on the first floor of the westernmost portion of the building, and the existing doors, will be removed, and replaced with new storefront windows, and one or two sets of recessed doors. An additional door will be created to allow entry into the theaters' ticket lobby. The building forms and masonry work around the existing fenestration will not be altered. Originally, the H. Webber Building had three sets of doors. This proposed design will actually bring the look of the building closer to its historic, original design. The exterior changes contemplated herein are minimal, and consistent with the Guidelines. Please refer to the accompanying plan sets for clear details with respect to the design and program of the proposed development. The plan sets are organized as follows: o Existing South (Hopkins Avenue) Elevation; o Existing Floor Plan, Ground Floor; o Sheet 1: Proposed South Elevation for the Single Tenant Scenario; o Sheet IA: Proposed Floor Plan, Single Tenant Scenario without a 2nd Level; o Sheet 1 B: Proposed Floor Plan, Single Tenant Scenario with a 2nd Level; o Sheet 2: Proposed South Elevation for the Two Tenant Scenario; o Sheet 2A: Proposed Floor Plan, Two Tenant Scenario without a 2nd Level; and, o Sheet 2B: Proposed Floor Plan, Two Tenant Scenario with a 2nd Level. �7 SECTION V: REVIEW REQUIREMENTS HPC Reviews: Minor Development. Since the Isis is a Historic Landmark, the applicant must first receive conceptual approval of the proposed development from HPC, pursuant to Chapter 26.415 of the City of Aspen Land Use Code. The Guidelines state the HPC must find that a "sufficient number of the relevant guidelines have been adequately met in order to approve a project proposal." Chapters 3, 4, and 13 of the Guidelines provide the "relevant" guidelines, and the following demonstrates that a sufficient number of these have been adequately met. Individual guidelines are provided in italicized print, followed by a narrative about applicability and/or demonstrating consistency therewith. Treatment of Windows 3.1 Preserve the functional and decorative features of a historic window. 3.2 Preserve the position, number and arrangement of historic windows in a building wall. None of the windows that are being replaced are historic windows. The new windows will be storefront display windows in keeping with the traditional design. Replacement Windows 3.3 Preserve the historic ratio of window openings to solid wall on a facade. 3.4 Match a replacement window to the original in its design. 3.5 In a replacement window, use materials that appear similar to the original. 3.6 Preserve the size and proportion of a historic window opening. 3.7 Match, as closely as possible, the profile of the sash and its components to that of the original window. As noted above, none of the windows that are being replaced are historic. Energy Conservation 3.8 Use a storm window to enhance energy conservation, rather than to replace a historic window. Again, no historic windows are being replaced. Treatment of Existing Doors 4.1 Preserve historically significant doors. 4.2 Maintain the original size of a door and its opening. 4.3 When a historic door is damaged, repair it and maintain its general historic appearance. 4.4 If a new screen door is used, it should be in character with the primary door. None of the doors that are being replaced are historic. Replacement Door 4.5 When replacing a door, use a design that has an appearance similar to the original door or a door associated with the style of the house. 10 • The new doors will have recessed entries, providing a shaded area that helps to define the doorway, and give pedestrians shelter. These doorways will be more similar in form to the original building. Energy Conservation 4.6 If energy conservation and heat loss are concerns, consider using a storm door instead of replacing a historic entry door. As noted above, no historic doors are being replaced Relationship to the Town Grid 13.1 Respect the established town grid in all projects. 13.2 Orient a new building parallel to its lot lines, similar to that of traditional building orientations. 13.3 Orient a primary entrance toward the street. The exterior of the building will retain its current form, with only the ground floor windows and doors being altered. Therefore, the established town grid will continue to be respected. All of the primary entrances will be oriented toward the street. Alleys 13.4 Develop alley facades to create visual interest. 13.5 Retain the character of the alley as apart of the original town grid. The proposal does not change anything with regard to the alley. Building Setbacks 13.8 Maintain the alignment of facades at the sidewalk's edge. As noted above, the only changes to the exterior of the building will be to the ground floor windows and doors. The current fagade's alignment will be maintained. Mass and Scale 13.9 Maintain the average perceived scale of two-story buildings at the sidewalk. 13.10 True three-story buildings will be considered on a case -by -case basis. 13.11 Consider dividing larger buildings into "modules" that are similar in width to buildings seen historically. The proposed changes with additional display windows and one or two additional sets of doors will not alter the perceived scale of the building. Building Form 13.12 Rectangular forms should be dominant on Commercial Core facades. 13.13 Use flat roof lines as the dominant roof form. 13.14 Along a rear, facade, using building forms that step down in scale toward the alley is encouraged. There are no changes proposed to the building form, the roof, or the rear facade. 11 0 • Storefront Character 13.15 Contemporary interpretations of traditional building styles are encouraged. 13.16 Develop the ground floor level of all projects to encourage pedestrian activity. 13.17 Maintain the distinction between the street level and the upper floor. The new ground floor windows and doors will encourage more pedestrian activity and interest. There will be storefront display windows, and new, inviting recessed entries. The primary building entrances are all at street level. The current distinction between the street level and the upper floors will be maintained. Repetition of Fagade Elements 13.18 Maintain the repetition of similar shapes and details along the block. 13.19 Maintain the pattern created by recessed entry ways that are repeated along a block. The new ground floor doors and windows will help to revive a pattern of recessed entryways that the subject building historically provided along the street. Detail Alignment 13.20 The general alignment of horizontal features on building fronts should be maintained. 13.21 Special features that highlight buildings on corner lots may be considered. Section 13.21 does not apply. With regard to Section 13.20, the existing and historic alignment of horizontal features on the building front will be maintained. The guidelines of Chapter 14 will be addressed in detail during Final HPC review. Parking Waiver. According to Section 26.415.110 of the City of Aspen Land Use Code, "The City of Aspen is committed to providing support to property owners to assist their efforts to maintain, preserve and enhance their historic properties. Recognizing that these properties are valuable community assets is the basic premise underlying the provision of'special procedures and programs for designated historic properties and districts. " One of the special programs available to historic properties is the ability to obtain parking waivers from the HPC. That is, Section 26.415.110(C), Parking, provides that "Parking reductions are permitted for designated historic properties on sites unable to contain the number of on -site parking spaces required by the underlying zoning. Commercial designated historic properties may receive waivers of payment -in -lieu fees for parking reductions. " Accordingly, the applicant requests that HPC grant a parking waiver for the Historic Isis Building. With the proposed change of one of the theaters to retail usage, additional parking would be required. Of all the potential conversion Scenarios, the greatest aniount of "new" net leasable area (NLA) that would be created is approximately 4,870 square feet. Pursuant to Section 26.515.030 of the Code, the increase in NLA would generate a requirement for 4.87 off-street parking spaces. The subject property is unable to contain any, let alone five, on -site parking spaces required by the underlying zoning. 12 Commercial Design Review. The applicant is seeking Commercial Design Review approvals from the HPC. According to Section 26.412.020 of the City of Aspen Land Use Code, an application for Commercial Design Review may be approved, approved with conditions, or denied by the HPC based on conformance with Section 26.412.050, Review Criteria. Said Section, at sub- section 1, explains that the HPC may approve, approve with conditions, or deny the proposal so long as, "The proposed development meets the requirements of Section 26.412.060, Commercial Design Standards or any deviation from the Standards provides a more -appealing pattern of development considering the context in which the development is proposed and the purpose of the particular standard. Unique site constraints canjustify a deviation from the Standards. " In the current case, the existing landmark building is merely being renovated. The renovations are consistent with the Commercial Design Standards (hereinafter "CDS"), but those existing features that are already inconsistent with any elements of the CDS will not be altered to be brought into compliance. The HPC is empowered to allow such deviations from the CDS given the fact that the building is a landmark designated structure and its existing features provide a "more - appealing pattern of development considering the context in which the development is proposed," its status provides a "unique site constraint" that justifies deviation from the Standards. The first section of the CDS, regarding the building's relationship to the primary street, does not apply to this design review, since the only parts of the building that are being renovated are the windows and doors. Nevertheless, the building fagade is parallel to Hopkins Avenue, and the setback is consistent with the requirements of the CC zone district as well as those found elsewhere on the block. The first and second floors maintain a consistent building setback from the primary street, and the first floor is at the level of the adjoining sidewalk without any grade changes or "moats." The second section of the CDS relates to pedestrian amenity space. Pedestrian Amenity Space requirements are associated with redevelopments, not renovations that have no affect on site plans or existing pedestrian amenity spaces. This renovation is exempt from the creation of additional pedestrian amenity space pursuant to Section 26.575.030 of the Code, as there will be no change to the building's footprint. The third and most relevant portion of the CDS for the proposed development is that which addresses the street -level building elements. In the current proposal, there will be no blank walls created, and all walls at the street level will maintain fenestration and fagade articulations. The street level wall facing Hopkins Avenue will exceed the requirement for a 60% fenestration ratio. The building entrances are well-defined and apparent, and temporary seasonal airlocks on the exterior of the building will be unnecessary. Section D of the CDS addresses the accommodation of parking. As previously requested of the HPC, the applicant seeks a parking waiver for the historic Isis Building. There is no on -site parking currently and the building covers virtually the entire property. Accommodation of parking on the subject site would result in a less -appealing pattern of development considering the context in which the renovation is proposed. The property's existing conditions and landmark status provide a "unique site constraint" that justifies deviation fruiii the parking standards. The currently existing utility, trash, recycle service area and delivery area will be maintained on the alley, and was specifically approved via Special Review when the building was converted into a multiplex with roof -top residences. No changes to the existing utility, trash, recycle service area and delivery area are contemplated. 13 • City Council / P&Z Review: Growth management approval pursuant to Land Use Code Section 26.470.040(D)(3), Essential Public Facilities, is requested. Pursuant to said Section, the development of an Essential Public Facility, upon a recommendation of the Planning and Zoning Commission, shall be approved, approved with conditions, or denied by the City Council based on the following criteria: a) The Community Development Director has determined the primary use and/or structure to be an Essential Public Facility. (See definition) Accessory uses may also be part of an Essential Public Facility project. Please refer to Exhibit 1, a letter from Chris Bendon, Community Development Director, determining the primary use and structure to be an "Essential Public Facility." b) Sufficient growth management allotments are available to accommodate the uses, pursuant to Section 26.470.030.C, Development Ceiling Levels and Section 26.470.030.D, Annual Development Allotments. Of the proposed development scenarios, the one with the greatest amount of Net Leasable Area (NLA), is the Single Tenant Scenario with a 2nd Floor. While the eventual development may involve one of the other, lesser scenarios, the Single Tenant Scenario with a 2nd Floor is used in response to this and all other growth management related standards so as to ensure that mitigation and allotment requirements will not exceed those contemplated herein. In order to determine the amount of net leasable area (NLA) needed to be allotted, it is necessary to first determine the existing NLA for the portion of the building that will be converted to retail use. The existing theater space to be converted does not maintain any "back -of -house" functions such as private office, common circulations areas, bathrooms, etc. uses solely by tenants on the site. As such, on the ground level, the entire area to be remodeled is currently occupied by the theater use and concessions, all of which is NLA. Therefore, the existing NLA on the ground level for the area in question is 3,325 square feet. Of the existing mezzanine level, only the space occupied by the projection room for theater number one counts as NLA. Some portion of the projection room will be maintained to serve the remaining ground level movie theater, making this a more difficult calculation than meets the eye. Nevertheless, it has been conservatively estimated that 340 square feet of existing theater number one NLA in the projection room will be converted to retail use with the remodel. Therefore, the total existing NLA for the portion of the building that will be converted to retail use is 3,665 square feet (3,325 + 340). It is conservatively assumed that 85% of the total area between the interior walls on the ground level will end up as NLA since tenant finishes will use at least 15% of their total space for circulation, storage, bathrooms and other uses not included in the City's measurement of "net leasable area." On the second level, in aii effort to be luglily conservative and make up for any potential shortfall on the ground level, the entire second level is being considered NLA. Accordingly, under the single tenant scenario with a second level, the applicant proposes the creation of 5,226 square feet of NLA ([3,325sf x 85%] + 2,400sf). Given the existing NLA of 3,365 square feet, and the proposed creation of 5,226 square feet of NLA, the total net increase equates to 1,861 square feet of NLA (5,226 minus 3,365). Therefore, 14 • the applicant is requesting an allotment of 1,861 square feet of NLA, which is believed to fall within the established applicable development ceiling levels and the available annual development allotments. c) The proposed development is consistent with the Aspen Area Community Plan. The proposal contained herein has been prepared in a manner consistent with the terms, provisions and conditions of the MOU executed pursuant to City Council Resolution No. 99, Series of 2006. Article 13 of the MOU, states that, "the recitals at the beginning of this Agreement shall be deemed included as terms and conditions of this Agreement"). The recitals of the MOU, in turn, provide that: • AspenFilm is a nonprofit organization which has operated in Aspen for nearly thirty (30) years and which brings artistic, educational and performance programs to the Roaring Fork Valley; and • AspenFilm, the applicant, and the City of Aspen believe that the theaters, which are the sole remaining commercial theaters in the City of Aspen, are a vital public amenity, and AspenFilm, the applicant, and the City of Aspen are interested in assuring the continued operation of at least some of the theaters; and • In addition to its educational seminars and programs in area schools, AspenFilm presents four main film programs each year, including Aspen Filmfest, Aspen Shortsfest, Academy Screenings and Summerfilms; and • AspenFilm is in need for a permanent home for its presentations; and, • The City Council of the City of Aspen has determined that it is in the best interests of the citizens and guests of Aspen to participate in the public/private collaboration set forth in the MOU. Given the commitments being made herein and pursuant to the MOU (see pages 7-8 above), the public interest and needs of the community expressed in the MOU recitals will be preserved and forwarded. For instance: the property will be publicly owned (though a non-profit corporation); ownership of the theaters will eventually be transferred to Independent Films Inc. (a/k/a Aspen Film Fest), which is recognized as a non-profit corporation serving a public interest; there will be a perpetual deed restriction assuring theater or public use of the four remaining theater units within the building; an undivided ownership interest in the affordable housing units within the project will be conveyed to the City of Aspen or the Aspen/Pitkin County Housing Authority (APCHA); a perpetual deed restriction will be filed prohibiting additional development on the residential level of the building; and, affordable housing cash -in -lieu fees will be paid to the APCHA. Accordingly, it is with the utmost confidence that the applicant states, the proposal is fully consistent with all elements of the AACP, including its community vision, and growth, transportation, hosing, economic sustainability, historic preservation, design quality, and arts, culture and education philosophies. Indeed, it may very well be the first project to come through the land use approval process since adoption of the 2000 AACP update to forward the goals of the Arts, Culture and Education section of the AACP. 15 • d) A sufficient percentage of the employees expected to be generated by the project are mitigated through the provision of affordable housing or cash -in -lieu thereof in a manner acceptable to the City Council. The Employee Generation Rates may be used as a guideline but each operation shall be analyzed for its unique employee needs. The City Council may waive, or partially waive, affordable housing mitigation requirements as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. As suggested by staff in the attached Pre -Application Conference Summary (see Exhibit 3), the provisions for expanding a historic landmark structure — Section 26.470.040(C)(1) of the Code — should be used as a guide in determining employee generation and mitigation requirements. Further, staff suggests that, due to the unique operating characteristics of the project, the applicant rely on Section 26.470.050(A)(1) of the Code, which allows for specific operating conditions to be factored into the calculation of employee generation. As such, the following calculation of employee generation and mitigation requirements is based directly on the suggested Code provisions. Based on the use of existing Code provisions, the following calculations are believed to be fair and conservative with respect to the employee generation and mitigation requirements. Further, and as explained earlier, of the various proposed development scenarios, the one with the greatest amount of Net Leasable Area (NLA) is the Single Tenant Scenario with a 2nd Floor (Sheet 1 B in the accompanying plan set). While the eventual development may involve one of the other, lesser scenarios, the Single Tenant Scenario with a 2nd Floor is used in response to this and all other growth management related standards so as to ensure that mitigation requirements will not prove to exceed those contemplated herein. Before getting to the numbers, some notes should be made about the assumptions implicit to the calculations. First, all previous approvals associated with the Isis Theater accepted an employee generation of five FTE for the five -screen theater operation and required housing mitigation for only 60%, or three (3), of those FTE. The built project includes housing for six (6) FTE. Accordingly, Growth Management Commission (GMC) Resolution 2-01 states that, "A mitigation credit of three employees shall be applied to the new retail use." A credit for housing of three employees is, therefore, factored into the mitigation calculations below. Next, GMC Resolution 2-01 is consistent with the January 8, 1995 staff memo to City Council which stated that, "due to the unusually low ratio of employees per square foot for theater uses, any change in use would require significant mitigation, either in the form of cash -in -lieu or off - site buy -down of existing units. It is unlikely that HPC [Historic Preservation Commission] or staff would support additional units on the roof -top, which would effectively restrict additional on -site housing to the interior of the structure." For instance, GMC Resolution 2-01 provides that new mitigation would be provided by off -site housing units, cash -in -lieu payment, or a combination thereof. Over the years, therefore, it has been repeatedly accepted that additional on -site employee housing is undesirable. Consistent with this history, Article 6.1 of the MOU provides that, "71e Isis Group .shall pay to the City... a monetary sum in full satisfaction of the City:s employee housing mitigation requirements, determined in accordance with the City's land use code, in connection with the conversion of the West Main Theater to retail uses. Such cost shall be paid in full when Isis Group obtains its building permit for such conversion." 16 • 0 Additionally, in an effort to provide a conservative approach to the calculations, it has been assumed that the same five (5) FTE needed to operate the five -screen theater will continue to be needed to operate the four -screen theater. This application does not contemplate lowering the employee generation of the theater operation even though the number of screens will decrease by 20%. As such, all employee mitigation will be attributable only to the new retail space. Finally, Section 26.470.050(A)(1) of the Code allows applicants to request an employee generation review with the P&Z in an effort to establish actual employee generation for a business as opposed to simply relying on the prescribed generation rates of the Code. The applicant is willing to restrict the converted commercial space to exclude restaurant uses, which generate far more employees per square foot of NLA than all other types of commercial uses (office use is already precluded on ground floors by zoning). The 2002 City of Aspen Employment Generation Study found that, when restaurants are excluded, all retail uses generate an average of 2.6 Full -Time Equivalents (FTE) per 1,000 square feet of NLA, whereas when restaurants are allowed the Code prescribes a generation factor of 4.1 FTE per one -thousand square feet of NLA. Rather that an outright prohibition against restaurant use in the remodeled building, the applicant simply asks that any approvals granted for the current conversion state that, should a restaurant use ever be proposed in the future, additional review for employee generation and mitigation needs would be required. In an effort to be conservative and since this application uses a lower employment generation factor than prescribed by the Code, the applicant has NOT taken the 25% reduction granted by the Code for employee generation on upper floors. Rather, the calculations provided below continue to use a generation factor of 2.6FTE/1,000sf of NLA on all building levels (not 1.95 FTE/1,000sf of NLA for second level space). Also, it is conservatively assumed that 85% of the total area between the ground level interior walls will end up as NLA since tenant finishes will use at least 15% of the space for circulation, storage, bathrooms and other uses not included in the City's measurement of "net leasable area." On the second level, in an effort to be highly conservative and make up for any potential shortfall on the ground level, the entire second level is being considered NLA. Given the explanations and assumptions provided both immediately above and in response to standard "b" above, and based on the recommendations of staff, the following calculations represent the employee generation and mitigation requirements associated with this application. TOTAL EMPLOYEE GENERATION = • I" Floor Retail Conversion of 3,325sf will result in 2,826sf of Net Leasable Area (NLA) (it's conservatively estimated that 85% of the commercial space will be NLA after netting out areas for storage, circulation, bathrooms, etc. that will result from tenant finishes); @ 2.6 FTE per 1,000sf of NLA = 2.6 x 2.826 = 7.348 FTE • 2,400sf of Second Level NLA @ 2.6 FTE/1000sf of NLA = 2.6 x 2.4 = 6.24 FTE • Total Generation = 7.348 + 6.24 = 13.588 FTE TOTAL MITIGATION REQUIREMENT, PER SECTION 26.470.040(C)(1) _ First 4 FTE = 0 employee mitigation; Next 4 FTE mitigated at 30% = (4 x .3) = 1.2 FTE to be mitigated; Remaining 5.588 FTE mitigated at 60% = 3.353 FTE to be mitigated; Total FTE to be mitigated = 1.2 + 3.35 = 4.55 FTE to be mitigated; Apply credit for 3 extra FTE already provided with housing = 4.55 — 3 = 1.55 FTE to be mitigated... Category 4 housing in -lieu fee = $124,307/FTE = 1.55 x $124,307 = $192,675.85 17 0 • Accordingly, the applicant shall pay the cash -in -lieu of housing mitigation fee of $192,675.85 to the City of Aspen/APCHA at the time of building permit issuance for the conversion. If the actual development proves to be either of the two tenant scenarios or scenario of a single tenant without second floor space, the calculations and fee provided for above will be in excess of the requirement. e) Free -Market residential floor area on the parcel is accompanied by affordable housing units or mitigation pursuant to 26.470.040. C.6, unless otherwise restricted in the zone district. The City Council may waive, partially waive, or establish a different limitation as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. The proposed contemplated herein does not result in any new free market residential floor area on the parcel. Therefore, this standard is not applicable. fl The project represents minimal additional demand on public infrastructure or such additional demand is mitigated through improvements proposed as part of the project. Public infrastructure includes, but is not limited to, water supply, sewage treatment, energy and communication utilities, drainage control, fire and police protection, solid waste disposal, parking, and road and transit services. The proposed development represents minimal additional demand on public infrastructure. The existing uses on the property are adequately served with public water, sewage treatment, energy and communication utilities, drainage control, fire and police protection, solid waste disposal, and road and transit services. The proposal will not significantly increase the demand on any such services or improvements. To the extent that any additional demands on public infrastructure require mitigation, the applicant will provide for such needs. With respect to parking, the applicant has requested a parking waiver from the HPC in accordance with the provisions of the Land Use Code. It is believed that such parking waiver is necessitated merely as a technicality of the Code but that theater use actually generates a greater need for parking than does retail use. The parking needs of the project will effectively decrease. 18 EXHIBITS • December 22, 2006 Mitch Haas Haas Land Planning Jerome Professional Building 201 North Mill Street Aspen, CO 81611 Re: Isis Redevelopment Dear Mitch: AsreN /PITKIN L[,W.tkwU my DFvn.o^v-.NT DF1i1Rmrwr Pursuant to our ongoing discussions and the Memorandum of Understanding concerning the redevelopment of the Isis Theater into a four -theater operation to be owned by a public agency and deed restricted in perpetuity as a theater or similar publicly accessible use, it is the Community Development Department's opinion, and my opinion as the Director, that the project contemplated in the MOU qualifies as a Essential Public Facility, as the tern is defined in the City's Land Use Code, independent of whether the "notch," as the tern is used in the MOU, is part of the development application. As such, all elements of the project, including the retail portion of the project, shall be processed as an Essential Public Facility. We have come to this conclusion after reviewing the definition of Essential Public Facility in the Land Use Code, the review criteria applicable to such facilities, and considering. the provisions of the MOU which contemplate public ownership (through a non-profit corporation), the future transfer of ownership of the theaters to Aspen Film Fest — a non profit corporation serving a public interest, perpetual deed restriction for theater or public use of the four remaining theater units within the building, an undi"rided public ownership interest in the affordable housing units within the project, and a perpetual restriction against additional development on upper levels of the building, all of which serve a public interest and the needs of they community, Please contact me if you any questions regarding the Essential Public Facility status of this project. Sincerely, AW 4 Chris Bcndon, AICP Community Development Director City of Aspen 130 501 ryH (;Ai KA STOO-1 • Assn. CoL(tp-m) 81611-1975 • PHONE 97U:9205M FAx 970.920.5419 PofMaJ •�i AecxckW lnL`•'i , LAND USE APPLICATION APPLICANT: �r EXHIBIT E e Name: 65, KPEA�n{_C- , LG p 1 p Location: 4� E. KIFJS VCAM l �S L- Na Bea, UTY TNC111SITC (—Indicate street address, lot & block number, legal description where appropriate) Parcel ID # (RFQUIRFD) a'-+3q - 0743 - 30 - 00 (0 Ott -,A - 01 a REPRESENTATIVE: •• 1 7 lid 11t1z. -� i��1 11 TRIM. -_• � PROJECT: 7 • ,i 11 • r 1 1 ► h TYPE OF APPLICATION: (please check all that apply): ❑ Conditional Use ❑ Conceptual PUD ❑ Conceptual Historic Devt. ❑ Special Review ❑ Final PUD (& PUD Amendment) ❑ Final Historic Development ❑ Design Review Appeal ❑ Conceptual SPA V Minor Historic Devt. [ GMQS Allotment ❑ Final SPA (& SPA Amendment) ❑ Historic Demolition ❑ GMQS Exemption ❑ Subdivision ❑ Historic Designation ❑ ESA — 8040 Greenline, Stream ❑ Subdivision Exemption (includes ❑ Small Lodge Conversion/ Margin, Hallam Lake Bluff, condominiumization) Expansion Mountain View Plane ❑ Lot Split ❑ Temporary Use [� Other: Ijj, fSl6l.� Lot Line Adjustment ❑ Text/Map Amendment IZ VIFW;lr K" WAk-K EXISTING CONDITIONS: (description of existing buildings, uses, previous approvals, etc.) SEE A&PLI CnToa c-r 4 P-W ser PROPOSAL: (description of proposed buildings, uses, modifications, etc.) rave Vail attached the fallnwinv? Fvv.q D1 Iv. 4Q *nor„QQ Pre -Application Conference Summary Attachment #1, Signed Fee Agreement Response to Attachment #3, Dimensional Requirements Form Response to Attachment #4, Submittal Requirements- Including Written Responses to Review Standards All plans that are larger than 8.5" x 11" must be folded and a floppy disk with an electronic copy of all written text (Microsoft Word Format) must be submitted as part of the application. E • ATTACHMENT 2 DIMENSIONAL REQUIREMENTS FORM Project: Applicant: Location: Zone District: Lot Size: Lot Area: (for the purposes of calculating Floor Area, Lot Area may be reduced for areas within the high water mark, easements, and steep slopes. Please refer to the definition of Lot Area in the Municipal Code.) Commercial net leasable: Existing: < 5-IProposed: 96T I Number of residential units: Existing: Proposed: Number p Number of bedrooms: Existing:_Proposed: Proposed % of demolition (Historic properties only): G q0% DIMENSIONS: Floor Area: Existing: llowable:2 Proposed. ��4 Principal bldg. height: Existing: �' 'Allowable: y2 - �6 Proposed: PO M*f Access. bldg. height: Existing: ►J A Allowable:_Proposed: On -Site parking: Existing: __Required. Proposed.•--_�—� % Site coverage: Existing: OK- equired: Proposed:4O CAAA GE % Open Space: �j Existing:A'�ep( 6%Required: Proposed: AO Front Setback: Existing: _Required. Proposed: Rear Setback: Existing: Required: 0 Proposed: Combined F/R: Existing: Required: A Proposed: 0 Side Setback: Existing: Required: Proposed:� Side Setback: Existing:Required:__Proposed: Combined Sides: Existing:Required: Proposed:G, Existing non -conformities or encroachments: 00AC Variations requested: MAC— PR , AG WAja fRw Tl� • CITY OF ASPEN PRE -APPLICATION CONFERENCE SUMMARY PLANNER: Chris Bendon, 429.2765 DATE: 12.22.06 PROJECT: Isis Theater Retail Conversion REPRESENTATIVE: Isis Property Group LLC, Mitch Haas 925.7819 OWNER: CC Aspen, LLC, and Arizona Limited Liability Company TYPE OF APPLICATION: Historic Preservation — One Step. Historic Preservation Commission Planning — Two Step. Planning and Zoning Commission and City Council DESCRIPTION: The contract purchaser of the Isis theater, the Isis Group, LLC, wants to convert the westernmost ground floor theater to retail use with a new street entrance to the retail space and a relocated entrance to the remaining theater use. In the future, there may also be proposed construction of a two-story "notch" on the southeast corner of the property. The entire project, with or without the notch construction, is an essential public facility due to the public ownership (through a non-profit corporation), the future transfer of ownership to Aspen Film Fest — a non profit corporation serving a public purpose, perpetual deed restriction for theater or public use of the four remaining theater units within the building, an undivided public ownership interest in the affordable housing units within the project, and a perpetual restriction against additional development on upper levels of the building, all as outline in the Memorandum of Understanding signed by the City of Aspen, Aspen Film Fest, and the Isis Group. Land Use Code Section(s) 26.304 Common Development Review Process 26.415.070.0 HPC Certificate of Minor Development (does not include the "notch") 26.412 Commercial Design Review 26.430 Special Review for Parking (See 26.515.040 for criteria) 26.470.040.D.3 Growth Management Essential Public Facility Review by: Staff, Planning and Zoning Commission. Public Hearing: Yes, HPC, P&Z, and Council Referral Agencies: APCHA, Building, Fire, Water/Electric, Sanitation Planning Fees: Planning Deposit, Major ($2,700 for 12 hours of staff time, additional hours are billed at a rate of $225/hour) Referral Agency Fccs: APCIIA $376. Total Deposit: $ 3,076 (additional hours over 12 will be billed at a rate of $225/hour) To apply, submit the following information (applies only to Lot Split application): 1. Signed fee agreement. 2. npplicnnt's nnme, address and telcphunc, number in a leper signed by the applicant which States the name, address and telephone number of the representative authorized to act on behalf of the applicant. 3. Total deposit for review of the application 4. 30 Copies of the complete application packet. 5. Additional materials as required by the specific review. 6. A written description of the proposal and an explanation in written, graphic, or model form of how the proposed amendment complies with the review standards relevant to the development application. Please include existing conditions as well as proposed. Notes: 1. The GMQS section for essential public facilities requires that the Land Use Code be used as a guide when determining employee generation and mitigation requirements. Staff suggests the provisions for expanding a historic landmark structure be used as this guideline — Section 26.470.040.C.1. Due to the unique operating characteristics of the project, staff also suggests the applicant rely on 26.470.050.A.1 which allows for specific operating conditions to be factored into the calculation of employee generation. 2. Staff recommends the Commercial Design Review be combined with the HPC Minor Review. Staff also recommends the Special Review for parking be combined with the HPC Minor Review. 3. The contract purchaser will need authorization from the current owner to submit the application and represent the owner. Upon transfer of the property and assignment to the City of Aspen or a non- profit corporation associated with the CoA, the Isis Group, and representatives thereof, will need to obtain authorization from the new owner to proceed with the application. Disclaimer: The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning, which is subject to change in the future, and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. 0 EXHIBIT December 22, 2006 Aspen Community Development Department 130 South Galena Street Aspen, CO 81611- l 975 Re: Isis Theater Remodel Application To whom it may concern: Isis Property Group, LLC is under contract to purchase the Isis Theater. As contract purchasers, the Isis Property Group, LLC has been authorized by the current ownership group to seek land use entitlements from the City of Aspen. Isis Property Group, LLC, in turn, hereby authorizes Haas Land Planning, LLC, Charles Cunniffe Architects, and Klein Cote Edwards, LLC, to submit and process an application for Historic Preservation Commission minor development, Commercial Design Review, Parking Waiver, Growth Management allotments and any incidental or associated approvals necessitated by the proposed Isis Theater remodel project at 406/408 East Hopkins Avenue. Should you have any need to contact Isis Property Group, LLC during the course of your review, please do so through Haas Land Planning, LLC, whose address, telephone and fax numbers, and email address are provided in the application. Sincerely, Isis Property Group, LLC by: Courtney Lord, anager Address: P.O. Box 7955 Aspen, CO 81612 Phone: (248) 709-6009 AH3"-O9-009-L uolpnjlsul,p wog AJ8Ae•nnnnnn alga; el zallnsuo:) 316 EAST HOPKINS LP RYANCO INC 5525 E CALLE VENTURA PHOENIX, AZ 85018 ALLEN LEONARD A III PO BOX 8316 ASPEN, CO 81612 BALDWIN HARLEY A II 205 S GALENA ST ASPEN, CO 81611 BERGMAN CARL R & CATHERINE M PO BOX 1365 ASPEN, CO 81612 BPOE ASPEN LODGE #224 210 S GALENA ST #21 ASPEN, CO 81611 CALDWELL CHARLES G & DEBRA H 3401 LEE PKWY #1504 DALLAS, TX 75219 COLLINS BLOCK LLC 205 S GALENA ST ASPEN, CO 81611 UENSON JAMES D PO BOX 1614 TURAC, A7 85646 EASTHOPE THOMAS J 3375 CRYSTAL CT COCONUT GROVE, FL 33133 GALENA PLAZA LLC 30.3845777% CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE ASPEN, CO 81611 T o09 L S OAM.9AVg luawa6jey3 op suaS 009L5 ' l si� 601 E HYMAN AVE °=4'vx:EXHIMT.. AEP FAMILY LLL 3.9389931% ALH HOLDIN C/O ANDREW V HECHT GARFIELD & 435 E MAIN S HECHT ASPEN, CO 81611 ASPEN, CO 81611 ARCHDIOCESE OF DENVER SAINT MARYS 1300 S STEELE ST DENVER, CO 80210 BANKERS MORTGAGE CORP 1616 ORCHARD AVE GRAND JUNCTION, CO 81501 BLAU JEFF T 181 E 65TH ST NEW YORK, NY 10021 BRAND BUILDING LLC 205 S GALENA ST ASPEN, CO 81611 CENTRE OF ASPEN LLC 54.6248989% PO BOX 1247 ASPEN, CO 81612 COLORADO CABLE CO .167% C/O SUZETTE GOODMA 500 E MARKHAM STE 305 LITTLE ROCK, AR 72201 DOLE MARGARET M C/O FIRST NATIONAL BANK OF CEDARIDGE PO BOX 8455 ASPEN, CO 81612 ELKS LODGE 224 210 S GALENA ST STE 21 ASPEN, CO 81611 GILBERT LEONE 2.7624071% CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE ASPEN, CO 81611 Tajnlea3 laad Ase3 jo} !U ; laays uoipnjlsul eaS ASPEN FIRE PROTECTION DISTRICT 420 E HOPKINS AVE ASPEN, CO 81611 BENTLEYS AT THE WHEELER PO BOX 10370 ASPEN, CO 81612 BOHNETT MARSHA ANN TRUST 6435 ZUMEREZ DR #20 MALIBU, CA 90265-4060 BULLOCK WILLIAM G FAMILY TRUST .333% PO BOX 282 GLENWOOD SPRINGS, CO 81602 CITY OF ASPEN 130 S GALENA ST ASPEN, CO 81611 DAVID DOGWOOD LLC 13.5% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 81612 DUVIKE INC PO BOX 2238 ASPEN, CO 81612 FOOTLOOSE MOCCASIN MAKERS INC 240 S MILL ST STE 201 ASPEN, CO 81611 GODIVA HOLDINGS LLC 435 E MAIN ST ASPEN, CO 81611 jaded paa3T 009L5 3MdW31®tieny esp � slage l laaa (sea AU3"-OD-008-L uo!uni;sul,p wog iGane' M M alga; el 9suo0 GOLDEN ARTS CONNECTION LLC ASPEN INTERNATIONAL ART DBA 213 S MILL ST ASPEN, CO 81611 HANSEN CANTINA LLC 15.72% PO BOX 9343 ASPEN, CO 81612 HASENAUER COREY B ECKENROTH KYLIE R 0637 CHADSWORTH LN LITTLETON, CO 80129 HINDERSTEIN FAM REV TRUST PO BOX 1576 MERCER ISLAND, WA 98040 JACKSON DONNA M .0208% INT 1730 RIDGE DR GRAND JUNCTION, CO 81506 KANTZER TAYLOR MICHAEL FAMILY TRUST #1 216 SEVENTEENTH ST MANHATTAN BEACH, CA 90266 LEVY LAWRENCE F & CAROL 980 N MICI IIGAN AVE #400 CHICAGO, IL 60611 MCNULTY KATHLEEN A .0208% INT 12342 WINDWARD WAY ANACORTES, WA 98221 MILL & MAIN LLC 2900 OCEAN BLVD CORONA DEL MAR, (-.'A 92625 ;uawa6jey:) ap suaS 009LS OAH3AV 1!jege6 al zas!l!l •v jalad g salpel sal4anbi GOLDSTEIN PETER & ALAN HALL CHARLES L 150 METRO PK #2 PO BOX 1819 ROCHESTER, NY 14623 ASPEN, CO 81612 HANSEN STEVE 11.8169824% CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE ASPEN, CO 81611 HENDERSON JAMES C KUCK KATHERINE M 4880 HARLEM RD GALENA, OH 43021 HOTEL JEROME INC C/O EVEREST CHRISTY G 9000 N BROADWAY OKLAHOMA CITY, OK 73114 JW VENTURES LLC PO BOX 8769 ASPEN, CO 81612 KOCHEVAR JANET BULLOCK .0556% PO BOX 282 GLENWOOD SPGS, CO 81602 LOMA ALTA CORPORATION PO BOX 006 LANCASTER, TX 75146-0886 MCNULTY NELSON E .0208% INT 2490 DEPEW EDGEWATER, CO 80214 MILL STREET PLAZA ASSOCIATES LLC C/O M & W PROPERTIES 205 S MILL ST STE 301A ASPEN, CO 81611 HASENAUER C BRUCE & SHERYL R 9397 S SHADOW HILL CIR LONE TREE, CO 80124 HILLIS OF SNOWMASS INC 170 E GORE CRK VAIL, CO 81657 HYMAN MALL COMMERCIAL CONDOS LLC 290 HEATHER LN ASPEN, CO 81611 KANDYCOM INC 766 SINGING WOOD DR ARCADIA, CA 91006 LESTER JIM 11 WAVERLY PL - UPPER NEW YORK, NY 10003-6722 MAIN & MILL LLC 34.28% C/O I OWELL MEYER PO BOX 1247 ASPEN, CO 81612 MCNULTY RONALD J .0208% INT 380 POINT WINDERMERE PL OCEANSIDE, CA 92057-3420 MOTHER LODE INVESTORS LLC 620 E HYMAN AVE #1 E ASPEN, CO 81611 MTN ENTERPRISES 80B RUHNAU DAVID F & SHARON ENGEL SILVER SLAM COMMERCIAL LLC C/O HILLIS OF SNOWMASS PO BOX 7209 C/O NELSON LINDEN 170 GARE CRK DR 2100 E MAPI F. RD #200 VAIL, CO 81657 RANCHO SANTA FE, CA 92087 BIRMINGHAM, MI 48009 T 0915 Tajn;ea3 laad �(se3 jo; �• jaded p993T � ®09LS 31V1dW31®tiaAV asg { ® ®A2l3/�10/ LJ ;;aagS uo!pnj;sul aaS ! �!7 slow-i Iaad Ase3 AN3"-09-008-L uoiuna;sui,p tuo:) tiane•MMM alpal el za;lnsuo:) SMITH ASPEN QEAA LLC 23% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 81612 I ;uawa6ae4:) ap suaS 009LS ®A2f3AV ll-jege6*al zasyla • v . salad g saluel so:n9Z,. SOUTHDALE ANESTHESIOLOGY PROFIT STANTON LAVONE KAY TRUSTEE FBC SHARING TRUST FBO ROY G BRYAN LYON HARRY .167% 5836 LONG BRAKE TRAIL RD 500 E MARKHAM STE 305 EDINA, MN 55439 LITTLE ROCK, AR 72201 THE ISIS BUILDING LLC US BANK NA & MCNULTY ZELPHA MARIE VAIL FINE ART GALLERY INC 205 S MILL ST # 301A .083% PO BOX 1953 ASPEN, CO 81611 422 WHITE AVE, PO BOX 608 EDWARDS, CO 81632 GRAND JUNCTION, CO 81501 WALL JANET & RICHARD A WALL JANET L WARREN DOGWOOD LLC 13.5% 205 S GALENA ST #13 9762 BURNLEY PL C/O LOWELL MEYER ASPEN, CO 81611 BEVERLY HILLS, CA 90210 PO BOX 1247 ASPEN, CO 81612 WELLS FARGOBANK C/O OITTE TAX LLP WENDELIN ASSOC WHEELER BLOCK BUILDING LLC BOX 2609 150 METRO PARK TKG MANAGEMENT INC C/O CA RLSBAD, CA 92018 ROCHESTER, NY 14623 1001 CHERRY ST STE 308 COLUMBIA, MO 65201 WILLIAMS DEXTER M WOODS FAMILY LP 82 W LUPINE DR PO BOX 11468 ASPEN, CO 81611 ASPEN, CO 81612 T Taan;ea3 laad �tse3 J01 jaded paa3T �. 009LS 31VldW31 OAaaAV ash ®0915 ® �d� ;anus uou3ni;sui aac f n� smaei iaaa (sea CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT Agreement for Payment of City of Aspen Development Application Fees CITY OF ASPEN (hereinafter CITY) and Isis Property Group, LLC (hereinafter APPLICANT) AGREE AS FOLLOWS: 1. APPLICANT has submitted to CITY an application for "Minor" Historic Development; Commercial Design Review; Parking Waiver, and Growth Management (hereinafter, THE PROJECT). 2. APPLICANT understands and agrees that City of Aspen Ordinance No. 57 (Series of 2000) establishes a fee structure for Land Use applications and the payment of all processing fees is a condition precedent to a determination of application completeness. 3. APPLICANT and CITY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT and CITY further agree that it is in the interest of the parties that APPLICANT make payment of an initial deposit and to thereafter permit additional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costs may accrue following their hearings and/or approvals. APPLICANT agrees he will be benefited by retaining greater cash liquidity and will make additional payments upon notification by the CITY when they are necessary as costs are incurred. CITY agrees it will be benefited through the greater certainty of recovering its full costs to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY staff to complete processing or present sufficient information to the Planning Commission and/or City Council to enable the Planning Commission and/or City Council to make legally required findings for project consideration, unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees that in consideration of the CITY's waiver of its right to collect full fees prior to a determination of application completeness, APPLICANT shall pay an initial deposit in the amount of $ 3,076.00* which is for twelve (12) hours of Community Development staff time, and if actual recorded costs exceed the initial deposit, APPLICANT shall pay additional monthly billings to CITY to reimburse the CITY for the processing of the application mentioned above, including post approval review at a rate of $225.00 per plattner hour over the initial deposit. Such periodic payments shall be made within 30 days of the billing date. APPLICANT further agrees that failure to pay such accrued costs shall be grounds for suspension of processing, and in no ease will building permits be issued until all costs associated with case processing have been paid. CITY OF ASPEN By: Chris Bendon Community Development Director gasupporllforms\agrpayas.doc APPLICANT: Isis Pt o//perty-Gyoup, LLC `etiurtney Lord, Manager Date: 4 ✓/L�i/�J Billing Address and Telephone Number: Required P.O. Box 7955 Aspen, CO 81612 (248) 709-6009 * = $2700 for 12 hrs of planning staff time; and, $376 for APCHA referral fee. 0 V 191or MEMORANDUM TO: Mayor Klanderud and Aspen City Council FROM: Joyce Allgaier, Deputy Director of Community Development THRU: Chris Bendon, Director RE: 406 E. Hopkins Avenue, Isis Theater- Growth Management Review for Essential Public Facility and Enlargement of a Historic Landmark. Ordinance No.6, Series of 2007. DATE: March 26, 2007 SUMMARY: The Isis Theater is being acquired in a private/public partnership between the City of Aspen, the Isis Property Group, LLC, and Aspen FilmFest. This transaction will allow for the continuation of the use of the Isis Theatre as a movie theatre; film, performance and public presentation venue; and for other cultural, educational and entertainment uses. While the primary use will be as a theatre, some physical changes will be made to the building that will allow for the conversion of one of the upper floor theaters to become retail space, including interior tenant finishing, reconfiguration of entry points into the building, and window changes. (Although there have been discussions related to constructing an addition that would fill in the courtyard "notch" that currently exists at the southeast corner of the property, that is currently off the table.) Staff is requesting a continuation of this public hearing to April 2nd at 4 p.m. APPLICANT: Isis Property Group, LLC, represented by Haas Land Planning: Klein, Cot6, and Edwards; and Charles Cunniffe Architects. PARCEL ID: 2737-073-30-006, -011 and —012. ADDRESS: 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado. RECOMMENDED MOTION: "I move to continue the public hearing for Ordinance No. 6, Series of 2007, to April 2"d at 4 p.m." OL MEMORANDUM TO: Mayor Klanderud and Aspen City Council FROM: Joyce Allgaier, Deputy Director of Community Development THRU: Chris Bendon, Director RE: 406 E. Hopkins Avenue, Isis Theater- Growth Management Review for Essential Public Facility and Enlargement of a Historic Landmark, I" Reading of Ordinance No..6, Series of 2007, Public Hearing date is March 26, 2007 DATE: March 12, 2007 SUMMARY: The Isis Theater is being acquired in a private/public partnership between the City of Aspen, the Isis Property Group, LLC, and Aspen FilmFest. This transaction will allow for the continuation of the use of the Isis Theatre as a movie theatre; film, performance and public presentation venue; and for other cultural, educational and entertainment uses. While the primary use will be as a theatre, some physical changes will be made to the building that will allow for the conversion of one of the upper floor theaters to become retail space, including interior tenant finishing, reconfiguration of entry points into the building, and window changes. (Although there have been discussions related to constructing an addition that would fill in the courtyard "notch" that currently exists at the southeast corner of the property, that is currently off the table.) Staffs Exhibit A evaluates the application, makes findings in favor of the proposal and therefore, Staff recommends approval. APPLICANT: Isis Property Group, LLC, represented by Haas Land Planning: Klein, Cot6, and Edwards; and Charles Cunniffe Architects. PARCEL ID: 2737-073-30-006, -011 and —012. ADDRESS: 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado. ZONING: CC, Commercial Core. PROCESS: The application before the Council requests Growth Management approvals to allow the space conversion and change in use for a Historic Landmark and an Essential Public Facility. A public hearing is to be conducted by the P&Z and a resolution adopted that forwards their recommendation to the City Council. (As of this writing the P&Z had not made their determination but will be forwarded to Council at the first reading meeting.) Finally City Council will conduct a public hearing and make a final decision. Because of its City of Aspen Historic Landmark status, the Historic Preservation Commission is responsible for reviewing the development proposal. 1 I Historic Preservation Commission Review Summary: The HPC granted final approval to the project with conditions, primarily focusing their review on the physical and detailed architectural changes to the building. The HPC also granted a waiver of parking finding that the additional parking requirement associated with the conversion of a portion of the theatre to retail can not be met on site without detriment to the historic integrity of the building. Additionally, the HPC found that the development is in compliance with the City's Commercial Design Review Guidelines. The HPC's recommendation strives to bring certain elements of the "old Isis" back to its historic Victorian store front design. This photo above is post- 1920's when the Isis first became a movie theatre, after having been retail and residential. The application (Exhibit B) shows clear renderings as to how the existing Isis frontage will be changed to the proposed elevations to accommodate a partial change in its use. BACKGROUND: The City Council has entered into a Memorandum of Understanding (MOU) to solidify its goals and conditions of the new use with the other parties to the Isis Theatre project. The key points of the MOU are included in the application on page 7. Of particular note are those provisions which deal with maintaining at least four theatres; allowing only one theatre to be converted to retail; future use for movies, film events, performances, speeches and other community educational/cultural opportunities; and the limitation on restaurant use. The Isis Theatre has had numerous land use reviews and approvals over the years that bring it to where it is today. This history is nicely outlined in the Application on pages 4-8, and substantiates the various uses, previous parking waivers, employee mitigation and speaks to the current undertaking through the MOU to deed restrict the Isis as a theatre. The subject property is 9,027 square feet in size and the current Floor Area Ratio (FAR) is 1.8:1. The FAR is not proposed to change with this application in that the proposed space changes are to internal "net leaasble" space already contained within the outside walls of the structure. The existing three story Isis Theater building includes roughly 770 seats among five movie theaters. The standing approvals allow for approximately 16,420 square feet of floor area, of which some 15,670 square feet is allowed for net leasable area. As built, the main/ground level includes a two-story volume housing two movie theaters with stadium seating as well as stairs to the level below, a lobby, a ticket sales area, a concession stand, fire exits, and an entryway with stairs and an elevator providing access to all floors of the building. The lower level includes three movie theaters, restrooms, lobby and concession stand. In addition, both levels have mezzanine spaces used as projection rooms and mechanical and storage rooms. The third floor includes one free market residence and two deed restricted three -bedroom units. These residential units are not proposed for change with this application. STAFF INFORMATION: Please see Exhibit A for discussion and findings. With the HPC's & P&Z's review and approvals completed for the current application, the focus' is now on Growth Management by City Council. The request for Council will focus on the proposal for 1,861 square feet of additional net leasable area pursuant to the review criteria outlined and addressed by Staff in Exhibit A. The preferred tenant finish and interior layout has not been solidified by the Applicant (no tenant is yet chosen), so the application uses, at Staff s suggestion, the largest floor area called the "Single Tenant Scenario with a 2nd Floor" in the area of the western -most theatre. This is the only area allowed in the MOU for conversion to retail. While the eventual development may involve one of the other, lesser scenarios in the application, the "Single Tenant Scenario with a 2nd Floor" is used in response to the growth management standards to ensure that mitigation and allotment requirements will be appropriately handled. The application goes through a lengthy narrative of the calculation of the gross area and net leasable and rather than reiterate that information, Staff confirms that the application appears to be accurate, with the exception of the final fee amount in the application. The amount of the exact fee for employee mitigation is determined at the time of building permit application using the fee schedule in place at that time. The actual fee would be $195,951.00 if assessed today. Staff has included conditions of approval in the resolution that are key to ensuring that the application meets the Growth Management standards. One condition is the inclusion of a requirement to pay a fee in lieu for the mitigation of employees generated. Another is the limitation on the property that a restaurant use is not allowed unless a new application were submitted in order to review and evaluate the use under the Growth Management provisions. (Restaurants have a greater employee generation than retail, requiring increased mitigation.) STAFF RECOMMENDATION: Approval with conditions. RECOMMENDED MOTION: "I move to approve Ordinance No., , ,, Series of 2007, approving the Growth Management requests for an Essential Public Facility and Enlargement of a Historic Landmark for Commercial Use and allowing an additional 1,861 of net leasable area for the Isis Theatre Remodel." Exhibits: A. Staff Review & Proposed Findings B. Application-2 parts 3 • Exhibit A- Findings Growth Management Review for Essential Public Facility And Enlargement of a Historic Landmark for Commercial Use The development of an Essential Public Facility, Section 26.040(D)(3) upon a recommendation from the Planning and Zoning Commission shall be approved, approved with conditions, or denied by the City Council based on the following criteria: a) The Community Development Director has determined the primary use and/or structure to be an Essential Public Facility. (See definition.) Accessory uses may also be part of an Essential Public Facility project. Staff Finding: In his letter dated December 22, 2006, (attached), Chris Bendon, Community Development Director finds that the Isis Theatre qualifies as an essential public facility considering the ownership of the property being public and then transferring to a non-profit organization; the purpose and use of the property; and the restriction to additional development on the upper levels of the building in order to preserve the historic resource. Staff finds that this criterion is met. Definition: Essential public facility. A facility which serves an essential public purpose, is available for use by, or benefit of, the general public and serves the needs of the community. b) Sufficient growth management allotments are available to accommodate the uses, pursuant to Section 26.470.030.C, Development Ceiling Levels and Section 26.470.030.D, Annual Development Allotments. Staff Finding: The Isis Theatre will utilize 1,861 square feet of available net leasable area in accordance with the annual development commercial allotments. A majority of the area being converted to retail will come from previously allocated commercial area from the growth management "buckets". Staff finds that this criterion is met. c) The proposed development is consistent with the Aspen Area Community Plan. Staff Finding: The application before the Planning and Zoning Commission stems from the coalescing of several community goals in one project confirmed by the City Council through a memorandum of understanding (MOU) with two other parties, the Isis Property Group and the Aspen FilmFest. The MOU allows for the Isis Theatre to be deed restricted for theatre and other film, performance, public presentations, artistic, educational, nonprofit and other community purposes. A portion of the theatre is converted to retail space that would be "mid -level" retail space. With the loss of Stage III Movie Theatre to a changed use, the community leaders took the opportunity to keep Aspen's only other theatre in operation with a creative partnership with the Aspen FilmFest, who was seeking a home and a Exhibit A, Isis Growth Management, Page 1 of 4 continued venue. The Isis has long been a social center of movies for all ages, film events, comedy events, speeches and other public presentations. This project is an effort to keep the Isis central to the accessibility by our residents and visitors to these types of community amenities. In the Arts, Culture and Education section, the AACP policies state, "Support the continued vibrancy of the arts in our community", and "Support activities and education for youth". A goal in this section leads to the public sector involvement, by stating, "Ensure the provision of public facilities and services to sustain arts, cultures and education in the community." This project brings the community closer to these goals and policies through a partnership for a well-known historic building to keep its stature and position as a community place for various types of entertainment and public education. A number of other goals are attained through the project in the areas of Historic Preservation and Economic Sustainability. d) A sufficient percentage of the employees expected to be generated by the project are mitigated through the provision of affordable housing or cash -in -lieu thereof in a manner acceptable to the City Council. The Employee Generation Rates may be used as a guideline but each operation shall be analyzed for its unique employee needs. The City Council may waive, or partially waive, affordable housing mitigation requirements as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. Staff Finding: The Isis Theatre is expected to gain 1.55 FTEs by virtue of the expansion of the internal building area being converted to retail area from theatre related uses. The employee generation rate for retail is 2.6 FTEs / 1000 sq. ft. of Net Leasable (NLA). The final calculated employee generation number for the project is higher than what would normally be generated based upon the language of the Land Use Code that allows the applicant to take a 25% reduction in employee generation on upper floors. The applicants are not taking this reduction. Based on 2007 employee mitigation fees the fee due at the time of building permit would be $195,951. (With the second floor discount the fee would be $77,975.) It is important to note that the applicants are willing to be restricted to commercial uses without the allowance to use the space for a restaurant. Restaurants have a much higher generation rate at 4.1 FTEs /1000 NLA, requiring a higher fee in lieu. A condition in the resolution notes that, if, in the future a conversion of space to restaurant use is proposed, the project would need to gain Growth Management approvals pursuant to the code in place at that time. The Employee Generation and Fees are as follows: Total Employee Generation: 1" floor retail conversion of 3,325 sf will result in 2,826 sf of NLA (at 85% of the commercial space will be NLA after netting out areas for storage, circulation, bathrooms, etc.); @ 2.6 FTE / 1,000sf of NLA = 2.6 x 2.826 = 7.348 FTE Exhibit A, Isis Growth Management, Page 2 of 4 • • • 2,400 sf of second level NLA @ 2.6 FTE / 1000sf of NLA = 2.6 x 2.4 = 6.24 FTE • Total Generation = 7.348 + 6.24 = 13.588 employees generated Total Mitigation Requirement: per section 26. 470.040(C)(1) • First 4 FTE = 0 employee mitigation; • Next 4 FTE is mitigated at 30% = (4 x .3) = 1.2 FTE to be mitigated; • Remaining 5.588 FTE mitigated at 60% = 3.353 FTE to be mitigated; • Total FTE to be mitigated = 1.2 + 3.35 = 4.55 FTE to be mitigated; • Apply credit for 3 extra FTE already provided with housing = 4.55 — 3 = 1.55 • Category 4 housing in -lieu fee = $124,307 / FTE = 1.55 x $126,420 = $195,951.00 Staff finds this criterion to be met. e) Free -Market residential floor area on the parcel is accompanied by affordable housing units or mitigation pursuant to 26.470.040.C.6, unless otherwise restricted in the zone district. The City Council may waive, partially waive, or establish a different limitation as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. Staff Finding: No additional free-market housing (one exists in the building today) is being proposed as part of this project, therefore, no mitigation is necessary. f) The project represents minimal additional demand on public infrastructure or such additional demand is mitigated through improvements proposed as part of the project. Public infrastructure includes, but is not limited to, water supply, sewage treatment, energy and communication utilities, drainage control, fire and police protection, solid waste disposal, parking, and road and transit services. Staff Finding: The Isis Theatre relies on adequate infrastructure currently serving the uses contained with the site. Any changes to utilities serving the site, such as additional water fixtures, etc. would need to pay appropriate fees for additional services in accordance with the regulations governing such services. 1+1 Enlargement of a Historic Landmark (Section 26.470.040 (C) (1). The enlargement of a historic landmark building for commercial, lodge, or mixed use development shall be approved, approved with conditions, or denied by the Planning and Zoning Commission based on the following criteria. Some of the criteria are the same as those under Essential Public Facilities and staff discussions are not repeated. a. Sufficient Growth Management — See b, above. b. Consistency with the AACP — See c, above. c. Employee Mitigation — See d, above. Exhibit A, Isis Growth Management, Page 3 of 4 �J d. Free Market Residence — See e, above. e. All necessary approvals are obtained, pursuant to Section 26.415, Development Involving the Inventory of Historic Sites and Structures. Staff Finding_ On January 16, 2007, the Historic Preservation Commission granted Minor Historic Preservation approval to the Isis Remodel application through Resolution No. 2, Series of 2007, finding that it meets the Historic Preservation Guidelines. Through this resolution the HPC also granted a waiver of parking and finding of compliance with the Commercial Design Guidelines for a commercial building. d. Demand on Infrastructure-- Seel', above. Exhibit A, Isis Growth Management, Page 4 of 4 • 0 HAAS LAND PLANNING, L. 201 N. MILL STREET, SUITE 108 - ASPEN, CO 81611 - (970) 925-781 9 - MHAAS@SOPRIS.NET T The City of Aspen I Thru: The Aspen Community I Date: December 26, 2006—] Development Devartment Subject: Isis Theater Remodel, 406/408 East Hopkins Avenue SECTION 1: INTRODUCTION Aspen has a long-standing tradition in the arts and, more specifically, in film. It has long been a town that prides itself in its film festivals, Oscar screenings, shorts festivals and comfortable venues in which to enjoy these events. However, the City of Aspen is at a crossroads with regard to the ability to maintain and operate a full time movie theater. The Stage Three Theater has recently closed, and the difficulties in keeping the Isis operating as solely a movie theater have been well publicized. Although movies are sometimes shown at the Wheeler Opera House, and Harris Concert Hall, there exists the real possibility that the City of Aspen could be without any true movie theaters in the foreseeable future. A team of local residents and businessmen have come together with the City of Aspen in an effort to maintain and sustain theater operations at the Isis, resulting in a Memorandum Of Understanding (MOU) executed pursuant to City Council Resolution No. 99, Series of 2006. This land use application for: "minor development," commercial design review, and parking waivers from the Historic Preservation Commission (HPC); and, growth management approvals from the City C'onncil after receiving a recommendation from the Planning and Zoning Commission (P&Z), has been prepared in accordance with the terms, conditions and provisions of the MOU. The Isis Property Group, LLC (the applicant) seeks the aforementioned approvals to allow conversion of the west theater (Theater #1) on the ground level of the Isis building into retail space for either one or two tenants. A stadium -seating theater on street level and the three movie theaters below will be maintained, keeping four full-time movie theaters in operation in downtown Aspen. The plan sets accompanying this application explain the proposal and its various options graphically and are organized as follows: o Existing South (Hopkins Avenue) Elevation; o Existing Floor Plan, Ground Floor; o Sheet 1: Proposed South Elevation for the Single Tenant Scenario; o Sheet 1A: Proposed Floor Plan, Single Tenant Scenario without a 2nd Level; o Sheet IB: Proposed Floor Plan, Single Tenant Scenario with a 2nd Level; o Sheet 2: Proposed South Elevation for the Two Tenant Scenario; o Sheet 2A: Proposed Floor Plan, Two Tenant Scenario without a 2nd Level; and, o Sheet 213: Proposed Floor Plan, Two Tenant Scenario with a 2nd Level. This application is submitted pursuant to Chapters 26.415, 26.412, and 26.470 of the Aspen Land Use Code (the Code) by the Isis Property Group, LLC (the applicant). Since the City of Aspen Community Development Director has determined the primary use and structure to be an "Essential Public Facility," this application and any associated, subsequent building permit applications are exempt from the current moratoria (see Exhibit 1, letter from Chris Bendon, Community Development Director). The Land Use Application Forms and Pre -Application Conference Summary are attached hereto as Exhibits 2 and 3, respectively. Permission for Haas Land Planning, LLC, Planning Consultants, Charles Cunniffe Architects, and Klein Cote Edwards, LLC, legal counsel, to represent the applicant is attached as Exhibit 4. A list of property owners located within three -hundred feet of the property and an executed application fee agreement are attached as Exhibits 5 and 6, respectively. The application is divided into five sections. Section I provides a brief introduction to the application, while Section H describes the existing conditions of the project site. Section III delivers an overview of the previous approvals associated with the Isis property and the MOU pursuant to which this application has been prepared. Section IV outlines the applicant's proposed development, and Section V addresses the proposed development's compliance with the applicable review criteria of the Code. For the reviewer's convenience, all pertinent supporting documents relating to the project are provided in the various exhibits attached at the end of the application. While the applicant has attempted to address all relevant provisions of the Code and provide sufficient information to enable a thorough evaluation of the application, questions may arise which require further information and/or clarification. Such additional information required in the course of the application's review will be provided upon request. 2 SECTION II: EXISTING CONDITIONS The Isis Theater resides one lot in from the northeast corner of East Hopkins Avenue and South Mill Street, next to the station of the Aspen Fire Protection District. The street address is 408 East Hopkins Avenue although it is also referred to as 406 East Hopkins Avenue. The 9,027 square foot property is generally described as Lots L, M and N, Block 87, City and Townsite of Aspen, and the Parcel Identification Number is 2737-073-30-006. The site is within the Commercial Core (CC) Zone District, and is a designated historic landmark within a Historic Overlay District. The Vicinity Map below shows the property's general location relative to the surrounding area. dy b W ra,G MapPo nt' r yy N 406 E Hopkins Ave, Aspen, C0 01611-1900 W its q $ CQ 1V A Aspen��' � Cooper 65 n qip White River Hational F Forest Oedp St _ 4, Water 02006 Mimsok Cory 4>2005 NAVTEQ,and/orGOT, Inc. Vicinity Map — Isis Theater The existing three story Isis Theater building (a/k/a the H. Webber building) includcs roughly 770 seats among five movie theaters. The standing land use approvals (described in Section III, below) allow for approximately 16,420 square feet of Floor Area, of which some 15,670 square feet can be net leasable area. As built, the main/ground level includes a two-story volume housing two movie theaters with stadium seating as well as stairs to the level below, a lobby, a ticket sales area, a concession stand, fire exits, and an entryway with stairs and an elevator providing access to all floors of the building. The lower level includes three movie theaters, fire exits, restrooms, a lobby, and a concession stand. In addition, both levels have mezzanine spaces used as projection rooms at the south end and mechanical and storage rooms at the north end. The third floor includes one free market residence and two deed restricted three -bedroom units. The neighboring properties include the fire station (to the east), Le Chefs of Aspen and Wells Fargo Bank to the west; Fox Photo, Baccarat and other boutiques to the south (across Hopkins Avenue); and, the Cantina to the north (across the alley). 3 V 0 0 SECTION III: PREVIOUS APPROVALS & THE MOU The approvals for the Isis renovation/expansion were granted and memorialized over eight separate steps (numbers 1-8, below). Item number 9, below, is an approval that was granted but never acted upon. Item number 10 is the MOU executed pursuant to City Council Resolution No. 99, Series of 2006. The highlights of each of these approvals is summarized and discussed below. 1) Planning and Zoning Commission Resolution Number 36-95; 2) City Council Ordinance Number 58-95; 3) City Council Ordinance Number 59-95; 4) A March 19, 1996 amendment to Resolution 36-95 was granted by the Planning and Zoning Commission without formal adoption of a resolution; 5) City Council authorized use of the Special Review process to consider the amortization of open space payments via adoption of Ordinance 45-96; 6) Final approval by the HPC on March 12, 1997; 7) Council adoption of Resolution 98-18 approving the deferral of payments in -lieu of open space for a ten year period; 8) A pair of HPC amendments to their fmal approval were approved on March 10, 1999 and September 8, 1999; and, 9) Growth Management Commission Resolution No. 2, Series of 2001, approving a re- evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use. 10) MOU executed pursuant to City Council Resolution No. 99, Series of 2006. 1. Planning and Zoning Commission Resolution Number 36-95 This resolution granted a GMQS exemption for the expansion of the Isis Theatre building and Special Review approval to: a) exceed the property's allowable floor area, b) reduce the minimum required dimensions of the building's trash and utility area, and c) reduce the minimum open space requirement. These approvals were granted subject to a list of ten (10) conditions. The GMQS exemptions were for the enlargement of an historic landmark structure that added both floor area and net leasable space. In addition, GMQS exemptions were granted for the reconstruction of one demolished free market dwelling unit and the addition of two deed restricted affordable housing units. The allowable floor area ratio (floor area -to -lot area ratio, a/k/a FAR) of the underlying zone district at the time of the approval was 1.5:1, which could be increased up to 2:1 by Special Review provided at least 60% of the additional floor area beyond that allowed as of right is used for residential purposes deed restricted in accordance with the affordable housing guidelines (the current FAR limit is 3:1 overall, with a limit of 1:1 for free market residential use). The approval granted by the Planning and Zoning Commission (P&Z) allowed for 16,303 square feet of floor area, or an FAR of 1.81:1. With this increase, at least 1,657 square feet of the total area was required to be included within deed restricted affordable housing ([16,303 13,541 ] x 60%). The proposal provided 2,610 square feet of deed restricted affordable housing and, therefore, exceeded the requirement by 953 square feet. Based on the amount of net leasable area (11,216 square feet) within the then proposed structure, a trash and utility area measuring 24' x 10' would have been required pursuant to the 4 0 • dimensional requirements of the CC zone district. The Special Review approval allowed the trash and utility area to be reduced to 20' x 10', a four foot reduction in the otherwise required length. The Commercial Core zone district required that 25% of a site be maintained in a condition that complies with the City's definition of "open space" then in effect. Thus, approximately 2,257 square feet (9,027 x 25%) of the property would have been required to be left more or less undeveloped. The approval allowed this requirement to be reduced to just 540 square feet of open space, or just less than 6%. A $250,000 payment of cash -in -lieu of the open space was required and has since been paid. The ten adopted conditions do not detail the terms of the approvals as done above but, instead, refer to the application as being approved as proposed. One specific condition (#8) is of particular concern for the current proposal. Specifically, condition number 8 states, in relevant part, that: ...the approved employee calculation of five (5) employees is only applicable to the Isis project, and any future uses will require a re-evaluation for mitigation purposes. In other words, the approvals for employee generation and the level of mitigation (affordable housing) required were limited to the Isis Theater project only. It was intended that any expansion or change -in -use would require additional analysis to ensure that employee housing needs would be reassessed. City staff explained in their memo of January 8, 1995 to City Council that, "due to the unusually low ratio of employees per square foot for theater uses, any change in use would require significant mitigation, either in the form of cash -in -lieu or off -site buy -down of existing units. It is unlikely that HPC [Historic Preservation Commission] or staff would support additional units on the roof -top, which would effectively restrict additional on -site housing to the interior of the structure." As part of the GMQS exemption requests, recommendations were required from the Growth Management Commission (GMC; a board no longer in existence but then consisting of the City of Aspen and the Pitkin County Planning and Zoning Commissions, jointly). The GMC and the Aspen P&Z were both required to consider parking demands and mitigation of these demands as part of their approval. However, the parking standard applicable to the particular GMQS exemption used stated that, "Parking shall be provided according to the standards of Article 5, Division 2 and Division 3 [since amended to Chapter 26.515], if IIPC determines that it can be provided on the site's surface and be consistent with the review standards of Article 7, Division 6 [since amended to Chapter 26.415). Any parking which cannot be located on -site and which would therefore be required to be provided via cash -in -lien payment shall be Waived." As a result, no parking was provided on -site, and no payment -in -lieu was required. 2. City Council Ordinance Number 58-95 This ordinance granted historic landinark designation fur the Isis pruperty. The designation was required to provide eligibility for the GMQS exemptions used (as described above). 3. City Council Ordinance Number 59-95 This ordinance approved the on -site affordable housing units that have since been built. 5 0 4. Amendment of Resolution 36-95 As mentioned above, at their March 19, 1996 meeting, the P&Z approved a request to amend their previous approval, such that an additional theater (5 instead of the previously approved 4) could be included within the structure. The approved revisions effectively increased the allowable Floor Area (FAR) and net leasable space. The approved Floor Area was increased from 16,303 square feet to 16,416 square feet (an increase of 113 square feet), bringing the allowable FAR from 1.81:1 to 1.82:1. The approved net leasable area was increased from 11,216 square feet to 15,671 square feet (an increase of 4,455 square feet). No changes to the employee housing requirements, open space approval, or trash and utility area were required in connection with the approved revisions. In effect, the approvals allowed for the following: FLOOR ORIGINAL APPROVALS 1996 AMENDMENTS LEVEL FAR N.L.A. SEATS FAR N.L.A. SEATS LOWER --- 4,133 320 --- 4,133 320 GROUND 10,623 7,083 560 10,736 11,538 560 SECOND 5,680 --- --- 5,680 --- --- TOTAL 16,303 11,216 880 16,416 15,671 880 N.L.A. represents Net Leasable Area in square feet, and FAR represents Floor Area in square feet 5. City Council Ordinance 45-96 This ordinance provided for a code amendment permitting the P&Z, as part of the Special Review Process, to "allow the required payment -in -lieu [of open space] to be amortized in equal payments over [sic] period of up to five years, without interest." 6. Final HPC Approval On March 12, 1997, the HPC granted final approval to the proposed redevelopment of the Isis Theater by a 4-1 vote. This included approval of the architecture and site plan. 7. City Council Resolution 98-18 In March of 1998 the Isis applicants came before City Council seeking an additional five- year deferral before the required payments -in -lieu of open space begin. Resolution 98-18 granted the deferral with two conditions. The first condition established that the five $50,000 per year payments, without interest, will begin on the fifth anniversary after the date of issuance of the building permit rather than in year one. The second condition stipulated that, if the property is not redeveloped according to the site specific development plan for the renovation of the building as theaters, the payment schedule will be considered null and void. The $250,000 cash -in -lieu fee has since been paid in full. 8. HPCAmendments to Final Approval On March 10, 1999 the HPC approved an amendment to the Isis Final Approval allowing modifications to the design and materials used on the exterior of the free market unit to be cunAiucted oil lop of the theater. On September 8, 1999, the HPC approved another amendment relating to the free market residential unit. 0 9. GMC Resolution No. 2, Series of 2001 On July 17, 2001 the GMC approved a re-evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use. At the time of the approval, the Code provided a range of employee generation per 1000 square feet of net leasable area (as opposed to the specifically established employee generation rate in today's Code). The applicant and the GMC did not know what type of commercial use would occupy the ground floor and, therefore, could not determine with enough confidence where in the range of employee generation the actual use would fall. Consequently, it was required that the employee housing mitigation would need to be determined by the GMC in a subsequent review to be carried out prior to the issuance of a building permit for the Isis retail conversion. All previous approvals accepted an employee generation of five FTE for the five -screen theater operation and required housing mitigation for only 60%, or three (3), of those FTE. The built project includes housing for six (6) FTE. Accordingly, GMC Resolution 2-01 states that, "A mitigation credit of three employees shall be applied to the new retail use." GMC Resolution 2-01 is consistent with the January 8, 1995 staff memo to City Council which stated that, "due to the unusually low ratio of employees per square foot for theater uses, any change in use would require significant mitigation, either in the form of cash -in -lieu or off -site buy - down of existing units. It is unlikely that HPC [Historic Preservation Commission] or staff would support additional units on the roof -top, which would effectively restrict additional on -site housing to the interior of the structure." For instance, GMC Resolution 2-01 provides that new mitigation would be provided by off -site housing units, cash -in -lieu payment, or a combination thereof. GMC Resolution 2-01 remains valid but is no longer vested. As such, the terms of the Resolution remain in full force and effect to the extent that subsequent Code amendments have not altered or otherwise adversely affected said terms. 9. The MOU executed pursuant to City Council Resolution No. 99, Series of 2006 In its eleventh recital (note that Article 13 of the MOU states that, "the recitals at the beginning of this Agreement shall be deemed included as terms and conditions of this Agreement"), the MOU provides that the "Commercial Unit" would be re-condominiumized so that the westerly theater on the main level ("West Main Theater") would become a separate condominium unit. Said recital further explains that the City will "approve and permit through its usual land use approval process the conversion of the West Main Theater to retail use, [and] the Lobby reconfiguration ... as set forth herein." As required by the MOU, the applicant has begun the process of re-condominiumizing the Isis property in the manner required by Article 3 and its sub -parts. The applicant hereby further commits to completing the re-condominiumization in the manner required to create the West Main Theater and a portion of the existing Lobby space to become Commercial Unit 1. Also, the applicant hereby further commits to the following requirements of the MOU relevant to the land use approvals: o Articles 4.1.5 and 5.1: Commercial Unit 1 will be deed restricted to retail uses, and to prohibit restaurant uses unless appropriate mitigation is paid to the City pursuant to the City 7 • 0 Land Use Code in effect at the time of the requested conversion to restaurant use; and, provided further, that the City Council, in its sole discretion approves such a change in use. o Article 4.1.8: The Isis Property Group, LLC shall use commercially reasonable efforts to sublease Commercial Unit 1 to one or more tenants that are deemed "mid -level" retail uses. The City and the applicant shall include as part of the applicant's sublease, a reasonable definition of "mid -level retail tenant" for this purpose. o Articles 4.2.7 and 4.2.8: Commercial Units 2 and 3 shall be used on a reasonably continuous basis and only for the purpose of operating movie theaters subject to the occasional uses allowed in the MOU. o Article 5.2: Commercial Units 2 and 3 shall be deed restricted to those uses identified in Section 4.2.7; subject, however, to other uses which may be necessary or appropriate in the event of technological, sociological or economic changes rendering theater use obsolete or impracticable. o Article 5.5: Any further development of the building's roof (residential level) shall be prohibited through a recorded deed restriction, unless the consent of the City is obtained. o Article 6.1: The applicant shall pay to the City a monetary sum in full satisfaction of the City's employee housing mitigation requirements, determined in accordance with the City's land use code, in connection with the conversion of the West Main Theater to retail uses. Such cost shall be paid in full when the applicant obtains its building permit for such conversion. o Article 7: The City agrees that all plans and submissions of the applicant shall be given first priority for consideration by the City's Community Development Office and for approvals and issuance of building permits, and that no such submissions shall be subject to the customary rule of "first in time". 0 SECTION IV: THE PROPOSED DEVELOPMENT The applicant is requesting approvals to renovate a historic landmark. All applications for approval to renovate a historic landmark must receive a determination of consistency with the City of Aspen Historic Preservation Design Guidelines (hereinafter "the Guidelines") to be approved by the HPC. In addition, the applicant is requesting approval for Commercial Design Review and a parking waiver from the HPC. Growth management approval pursuant to Land Use Code Section 26.470.040(D)(3), Essential Public Facilities, is requested of the City Council upon receipt of a recommendation from the P&Z. The HPC is asked to grant commercial design review approval, a parking waiver, and minor development approval for the changes proposed for the exterior of the Isis structure. The historically significant portions of the building will be left in their current and historic condition. The only exterior changes contemplated in this proposal involve non -historic portions of the building, as follows: the windows on the first floor of the westernmost portion of the building, and the existing doors, will be removed, and replaced with new storefront windows, and one or two sets of recessed doors. An additional door will be created to allow entry into the theaters' ticket lobby. The building forms and masonry work around the existing fenestration will not be altered. Originally, the H. Webber Building had three sets of doors. This proposed design will actually bring the look of the building closer to its historic, original design. The exterior changes contemplated herein are minimal, and consistent with the Guidelines. Please refer to the accompanying plan sets for clear details with respect to the design and program of the proposed development. The plan sets are organized as follows: o Existing South (Hopkins Avenue) Elevation; o Existing Floor Plan, Ground Floor; o Sheet 1: Proposed South Elevation for the Single Tenant Scenario; o Sheet IA: Proposed Floor Plan, Single Tenant Scenario without a 2nd Level; o Sheet 1 B: Proposed Floor Plan, Single Tenant Scenario with a 2nd Level; o Sheet 2: Proposed South Elevation for the Two Tenant Scenario; o Sheet 2A: Proposed Floor Plan, Two Tenant Scenario without a 2nd Level; and, o Sheet 2B: Proposed Floor Plan, Two Tenant Scenario with a 2nd Level. J SECTION V: REVIEW REQUIREMENTS HPC Reviews: Minor Development. Since the Isis is a Historic Landmark, the applicant must first receive conceptual approval of the proposed development from HPC, pursuant to Chapter 26.415 of the City of Aspen Land Use Code. The Guidelines state the HPC must find that a "sufficient number of the relevant guidelines have been adequately met in order to approve a project proposal." Chapters 3, 4, and 13 of the Guidelines provide the "relevant" guidelines, and the following demonstrates that a sufficient number of these have been adequately met. Individual guidelines are provided in italicized print, followed by a narrative about applicability and/or demonstrating consistency therewith. Treatment of Windows 3.1 Preserve the functional and decorative features of a historic window. 3.2 Preserve the position, number and arrangement of historic windows in a building wall. None of the windows that are being replaced are historic windows. The new windows will be storefront display windows in keeping with the traditional design. Replacement Windows 3.3 Preserve the historic ratio of window openings to solid wall on a facade. 3.4 Match a replacement window to the original in its design. 3.5 In a replacement window, use materials that appear similar to the original. 3.6 Preserve the size and proportion of a historic window opening. 3.7 Match, as closely as possible, the profile of the sash and its components to that of the original window. As noted above, none of the windows that are being replaced are historic. Energy Conservation 3.8 Use a storm window to enhance energy conservation, rather than to replace a historic window. Again, no historic windows are being replaced. Treatment of Existing Doors 4.1 Preserve historically significant doors. 4.2 Maintain the original size of a door and its opening. 4.3 When a historic door is damaged, repair it and maintain its general historic appearance. 4.4 If a new screen door is used, It should be In character with the primary door. None of the doors that are being replaced are historic. Replacement Door 4.5 When replacing a door, use a design that has an appearance .similar to the original door or a door associated with the style of the house. M] The new doors will have recessed entries, providing a shaded area that helps to define the doorway, and give pedestrians shelter. These doorways will be more similar in form to the original building. Energy Conservation 4.6 If energy conservation and heat loss are concerns, consider using a storm door instead of replacing a historic entry door. As noted above, no historic doors are being replaced Relationship to the Town Grid 13.1 Respect the established town grid in all projects. 13.2 Orient a new building parallel to its lot lines, similar to that of traditional building orientations. 13.3 Orient a primary entrance toward the street. The exterior of the building will retain its current form, with only the ground floor windows and doors being altered. Therefore, the established town grid will continue to be respected. All of the primary entrances will be oriented toward the street. Alleys 13.4 Develop alley facades to create visual interest. 13.5 Retain the character of the alley as a part of the original town grid. The proposal does not change anything with regard to the alley. Building Setbacks 13.8 Maintain the alignment of facades at the sidewalk's edge. As noted above, the only changes to the exterior of the building will be to the ground floor windows and doors. The current fagade's alignment will be maintained. Mass and Scale 13.9 Maintain the average perceived scale of two-story buildings at the sidewalk. 13.10 True three-story buildings will be considered on a case -by -case basis. 13.11 Consider dividing larger buildings into "modules" that are similar in width to buildings seen historically. The proposed changes with additional display windows and one or two additional sets of doors will not alter the perceived scale of the building. Building Form 13.12 Reclungulur forms should be dominant on Commercial Core facades. 13.13 Use flat roof lines as the dominant roof form. 13.14 Along a rear, facade, using building forms that step down in scale toward the alley is encouraged. There are no changes proposed to the building form, the roof, or the rear facade. 11 Storefront Character 13.15 Contemporary interpretations of traditional building styles are encouraged. 13.16 Develop the ground floor level of all projects to encourage pedestrian activity. 13.17 Maintain the distinction between the street level and the upper floor. The new ground floor windows and doors will encourage more pedestrian activity and interest. There will be storefront display windows, and new, inviting recessed entries. The primary building entrances are all at street level. The current distinction between the street level and the upper floors will be maintained. Repetition of FaVade Elements 13.18 Maintain the repetition of similar shapes and details along the block. 13.19 Maintain the pattern created by recessed entry ways that are repeated along a block. The new ground floor doors and windows will help to revive a pattern of recessed entryways that the subject building historically provided along the street. Detail Alignment 13.20 The general alignment of horizontal features on building fronts should be maintained. 13.21 Special features that highlight buildings on corner lots may be considered. Section 13.21 does not apply. With regard to Section 13.20, the existing and historic alignment of horizontal features on the building front will be maintained. The guidelines of Chapter 14 will be addressed in detail during Final HPC review. Parking Waiver. According to Section 26.415.110 of the City of Aspen Land Use Code, "The City of Aspen is committed to providing support to property owners to assist their efforts to maintain, preserve and enhance their historic properties. Recognizing that these properties are valuable community assets is the basic premise underlying the provision of'special procedures and programs for designated historic properties and districts. " One of the special programs available to historic properties is the ability to obtain parking waivers from the HPC. That is, Section 26.415.110(C), Parking, provides that "Parking reductions are permitted for designated historic properties on sites unable to contain the number of on -site parking spaces required by the underlying zoning. Commercial designated historic properties may receive waivers of payment -in -lieu fees for parking reductions. " Accordingly, the applicant requests that HPC grant a parking waiver for the Historic Isis Building. With the proposed change of one of the theaters to retail usage, additional parking would be required. Of all the potential conversion scenarios, the greatest aniount of "new" net leasable area (NLA) that would be created is approximately 4,870 square feet. Pursuant to Section 26.515.030 of the Code, the increase in NLA would generate a requirement for 4.87 off-street parking spaces. The subject property is unable to contain any, let alone five, on -site parking spaces required by the underlying zoning. 12 Commercial Design Review. The applicant is seeking Commercial Design Review approvals from the HPC. According to Section 26.412.020 of the City of Aspen Land Use Code, an application for Commercial Design Review may be approved, approved with conditions, or denied by the HPC based on conformance with Section 26.412.050, Review Criteria. Said Section, at sub- section 1, explains that the HPC may approve, approve with conditions, or deny the proposal so long as, "The proposed development meets the requirements of Section 26.412.060, Commercial Design Standards or any deviation from the Standards provides a more -appealing pattern of development considering the context in which the development is proposed and the purpose of the particular standard. Unique site constraints can justify a deviation from the Standards. " In the current case, the existing landmark building is merely being renovated. The renovations are consistent with the Commercial Design Standards (hereinafter "CDS"), but those existing features that are already inconsistent with any elements of the CDS will not be altered to be brought into compliance. The HPC is empowered to allow such deviations from the CDS given the fact that the building is a landmark designated structure and its existing features provide a "more - appealing pattern of development considering the context in which the development is proposed," its status provides a "unique site constraint" that justifies deviation from the Standards. The first section of the CDS, regarding the building's relationship to the primary street, does not apply to this design review, since the only parts of the building that are being renovated are the windows and doors. Nevertheless, the building fagade is parallel to Hopkins Avenue, and the setback is consistent with the requirements of the CC zone district as well as those found elsewhere on the block. The first and second floors maintain a consistent building setback from the primary street, and the first floor is at the level of the adjoining sidewalk without any grade changes or "moats." The second section of the CDS relates to pedestrian amenity space. Pedestrian Amenity Space requirements are associated with redevelopments, not renovations that have no affect on site plans or existing pedestrian amenity spaces. This renovation is exempt from the creation of additional pedestrian amenity space pursuant to Section 26.575.030 of the Code, as there will be no change to the building's footprint. The third and most relevant portion of the CDS for the proposed development is that which addresses the street -level building elements. In the current proposal, there will be no blank walls created, and all walls at the street level will maintain fenestration and fagade articulations. The street level wall facing Hopkins Avenue will exceed the requirement for a 60% fenestration ratio. The building entrances are well-defined and apparent, and temporary seasonal airlocks on the exterior of the building will be unnecessary. Section D of the CDS addresses the accommodation of parking. As previously requested of the HPC, the applicant seeks a parking waiver for the historic Isis Building. There is no on -site parking currently and the building covers virtually the entire property. Accommodation of parking on the subject site would result in a less -appealing pattern of development considering the context in which the renovation is proposed. The property's existing conditions and landmark status provide a "unique site constraint" that justifies deviation fruin die parking standards. The currently existing utility, trash, recycle service area and delivery area will be maintained on the alley, and was specifically approved via Special Review when the building was converted into a multiplex with roof -top residences. No changes to the existing utility, trash, recycle service area and delivery area are contemplated. 13 City Council / P&Z Review: Growth management approval pursuant to Land Use Code Section 26.470.040(D)(3), Essential Public Facilities, is requested. Pursuant to said Section, the development of an Essential Public Facility, upon a recommendation of the Planning and Zoning Commission, shall be approved, approved with conditions, or denied by the City Council based on the following criteria: a) The Community Development Director has determined the primary use and/or structure to be an Essential Public Facility. (See definition) Accessory uses may also be part of an Essential Public Facility project. Please refer to Exhibit 1, a letter from Chris Bendon, Community Development Director, determining the primary use and structure to be an "Essential Public Facility." b) Sufficient growth management allotments are available to accommodate the uses, pursuant to Section 26.470.030.C, Development Ceiling Levels and Section 26.470.030.D, Annual Development Allotments. Of the proposed development scenarios, the one with the greatest amount of Net Leasable Area (NLA), is the Single Tenant Scenario with a 2nd Floor. While the eventual development may involve one of the other, lesser scenarios, the Single Tenant Scenario with a 2nd Floor is used in response to this and all other growth management related standards so as to ensure that mitigation and allotment requirements will not exceed those contemplated herein. In order to determine the amount of net leasable area (NLA) needed to be allotted, it is necessary to first determine the existing NLA for the portion of the building that will be converted to retail use. The existing theater space to be converted does not maintain any "back -of -house" functions such as private office, common circulations areas, bathrooms, etc. uses solely by tenants on the site. As such, on the ground level, the entire area to be remodeled is currently occupied by the theater use and concessions, all of which is NLA. Therefore, the existing NLA on the ground level for the area in question is 3,325 square feet. Of the existing mezzanine level, only the space occupied by the projection room for theater number one counts as NLA. Some portion of the projection room will be maintained to serve the remaining ground level movie theater, making this a more difficult calculation than meets the eye. Nevertheless, it has been conservatively estimated that 340 square feet of existing theater number one NLA in the projection room will be converted to retail use with the remodel. Therefore, the total existing NLA for the portion of the building that will be converted to retail use is 3,665 square feet (3,325 + 340). It is conservatively assumed that 85% of the total area between the interior walls on the ground level will end up as NLA since tenant finishes will use at least 15% of their total space for circulation, storage, bathrooms and other uses not included in the City's measurement of "net leasable area." On the second level, in an effort to be highly conservative and make up for any potential shortfall on the ground level, the entire second level is being considered NLA. Accordingly, under the single tenant scenario with a second level, the applicant proposes the creation of 5,226 square feet of NLA ([3,325sf x 85%] + 2,400sf). Given the existing NLA of 3,365 square feet, and the proposed creation of 5,226 square feet of NLA, the total net increase equates to 1,861 square feet of NLA (5,226 minus 3,365). Therefore, 14 0 • the applicant is requesting an allotment of 1,861 square feet of NLA, which is believed to fall within the established applicable development ceiling levels and the available annual development allotments. c) The proposed development is consistent with the Aspen Area Community Plan. The proposal contained herein has been prepared in a manner consistent with the terms, provisions and conditions of the MOU executed pursuant to City Council Resolution No. 99, Series of 2006. Article 13 of the MOU, states that, "the recitals at the beginning of this Agreement shall be deemed included as terms and conditions of this Agreement"). The recitals of the MOU, in turn, provide that: • AspenFilm is a nonprofit organization which has operated in Aspen for nearly thirty (30) years and which brings artistic, educational and performance programs to the Roaring Fork Valley; and • AspenFilm, the applicant, and the City of Aspen believe that the theaters, which are the sole remaining commercial theaters in the City of Aspen, are a vital public amenity, and AspenFilm, the applicant, and the City of Aspen are interested in assuring the continued operation of at least some of the theaters; and • In addition to its educational seminars and programs in area schools, AspenFihn presents four main film programs each year, including Aspen Filmfest, Aspen Shortsfest, Academy Screenings and Summerfilms; and • AspenFilm is in need for a permanent home for its presentations; and, • The City Council of the City of Aspen has determined that it is in the best interests of the citizens and guests of Aspen to participate in the public/private collaboration set forth in the MOU. Given the commitments being made herein and pursuant to the MOU (see pages 7-8 above), the public interest and needs of the community expressed in the MOU recitals will be preserved and forwarded. For instance: the property will be publicly owned (though a non-profit corporation); ownership of the theaters will eventually be transferred to Independent Films Inc. (a/k/a Aspen Film Fest), which is recognized as a non-profit corporation serving a public interest; there will be a perpetual deed restriction assuring theater or public use of the four remaining theater units within the building; an undivided ownership interest in the affordable housing units within the project will he conveyed to the City of Aspen or the Aspen/Pitkin County Housing Authority (APCHA); a perpetual deed restriction will be filed prohibiting additional development on the residential level of the building; and, affordable housing cash -in -lieu fees will be paid to the APCHA. Accordingly, it is with the utmost confidence that the applicant stales, ale proposal is fully consistent with all elements of the AACP, including its community vision, and growth, transportation, hosing, economic sustainability, historic preservation, design quality, and arts, culture and education philosophies. Indeed, it may very well be the first project to come through the land use approval process since adoption of the 2000 AACP update to forward the goals of the Arts, Culture and Education section of the AACP. 15 • 0 d) A sufficient percentage of the employees expected to be generated by the project are mitigated through the provision of affordable housing or cash -in -lieu thereof in a manner acceptable to the City Council. The Employee Generation Rates may be used as a guideline but each operation shall be analyzed for its unique employee needs. The City Council may waive, or partially waive, affordable housing mitigation requirements as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. As suggested by staff in the attached Pre -Application Conference Summary (see Exhibit 3), the provisions for expanding a historic landmark structure — Section 26.470.040(C)(1) of the Code — should be used as a guide in determining employee generation and mitigation requirements. Further, staff suggests that, due to the unique operating characteristics of the project, the applicant rely on Section 26.470.050(A)(1) of the Code, which allows for specific operating conditions to be factored into the calculation of employee generation. As such, the following calculation of employee generation and mitigation requirements is based directly on the suggested Code provisions. Based on the use of existing Code provisions, the following calculations are believed to be fair and conservative with respect to the employee generation and mitigation requirements. Further, and as explained earlier, of the various proposed development scenarios, the one with the greatest amount of Net Leasable Area (NLA) is the Single Tenant Scenario with a 2nd Floor (Sheet I in the accompanying plan set). While the eventual development may involve one of the other, lesser scenarios, the Single Tenant Scenario with a 2nd Floor is used in response to this and all other growth management related standards so as to ensure that mitigation requirements will not prove to exceed those contemplated herein. Before getting to the numbers, some notes should be made about the assumptions implicit to the calculations. First, all previous approvals associated with the Isis Theater accepted an employee generation of five FTE for the five -screen theater operation and required housing mitigation for only 60%, or three (3), of those FTE. The built project includes housing for six (6) FTE. Accordingly, Growth Management Commission (GMC) Resolution 2-01 states that, "A mitigation credit of three employees shall be applied to the new retail use." A credit for housing of three employees is, therefore, factored into the mitigation calculations below. Next, GMC Resolution 2-01 is consistent with the January 8, 1995 staff memo to City Council which stated that, "due to the unusually low ratio of employees per square foot for theater uses, any change in use would require significant mitigation, either in the form of cash -in -lieu or off - site buy -down of existing units. It is unlikely that HPC [Historic Preservation Commission] or staff would support additional units on the roof -top, which would effectively restrict additional on -site housing to the interior of the structure." For instance, GMC Resolution 2-01 provides that new mitigation would be provided by off -site housing units, cash -in -lieu payment, or a combination thereof. Over the years, therefore, it has been repeatedly accepted that additional on -site employee housing is undesirable. Consistent with this history, Article 6.1 of the MOU provides that, "The Isis Group shall pay to the City... a monetary sum in full satisfaction of the City's employee housing mitigation requirements, determined in accordance with the City's land use code, in connection with the conversion of the West Main Theater to retail uses. Such cost shall be paid in full when Isis Group obtains its building permit for such conversion." 16 Additionally, in an effort to provide a conservative approach to the calculations, it has been assumed that the same five (5) FTE needed to operate the five -screen theater will continue to be needed to operate the four -screen theater. This application does not contemplate lowering the employee generation of the theater operation even though the number of screens will decrease by 20%. As such, all employee mitigation will be attributable only to the new retail space. Finally, Section 26.470.050(A)(1) of the Code allows applicants to request an employee generation review with the P&Z in an effort to establish actual employee generation for a business as opposed to simply relying on the prescribed generation rates of the Code. The applicant is willing to restrict the converted commercial space to exclude restaurant uses, which generate far more employees per square foot of NLA than all other types of commercial uses (office use is already precluded on ground floors by zoning). The 2002 City of Aspen Employment Generation Study found that, when restaurants are excluded, all retail uses generate an average of 2.6 Full -Time Equivalents (FTE) per 1,000 square feet of NLA, whereas when restaurants are allowed the Code prescribes a generation factor of 4.1 FTE per one -thousand square feet of NLA. Rather that an outright prohibition against restaurant use in the remodeled building, the applicant simply asks that any approvals granted for the current conversion state that, should a restaurant use ever be proposed in the future, additional review for employee generation and mitigation needs would be required. In an effort to be conservative and since this application uses a lower employment generation factor than prescribed by the Code, the applicant has NOT taken the 25% reduction granted by the Code for employee generation on upper floors. Rather, the calculations provided below continue to use a generation factor of 2.6FTE/1,OOOsf of NLA on all building levels (not 1.95 FTE/1,OOOsf of NLA for second level space). Also, it is conservatively assumed that 85% of the total area between the ground level interior walls will end up as NLA since tenant finishes will use at least 15% of the space for circulation, storage, bathrooms and other uses not included in the City's measurement of "net leasable area." On the second level, in an effort to be highly conservative and make up for any potential shortfall on the ground level, the entire second level is being considered NLA. Given the explanations and assumptions provided both immediately above and in response to standard "b" above, and based on the recommendations of staff, the following calculations represent the employee generation and mitigation requirements associated with this application. TOTAL EMPLOYEE GENERATION = • 1" Floor Retail Conversion of 3,325sf will result in 2,826sf of Net Leasable Area (NLA) (it's conservatively estimated that 85% of the commercial space will be NLA after netting out areas for storage, circulation, bathrooms, etc. that will result from tenant finishes); @ 2.6 FTE per 1,OOOsf of NLA = 2.6 x 2.826 = 7.348 FTE • 2,400sf of Second Level NLA @ 2.6 FTE/1000sf of NLA = 2.6 x 2.4 = 6.24 FTE • Total Generation = 7.348 + 6.24 = 13.588 FTE TOTAL MITIGATION REQUIREMENT, PER SECTION 26.470.040(C)(1) _ First 4 FTE = 0 employee mitigation; Next 4 FTE mitigated at 30% _ (4 x .3) = 1.2 FTE to be mitigated; Remaining 5.588 FTE mitigated at 60% = 3.353 FTE to be mitigated; Total FTE to be mitigated = 1.2 + 3.35 = 4.55 FTE to be mitigated; Apply credit for 3 extra FTE already provided with housing = 4.55 — 3 = 1.55 FTE to be mitigated... Category 4 housing in -lieu fee = $124,307/FTE = 1.55 x $124,307 = $192,675.85 17 Accordingly, the applicant shall pay the cash -in -lieu of housing mitigation fee of $192,675.85 to the City of Aspen/APCHA at the time of building permit issuance for the conversion. If the actual development proves to be either of the two tenant scenarios or scenario of a single tenant without second floor space, the calculations and fee provided for above will be in excess of the requirement. e) Free -Market residential floor area on the parcel is accompanied by affordable housing units or mitigation pursuant to 26.470.040. C.6, unless otherwise restricted in the zone district. The City Council may waive, partially waive, or establish a different limitation as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. The proposed contemplated herein does not result in any new free market residential floor area on the parcel. Therefore, this standard is not applicable. jJ The project represents minimal additional demand on public infrastructure or such additional demand is mitigated through improvements proposed as part of the project. Public infrastructure includes, but is not limited to, water supply, sewage treatment, energy and communication utilities, drainage control, fire and police protection, solid waste disposal, parking, and road and transit services. The proposed development represents minimal additional demand on public infrastructure. The existing uses on the property are adequately served with public water, sewage treatment, energy and communication utilities, drainage control, fire and police protection, solid waste disposal, and road and transit services. The proposal will not significantly increase the demand on any such services or improvements. To the extent that any additional demands on public infrastructure require mitigation, the applicant will provide for such needs. With respect to parking, the applicant has requested a parking waiver from the HPC in accordance with the provisions of the Land Use Code. It is believed that such parking waiver is necessitated merely as a technicality of the Code but that theater use actually generates a greater need for parking than does retail use. The parking needs of the project will effectively decrease. im 0 • EXHIBITS E EXHIBIT December 22, 2006 Mitch Haas Haas Land Planning Jerome Professional Building 201 North Mill Street Aspen, CO 81611 Re: Isis Redcvclopmcut Dear Mitch: ASPEN/P[rKIN CCTtit! umy Dfvacip w DIR1R1 rNT Pursuant to our ongoing discussions and the Memorandum of Understanding concerning the redevelopment of the Isis Theater into a four -theater operation to be owned by a public agency and deed restricted in perpetuity as a theater or similar publicly accessible use, it is the Community Development Department's opinion, and my opinion as the Director, that the project contemplated in the MOU qualifies as a Essential Public Facility, as the term is defined in the City's Land Use Code, independent of whether the "notch," as the term is used in the MOU, is part of the development application. As such, all elements of the project, including the retail portion of the project, shall be processed as an Essential Public Facility. We have come to this conclusion after reviewing the definition of Essential Public Facility in the Land Use Code, the review criteria applicable to such facilities, and considering. the provisions of the MOU which contemplate public ownership (through a non-profit corporation), the future transfer of ownership of the theaters to Aspen Film Fest — a non profit corporation serving a public interest, perpetual deed restriction for theater or public use of the four remaining theater units within the building, an undivided. public ownership interest in the affordable housing units within the project, and a perpetual restriction against additional development on upper levels of the building, all of which serve a Public interest and the needs of the community. Please contact me if you any questions regarding the Essential Public Facility status of this project. Sincerely, AW k Chris Bendon, AICP Community Development Director City of Aspen 130 4 i, ` c eirr • Mmt%, CdOvax) $1611-1975 • Now 970.9205090 FAX 970.920.5419 11,iMC3 w" K.-Y,W !^.µiv EXHIBIT a LAND USE APPLICATION APPLICANT: Name: 65 Location: j<V �;- — TY T1�1 (Indicate street address, lot & block number, legal description where appropriate) Parcel ID # (REQUIRED) -074 S -_So — 2EPRESENTATIVE: � 1 _ � 1 is, 50— I ? 'ROJECT: Address: TYPE OF APPLICATION: (please check all that apply): ❑ Conditional Use ❑ Conceptual PUD ❑ Conceptual Historic Devt. ❑ Special Review ❑ Final PUD (& PUD Amendment) ❑ Final Historic Development ❑ Design Review Appeal ❑ Conceptual SPA V Minor Historic Devt. GMQS Allotment ❑ Final SPA (& SPA Amendment) ❑ Historic Demolition ❑ GMQS Exemption ❑ Subdivision ❑ Historic Designation ❑ ESA — 8040 Greenline, Stream ❑ Subdivision Exemption (includes ❑ Small Lodge Conversion/ Margin, Hallam Lake Bluff, condominiumization) Expansion Mountain View Plane ❑ Lot Split ❑ Temporary Use [� Other: It1,16J� Lot Lune Adjustment ❑ Text/Map Amendment ilFiVIGWi K" WA1*K EXISTING CONDITIONS: (description of existing buildings, uses, previous approvals, etc.) -,2kE Aft CAToa xr ft PW sir PROPOSAL: (description of proposed buildings, uses, modifications, etc.) Have you attached the following? FRF.S Di Tv- 0'4-!^ Q-0 [Pre -Application Conference Summaryi Attachment #1, Signed Fee Agreement Response to Attachment #3, Dimensional Requirements Form [Response to Attachment #4, Submittal Requirements- Including Written Responses to Review Standards All plans that are larger than 8.5" x 11" must be folded and a floppy disk with an electronic copy of all written text (Microsoft Word Format) must be submitted as part of the application. • • ATTACHMENT 2 DIMENSIONAL REQUIREMENTS FORM Project: Applicant: Isis, Location: Zone District: Lot Size: Lot Area: tic., (for the purposes of calculating Floor Area, Lot Area may be reduced for areas within the high water mark, easements, and steep slopes. Please refer to the definition of Lot Area in the Municipal Code.) Commercial net leasable: Existing: < 5 Proposed:OeTr I - Number of residential units: Existing: ,? Proposed. p Number of bedrooms: Existing: Proposed: Proposed % of demolition (Historic properties only): `1V/o DIMENSIONS: Floor Area: Existing.-AftA lowableM Proposed:� Principal bldg. height: Existing: 4'' W, Allowable: 10' Proposed: Access. bldg. height: Existing:Allowable:_gProposed: On -Site parking: Existing:__Required: b Proposed: % Site coverage: Existing:6O equired: Proposed: 40 C, IAACsE % Open Space: Existing.-A&K.. 1plo Required: Proposed: �0 C*b C< Front Setback: Existing:Required: ©� Proposed:� Rear Setback: Existing: Required: ' Proposed: Combined F/R: Existing: Required: 14 A Proposed: 0 Side Setback: Existing: _Required: 0 Proposed:� Side Setback: Existing: Required: 0 -Proposed:�— Combined Sides: Existing: _Required: Proposed: Existing non -conformities or encroachments: ow Variations requested: PAMAG WAM, MW OPC CITY OF ASPEN PRE -APPLICATION CONFERENCE SUMMARY PLANNER: Chris Bendon, 429.2765 DATE: 12.22.06 PROJECT: Isis Theater Retail Conversion REPRESENTATIVE: Isis Property Group LLC, Mitch Haas 925.7819 OWNER: CC Aspen, LLC, and Arizona Limited Liability Company TYPE OF APPLICATION: Historic Preservation — One Step. Historic Preservation Commission Planning — Two Step. Planning and Zoning Commission and City Council DESCRIPTION: The contract purchaser of the Isis theater, the Isis Group, LLC, wants to convert the westernmost ground floor theater to retail use with a new street entrance to the retail space and a relocated entrance to the remaining theater use. In the future, there may also be proposed construction of a two-story "notch" on the southeast corner of the property. The entire project, with or without the notch construction, is an essential public facility due to the public ownership (through a non-profit corporation), the future transfer of ownership to Aspen Film Fest — a non profit corporation serving a public purpose, perpetual deed restriction for theater or public use of the four remaining theater units within the building, an undivided public ownership interest in the affordable housing units within the project, and a perpetual restriction against additional development on upper levels of the building, all as outline in the Memorandum of Understanding signed by the City of Aspen, Aspen Film Fest, and the Isis Group. Land Use Code Section(s) 26.304 Common Development Review Process 26.415.070.0 HPC Certificate of Minor Development (does not include the "notch") 26.412 Commercial Design Review 26.430 Special Review for Parking (See 26.515.040 for criteria) 26.470.040.D.3 Growth Management Essential Public Facility Review by: Staff, Planning and Zoning Commission. Public Hearing: Yes, HPC, P&Z, and Council Referral Agencies: APCHA, Building, Fire, Water/Electric, Sanitation Planning Fees: Planning Deposit, Major ($2,700 for 12 hours of staff time, additional hours are billed at a rate of $225/hour) Referral Agency Fccs: APCIIA $376. Total Deposit: $ 3,076 (additional hours over 12 will be billed at a rate of $225/hour) To apply, submit the following information (applies only to Lot Split application): 1. Signed fee agreement. 2. Applicnnt'a nnmc, nddress and telcphuuc number in a letter signed by the applicant which dates the name, address and telephone number of the representative authorized to act on behalf of the applicant. 3. Total deposit for review of the application 4. 30 Copies of the complete application packet. 5. Additional materials as required by the specific review. 6. A written description of the proposal and an explanation in written, graphic, or model form of how the proposed amendment complies with the review standards relevant to the development application. Please include existing conditions as well as proposed. Notes: 1. The GMQS section for essential public facilities requires that the Land Use Code be used as a guide when determining employee generation and mitigation requirements. Staff suggests the provisions for expanding a historic landmark structure be used as this guideline — Section 26.470.040.C.1. Due to the unique operating characteristics of the project, staff also suggests the applicant rely on 26.470.050.A.I which allows for specific operating conditions to be factored into the calculation of employee generation. 2. Staff recommends the Commercial Design Review be combined with the HPC Minor Review. Staff also recommends the Special Review for parking be combined with the HPC Minor Review. 3. The contract purchaser will need authorization from the current owner to submit the application and represent the owner. Upon transfer of the property and assignment to the City of Aspen or a non- profit corporation associated with the CoA, the Isis Group, and representatives thereof, will need to obtain authorization from the new owner to proceed with the application. Disclaimer: The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning, which is subject to change in the future, and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. • December 22, 2006 Aspen Community Development Department 130 South Galena Street Aspen, CO 8161 1-1975 Re: Isis Theater Remodel Application To whom it may concern: T At Isis Property Group, LLC is under contract to purchase the Isis Theater. As contract purchasers, the Isis Property Group, LLC has been authorized by the current ownership group to seek land use entitlements from the City of Aspen. Isis Property Group, LLC, in turn, hereby authorizes Haas Land Planning, LLC, Charles Cunniffe Architects, and Klein Cote Edwards, LLC, to submit and process an application for Historic Preservation Commission minor development, Commercial Design Review, Parking Waiver, Growth Management allotments and any incidental or associated approvals necessitated by the proposed Isis Theater remodel project at 406/408 East Hopkins Avenue. Should you have any need to contact Isis Property Group, LLC during the course of your review, please do so through Haas Land Planning, LLC, whose address, telephone and fax numbers, and email address are provided in the application. Sincerely, Isis Property Group, LLC by: Courtney Lord, anager Address: P.O. Box 7955 Aspen, CO 81612 Phone: (248) 709-6009 AN3AV-09-009-L uoluna;sui,p wog i(aane-MA&M alllnal el za;lnsuo:) 316 EAST HOPKINS LP RYANCO INC 5525 E CALLE VENTURA PHOENIX, AZ 85018 ALLEN LEONARD A III PO BOX 8316 ASPEN, CO 81612 BALDWIN HARLEY A II 205 S GALENA ST ASPEN, CO 81611 BERGMAN CARL R & CATHERINE M PO BOX 1365 ASPEN, CO 81612 BPOE ASPEN LODGE #224 210 S GALENA ST #21 ASPEN, CO 81611 CALDWELL CHARLES G & DEBRA H 3401 LEE PKWY #1504 DALLAS, TX 75219 COLLINS BLOCK LLC 205 S GALENA ST ASPEN, CO 81611 DENSON JAMES D PO BOX 1614 TURAC, A7 85646 EASTHOPE THOMAS J 3375 CRYSTAL CT COCONUT GROVE, FL 33133 GALENA PLAZA LLC 30.3845777% CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE ASPEN, CO 81611 T 009LSOAM3AV1 g ;uawa6ae4:) ap suaS ®09L5 '- * .EXH1611 • • s AEP FAMILY LLL 3.9389931% ALH HOLDIN C/O ANDREW V HECHT GARFIELD & 435 E MAIN S 601 E HYMAN AVE HECHT ASPEN, CO 81611 ASPEN, CO 81611 ARCHDIOCESE OF DENVER SAINT MARYS 1300 S STEELE ST DENVER, CO 80210 BANKERS MORTGAGE CORP 1616 ORCHARD AVE GRAND JUNCTION, CO 81501 BLAU JEFF T 181 E 65TH ST NEW YORK, NY 10021 BRAND BUILDING LLC 205 S GALENA ST ASPEN, CO 81611 CENTRE OF ASPEN LLC 54.6248989% PO BOX 1247 ASPEN, CO 81612 COLORADO CABLE CO .167% C/O SUZETTE GOODMA 500 E MARKHAM STE 305 LITTLE ROCK, AR 12201 DOLE MARGARET M C/O FIRST NATIONAL BANK OF CEDARIDGE PO BOX 8455 ASPEN, CO 8*1612 ELKS LODGE 224 210 S GALENA ST STE 21 ASPEN, CO 81611 GILBERT LEONE 2.7624071% CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE ASPEN, CO 81611 Tam;eaj laad Ase3 .jo; tU l ;aa4S uoipnalsul ea5 ASPEN FIRE PROTECTION DISTRICT 420 E HOPKINS AVE ASPEN, CO 81611 BENTLEYS AT THE WHEELER PO BOX 10370 ASPEN, CO 81612 BOHNETT MARSHA ANN TRUST 6435 ZUMEREZ DR #20 MALIBU, CA 90265-4060 BULLOCK WILLIAM G FAMILY TRUST .333% PO BOX 282 GLENWOOD SPRINGS, CO 81602 CITY OF ASPEN 130 S GALENA ST ASPEN, CO 81611 DAVID DOGWOOD LLC 13.5% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 01612 DUVIKE INC PO BOX 2238 ASPEN, CO 81612 FOOTLOOSE MOCCASIN MAKERS INC 240 S MILL ST STE 201 ASPEN, CO 81611 GODIVA HOLDINGS LLC 435 E MAIN ST ASPEN, CO 81611 .jade as T @09LS 3.LVIdW31®tiaAV asB d p 3 i siaQei iaaa (sea AUTAV-09-008-L uo!l1nj;su!,p wori(jane-MAA n all!na; el zawo:) GOLDEN ARTS CONNECTION LLC ASPEN INTERNATIONAL ART DBA 213 S MILL ST ASPEN, CO 81611 HANSEN CANTINA LLC 15.72% PO BOX 9343 ASPEN, CO 81612 HASENAUER COREY B ECKENROTH KYLIE R 0637 CHADSWORTH LN LITTLETON, CO 80129 HINDERSTEIN FAM REV TRUST PO BOX 1576 MERCER ISLAND, WA 98040 JACKSON DONNA M .0208% INT 1730 RIDGE DR GRAND JUNCTION, CO 81506 KANTZER TAYLOR MICHAEL FAMILY TRUST #1 216 SEVENTEENTH ST MANHATTAN BEACH, CA 90266 LEVY LAWRENCE F & CAROL 980 N MICI IIGAN AVE #400 CHICAGO, IL 60611 MCNULTY KATHLEEN A .0208% INT 12342 WINDWARD WAY ANACORTES, WA 98221 MILL & MAIN LLC 2900 OCEAN BLVD CORONA DEL MAR, CA 92625 ;uawa6jey:) ap suas 009LS OAH31AV 1!jege6 al zas!lp Vjalad i? salpel sananb! GOLDSTEIN PETER & ALAN HALL CHARLES L 150 METRO PK #2 PO BOX 1819 ROCHESTER, NY 14623 ASPEN, CO 81612 HANSEN STEVE 11.8169824% CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE ASPEN, CO 81611 HENDERSON JAMES C KUCK KATHERINE M 4880 HARLEM RD GALENA, OH 43021 HOTEL JEROME INC C/O EVEREST CHRISTY G 9000 N BROADWAY OKLAHOMA CITY, OK 73114 JW VENTURES LLC PO BOX 8769 ASPEN, CO 81612 KOCHEVAR JANET BULLOCK .0556% PO BOX 282 GLENWOOD SPGS, CO 81602 LOMA ALTA CORPORATION ro Box 886 LANCASTER, TX 75146-0886 MCNULTY NELSON E .0208% INT 2490 DEPEW EDGEWATER, CO 80214 MILL STREET PLAZA ASSOCIATES LLC C/O M & W PROPERTIES 205 S MILL ST STE 301A ASPEN, CO 81611 HASENAUER C BRUCE & SHERYL R 9397 S SHADOW HILL CIR LONE TREE, CO 80124 HILLIS OF SNOWMASS INC 170 E GORE CRK VAIL, CO 81657 HYMAN MALL COMMERCIAL CONDOS LLC 290 HEATHER LN ASPEN, CO 81611 KANDYCOM INC 766 SINGING WOOD DR ARCADIA, CA 91006 LESTER JIM 11 WAVERLY PL - UPPER NEW YORK, NY 10003-6722 MAIN & MILL LLC 34.28% C/O I DWELL MEYER PO BOX 1247 ASPEN, CO 81612 MCNULTY RONALD J .0208% INT 380 POINT WINDERMERE PL OCEANSIDE, CA 92057-3420 MOTHER LODE INVESTORS [.LC 620 E HYMAN AVE #1 E ASPEN, CO 81611 MTN ENTERPRISES 80B RUHNAU DAVID F & SHARON ENGEL 1SILVER SLAM COMMERCIAL LLC 70 HILLIS OF SNOWMASS PO BOX 7209 C/O NELSON LINDEN 70 CARE CRK DR RANCHO SANTA FE, CA 92067 2100 E MAPI.F. RD #200 VAIL, CO 81657 BIRMINGHAM, MI 48009 T ®09L5®A23//=Tajn;ea3 laad Ase3 j0; jaded paOJT ®09LS 31V7dW31®tiaAV asp 4s I ! 4f7 slows laea (sea as uo!�nj;su aas AN3"-OD-008-L uolunalsu!,p wo:)tiane•AV~ all!nal el zallnsuo:) SMITH ASPEN QEAA LLC 23% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 81612 luawa6ae4:) ap suaS g09LS ®AV3AV l!jege3 al zasllp • v • salad V salpel sallanb! SOUTHDALE ANESTHESIOLOGY PROFIT STANTON LAVONE KAY TRUSTEE FBC SHARING TRUST FBO ROY G BRYAN LYON HARRY .167% 5836 LONG BRAKE TRAIL RD 500 E MARKHAM STE 305 EDINA, MN 55439 LITTLE ROCK, AR 72201 THE ISIS BUILDING LLC US BANK NA & MCNULTY ZELPHA MARIE VAIL FINE ART GALLERY INC 205 S MILL ST # 301A .083% PO BOX 1953 ASPEN, CO 81611 422 WHITE AVE, PO BOX 608 EDWARDS, CO 81632 GRAND JUNCTION, CO 81501 WALL JANET & RICHARD A 205 S GALENA ST #13 ASPEN, CO 81611 WELLS FARGO BANK C/O DELOITTE TAX LLP PO BOX 2609 CARLSBAD, CA 92018 WILLIAMS DEXTER M 82 W LUPINE DR ASPEN, CO 81611 WALL JANET L 9762 BURNLEY PL BEVERLY HILLS, CA 90210 WENDELIN ASSOC 150 METRO PARK ROCHESTER, NY 14623 WOODS FAMILY LP PO BOX 11468 ASPEN, CO 81612 WARREN DOGWOOD LLC 13.5% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 81612 WHEELER BLOCK BUILDING LLC TKG MANAGEMENT INC C/O 1001 CHERRY ST STE 308 COLUMBIA, MO 65201 ' 0915 , aanlea3 load /lse3 �o} waded paa3T 009LS 31V3dW31®tiaAV ash ® ®Atl�d L�-� T �!J I laaUs uou3 u sui aac _ ! EQ sieum iaaa (sea • • CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT Aereement for Payment of City of Aspen Development Application Fees CITY OF ASPEN (hereinafter CITY) and Isis Property Group, LLC (hereinafter APPLICANT) AGREE AS FOLLOWS: 1. APPLICANT has submitted to CITY an application for "Minor" Historic Development: Commercial Design Review; Parking Waiver, and Growth Management (hereinafter, THE PROJECT). 2. APPLICANT understands and agrees that City of Aspen Ordinance No. 57 (Series of 2000) establishes a fee structure for Land Use applications and the payment of all processing fees is a condition precedent to a determination of application completeness. 3. APPLICANT and CITY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT and CITY further agree that it is in the interest of the parties that APPLICANT make payment of an initial deposit and to thereafter permit additional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costs may accrue following their hearings and/or approvals. APPLICANT agrees he will be benefited by retaining greater cash liquidity and will make additional payments upon notification by the CITY when they are necessary as costs are incurred. CITY agrees it will be benefited through the greater certainty of recovering its full costs to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY staff to complete Processing or present sufficient information to the Planning Commission and/or City Council to enable the Planning Commission and/or City Council to make legally required findings for project consideration, unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees that in consideration of the CITY's waiver of its right to collect full fees prior to a determination of application completeness, APPLICANT shall pay an initial deposit in the amount of $ 3,076.00* which is for twelve (12) hours of Community Development staff time, and if actual recorded costs exceed the initial deposit, APPLICANT shall pay additional monthly billings to CITY to reimburse the CITY for the processing of the application mentioned above, including post approval review at a rate of $225.00 per planner hour over the initial deposit. Such periodic payments shall be made within 30 days of the billing date. APPLICANT further agrees that failure to pay such accrued costs shall be grounds for suspension of processing, and in no case will building permits be issued until all costs associated with case processing have been paid. CITY OF ASPEN Chris Bendon Community Development Director g:\support\fortes\agrpayas.doc APPLICANT: Isis PropertyFrjoup, LLC Bv: `t'6urtney Lord, Manager Date: 41,e../ . Billing Address and Telephone Number: Required P.O. Box 7955 Aspen, CO 81612 (248)709-6009 * = $2700 for 12 hrs of planning staff time; and, $376 for APCHA referral fee. ORDINANCE NO.&_, SERIES OF 2007 AN ORDINANCE OF THE CITY COUNCIL GRANTING GROWTH MANAGEMENT APPROVAL PURSUANT TO SECTION 26.470.040 (C)(1) & (D)(3), ENLARGEMENT OF A HISTORIC LANDMARK AND ESSENTIAL PUBLIC FACILITY AND FOR AN EXPANSION AND CHANGE IN USE, ALLOWING RETAIL, FOR A PORTION OF THE ISIS THEATER, 406 E. HOPKINS AVENUE, LOTS L, M, AND N, BLOCK 87, CITY AND TOWNSITE OF ASPEN, PITKIN COUNTY, COLORADO PARCEL ID: 2737-073-30-006, -011 and —012 WHEREAS, the applicant, Isis Property Group, LLC, represented by Haas Land Planning, Klein, Cot6, and Edwards; and Charles Cunniffe Architects, has requested approval for Growth Management in order to enlarge, partially remodel and change the use of a portion of The Isis Theater, 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado; and WHEREAS, the applicant submitted an application to the Community Development Department for a Minor Historic Preservation Development, Commercial Design Review and Parking Waiver specifically from the Historic Preservation Commission (HPC), and Growth Management Review for an Enlargement of a Historic Landmark and Essential Public Facility specifically from the Planning and Zoning Commission (P&Z); and both of these boards have reviewed and handled the applications in accordance with their purview; and WHEREAS, the HPC, through its Resolution No. 2, Series of 2007, granted approval for a Minor Development Application for changes primarily to the doors and windows of the Isis Theatre building, approved a waiver of the parking requirements and fees associated with the additional commercial area, and approved the Commercial Design Review; and WHEREAS, the P&Z, through its Resolution No. 5, Series of 2007, recommended that the City Council approve the Growth Management allotments for an Enlargement of a Historic Landmark and Essential Public Facility Minor Development Application allowing 1,861 sq. ft. of net leasable area; and WHEREAS, the application has identified that, due to the fact that no specific tenant has been identified and that tenants will change, the proposed space configuration within the building is not set but will change over time within the old "Theatre One" area (the western -most ground floor theatre); however the, application proposes to establish a total of 1,861 additional square feet of new net leasable area, for a total gross retail area of 5,725 sq. ft., with 5,226 sq. ft. allowable as net leasable area; and WHEREAS, the Community Development Director has found and decided in his letter of December 22, 2006, that the Isis Theatre qualifies as an Essential Public Facility, because of its ownership by a public entity with a future transfer to a non-profit corporation serving a public Isis Growth Management Ordinance No._, Series of 2007 Page 1 of 4 interest, perpetual deed restriction for a theatre or public use, and undivided public ownership interest in the affordable housing units and a perpetual restriction limiting additional development on upper levels of the building, all of which serve a public interest and the needs of the community; and WHEREAS, the application is considered exempt from Ordinance No. 19, Series of 2006 and Ordinance No. 51, Series of 2006, otherwise known as the "Moratorium Ordinances", because the project is considered an Essential Public Facility; and WHEREAS, the Isis has a long history of land use approvals that have allowed for various approvals, uses and dimensions for the building including the following: 1) Planning and Zoning Commission Resolution No. 36-95; 2) City Council Ordinance No. 58-95; 3) City Council Ordinance No 59-95; 4) A March 19, 1996 amendment to Resolution No. 36-95 was granted by the Planning and Zoning Commission without formal adoption of a resolution; 5) City Council authorized use of the Special Review process to consider the amortization of open space payments via adoption of Ordinance No. 45-96; 6) Final approval by the HPC on March 12, 1997; 7) Council adoption of Resolution No.18-98 approving the deferral of payments in -lieu of open space for a five year period (such payment has been made); 8) A pair of minor HPC amendments to the final approval were approved on March 10, 1999 and September 8, 1999; 9) Growth Management Commission Resolution No. 2-01, approving a re-evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use; and 10) MOU executed pursuant to City Council Resolution No. 99, Series of 2006. WHEREAS, the City Council, according to Section 26.470.040 of the Land Use Code, must review the Growth Management application, a staff analysis report and the evidence presented at a hearing to determine the project's conformance with the applicable criteria and the City Council may recommend approval, disapproval, or approval with conditions; and WHEREAS, the Community Development Director, pursuant to his authority under Section 26.304.060(B)(1), finds that the Growth Management reviews for Enlargement of a Historic Landmark for Commercial Use and for an Essential Public Facility should be combined finding that the combination would eliminate or reduce duplication and ensure economy of time, expense and clarity; and final approval rests with the City Council; and WHEREAS, The Council finds that the applicable development review standards are met by the proposal, provided that the conditions established herein are complied with. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO THAT: Isis Growth Management Ordinance No._, Series of 2007 Page 2 of 4 Section 1: Enlargement of a Historic Landmark for Commercial Use and Essential Public Facility Growth Management Allotments The City Council grants a Growth Management Allotment for an Enlargement to a Historic Landmark and for an Essential Public Facility finding that the project meets the applicable criteria. The Growth Management approval allows for an area of new gross leasable of 1,861 sq. ft. and a gross retail area of 5,725 sq. ft., with 5,226 of that area allowable as net leasable area, as such term is defined in the Land Use Code. Section 2: Limitation for Restaurant Use A restaurant use is not permitted as part of this approval as a use in the "retail area"; however, any future proposed conversion to a restaurant use shall be reviewed in accordance with the Land Use Code in place at the time of application, especially with regard to employee generation and mitigation. Section 3: Affordable Housing Mitigation A fee -in -lieu for affordable housing mitigation shall be paid at the time of building permit application for based upon the amount of net leasable area proposed in the building permit and in accordance with the fee schedule in place at the time of building permit application. Section 4: Building Permit Application The building permit application for each of the residential units shall include the following: 1. A copy of the final Ordinance and P&Z Resolution. 2. The conditions of approval printed on the cover page of the building permit set. 3. Documentation of applicable approvals and permits for changes to the water and sanitation services (if any) due to the remodel. 4. A construction management plan pursuant to the requirements of the Community Development Department. 5. A fugitive dust control plan to be reviewed and approved by the City Engineering Department. Section 5: Exterior Lighting Lighting shall be pursuant to the Historic Preservation Minor Development approval pursuant to Resolution No. 20, Series of 2007. Section 6• All material representations and commitments made by the applicant pursuant to the development proposal approvals as herein awarded, whether in public hearing or documentation presented before the Planning and Zoning Commission or City Council, are hereby incorporated in such plan development approvals and the same shall be complied with as if fully set forth herein, unless amended by an authorized entity. Isis Growth Management Ordinance No._, Series of 2007 Page 3 of 4 0 0 Section 7• This ordinance shall not affect any existing litigation and shall not operate as an abatement of any action or proceeding now pending under or by virtue of the ordinances repealed or amended as herein provided, and the same shall be conducted and concluded under such prior ordinances. Section 8• If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held invalid or unconstitutional in a court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and shall not affect the validity of the remaining portions thereof. Section 9• The City Clerk is directed, upon the adoption of this ordinance, to record a copy in the office of the Pitkin County Clerk and Recorder. Section 10: A public hearing on the ordinance shall be held on the 26`h day of March, 2007, in the City Council Chambers, Aspen City Hall, Aspen, Colorado. INTRODUCED, READ AND ORDERED PUBLISHED as provided by law, by the City Council of the City of Aspen on the 12`h day of March, 2007. Helen Kalin Klanderud, Mayor Attest: Kathryn S. Koch, City Clerk FINALLY, adopted, passed and approved on this 12'h day of March, 2007. Attest: Kathryn S. Koch, City Clerk Approved as to form: John P. Worcester, City Attorney Isis Growth Management Ordinance No._, Series of 2007 Page 4 of 4 9 • ATTACHMENT 7 AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.060 (E), ASPEN LAND USE CODE ADDRESS OF PROPERTY: Wo V C , Aspen, CO SCHEDULED PUBLIC BEARING DATE: 200� STATE OF COLORADO ) ) ss. County of Pitkin ) (name, please print) being or representing an Applicant to the City of Aspen, Colorado, hereby personally certify that I have complied with the public notice requirements of Section 26.304.060 (E) of the Aspen Land Use Code in the following manner: X Publication of notice: By the publication in the legal notice section of an official paper or a paper of general circulation in the City of Aspen at least fifteen (15) days prior to the public hearing. A copy of the publication is attached hereto. Posting of notice: By posting of notice, which form was obtained from the Community Development Department, which was made of suitable, waterproof materials, which was not less than twenty-two (22) inches wide and twenty-six (26) inches high, and which was composed of letters not less than one inch in height. Said notice was posted at least fifteen (15) days prior to the public hearing and was continuously visible from the _ day of \ , 200_, to and including the date and time of the public hearing. A photograph of the posted notice (sign) is attached hereto. Mailing of notice. By the mailing of a notice obtained from the Community Development Department, which contains the information described in Section 26.304.060(E)(2) of the Aspen Land Use Code. At least fifteen (15) days prior to the public hearing, notice was hand delivered or mailed by first class postage prepaid U.S. mail to all owners of property within three hundred (300) feet of the property subject to the development application. The names and addresses of property owners shall be those on the current tax records of Pitkin County as they appeared no more than sixty (60) days prior to the date of the public hearing. A copy of the owners and governmental agencies so noticed is attached hereto. (continued on next page) • Rezoning or text amendment. Whenever the official zoning district map is in any way to be changed or amended incidental to or as part of a general revision of this Title, or whenever the text of this Title is to be amended, whether such revision be made by repeal of this Title and enactment of a new land use regulation, or otherwise, the requirement of an accurate survey map or other sufficient legal description of, and the notice to and listing of names and addresses of owners of real property in the area of the proposed change shall be waived. However, the proposed zoning map shall be available for public inspection in the planning agency during all business hours for fifteen (15) days prior to the public hearing on such amendments. )SI, nature The fore omg "Affidavit of Notice" was ac owledged before=a.da of ,20(v��'by( PUBLIC NOTICE RE: THE ISIS THEATRE. GROWTH MANAGE- MENT REVIEW PUBLIC HEARING NOTICE IS HEREBY GIVEN that a public hearing will be held on Monday, April 2, 2007, at a meeting to begin at 5:00 p.m. before the Aspen City Coun- cil, in the Council Chambers, City Hall, 130 S. Ga- lena St., Aspen, to review the "The Isis Theatre" Growth Management Application in order to re- model and convert a portion of the Isis to retail use (approx. 3.665 sq. ft.). The subject property is lo- cated at 406/408 East Hopkins Ave. and is legally described as Lots L, M, and N, Block 87. of the City and Townsite of Aspen. For further information. contact Joyce Allgaier at the City of Aspen Com- munity Developmen,•4ept., 130 S. Galena St., As- p e n• C O (9 - 0) 4 2 9- 2 7 5 4 (o r joycea@ci.aspen.co.us). All correspondence relat- ed to the application should be sent to the above e-mail or physical address and will be provided to the commission. Applicant: Isis Property Group, LLC 406/408 E. Hopkins Ave., Aspen, CO 81611, represented by Haas Land Planning, LLC 201 N. Mill St. #108, Aspen, CO 81611 Arflelen Klanderud Ma1LQr Aspen Clty Council Published in the Aspen Times Weekly Marcy 18. 2007(221916) WITNESS MY HAND AND OFFICIAL SEAL My commission expires: ATTACHMENTS: COPY OF THE PUBLICATION PHOTOGRAPH OF THE POSTED NOTICE (SIGN) LIST OF THE OWNERS AND GOVERNMENTAL AGENCIES NOTICED BY MAIL � (Ilse-,-.;c- A S -;z- ck?, +/ z TO: FROM: THRU: MEMORANDUM Mayor Klanderud and Aspen City Council Joyce Allgaier, Deputy Director of Community Development Chris Bendon, Director RE: 406 E. Hopkins Avenue, Isis Theater- Growth Management Review for Essential Public Facility and Enlargement of a Historic Landmark, 2nd Reading of Ordinance No.6, Series of 2007 DATE: April 2, 2007 SUMMARY: The Isis Theater is being acquired in a private/public partnership between the City of Aspen, the Isis Property Group, LLC, and Aspen FilmFest. This transaction will allow for the continuation of the use of the Isis Theatre as a movie theatre; film, performance and public presentation venue; and for other cultural, educational and entertainment uses' While the primary use will be as a theatre, some physical changes will be made to the building that will allow for the conversion of one of the upper floor theaters to become retail space, including interior tenant finishing, reconfiguration of entry points into the building, and window changes. (Although there have been discussions related to constructing an addition that would fill in the courtyard "notch" that currently exists at the southeast corner of the property, that is currently off the table.) Staffs Exhibit A evaluates the application, makes findings in favor of the proposal and therefore, Staff recommends approval. APPLICANT: Isis Property Group, LLC, represented by Haas Land Planning: Klein, Cote, and Edwards; and Charles Cunniffe Architects. PARCEL ID: 2737-073-30-006, -011 and —012. ADDRESS: 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado. ZONING: CC, Commercial Core. PROCESS: The application before the City Council requests Growth Management approvals to allow for space conversion and change in use for an Essential Public Facility and a Historic Landmark. A public hearing on a minor development application is conducted by the Historic Preservation Commission, (HPC), taking final action on the design, and a public hearing is also conducted by the Planning and Zoning Commission (P&Z). P&Z must adopt a resolution that forwards a recommendation to the City Council regarding the Growth Management requests. The City Council conducts a public hearing adopting an ordinance, formalizing a final decision. Isis Growth Management Staff Memorandum Page 1 of 4 Historic Preservation Commission Review Summary: The HPC granted final approval to the project with conditions, primarily focusing their review on the physical and detailed architectural changes to the building. The HPC also granted a waiver of parking finding that the additional parking requirement associated with the conversion of a portion of the theatre to retail can not be met on site without detriment to the historic integrity of the building. Additionally, the HPC found that the development is in compliance with the City's Commercial Design Review Guidelines. WPM 11 ■s The HPC's recommendation strives to bring certain elements of the "old Isis" back to its historic Victorian store front design. This photo above is post-1920's when the Isis first became a movie theatre, after having been retail and residential. The application (Exhibit B) shows clear renderings as to how the existing Isis frontage will be changed to the proposed elevations to accommodate a partial change in its use. Planning and Zoning Commission Recommendation: On March 8, 2007, the P&Z conducted a public hearing and reviewed the GMQS application. By a vote of 4-0, the P&Z recommended that the City Council approve the application. Proposed Ordinance No. 6, reflects the conditions of approval as recommended by the P&Z. BACKGROUND: The City Council has entered into a Memorandum of Understanding (MOU) to solidify its goals and conditions of the new use with the other parties to the Isis Theatre project. The key points of the MOU are included in the application on page 7. Of particular note are those provisions that deal with maintaining at least four theatres; allowing only one theatre to Isis Growth Management Staff Memorandum Page 2 of 4 be converted to retail; future use for movies, film events, performances, speeches and other community educational/cultural opportunities; and the limitation on restaurant use. The Isis Theatre has had numerous land use reviews and approvals over the years that bring it to where it is today. This history is nicely outlined in the Application on pages 4-8, and substantiates the various uses, previous parking waivers, employee mitigation and speaks to the current undertaking through the MOU to deed restrict the Isis as a theatre. The subject property is 9,027 square feet in size and the current Floor Area Ratio (FAR) is 1.8:1. The FAR is not proposed to change with this application in that the proposed space changes are to internal "net leaasble" space already contained within the outside walls of the structure. The existing three story Isis Theater building includes roughly 770 seats among five movie theaters. The standing approvals allow for approximately 16,420 square feet of floor area, of which some 15,670 square feet is allowed for net leasable area. As built, the main/ground level includes a two-story volume housing two movie theaters with stadium seating as well as stairs to the level below, a lobby, a ticket sales area, a concession stand, fire exits, and an entryway with stairs and an elevator providing access to all floors of the building. The lower level includes three movie theaters, restrooms, lobby and concession stand. In addition, both levels have mezzanine spaces used as projection rooms and mechanical and storage rooms. The third floor includes one free market residence and two deed restricted three -bedroom units. These residential units are not proposed for change with this application. STAFF INFORMATION: Please see Exhibit A for discussion and findings. With the HPC's & P&Z's review and approvals completed for the current application, the focus is now on Growth Management by City Council. The request for Council will focus on the proposal for 1,861 square feet of additional net leasable area pursuant to the review criteria outlined and addressed by Staff in Exhibit A. The preferred tenant finish and interior layout has not been solidified by the Applicant (no tenant is yet chosen), so the application uses, at Staffs suggestion, the largest floor area called the "Single Tenant Scenario with a 2nd Flood in the area of the western -most theatre. This is the only area allowed in the MOU for conversion to retail. While the eventual development may involve one of the other, lesser scenarios in the application, the "Single Tenant Scenario with a 2nd Floor" is used in response to the growth management standards to ensure that mitigation and allotment requirements will be appropriately handled. The application goes through a lengthy narrative of the calculation of the gross area and net leasable and rather than reiterate that information, Staff confirms that the application appears to be accurate, with the exception of the final fee amount in the application. The amount of the exact fee for employee mitigation is determined at the time of building permit application using the fee schedule in place at that time. The actual fee would be $195,951.00 if assessed today. Staff has included conditions of approval in the proposed ordinance that are key to ensuring that the application meets the Growth Management standards. One condition is the inclusion of a requirement to pay a fee in lieu for the mitigation of employees generated. Another is the limitation on the property that a restaurant use is not allowed unless a new application were Isis Growth Management Staff Memorandum Page 3 of 4 submitted in order to review and evaluate the use under the Growth Management provisions. (Restaurants have a greater employee generation than retail, requiring increased mitigation.) STAFF RECOMMENDATION: Approval with conditions. RECOMMENDED MOTION: "I move to approve Ordinance No. 6, Series of 2007, approving the Growth Management requests for an Essential Public Facility and Enlargement of a Historic Landmark for Commercial Use and allowing an additional 1,861 of net leasable area for the Isis Theatre Remodel, with conditions." Exhibits: A. Staff Review & Proposed Findings B. Application-2 parts (Provided at Is' Reading) C. P&Z Minutes of March 8, 2007 D. HPC Minutes of Jan. 10 and Jan. 16, 2007 Isis Growth Management Staff Memorandum Page 4 of 4 T 'd • • Use -- �s • MEMORANDUM TO: City of Aspen Planning and Zoning Commission FROM: Joyce Allgaie, Deputy Director of Community Development THRU: Chris Bendon, Director RE: 406 E. Hopkins Avenue, Isis Theater- Growth Management Review for Essential Public Facility and Enlargement of a Historic Landmark, Public Hearing re. Resolution No. Jt' , Series of 2007 DATE: March 6, 2007 SUMMARY: The Isis Theater is being acquired in a private/public partnership between the City of Aspen, the Isis Property Group, LLC, and Aspen FilmFest. This transaction will allow for the continuation of the use of the Isis Theatre as a movie theatre; film, performance and public presentation venue; and for other cultural, educational and entertainment uses. While the primary use will be as a theatre, some physical changes will be made to the building that will allow for the conversion of one of the upper floor theaters to become retail space, including interior tenant finishing, reconfiguration of entry points into the building, and window changes. (Although there have been discussions related to constructing an addition that would fill in the courtyard "notch" that currently exists at the southeast corner of the property, that is currently off the table.) Staffs Exhibit A evaluates the application, makes findings in favor of the proposal and therefore, Staff recommends approval. APPLICANT: Isis Property Group, LLC, represented by Haas Land Planning: Klein, Cote, and Edwards; and Charles Cunniffe Architects. PARCEL ID: 2737-073-30-006, -011 and —012. ADDRESS: 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado. ZONING: CC, Commercial Core. PROCESS: The application before the Commission requires your recommendation to City Council for Growth Management approvals to allow the space conversion and change in use for a Historic Landmark and an Essential Public Facility. A public hearing must be conducted by the P&Z and a resolution adopted that forwards your recommendation for approval, denial or approval with conditions to the City Council. Finally City Council will conduct a public hearing and make a final decision. Because of its City of Aspen Historic Landmark status, the Historic Preservation Commission is responsible for reviewing the development proposal. 1 Historic Preservation Commission Review Summary: The HPC granted final approval to the project with conditions, primarily focusing their review on the physical and detailed architectural changes to the building. The HPC also granted a waiver of parking finding that the additional parking requirement associated with the conversion of a portion of the theatre to retail can not be met on site without detriment to the historic integrity of the building. Additionally, the HPC found that the development is in compliance with the City's Commercial Design Review Guidelines. The HPC's recommendation strives to bring certain elements of the "old Isis" back to its historic Victorian store front design. This photo above is post- 1920's when the Isis first became a movie theatre, after having been retail and residential. The application (Exhibit B) shows clear renderings as to how the existing Isis frontage will be changed to the proposed elevations to accommodate a partial change in its use. BACKGROUND: The City Council has entered into a Memorandum of Understanding (MOU) to solidify its goals and conditions of the new use with the other parties to the Isis Theatre project. The key points of the MOU are included in the application on page 7. Of particular note are those provisions which deal with maintaining at least four theatres; allowing only one theatre to be converted to retail; future use for movies, film events, performances, speeches and other community educational/cultural opportunities; and the limitation on restaurant use. The Isis Theatre has had numerous land use reviews and approvals over the years that bring it to where it is today. This history is nicely outlined in the Application on pages 4-8, and substantiates the various uses, previous parking waivers, employee mitigation and speaks to the current undertaking through the MOU to deed restrict the Isis as a theatre. The subject property is 9,027 square feet in size and the current Floor Area Ratio (FAR) is 1.8:1. The FAR is not proposed to change with this application in that the proposed space changes are to internal "net leaasble" space already contained within the outside walls of the structure. 2 The existing three story Isis Theater building includes roughly 770 seats among five movie theaters. The standing approvals allow for approximately 16,420 square feet of floor area, of which some 15,670 square feet is allowed for net leasable area. As built, the main/ground level includes a two-story volume housing two movie theaters with stadium seating as well as stairs to the level below, a lobby, a ticket sales area, a concession stand, fire exits, and an entryway with stairs and an elevator providing access to all floors of the building. The lower level includes three movie theaters, restrooms, lobby and concession stand. In addition, both levels have mezzanine spaces used as projection rooms and mechanical and storage rooms. The third floor includes one free market residence and two deed restricted three -bedroom units. These residential units are not proposed for change with this application. STAFF INFORMATION: Please see Exhibit A for discussion and findings. With the HPC's review and approvals completed for the current application, P&Z's focus is now on Growth Management recommendations to City Council. The request to the P&Z will focus on the proposal for 1,861 square feet of additional net leasable area pursuant to the review criteria outlined and addressed by Staff in Exhibit -A. The preferred tenant finish and interior layout has not been solidified by the Applicant (no tenant is yet chosen), so the application uses, at Staff s suggestion, the largest floor area called the "Single Tenant Scenario with a 2nd Floor" in the area of the western -most theatre. This is the only area allowed in the MOU for conversion to retail. While the eventual development may involve one of the other, lesser scenarios in the application, the "Single Tenant Scenario with a 2nd Floor" is used in response to the growth management standards to ensure that mitigation and allotment requirements will be appropriately handled. The application goes through a lengthy narrative of the calculation of the gross area and net leasable and rather than reiterate that information, Staff confirms that the application appears to be accurate, with the exception of the final fee amount in the application. The amount of the exact fee for employee mitigation is determined at the time of building permit application using the fee schedule in place at that time. The actual fee would be $195,951.00 if assessed today. Staff has included conditions of approval in the resolution that are key to ensuring that the application meets the Growth Management standards. One condition is the inclusion of a requirement to pay a fee in lieu for the mitigation of employees generated. Another is the limitation on the property that a restaurant use is not allowed unless a new application were submitted in order to review and evaluate the use under the Growth Management provisions. (Restaurants have a greater employee generation than retail, requiring increased mitigation.) STAFF RECOMMENDATION: Approval with conditions. RECOMMENDED MOTION: "I move to approve Resolution No.-05, Series of 2007, recommending the City Council approve of the Growth Management requests for an Essential Public Facility and Enlargement of a Historic Landmark for Commercial Use and allowing an additional 1,861 of net leasable area for the Isis Theatre Remodel." Exhibits: A. Staff Review & Proposed Findings B. Application-2 parts 3 RESOLUTION NO._05, SERIES OF 2007 A RESOLUTION OF THE ASPEN PLANNING AND ZONING COMMISSION RECOMMENDING THE CITY COUNCIL GRANT GROWTH MANAGEMENT APPROVAL. PURSUANT TO SECTION 26.470.040 (C)(1) & (D)(3), ENLARGEMENT OF A HISTORIC LANDMARK AND ESSENTIAL PUBLIC FACILITY AND FOR AN EXPANSION AND CHANGE IN USE, ALLOWING RETAIL, FOR A PORTION OF THE ISIS THEATER, 406 E. HOPKINS AVENUE, LOTS L, M, AND N, BLOCK 87, CITY AND TOWNSITE OF ASPEN, PITKIN COUNTY, COLORADO PARCEL ID: 2737-073-30-006, -011 and —012 WHEREAS, the applicant, Isis Property Group, LLC, represented by Haas Land Planning, Klein, Cotd, and Edwards; and Charles Cunniffe Architects, has requested approval for Growth Management in order to enlarge, partially remodel and change the use of a portion of The Isis Theater, 406 E. Hopkins Avenue, Lots L, M, and N, Block 87, City and Townsite of Aspen, Pitkin County, Colorado; and WHEREAS, the applicant submitted an application to the Community Development Department for a Minor Historic Preservation Development, Commercial Design Review and Parking Waiver specifically from the Historic Preservation Commission (HPC), and Growth Management Review for an Enlargement of a Historic Landmark and Essential Public Facility specifically from the Planning and Zoning Commission (P&Z); and WHEREAS, the application has identified that, due to the fact that no specific tenant has been identified and that tenants will change, the proposed space configuration within the building is not set but will change over time within the old "Theatre One" area (the western -most ground floor theatre); however the, application proposes to establish a total of 1,861 additional square feet of new net leasable area, for a total gross retail area of 5,725 sq. ft., with 5,226 sq. ft. allowable as net leasable area; and WHEREAS, the HPC through its Resolution No. 2, Series of 2007, granted approval for a Minor Development Application for changes primarily to the doors and windows of the Isis Theatre building, approved a waiver of the parking requirements and fees associated with the additional commercial area, and approved the Commercial Design Review; and WHEREAS, the Community Development Director has found and decided in his letter of December 22, 2006, that the Isis Theatre qualifies as an Essential Public Facility, because of its ownership by a public entity with a future transfer to a non-profit corporation serving a public interest, perpetual decd restriction for a theatre or public use, and undivided public ownership interest in the affordable housing units and a perpetual restriction limiting additional development on upper levels of the building, all of which serve a public interest and the needs of the community; and / Isis Growth Management Resolution No. 5, Series of 2007 Pagel of 4 0 • WHEREAS, the application is considered exempt from Ordinance No. 19, Series of 2006 and Ordinance No. 51, Series of 2006, otherwise known as the "Moratorium Ordinances", because the project is considered an Essential Public facility; and WHEREAS, the Isis has a long history of land use approvals that have allowed for various approvals, uses and dimensions for the building including the following: 1) Planning and Zoning Commission Resolution No. 36-95; 2) City Council Ordinance No. 58-95; 3) City Council Ordinance No 59-95; 4) A March 19, 1996 amendment to Resolution No. 36-95 was granted by the Planning and Zoning Commission without formal adoption of a resolution; 5) City Council authorized use of the Special Review process to consider the amortization of open space payments via adoption of'Ordinance No. 45-96; 6) Final approval by the I IPC on March 12, 1997; 7) Council adoption of Resolution No.18-98 approving the deferral of payments in -lieu of open space for a five year period (such payment has been made); 8) A pair of minor HPC amendments to the final approval were approved on March 10, 1999 and September 8, 1999; 9) Growth Management Commission Resolution No. 2-01, approving a re-evaluation and exemption from the scoring and competition procedures of the GMQS for the conversion of the ground floor of the Isis building to retail use; and 10) MOU executed pursuant to City Council Resolution No. 99, Series of 2006. WHEREAS, the P&Z, according to Section 26.470.040 of the Land Use Code, must review the Growth Management application, a staff analysis report and the evidence presented at a hearing to determine the project's conformance with the applicable criteria and the P&Z may recommend approval, disapproval, or approval with conditions; and WHEREAS, the Community Development Director, pursuant to his authority under Section 26.304.060(B)(1), finds that the Growth Management reviews for Enlargement of a Historic Landmark for Commercial Use and for an Fssential Public Facility should be combined finding that the combination would eliminate or reduce duplication and ensure economy of time, expense and clarity; and final approval rests with the City Council; and WHEREAS, at a duly noticed public hearing on March 6, 2007, the Planning and Zoning Commission considered the application, considered the recommendation of the Community Development Director, conducted a public hearing and took public testimony, and at which time they found the application was consistent with the review standards and recommended approval to the City Council of the application, with conditions, by a vote of to NOW, THEREFORE, BE: IT RESOLVED BY THE CITY OF ASPEN PLANNING AND ZONING COMMISSION as follows: J Isis Growth Management Resolution No. 5, Series of'2007 Page 2 of 4 Section 1: Enlareement of a Historic landmark for Commercial Use and Essential Public Facility Growth Management Allotments The Planning and Zoning Commission hereby recommends City Council grant a Growth Management Allotment for an Enlargement to a Historic Landmark and for an Essential Public Facility finding that the project meets the applicable criteria. The Growth Management approval allows for an area of new gross leasable of 1,861 sq. ft. and a gross retail area of 5,725 sq. ft., with 5,226 of that area allowable as net leasable area, as such term is defined in the Land Use Code. Section 2: Limitation for Restaurant Use A restaurant use is not permitted as part of this approval as a use/ithe "retail area'; however, any future proposed conversion to a restaurant use shall be reviewedaccordance with the Land Use Code in place at the time of application, especially with regard employee generation and mitigation. *� Q�� - "^" lft `�'141""11� 1" a`'""�' -/� �tl�l S►� G vt" o� r\. -� D�T r-p— Section 3: Affordable Houship- itipation�- L-� A fee -in -lieu for affoo able housing mitigation shall be paid at the time of building permit application for 1.55'FTEs in accordance with the fee schedule in place at the time of building permit application. \Z Section 4: Buildin Permit Application (� The building permit application 44r.each.ci � shall include the following: 1. A copy of the final Ordinance and P&7, Resolution. 2. The conditions of approval printed on the cover page of the building permit set. 3. Documentation of applicable approvals and permits for changes to the water and sanitation services (if any) due to the remodel. 4. A construction management plan pursuant to the requirements of the Community Development Department. 5. A fugitive dust control plan to be reviewed and approved by the City Engineering Department. Section 5: Exterior Liahtin Lighting shall be pursuant to the Historic Preservation Minor Development approval pursuant to Resolution No.:Z, Series of 2007. Section 6• All material representations and commitments made by the applicant pursuant to the development proposal approvals as herein awarded, whether in public hearing or documentation presented before the Planning and Zoning Commission or City Council, are hereby incorporated in such plan development approvals and the same shall be complied with as if fully set forth herein, unless amended by an authorized entity. Isis Growth Management Resolution No. _5 Series of 2007 Page 3 of 4 Section 7: This ordinance shall not affect any existing litigation and shall not operate as an abatement of any action or proceeding now pending under or by virtue of the ordinances repealed or amended as herein provided, and the same shall be conducted and concluded under such prior ordinances. Section 8• If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held invalid or unconstitutional in a court ofcompetent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and shall not affect the validity of the remaining portions thereof. Section 9: The City Clerk is directed, upon the adoption of this resolution, to record a copy in the office of the Pitkin County Clerk and Recorder. APPROVED BY THE COMMISSION at its regular meeting on the 6th day of March, 2007. Approved as to Form: Planning and Zoning Commission: John Worcester, City Attorney ATTEST: Jackie Lothian, Deputy City Clerk Isis Growth Management Resolution No. 'lam, Series of'2007 Page 4 of 4 Ruth Kruger, Chairperson Exhibit A- Findings Growth Management Review for Essential Public Facility And Enlargement of a Historic Landmark for Commercial Use The development of an Essential Public Facility, Section 26.040(D)(3) upon a recommendation from the Planning and Zoning Commission shall be approved, approved with conditions, or denied by the City Council based on the following criteria: a) The Community Development Director has determined the primary use and/or structure to be an Essential Public Facility. (See definition.) Accessory uses may also be part of an Essential Public Facility project. Staff Finding: In his letter dated December 22, 2006, (attached), Chris Bendon, Community Development Director finds that the Isis Theatre qualifies as an essential public facility considering the ownership of the property being public and then transferring to a non-profit organization; the purpose and use of the property; and the restriction to additional development on the upper levels of the building in order to preserve the historic resource. Staff finds that this criterion is met. Definition: Essential public facility. A facility which serves an essential public purpose, is available for use by, or benefit of, the general public and serves the needs of the community. b) Sufficient growth management allotments are available to accommodate the uses, pursuant to Section 26.470.030.C, Development Ceiling Levels and Section 26.470.030.D, Annual Development Allotments. Staff Finding: The Isis Theatre will utilize 1,861 square feet of available net leasable area in accordance with the annual development commercial allotments. A majority of the area being converted to retail will come from previously allocated commercial area from the growth management "buckets". Staff finds that this criterion is met. c) The proposed development is consistent with the Aspen Area Community Plan. Staff Finding: The application before the Planning and Zoning Commission stems from the coalescing of several community goals in one project confirmed by the City Council through a memorandum of understanding (MOU) with two other parties, the Isis Property Group and the Aspen FilmFest. The MOU allows for the Isis Theatre to be deed restricted for theatre and other film, performance, public presentations, artistic, educational, nonprofit and other community purposes. A portion of the theatre is converted to retail space that would be "mid -level" retail space. With the loss of Stage III Movie Theatre to a changed use, the community leaders took the opportunity to keep Aspen's only other theatre in operation with a creative partnership with the Aspen FilmFest, who was seeking a home and a Exhibit A, Isis Growth Management, Page I of 4 continued venue. The Isis has long been a social center of movies for all ages, film events, comedy events, speeches and other public presentations. This project is an effort to keep the Isis central to the accessibility by our residents and visitors to these types of community amenities. In the Arts, Culture and Education section, the AACP policies state, "Support the continued vibrancy of the arts in our community", and "Support activities and education for youth". A goal in this section leads to the public sector involvement, by stating, "Ensure the provision of public facilities and services to sustain arts, cultures and education in the community." This project brings the community closer to these goals and policies through a partnership for a well-known historic building to keep its stature and position as a community place for various types of entertainment and public education. A number of other goals are attained through the project in the areas of Historic Preservation and Economic Sustainability. d) A sufficient percentage of the employees expected to be generated by the project are mitigated through the provision of affordable housing or cash -in -lieu thereof in a manner acceptable to the City Council. The Employee Generation Rates may be used as a guideline but each operation shall be analyzed for its unique employee needs. The City Council may waive, or partially waive, affordable housing mitigation requirements as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. Staff Finding: The Isis "Theatre is expected to gain 1.55 FTEs by virtue of the expansion of the internal building area being converted to retail area from theatre related uses. The employee generation rate for retail is 2.6 FTEs / 1000 sq. ft. of Net Leasable (NLA). The final calculated employee generation number for the project is higher than what would normally be generated based upon the language of the Land Use Code that allows the applicant to take a 25% reduction in employee generation on upper floors. The applicants are not taking this reduction. Based on 2007 employee mitigation fees the fee due at the time of building permit would be $195,951. ( With the second floor discount the fee would be $77,975.) It is important to note that the applicants are willing to be restricted to commercial uses without the allowance to use the space for a restaurant. Restaurants have a much higher generation rate at 4.1 FTEs /1000 NLA, requiring a higher fee in lieu. A condition in the resolution notes that, if, in the future a conversion of space to restaurant use is proposed, the project would need to gain Growth Management approvals pursuant to the code in place at that time. The Employee Generation and Fees are as follows: Total Employee Generation: • 1" floor retail conversion of 3,325 sf will result in 2,826 sf of NLA (at 85% of the commercial space will be NLA after netting out areas for storage, circulation, bathrooms, etc.); @ 2.6 FTE / 1,000sf of NLA = 2.6 x 2.826 = 7.348 FTE Exhibit A, Isis Growth Management, Page 2 of 4 • 2,400 sf of second level NLA @ 2.6 FTE / 1000sf of NLA = 2.6 x 2.4 = 6.24 FTE • Total Generation = 7.348 + 6.24 = 13.588 employees generated Total Mitigation Requirement: per section 26. 470.040(C)(1) • First 4 FTE _= 0 employee mitigation; • Next 4 FTE is mitigated at 30% = (4 x .3) = 1.2 FTE to be mitigated; • Remaining 5.588 FTE mitigated at 60% = 3.353 FTE to be mitigated; • Total FTE to be mitigated = 1.2 + 3.35 = 4.55 FTE to be mitigated; • Apply credit for 3 extra FTE already provided with housing = 4.55 - 3 = 1.55 • Category 4 housing in -lieu fee = $124,307 / FTE = 1.55 x $126,420 = $195,951.00 Staff finds this criterion to be met. e) Free -Market residential floor area on the parcel is accompanied by affordable housing units or mitigation pursuant to 26.470.040.C.6, unless otherwise restricted in the zone district. The City Council may waive, partially waive, or establish a different limitation as is deemed appropriate and warranted for the purpose of promoting civic uses and in consideration of broader community goals. Staff Finding: No additional free-market housing (one exists in the building today) is being proposed as part of this project, therefore, no mitigation is necessary. f) The project represents minimal additional demand on public infrastructure or such additional demand is mitigated through improvements proposed as part of the project. Public infrastructure includes, but is not limited to, water supply, sewage treatment, energy and communication utilities, drainage control, fire and police protection, solid waste disposal, parking, and road and transit services. Staff Finding: The Isis "Theatre relies on adequate infrastructure currently serving the uses contained with the site. Any changes to utilities serving the site, such as additional water fixtures, etc. would need to pay appropriate fees for additional services in accordance with the regulations governing such services. 0 Enlargement of a Historic Landmark (Section 26.470.040 (C) (1). The enlargement of a historic landmark building for commercial, lodge, or mixed use development shall be approved, approved with conditions, or denied by the Planning and Zoning Commission based on the following criteria. Some of the criteria are the same as those under Essential Public Facilities and staff discussions are not repeated. a. Sufficient Growth Management - See b, above. b. Consistency with the AACP - See c, above. c. Employee Mitigation -- See d, above. Exhibit A, Isis Growth Management, Page 3 of 4 f d. Free Market Residence -- See e, above. e. All necessary approvals are obtained, pursuant to Section 26.415, Development Involving the Inventory of Historic Sites and Structures. Staff Finding_ On January 16, 2007, the Historic Preservation Commission granted Minor Historic Preservation approval to the Isis Remodel application through Resolution No. 2, Series of 2007, finding that it meets the Historic Preservation Guidelines. Through this resolution the HPC also granted a waiver of parking and finding of compliance with the Commercial Design Guidelines for a commercial building. d. Demand on Infrastructure - See f, above. Exhibit A, Isis Growth Management, Page 4 of 4 December 22, 2006 Mitch Haas Haas Land Planning Jerome Professional Building 201 North Mill Street Aspen. CO 81611 ASreN!Prrxln GwmuNin DF.vR0.—,tfF.NT LIFCRKr &vr Re: Isis Redevelopment Dear Mitch: Pursuant to our ongoing discussions and the Memorandum of Understanding concerning the redevelopment of the Isis Theater into a four -theater operation to be owned by a. public agency and deed restricted in perpetuity as a theater or similar publicly accessible use, it is the Community Development Department's opinion, and my opinion as the Director, that the project contemplated in the MOU qualifies as a Essential Public Facility, as the term is defined in the City's Land Use Code, independent of whether the "notch," as the term is used in the MOU, is part of the development application. As such, all elements of the project, including the retail portion of the project, shall be processed as an Essential Public facility. We have come to this conclusion after reviewing the definition of Essential Public Facility in the Land Use Code, the review criteria applicable to such facilities, and considering, the provisions of the MOU which contemplate public ownership (through a non-profit corporation), the future transfer of ownership of the theaters to Aspen Film Fest — a non profit corporation serving a public interest, perpetual deed restriction for theater or public use of the four remaining theater units within the building, an undivided public ownership interest in the affordable housing units within the: project,, and a perpetual restriction against additional development on upper levels of the buildin edl of which serve a plihlic interest and the needs of tha;icltn�rtG�tlity. Please contact me if you any questions regarding the Essential Public Facility status of this project. Sincerely, Chris Bca4ga,; AICP Community Development Director City of Aspeaa 1-30 SO -1n, (mxh—,k &rsFrr • a1 rt, CotoQarx)-$1611 19i5 - Not;; 97 ):4211 J9 Crnt 4 0:42A:-419 Li(nkvi w, ite Y&q 1'rtcr RESOLUTION NO. 1(AA Series of 2006 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, AUTHORIZING THE CITY MANAGER AND MAYOR TO EXECUTE, ON BEHALF OF THE CITY OF ASPEN, A MEMORANDUM OF UNDERSTANDING WITH THE ISIS PROPERTY GROUP LLC, AND INDEPENDENT FILMS, INC. RELATING TO THE PURCHASE REDEVELOPMENT AND OPERATION OF THE ISIS MOVIE THEATER BUILDING. WHEREAS, there has been submitted to the City Council a proposed Memorandum of Understanding between the City of Aspen, Isis Property Group, LLC, and Independent Films, Inc., (commonly known as Aspen FilmFest), relating to the purchase, redevelopment and operation of the Isis Movie Theater Building; and WHEREAS, after due deliberation and consideration the City Council has determined that it is in the best interest of the City of Aspen to approve said Memorandum of Understanding and authorizes the City Manager and Mayor to execute same on behalf of the City of Aspen. NOW, WHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, that the City Manager and Mayor are hereby authorized to execute on behalf of the City of Aspen the Memorandum of Understanding appended hereto as Exhibit ►;1 Dated::e �//mot - -' — �► '� 11• I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held 2006• Kathryn S. I , City Clerk JPW- saved: 11/21/2006-249-G:\john\word\resos\Isis-MOU.doc MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING made as of 2006 (this "Memorandum") among THE CITY OF ASPEN, a Colorado municipal corporation (the "City"); the INDEPENDENT FILMS, INC., a Colorado nonprofit corporation d/b/a Aspen Filmfest ('AspenFilm"); and ISIS PROPERTY GROUP LLC, a Colorado limited liability company ("Isis Group")-, W-I-T-N-E-S-S-E-T-H: WHEREAS, the Isis Theater Condominium (the "Condominium') is a commercial and residential condominium located in the Isis Theater building (the "Building') at 406 East Hopkins, Aspen Colorado; and WHEREAS, the Condominium comprises four condominium units, including one (1) free-market housing unit (the "Free Market Unit'), two (2) affordable housing units (the "AH Units") and one commercial unit (The 'Commercial Unit"); and WHEREAS, the Commercial Unit comprises two (2) street -level movie theaters (the "Main Theaters"), three (3) lower -level movie theaters (the "Lower Theaters", and collectively with the Main Theaters, the "Theaters") and appurtenant lobby, elevator, concession, restroom, projection and mechanical room spaces; and WHEREAS, AspenFilm is a nonprofit organization, qualified under Section 501(c)(3) of the Internal Revenue Code, which has operated in Aspen for nearly thirty (30) years and which brings artistic, educational and performance programs to the Roaring Fork Valley; and WHEREAS, Isis Group is a for -profit group of local real estate investors and contractors; and WHEREAS, AspenFilm, Isis Group, and the City of Aspen believe that the Theaters, which are the sole remaining commercial theaters in the City of Aspen, are a vital public amenity, and AspenFilm, Isis Group, and the City of Aspen are interested in assuring the continued operation of at least some of the Theaters; and WHEREAS, AspenFilm has substantial experience in presenting film programs in the City of Aspen and in the Roaring Fork Valley, including first run, documentary, foreign, shorts and children's programs; and WHEREAS, in addition to its educational seminars and programs in area schools, AspenFilm presents four main film programs each year, including Aspen Filmfest, Aspen Shortsfest, Academy Screenings and Summerfilms; and WHEREAS, AspenFilm is in need of a permanent home for its presentations; and • • Memorandum of Understanding Page 2 WHEREAS, the City Council of the City of Aspen has determined that it is in the best interests of the citizens and guests of Aspen to participate in the public/private collaboration as set forth herein; and WHEREAS, the City and AspenFilm and Isis Group have agreed in principle on a plan (the "Project") pursuant to which: (a) The City would, through a nonprofit corporation identified by the City (the "Authority"), purchase the Commercial Unit and the AH Units (collectively, the "Property") and the Authority would execute a lease purchase agreement with the City for the Property (the "Authority -City Lease"); (b) The Authority would issue Certificates of Participation ("COP") to public investors in order to finance the purchase, renovation and upgrade of the Theaters and other portions of the Property; (c) The Commercial Unit would be re-condominiumized so that the westerly theater on the main level ("West Main Theater) would become a separate condominium unit and the Lobby (the "Lobby") would be reconfigured, as shown on Exhibit A; 00 The approximately 576 sq. ft. exterior open space (the "Notch"), in the southeast comer of the Building, would be constructed as a two level structure and would become a new entrance to the remaining Theaters and for the AH Units and the Free Market Unit, and its second floor would also be used as an amenity to the theater operations of AspenFilm; (e) The Notch would be identified in the re-condominiumization of the Building as "Commercial Unit V (f) The City would approve and permit through its usual land use approval process the conversion of the West Main Theater to retail use, the Lobby reconfiguration and the construction of the Notch, as set forth herein; (g) The City would sublease to Isis Group the AH Units and that portion of the reconfigured Commercial Unit comprising the West Main Theater and part of the Lobby ("Commercial Unit V), as shown in Exhibit A; (h) The City would sublease to AspenFilm the remaining Main Theater and all of the Lower Theaters ("Commercial Unit 2") along with the Notch; (i) Isis Group and AspenFilm would be responsible for making monthly lease payments to the City, as set forth herein, in an Memorandum of Understanding Page 3 amount equal to the rent and other amounts payable by the City under the Authority -City lease; (j) The City would pay the rent and other amounts payable under the Authority -City lease, provided that the City's annual payment and other financial obligations shall be subject to annual appropriation by the City Council; (k) Isis Group would act as property manager for the Property under a separate management agreement, for a period of one year providing for a market rate management fee payable by Isis Group's retail subtenant and by a pass -through payment to Isis Group of any management fee payable by AspenFilm's commercial theater operator subtenant, but AspenFilm would (i) pay no out-of-pocket management fee, (ii) pay no management fee as to the Notch. Said management agreement shall be automatically extended for successive one year terms for so long as (x) Courtney Lord shall be a member of Isis Group and Isis Group shall own Commercial Unit 1 and (y) the COP financing shall be outstanding on Commercial Units 2 and 3, unless terminated for cause, ("cause" shall be deemed to be (i) charging more than market rate" for goods and services; (ii) failure to manage the Property in according to customary business practices with respect to the management of similar properties ; or (iii) fraud in accounting for fees and costs. In the event there is a disagreement between Isis Group and AspenFilm concerning whether or not cause sufficient for termination exists, upon the request of either Isis Group or AspenFilm, City shall make said determination; provided, however, before such termination may occur, written notice shall be given to Isis Group setting forth the reasons for said claim and Isis Group shall have a period of thirty (30) days from receipt of said notice (the "Cure Period") to undertake efforts to cure the alleged default. Not later than the expiration of the Cure Period, Isis Group shall submit such information or documents to City and AspenFilm as are reasonably necessary to demonstrate that the alleged default has been cured. Upon expiration of the Cure Period, City shall make a determination as to whether or not the cure of the alleged default has been made. If the cure has not been made to City's reasonable satisfaction, the management agreement shall terminate on the last day of the month in which the City's determination was made. WHEREAS, the City, AspenFilm and Isis Group wish to set forth their understanding in principle as to the foregoing matters. follows: Memorandum of Understanding Page 4 NOW, THEREFORE, the City, AspenFilm and Isis Group hereby agree as Acquisition of the Commercial Unit and the AH Units. 1.1 Isis Group and CC Aspen, LLC, an Arizona limited liability company ("CCA") which owns the Property, have entered into that certain Purchase Agreement, dated September 15, 2006 (as amended October 6, 2006)(the "CCA Contract", a true and complete fully -signed copy of which is attached hereto as Exhibit "B"), for the purchase by Isis Group or assigns, from CCA, of the Commercial Unit and the AH Units for the sum of $7,497,000.00 (the "Purchase Price"). 1.2 Not later than closing under the CCA Contract (the "CCA Closing"), Isis Group shall assign to the City or to the Authority, at the City's option, all of Isis Group's rights to the CCA Contract and to the Earnest Money (defined in paragraph 1.6.1 below). 1.3 At the CCA Closing, the Authority shall receive from CCA (pursuant to the terms and conditions of the CCA Contract) a deed to the Property, and the City shall cause such deed to be recorded exempt from the City's real estate transfer tax ("RETT") and Wheeler Real Estate Transfer Tax ("WHRETT"). 1.4 Prior to or simultaneously with the delivery of payment of the purchase price in connection with the CCA Closing, the City shall use its best efforts to cause the Authority to issue Certificates of Participation ("COP") as described at Section 2, below. The proceeds from the COP shall be delivered to Pitkin County Title, Inc., which shall act as closing and escrow agent for the purchase of the Property. 1.5 At the CCA Closing, AspenFilm shall cause to be delivered to Pitkin County Title, Inc., the sum of Three Hundred Fifty Thousand ($350,000.00) Dollars as its cash contribution towards the purchase of the Property. 1.6 At the CCA Closing, Isis Group shall cause to be delivered to Pitkin County Title, Inc., the sum of Eight Hundred Fifty Thousand ($850,000.00) Dollars as its cash contribution towards the purchase of the Property. Isis Group shall receive credit against this obligation for any earnest money paid by Isis Group to Pitkin County Title prior to closing. Of the $850,000.00 referenced in this section and in section 1.7 as the Isis Group Cash, it is understood that $50,000.00 shall be contributed by Isis Group to AspenFilm or City as a charitable contribution; and $200,000.00 shall be donated by one or more third parties. 1.7 At the CCA Closing, the Authority shall, out of the COP proceeds and cash from Isis Group and AspenFilm, make the following payments or establish the following accounts for future expenditures: Proiect Costs: Amount: a. Purchase $7,497,000 b. COP Issuance Costs 400,000 • • c. Housing Mitigation d. Retail Construction e. Leasing Commission f. Architectural Fees g. LegalFees h, Planning Fees i. Debt Service While under construction j. Notch Construction k. Contingency Total: Sources: Memorandum of Understanding Page 5 323,000 550,000 180,000 25,000 50,000 15,000 300,000 700,000 50,000 $10,090,000 Isis Group Cash $850,000 AspenFilm Cash 350,000 COP Proceeds 8,890,000 Total: $10,090,000 1.8 At the CCA Closing, the City shall use its best efforts to cause the Authority to provide the funding for Closing as set forth herein and to consummate this transaction. Should the Authority fail to provide such funding, Isis Group may at its option proceed to Closing under the CCA Contract or terminate the CCA Contract pursuant to its terms. 1.8.1 Should the Authority fail to provide the COP funding, or should the Authority or the City fail to provide funding from any other source, necessary to close the transaction at the CCA Closing (February 16, 2007, or as extended by consent of the parties), and Isis Group elects to terminate the CCA Contract by the CCA Closing (February 16, 2007, or as extended by consent of the parties), the City shall reimburse the Isis Group the amount of Three Hundred Thousand Dollars ($300,000.00) as, and for all of its costs, expenses and professional fees arising from and relating to this transaction and this Agreement shall terminate, subject to the following: notwithstanding the termination of this MOU due to City's failure to provide the funding, if Isis Group acquires the Isis Building, the provisions of Paragraphs 6.1 and 7 hereinafter, shall survive such termination and be honored by City. 1.8.2 Should the Authority fail to provide the COP funding, or should the Authority or the City fail to provide funding from any other source, necessary to close the transaction at the CCA Closing, and Isis Group elects to proceed to close on the CCA Contract (February 16, 2007, or as extended by consent of the parties), the City shall reimburse the Isis Group the amount of any additional costs, expenses and professional fees resulting therefrom, including the difference in the cost of and interest on the bridge and/or substitute financing obtained by Isis Group to complete the CCA Closing; provided that the amount does not exceed twenty-five thousand dollars ($25,000.00). Memorandum of Understanding Page 6 1.9 Should Isis Group fait to close for any reason, City shall have the option to close on the CCA Contract or cause the Authority to do so and if City closes, City shall reimburse to Isis Group all its earnest money deposits paid in connection with the CCA Contract and this Agreement. 1.10 Isis Group covenants that it shall be prepared to proceed to closing and that all conditions precedent to closing have been performed by the appropriate parties. In the event that the closing needs to be continued, for any reason, Isis Group shall take all steps necessary to obtain a continuance of the closing from CCA Aspen, LLC. 1.11 Isis Group shall, prior to the closing of the purchase from CCA, have the right to assign its interests in this Agreement and any leases or other documents executed in connection thereto; provided, however, that, with the exception of the Isis Retail Group, LLC (Courtney Lord, Phil Holstein and John Olson, as partners) and the current theater tenant/operator as a partner for which approval is hereby granted, the City has the right to approve the assignment in writing which approval may be granted or withheld at City's sole discretion. Isis Group shall provide a copy of the document of assignment, which shall include the acceptance by said entity of the rights and obligations so assigned and its affirmative covenant to perform the provisions of the agreements assigned. 2. Certificate of Participation Financing. 2.1 The City shall cause the Authority to issue the COP in an amount as set forth at Section 1.7, above, through the City's underwriter Stifel, Nicholaus & Co. ("Stifel"). The COP shall be 30-year, self -amortizing obligations, and the City shall endeavor to market the COP so that they shall bear a coupon rate of approximately 6% per annum, shall be callable in whole or in part, at par value, at the City's option at any time after one hundred twenty (120) months, and shall contain such optional defeasance provisions as are customary for municipal finance obligations. 2.1 The Certificates of Participation shall contain the following, or similar, language: This certificate is not an obligation of the City of Aspen, and the City of Aspen is not obligated by the lease to make any payments in any fiscal year beyond the fiscal year for which funds are appropriated for the payment thereof or to make payments from any funds of the City of Aspen other than funds appropriated for the payment of current expenditures. All payment obligations of the City of Aspen under the lease, including, without limitation, the City of Aspen's obligation to pay rentals, are from year to year only and do not constitute multiple -fiscal year direct or indirect debt or other financial obligation of the City of Aspen. The lease is subject to annual renewal or cancellation at the option of the City of Aspen and will be terminated upon the occurrence of an event of nonappropriation. In such event, all payments from the City of • Memorandum of Understanding Page 7 Aspen under the lease will terminate, and this certificate will be payable from such moneys, if any, as may be held by the trustee under the indenture and any moneys made available from liquidation of the Building or Property in whole or in part. Upon the occurrence of an event of nonappropriation or an event of default under the lease, there is no assurance of any payment of this certificate. 2.2 The City shall be responsible for coordinating with Stifel such disclosures regarding the City, the Authority, the Property and these transactions as counsel to the City and counsel to Stifel shall deem appropriate, and while AspenFilm and Isis Group shall have the right and opportunity to review and comment on such disclosures and the COP documents generally, neither AspenFilm nor Isis Group shall be legally responsible for such disclosures or any deficiencies therein. 2.3 The base rent payable by AspenFilm and Isis Group under their respective subleases shall be equal to the base rent payable by the City under the Authority -City Lease, which shall be equal to the principal and interest due on the COP. The following table sets forth the allocation of responsibility for AspenFilm and Isis Group for the repayment of base rent payable under the Authority -City Lease and the current estimate of the annual payments required from each of them: Est. Annual % Allocation Amount Repayments AspenFilm 34.87 3,100,000 225,147 Isis Group 65.13 5,790,000 415,582 8,890,000 640,729 (The AspenFilm allocation amount is referred to hereinafter as the "AspenFilm Base Rent Allocation" and the Isis Group allocation amount is hereinafter referred to as the "IG Base Rent Allocation") For the first five (5) years of the Base Rent Allocation payments made by AspenFilm, the City shall reimburse AspenFilm for the payment amount attributable to $100,000.00 of the total AspenFilm Base Rent Allocation. Following the fifth year of the AspenFilm Base Rent Allocation, AspenFilm shall be responsible for the full amount of the AspenFilm Base Rent Allocation. The Authority -City Lease and the AspenFilm and Isis Group subleases shall be triple net leases. In addition to base rent, AspenFilm and Isis Group shall be obligated to pay their proportionate share, based on the allocations above, of the costs of administering the COP financing. 2.4 The parties hereto understand that the financial figures set forth in this Memorandum of Understanding are best estimates. In the event that the actual cost of the COP issuance costs is less than the estimate as set forth in Section 1.7, above ($400,000), any such savings shall used be to reduce the AspenFilm Base Rent Allocation and IG Base Rent Allocation in a prorated fashion • u Memorandum of Understanding Page 8 according to the total amounts of the AspenFilm Base Rent Allocation and IG Base Rent Allocation. All other savings realized from the estimates as set forth in Section 1.7 shall be returned to Isis Group. If savings are identified in the total Project costs prior to Dosing and the issuance of COP, the amount of COP financing and the amount of base rent payable under the Authority -City Lease shall be reduced accordingly. 2.5 The Isis Group and AspenFilm hereby acknowledge that the Certificates of Participation to be issued in accordance with this Memorandum of Understanding shall not be an obligation of the City of Aspen, and the City of Aspen shall not be obligated by any lease document to make any payments in any fiscal year beyond the fiscal year for which funds are appropriated for the payment thereof_ All payment obligations of the City in accordance with this Memorandum of Understanding or any other document contemplated to be executed by the City pursuant to this Memorandum of Understanding shall be from year to year only and shall not be constitute multiple -fiscal year direct or indirect debt or financial obligation of the City. Any and all documents contemplated by this Memorandum of Understanding to be executed by the City shall be terminable upon the occurrence of an event of nonappropriation. 2.6 Stifel has brought to the attention of AspenFilm and Isis Group that neither AspenFilm nor Isis Group would have, as subtenants of the Authority, customary nondisturbance protections in the event of the City's default under the Authority - City Lease. The City shall use its best efforts to arrange for such protections in one or more auxiliary agreements satisfactory to AspenFilm and Isis Group. In any event, the COP documents shall provide that in the event of the City's default under the Authority Lease, by nonappropriation for any reason: 2.6.1 During the first ten years AspenFilm and Isis Group, shall have the right to purchase their respective individual Commercial Units for an amount equal to the sum of the AspenFilm Base Rent Allocation and IG Base Rent Allocation, respectively, for the then -outstanding principal amount of their respective portions of the COP, all accrued and unpaid interest on the COP and all costs of paying off the COP, and regardless of any preclusion against prepayment or redemption, within ninety (90) days of notice from the COP indenture trustee stating that an event of default by the City has occurred under the Authority -City Lease; provided that both parties exercise their right to purchase at the same time or, if either Isis Group or AspenFilm does not exercise its right to purchase, the exercising -party shall have the right to purchase the non -exercising party's Unit(s) by giving notice at the same time that the exercising -party exercises its right to purchase its Unit(s) that said exercising -party wishes to exercise its right to acquire the non -exercising party's Unit(s). 2.7 COP proceeds that are not expensed at the CCA closing, including, but not limited to the amount allocated to "Notch Construction," shall be held by the trustee for the COP financing and deposited in one or more segregated accounts • • Memorandum of Understanding Page 9 and invested in accordance with the City's approved investment policies. All of such funds shall be available to the parties, as required, on a next -day basis. All interest income shall be attributed to and made available to the remaining Project costs except for interest income on the amount of the COP proceeds attributable to the Notch construction (as the same may be reduced by expenditure on the Notch) which shall be attributed to and applied against AspenFilm's obligations on the COP. 2.8 City shall account for all COP proceeds, cash contributions, and all Project cost disbursements. City shall prepare periodic financial reports, no less than monthly during the period of construction of the retail space and Notch (if constructed at the same time). All requests for disbursements from Project funds shall be evidenced by an invoice. Isis Group and AspenFilm shall have reasonable access to City accounting records during normal business hours. 3. Recondominimization of the Commercial Unit and the Notch. 3.1 The parties hereto understand that the Building and Property need to be recondominiumized before the CCA closing and issuance of the COP (the "Recondominiumization"). Isis Group and AspenFilm shall submit to the City applications to recondominiumize, through an administrative proceeding, the Commercial Unit so that: The West Main Theater and a portion of the Lobby becomes Commercial Unit 1; The Remaining Theaters become Commercial Unit 2; and The Notch becomes Commercial Unit 3. 3.2 The Isis Group, with the advice and consent of the City and AspenFilm, shall be responsible for preparing and processing the recondominiumization application. All additional square footage created, including mezzanine space and non - common -area Notch space, shall be included in recalculation of prorata shares under the condominium documents. The costs of preparing and processing the requisite land use application shall be paid by the Authority from COP Proceeds. 3.3 The Isis Group shall pay any and all costs, anticipated or unanticipated, of any kind or nature including without limitation the costs of recondominiumization), of (a) converting the West Main Theater to retail space, (b) reconfiguring the theater lobby as a result of (a) above (c) paying to the theater operator any sums owed to such operator in connection with the buyout of such operator's right to use the West Main Theater, and (d) any rent abatement or other concessions, fees, costs, or sums demanded by such theater operator in connection with any construction or conversion activities pursued by Isis Group. Isis Group shall indemnify, defend and hold City, the Authority, and AspenFilm harmless against any and all claims, causes, liens, damages and costs (including without limitation Memorandum of Understanding Page 10 attorney's fees and costs) in connection with such buyout, conversion and construction. Until such time as the redevelopment of the West Main Theater occurs and the rent payable for the existing theaters is reduced by 30% pursuant to the theater operators existing lease by reason of Isis Group's notice to the theater operator that Isis Group is buying out the West Main Theater AspenFilm and Isis Group shall apportion all rent payable by such theater operator so that Isis Group receives thirty (30%) percent of all rents and triple net charges payable pursuant to such existing lease. 4. Subleases to Isis Group and AspenFilm. 4.1 Commercial Unit 1 and AH Units. Not later than the CCA Closing, the City and Isis Group shall enter into a sublease (the "Isis Group Sublease") for Commercial Unit 1 and the AH Units. Such Sublease shall provide, among other things, that: 4.1.1 Monthly fixed rent under the Isis Group Sublease shall be an amount equal to the one -sixth of the semi-annual debt service payable on the IG Base Rent Allocation. The term of the sublease shall be thirty (30) years. 4.1.2 Monthly fixed rent under the Isis Group Sublease shall commence as of the date of the COP financing closing, subject to the provisions contained herein. 4.1.3 In addition to monthly fixed rent, Isis Group shall pay all operating costs, its prorated share of assessments for maintenance costs for the building, real estate taxes and casualty and liability insurance premiums, repair or replacement costs in the event insurance proceeds are insufficient and COP administrative costs for the AH Units and Commercial Unit 1. Under no circumstance shall the City or the Authority be liable or responsible for any of such operating costs, real estate taxes or casualty or liability insurance premiums or for any other costs of owning or operating the AH Units or Commercial Unit 1. 4.1.4 In addition to monthly fixed rent as set forth at Section 4.1.1, above, and the operating costs described in Section 4.1.3, above, Isis Group shall monthly pay the City $250.00 as and for a Capital Reserve Fund as described below at Section 9. 4.1.5 Commercial Unit 1 shall be deed restricted to prohibit restaurant uses, unless appropriate mitigation is paid to the City pursuant to the City Land Use Code in effect at the time of requested conversion to that use; and, provided further, that the City Council, in its sole discretion approves such a change in use. Memorandum of Understanding Page 11 4.1.6 The City shall enter into with any under -subtenant of Isis Group, upon Isis Group's request, a reasonable nondisturbance and attomment agreement providing that in the event that Isis Group defaults under the Isis Group Sublease (after notice and Isis Group's failure to cure) and Isis Group forfeits, to the City, Isis Group's rights under the Isis Group Sublease, then the City shall recognize such under -subtenant as a direct obligor to the City and the City shall not disturb such under-subtenant's rights under its under -sublease for so long as such under -subtenant timely performs all of its obligations thereunder; provided, however, that any such nondisturbance agreement shall be subject to provisions similar to those set forth in section 2.6 hereof. 4.1.7 Isis Group shall assign to the City all rents from any under -subleases, up to the amounts due under the sublease between Isis Group and City, but Isis Group shall be entitled to collect such rents for so long as Isis Group timely pays its monthly sublease payments to the City. 4.1.8 The Isis Group Sublease shall provide that Isis Group shall use commercially reasonable efforts to sublease Commercial Unit 1 to one or more tenants that are deemed "mid -level" retail uses_ The City and Isis Group shall include as part of the Isis Group Sublease, a reasonable definition of "mid -level retail tenant" for this purpose. 4.1.9 Isis Group shall have the right (provided that Isis Group is not in default, after notice and the expiration of any applicable cure period, under the Isis Group Sublease) to purchase the AH Units and Commercial Unit 1 ,(a) at any time after ten (10) years from the date of COP issuance, for an amount equal to the then -outstanding principal balance of the IG Base Rent Allocation and any accrued and unpaid interest thereon; and (b) provided that AspenFilm exercises its right to purchase Commercial Units 2 and 3 concurrently, at any time prior to ten (10) years by defeasing the IG Base Rent Allocation with United States Treasury securities in amounts and maturities sufficient to service the IG Base Rent through ten (10) years from the date of COP issuance and to retire the IG Base Rent Allocation as of the first business day of the eleventh (11t) year. It is understood that Isis Group's rights as to the retirement of the IG Base Rent Allocation and as to obtaining title to the AH Units and Commercial Unit 1 shall be analogous to its rights under a "contract for deed" purchase of real estate. If the above rights are not exercised prior to the expiration of the term of the sublease, upon such expiration, Isis Group shall have the right to purchase Commercial Unit 1 for ten ($10.00) dollars. 4.1.10 Any fee simple transfer of Commercial Unit 1 or either of the AH Units by the City or the Authority to Isis Group or its successor shall be exempt from RETT, WHRETT and any other City -imposed real estate transfer tax in effect at the time of such transfer. Memorandum of Understanding Page 12 4.1.11 The Isis Sublease shall provide and be subject to reasonable assignment rights for the sub -tenants_ 4.1.12 In the event of any default by or transfer (in what ever form) of its fee simple interest in Commercial Unit 1 by Isis Group, or in the event of the transfer of any controlling or majority membership interest in Isis Group (in one or more transactions) to persons or entities who were not members of Isis Group at the time of its execution of the Sublease, AspenFilm shall have a first right to negotiate the terms of acquisition of such fee simple interest or membership interest by AspenFilm. The terms of said rights shall be set forth in the lease between AspenFilm and the City. 4.2 Commercial Unit 2 and the Notch. Not later than the CCA Closing, the City and AspenFilm shall enter into a sublease (the "AspenFilm Sublease") for Commercial Unit 2 and the Notch. The AspenFilm Sublease shall provide, among other things, that: 4.2.1 Monthly fixed rent under the AspenFilm Sublease shall be an amount equal to one -sixth of the semi-annual debt service payable on the AspenFilm Base Rent Allocation. The term of the AspenFilm Sublease shall be thirty (30) years. 4.2.2 Monthly fixed rent under the AspenFilm Sublease shall commence as of the date of the COP financing closing. 4.2.3 In addition to monthly fixed rent, AspenFilm shall pay all operating costs, its prorated share of assessments for maintenance costs for the building, real estate taxes (subject to partial or complete abatement as provided below) and casualty and liability insurance premiums, repair or replacement costs in the event insurance proceeds are insufficient and COP administrative costs for Commercial Unit 2 and Commercial Unit 3. Under no circumstance shall the City or the Authority be liable or responsible for any of such operating costs, real estate taxes or casualty or liability insurance premiums or for any other costs of owning or operating Commercial Unit 2 and Commercial Unit 3. 4.2.4 In addition to monthly fixed rent as set forth at Section 4.2.1, above, and the operating costs described in Section 4.2.3, above, AspenFilm shall monthly pay the City $150.00 as and for a Capital Reserve Fund as described below at Section 9. 4.2.5 In the event of AspenFilm's default under the AspenFilm Sublease (after notice and AspenFilm's failure to cure such default), and in addition to AspenFilm's forfeiture of its subleasehold interest in Commercial Unit 2 and Commercial Unit 3, AspenFilm shall be liable for an amount not to exceed six (6) months' fixed rent under the AspenFilm sublease. u Memorandum of Understanding Page 13 4.2.6 AspenFilm shall have the right to assign its rights under the AspenFilm sublease (a) without the City's consent, to any other nonprofit entity which succeeds generally to the mission and the practices of AspenFilm, and (b) with the City's consent, which shall not be unreasonably withheld, conditioned or delayed, to any other person or entity. 4.2.7 Commercial Unit 2 and Commercial Unit 3 shall be utilized only for the purpose of operating movie theaters, subject, however, to occasional use for live performances, community events, meeting rooms, speeches, auxiliary uses for AspenFilm presentations and other artistic, educational, nonprofit or community purposes. The specific allowed uses for Commercial Unit 3 shall be determined after it is constructed, but shall include the above stated uses and, in addition, may be used for a cafe bar or other similar use. 4.2.8 AspenFilm shall operate, or shall cause to be operated, the theaters in Commercial Unit 2 reasonably continuously and during such times and hours as a commercial or nonprofit theater would operate, subject, however, to closures for refurbishing, repair, equipment servicing, closures caused by casualty or condemnation or by the bankruptcy, or insolvency of or failure to operate by an operating under -subtenant. AspenFilm's failure to operate for six (6) consecutive months shall be deemed an event of default subject, however, to notice of such default and AspenFilm's failure to cure such default within six (6) additional consecutive months. 4.2.9 The City shall enter into with any under -subtenant of AspenFilm, upon AspenFilm's request or the request of the under -subtenant of AspenFilm, a reasonable nondisturbance and attomment agreement providing that in the event that AspenFilm defaults under the AspenFilm Sublease (after notice and AspenFilm's failure to cure) and AspenFilm forfeits, to the City, AspenFilm's rights under the AspenFilm Sublease, then the City shall recognize such under -subtenant as a direct obligor to the City and the City shall not disturb such under -subtenants rights under its under - sublease for so long as such under -subtenant timely performs all of its obligations thereunder; provided, however, that any such nondisturbance agreement shall be subject to provisions similar to those set forth in Section 2.6 hereof_ 4.2.10 AspenFilm shall assign to the City all rents from any under -subleases, but AspenFilm shalt be entitled to collect such rents for so long as AspenFilm timely pays its monthly sublease payments to the City. 4.2.11 The City shall from time to time, and at AspenFilm's request, cooperate with AspenFilm in negotiating with the Pitkin County Assessor a partial or complete real estate tax abatement for Commercial Unit 2 and Commercial Unit 3. It is understood that (a) partial real estate tax • • Memorandum of Understanding Page 14 abatement shall be grounded in usage rights granted to AspenFilm for its nonprofit activities by the commercial under -subtenant in exchange for rent reductions granted under such commercial under-subtenant's under - sublease with AspenFilm, and that (b) complete real estate tax abatement shall be appropriate while AspenFilm operates Commercial Unit 2 and Commercial Unit 3 solely or substantially for not -for -profit purposes. 4.2.12 AspenFilm shall have the right (provided that AspenFilm is not in default, after notice and the expiration of any applicable cure period, under the AspenFilm Sublease) to purchase Commercial Units 2 and Commercial Unit 3,(a) at any time after ten (10) years from the date of COP issuance, for an amount equal to the then -outstanding principal balance of the AspenFilm Base Rent Allocation and any accrued and unpaid interest thereon; and (b) provided that the Isis Group concurrently exercises its right to purchase Commercial Unit 1, at any time prior to ten (10) years by defeasing the AspenFilm Base Rent Allocation with United States Treasury securities in amounts and maturities sufficient to service the AspenFilm Base Rent Allocation through ten (10) years and to retire the AspenFilm Base Rent Allocation as of the first business day of the eleventh (11"') year. The right to purchase as described herein shall be conditioned upon the purchase of both Commercial Unit 2 and Commercial Unit 3 at the same time. It is understood that AspenFilm's rights as to the retirement of the IG Base Rent Allocation and as to obtaining title to Commercial Units 2 and Commercial Unit 3 shall be analogous to its rights under a "contract for deed" purchase of real estate. 4.2.13 Any fee simple transfer of Commercial Unit 2 and Commercial Unit 3 by the City or the Authority to AspenFilm shall be exempt from RETT, WHRETT and any other City -imposed real estate transfer tax in effect at the time of such transfer. 4.2.14 In the event of any default by or transfer (in what ever form), to any for - profit entity, of its leasehold or fee simple interest in Commercial Unit 2 or Commercial Unit 3 by AspenFilm, Isis Group shall have a first right to negotiate the terms of its acquisition by Isis Group. The terms of said rights shall be set forth in the lease between Isis Group and the City. 5. Deed Restrictions; Perpetual City Fractional Ownership of AH Units. Contemporaneously with the filing of the Recondominimization plat (the "Amended Plat') and the amended Condominium Declaration of the Isis Building Condominium (the "Declaration Amendment'), the City and either Isis Group or AspenFilm (as the context may require) shall record, in the real estate records of PAkin County, covenants containing perpetual restrictions as provided in Sections 5.1 through 5.5. • u Memorandum of Understanding Page 15 5.1 Commercial Unit 1 shall be deed restricted (the "Retail Space Deed Restriction") to retail uses, and restaurant uses therein shall be specifically prohibited, unless the required affordable housing mitigation is paid as required by City regulations as they may exist at that time; and, provided further that the City Council, in its sole discretion, consents to such a change. 5.2 Commercial Unit 2 and Commercial Unit 3 shall be deed restricted (the "Theater Deed Restriction") to those uses identified in Section 4.2.7, above; subject, however, to other uses which may be necessary or appropriate in the event of technological, sociological or economic changes rendering theater use obsolete or impracticable. In the event that AspenFilm determines that the deed restriction for Commercial Unit 2 or Commercial unit 3 needs to be amended to permit uses not originally contemplated (theater, performance, artistic, educational, and community uses), it shall so notify the Aspen City Council and the Aspen City Council shall, in its sole discretion, approve or deny any amendments to the deed restrictions on the uses permitted for Commercial Unit 2 or Commercial Unit 3. 5.3 AspenFilm shall have the first right to select a tenant who will lease an AH Unit as it becomes available from time to time, subject to Housing Office standards, for its employees and for Theater employees. The City will have the second right to select a tenant who will lease an AH Unit subject, to Housing Office standards, for its employees. Isis Group shall have the third right to select a tenant who will lease an AH Unit subject to Housing Office standards, for its employees. AspenFilm and City shall both be given notice by Isis Group at the time Isis Group learns of an upcoming vacancy of any AH Unit and both shall have the same 30 days from the giving of said notice to exercise said rights by providing written notice to Isis Group within said 30 day period. Isis Group shall provide said notice upon learning of an upcoming vacancy, but not earlier than ninety days from the expiration date of the existing lease on the AH Unit that will become vacant. The rights granted above shall be subject to Isis Group's (as the landlord under the leases for the AH Units) ability to deliver the AH Unit in the event of difficulties which may be encountered with the existing tenant. The City shall be responsible for amending the current deed restrictions for the AH Unit. 5.4 Upon the transfer by the Authority or the City of fee simple title, to Isis Group or its successor, to the AH Units, such transfer shall be subject to a conveyance by the City or the Authority to the Aspen/Pitkin County Housing Authority, of a '/2 of 1 % undivided ownership interest in each of the AH Units. 5.5 Any further development on the Building's roof shall be prohibited through a recorded deed restriction, unless the consent of the City is obtained_ The City Council of the City shall have sole discretion in approving or denying any amendments to the deed restriction. For the purpose of this Section 5.5, the "roof" shall mean the plane of the Building on which the Free Market Unit, the AH Units, decking and mechanical elements (as well as any replacement therefore) are now located. Memorandum of Understanding Page 16 5.6 The deed restrictions for Commercial Units 1, 2, and 3 shall contain a prohibition from changing the name of the Building from its current name; to wit: "Isis". The deed restriction for Commercial Units 2 and 3 shall contain language prohibiting AspenFilm from selling or granting naming rights to any portion of Commercial Units 2 or 3, including, but not limited to the interior theaters without the consent of the City Council. In granting or denying its consent to such naming rights, the City Council shall take into consideration the reasonable needs of AspenFilm, but shall have absolute discretion in its decision. 6. Employee Housing Mitigation. 6.1 Isis Group shall pay to the City, from amounts received by it upon issuance of the COP, a monetary sum in full satisfaction of the City's employee housing mitigation requirements, determined in accordance with the City's land use code, in connection with the conversion of the West Main Theater to retail uses. Such cost shall be paid in full when Isis Group obtains its building permit for such conversion. 6.2 The parties hereto believe the Notch construction to be an essential public facility under the City's land use code and therefore exempt from the City's employee housing mitigation requirements. The parties acknowledge, however, that the determination as to the character of the Notch is within the Aspen City Council's quasi-judicial authority and shall be made in the normal course of a land use application. 7. Community Development Office Priority Consideration and Approvals. The City acknowledges that time is of the essence as to the Recondominiumization, the conversion of the West Main Theater to retail space, the reconfiguration of the Lobby and the construction of the Notch. Accordingly, the City agrees that all plans and submissions of Isis Group or Isis Group and AspenFilm shall be given first priority for consideration by the City's Community Development Office and for approvals and issuance of building permits, and that no such submissions shall be subject to the customary rule of "first in time. Should the land use or building permit approval process for the proposed improvements extend beyond one -hundred -twenty (120) days from the submission date of complete land use application for the conversion of the West Main Theater to retail use and a complete building permit application for the necessary physical changes for such conversion or one -hundred -eighty (180) days from the submission date of a complete land use application for the "Notch' addition and a complete building permit application for the necessary physical changes for such addition, all rents due the City on Units affected by such delay shall be abated until the required approvals are issued by the City. The Isis Group or AspenFilm, as applicable, shall be reasonably responsive to City building permit plan review comments and shall submit requested corrections in a timely manner. During said period of abatement, the lessees under the subleases shall be liable to the City only for those amounts collected from any sub -lessee in the subject Unit at that time, and no more. Isis Group's application for conversion of the West Main Theater shall not be deemed incomplete Memorandum of Understanding Page 17 due to any deficiencies in the portion of the application related to the Notch or the ticket - sale kiosk. 8. [Development of the Notch Space. Isis Group estimates that the cost of re- developing Commercial Unit 3, the Notch, is $700,000.00 for which $450,000.00 of COP proceeds and $250,000.00 from cash made available by Isis Group at the CCA Closing shall be dedicated for this purpose. It is understood that the Notch shall be two story addition to the southeast comer of the Building developed to accommodate a new entrance to the Free Market Unit within the building, the AH Units, the uses set forth at Section 4.2.7, above, and the new entrance to the Theaters within Commercial Unit 2. The parties hereto agree to the following with respect to the construction of the Notch: (a) Isis Group shall construct the Notch contemporaneously with the redevelopment of Commercial Unit 1. The cost of constructing the Notch shall be at a cost equal to its actual subcontractors' costs plus three and one half (3.5%) percent. (b) Isis Group shall be responsible for all architectural and construction contracting and construction management of the Notch to ensure a final product consistent with the approved plans for the Notch. (c) Isis Group and AspenFilm shall have the right and obligation to consult with the project architect for the design and development of the Notch and shall promptly give their comments and feedback regarding the Notch design and on plans for the development of the Notch. In case of an impasse among the parties regarding acceptable Notch design, the City shall have the power to approve final Notch design and plan. Isis Group and AspenFilm acknowledge that final design approval and permitting for the Notch shall require approval of the City through the standard design review process as set forth in the City Land Use Code and applicable building codes. (d) In the event that the cost of the Notch, including architectural, engineering and planning fees, exceeds the budgeted amount of $700,000.00, the parties shall come to an agreement on the allocation of the cost overruns; provided that the City shall not be responsible for same. Any savings in the cost of the construction of the Notch shall be returned to the parties to this Memorandum (or third parties, if any) in the proportion that the funds are provided by the parties (or third parties) for the construction of the Notch. (e) The demising wall between Commercial Unit 1 and Commercial Unit 2 shall be moved easterly approximately 5 feet as shown in Exhibit C appended hereto at the time of the redevelopment of Commercial Unit 1. (f) AspenFilm and the tenantioperator of the theaters shall agree on the operation of the Notch which said agreement shall include terns and conditions relating to common area maintenance costs; the cost of providing and maintaining fixtures, furniture and equipment; revenue generation and expenses; • E Memorandum of Understanding Page 18 access to the first and second floor of the Notch, and lease terms. AspenFilm hereby agrees as part of its negotiations with the current tenant/operator of the theaters that it will ensure that the City is provided access and usage rights to the second floor of the Notch for free at any time that the second floor of the Notch is not being used by either AspenFilm or the current tenant/operator of the theaters. In the event that AspenFilm and the current tenant/operator of the theaters are unable to come to an agreement on the operation of the Notch as described in this section, the City shall arbitrate the impasse between the parties and shall have the power to approve a final negotiated agreement for the parties. 8.1 The parties hereto acknowledge that the construction of the Notch is dependant upon the ability to raise private contributions of $250,000.00 towards the total estimated cost of $700,000.00; obtaining approval for the creation of the Notch from the other owner of a condominium unit in the Isis Building, and, an agreement between Isis Group and AspenFilm on the design, construction, operation, and allocation for any construction cost overruns . The parties hereto further acknowledge that pledges for the full amount of $250,000.00 have not been received as of the date of this Memorandum of Understanding. Accordingly, notwithstanding the previous provisions of this Memorandum of Understanding that contemplate the construction of the Notch contemporaneous with the redevelopment of Commercial Unit 1, the parties further agree to the following provisions in the event that City determines on or before December 15, 2006, that the Notch can not be built because (a) the private contributions have not been made or pledged to the satisfaction of the City; (b) the parties are unable to agree on the design, construction, operation, or allocation for any construction cost overruns or savings of the Notch; (c) the other condominium unit owner has not consented to the creation of the Notch as a condominium unit; or (d) any other reason determined by the City: (a) The amount to be delivered by Isis Group at the CCA Closing pursuant to Section 1.7, above, shall be $600,000.00; (b) The amount of the COP proceeds identified in Sections 1.7 and 2.3 above shall be reduced by $100,000.00 to reflect a similar reduction in the AspenFilm Base Rent Allocation; (c) The City's obligation to reimburse AspenFilm for the first five (5) years of the amount attributable to $100,000.00 of the total AspenFilm Base Rent Allocation referenced at Section 2.3, above, is extinguished. (d) The parties shall proceed with the redevelopment of Commercial Unit 1 as contemplated and set forth in that certain Lease between The Isis, LLC and Rocky Mountain Resort Cinemas, Inc., dated May 28, 2002; and, specifically, Exhibit G, appended thereto. 9. Capital Reserve Fund. The City shall establish a Capital Reserve Fund to be funded by monthly payments made by Isis Group in accordance with Section 4.1.4 and • • Memorandum of Understanding Page 19 AspenFilm in accordance with Section 4.2.4. Such reserve fund shall be in the name of the City until such time as title to the Property and Building are conveyed to both Isis Group and AspenFilm. Upon conveyance of Commercial Units 1,2 and 3, the balance of the fund shall be transferred back to Isis Group and AspenFilm in the same proportion that it was funded. The fund shall be applied as necessary to pay the costs of capital repairs or improvements over the life of the building. The funds may be used as required and as determined by the City upon the request and/or advice of AspenFilm and Isis Group for such purposes as roof, exterior walls, interior bearing walls, the building foundation, the plumbing, water sewer, electrical, heating or ventilation systems, including replacement of fixtures and equipment. The City shall have no responsibility for any capital repairs and improvements notwithstanding the fact that the City shall maintain this Capital Reserve Fund. in the event of insufficient capital reserves, the City may, in its sole and exclusive discretion, use other funds within its control to undertake such necessary repairs or improvements_ The City may require reimbursement from the parties in amounts that the City, in its sole discretion, deem fair under the circumstances. Should a disagreement arise between the parties conceming the necessity for any repair or capital improvement, or the allocation of the cost of such repair or improvement, the City shall have ultimate decision -making authority with regard to the same. 10. Fees and Costs. All of the fees and costs of the COP financing shall be payable from the COP proceeds. Except for the $50,000 line item for "Legal Fees" set forth at Section 1.7, each party hereto shall pay the fees and costs of its own legal counsel provided, however, that the fees and costs of the City's bond counsel (for the COP financing) shall be paid out of the COP proceeds. It is understood that except for the fees and costs to be paid out of COP proceeds, as identified in Section 1.7, above, each party shall be responsible for any additional costs or fees not identified herein which can be specifically related to, or associated with, Commercial Unit 1, Commercial Unit 2 or Commercial Unit 3. 11. Non -Exclusive Memorandum; Further Assurances; Ratification. This Memorandum is intended to set forth the material terms and conditions of the transactions which are generally described herein, but this Memorandum is not intended to be exhaustive in scope. It is understood that the COP documents, the Isis Group Sublease, the AspenFilm Sublease, the Recondominiumization documents, the deed restrictions described herein, and a variety of other instruments and agreements will require preparation, negotiation and execution and delivery prior to the completion of the transactions described herein. However, the City, Isis Group and AspenFilm agree to work diligently towards the consummation of such transactions generally as provided herein, and containing at least the terms and conditions set forth herein, and the City, Isis Group and AspenFilm agree to perform, execute and/or deliver any and all such further acts, deeds and assurances as may be customarily required to consummate the transactions contemplated hereby. It is understood that the final documents referenced herein shall require the formal approval of the AspenFilm Board of Directors, the Aspen City Council and Isis Group. • 0 Memorandum of Understanding Page 20 12. Due Authorization. Except as specifically stated herein, each party hereto represents and warrants to the other parties that the individuals executing this Memorandum have been duly authorized by his or her respective entity to execute and deliver this Memorandum and to agree to the understandings contained herein. The execution of this Memorandum of Understanding by the City Manager shall be specifically conditioned upon subsequent Aspen City Council approval of the Memorandum of Understanding evidenced by a duly approved and executed resolution of the Aspen City Council specifically approving a Memorandum of Understanding and authorizing the Mayor or the City Manager to execute the same on behalf of the City of Aspen. The parties hereto acknowledge that the City is a home rule municipal corporation governed by its City Charter, the laws, and constitution of the State of Colorado. If the Memorandum of Understanding, any of the documents contemplated herein to be executed in the future, any requisite land use approvals, or any action required by the City is challenged by a referendum or initiative, or is subjected to a judicial court proceeding, all provisions of the Memorandum, together with the duties and obligations of each party, shall be suspended pending the outcome of the election or court proceeding (including any appeal.) If the referendum, initiative, or court challenge results in making the City's performance under this Memorandum impossible or illegal, then this Memorandum of Understanding shall be null and void and of no further effect. If the referendum, initiative, or court challenge fails, then the parties shall continue to be bound by all the terms and provisions of this Memorandum and any other agreements made in connection therewith. 13. Recitals. The recitals at the beginning of this Agreement shall be deemed included as terms and conditions of this Agreement. 14. Counterparts; Facsimile Execution And Delivery. This Memorandum may be executed in several counterparts, each of which shall be deemed an original, and together such counterparts shall constitute but one and the same instrument. This Memorandum may be executed and delivered by the electronic transmission of facsimile signatures, each of which shall be deemed to be an original. [SIGNATURES ON FOLLOWING PAGE] 11/15/2006 17:19 009236415 LYNDAPALEVFi PAGE 01 11!15/2006 16:24 97092513E-7 PC.GE iO2/82 Memorandum of Understawing Page 20 W WITNESS WNEREOF, the City, Isis Group and AspenFilm have each caused this Memorandum of Understanding to be executed as of the date first stated above THE CITY OF SPEN, COLORADDO approval by the Aspen City Council) John Worcester, City Attorney ISIS PROP, TY R P LLC By: �. Philip Hdstei , anger Y Sy: 402urtn"ey Lord, Manager HXPENDENT FILMS, M. By. /(-/ TL0 6 Linda Palevsky, Pr+essien By. De 56 5rinkman, Secretary (�L*aumielen-. Executive Qirector wu'- l.i . 8916.0')4ho'mad,agrXj%-\Inu-II-75•(Mdin�idoc Nb7/22/2006:51+A ICHARD CARTER G7t�1'�b r 4523796 P.01 PAGE 021e1P 4 5 9 1 t Memorandum of Understanding Pa6e 21 /IV WITNESS WHEREOF, the City, tsis Group and AspenFilm have each caused this Memorandum of Understanding to be executed as of the date first stated above. THE CITY OF ASPEN, COLORADO By: Steve Barwick, City Manager (Subject to approval by the Aspen City Council) Helen Karlin Kianderud, Mayor --- -- Attest: Kathryn Koch, City Clerk Approved as to form: John tivorcester, City Attomey ISIS PROPERTY GROUP LLC BY, Philip Holstein, Manager ay, Courtney Lord, Manager _- INDEPENDENT FILMS, INC, sy: L nda Paevaky, President By: De[ a Brinkman, Secretary sy: Laura Thielen, Executive Director JPW-Saved 11/15.0006591":�chntwcrfgrusis-wu-ii-rs-o6-rtnzl.tkx CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT Jareement for Pavment of City of Aspen Development Application Fees CITY OF ASPEN (hcreinafter CITY) and Isis Property Group, LLC (hereinafter APPLICANT) AGREE AS FOLLOIA S: I . APPLICANT has submitted to CITY an application for "Minor" Historic Development: Commercial Desien Review; Parkine Waiver, and Growth Manaeement (hereinafter, THE PROJECT). 2. APPLICANT understands and agrees that City of Aspen Ordinance No. 57 (Series of 2000) establishes a fee structure for Land Use applications and the payment of all processing fees is a condition precedent to a determination of application completeness. 3. APPLICANT and CITY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT and CITY further agree that it is in the interest of the patties that APPLICANT make payment of an initial deposit and to thereafter permit additional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costs may accrue following their hearings and/or approvals. APPLICANT agrees he Aill be benefited by retaining greater cash liquidity and will make additional payments upon notification by the CITY when they are necessary as costs are incurred. CITY agrees it will be benefited through the greater certainty of recovering its full costs to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY staff to complete processing or present sufficient information to the Planning Commission and/or City Council to enable the Planning Commission and/or City Council to make legally required findings for project consideration, unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees chat in consideration of the CITY's waiver of its right to collect full fees prior to a determination of application completeness, APPLICA IT shall pay an initial deposit in the amount of$ 3,076.00* which is for melvo (12) hours of Community Development staff time, and if actual recorded costs exceed the initial deposit, APPLICANT shall pay additional monthly billings to CITY to reimburse the CITY for the processing of the application mentioned above, including post approval review at a rate of $225.00 per planner hour over the initial deposit. Such periodic payments shall be made within 30 days of the billing date. APPLICANT further agrees that failure to pay such accrued costs shall be grounds for suspension of processing, and in no case will building permits be issued until all costs associated with case processing have been paid. CITE' OF ASPEN By Chris Bendon Community Development Director gAsuppurAformslagrpayas.doc APPLICANT: Isis Propert - oup, LLC BY: `e5urtney Lord, Manager Date: (-/-L Billing Address and Telephone Number: Required _ P.O. Box 7955 Aspen, CD 81612 (248) 709-6009 * = S2700 for 12 hrs of planning staff time; and, $376 for APCHA referral fee. RETAIN FOR PERMAME'fiT 17-- - ' 9 s z A A RETAIL A RETAIL B ENTRY ENTRY - TNEATER ENTRY 2 HPC APPROVED ELEVATION Double Retail Space CHARLES CUNNIFFE ARCHITECTS 610 EAST LAYMAN AVE. ' ASPEN, CO 81611 ' TElE: 97"25-5590 • FAX: 97MO-4557 1901 FINE CARVE RD, STE 202 • STEMWAT SPW 4GS, CD E0187 • TELL 970675-0590 • FAX 970E75,-= y LL -- r RETAIL ENTRY - THEATER ENTRY 1 HPC APPROVED ELEVATION Single Retail Space EXISTING ELEVATION 0 2 4 8 18 Isis Theater Renovation March 5, 2007 ASPEN, COLORADO r T 1- T -a-da1a.r-11r1 'loa1a�r1r 1 - -THEATER -E LOBBY m--------------- - --- EXISTING MAIN LEVEL PLAN --------------- r-- I I I I I I I I I PROPOSED MAIN LEVEL PLAN Single Retail Space r-- I I I I I I 0 2 4 6 16 Isis Theater Renovation CHARLES CUNNIFFE ARCHITECTS March 5, 2007 ASPEN, COLORADO 610 EAST K MAN AVE. - ASPEN, CO 81611 - TELE: 970925-5590 • FAX 97WO-4557 1901 PNE (ROVE RD., STE 202 • STFAMSDAT SPRINGS, CO 60467 - TELE: 970E75-0590 • FAX 97047$-W r -T- r T �F�-l�F�+b� ® LOBBY i' ----------------- ---- x EXISTING MAIN LEVEL PLAN o■ No CHARLES CUNNIFFE ARCHITECTS 610 FAST HYMAN AVE • ASPEN, CO 81611 - TELF: 970925-5590 • FAY 97WO-4557 19M PLNE GROVE RD., STE 202 - STEAMBOAT SNtlNCS, 00 E04E7 - TELE: 97N75-0590 • FAX- 970E7S-OSM r r r T -Ird6.1& t nrrd&I&�nr -------------- r-- I I I I PROPOSED MAIN LEVEL PLAN Double Retail Space r-- I I I I 0 2 4 B 16 Isis Theater Renovation March 5, 2007 ASPEN, COLORADO IR 11/22/2006 TO: FROM: DATE: RE: • Mayor and Members of Council John P. Worcester November 27, 2006 • Xmoss Resolution — Approval of Isis Group/FilmFest/City MOU The City of Asuen City flaorneY's Office Attached for your consideration and review is a resolution that, if approved, would authorize the City Manager and Mayor to execute a Memorandum of Understanding between the City, FiimFest and the Isis Group relating to the purchase, re -development and operation of the Isis Theater Building. The following is a summary of the salient parts of the MOU. 1. The total cost of the project is estimated at $10,090,000. The following chart shows the allocation of those costs among the various line items: Project Costs: a. Purchase b. COP Issuance Costs C. Housing Mitigation d. Retail Construction e. Leasing Commission f. Architectural Fees g. Legal Fees h. Planning Fees i. Debt Service While under construction j. Notch Construction k. Contingency Total: Amount: $7,497,000 400,000 323,000 550,000 180,000 25,000 50,000 15,000 300,000 700,000 50,000 $10,090,000 2. The Project costs will be paid from the following sources of funds: Sources: Isis Group Cash AspenFilm Cash COP Proceeds Total: $850,000 350,000 8,890,000 $10,090,000 P433 11/22/2006 P434 3. The parties agree that the responsibility for re -paying the Certificates of Participation shall be allocated as follows: % Est. Annual Allocation Amount Repayments AspenFilm 34.87 3,100,000 225,147 Isis Group 65.13 5,790,000 415,582 8,890,000 640,729 For the first five years of the COP payments made by FilmFest, the City will reimburse FihnFest for the payment amount attributable to $100,000.00 of the total FilmFest payments (approximately $7,200.00 per year.) 4. The Authority will own the building (except for the free market unit on the roof) until each of the parties pays off their portion of the COP. Until such time as the COP are fully refunded, the Authority will lease the respective spaces to the individual parties. The COP are scheduled to be paid off in 30 years, but each of the parties will have the ability to redeem their allocation of the COP before the 30 years and at that poirit own their portion of the building. The monthly rents for the Isis Group and FilmFest shall be equal to the amount necessary to repay the COP allocation for each party. 5. The retail space to be leased to the Isis Group will be deed restricted for use as a "mid- level" retail space. The movie theaters shall be deed restricted to movie theater uses with occasional uses for live performances, community events, speeches and other artistic, educational, nonprofit or community uses. 6.. The City will agree to provide the COP financing so that Closing on the purchase of the building may occur before February 16, 2007. Failure to do so would make the City liable for up to $300,000 if the Isis Group decides not to close; or, up to $25,000 for costs should the Isis Group decide to proceed to closing. 7. The City will agree to provide the Project with priority in the process to fully entitle the project with all requisite land use approvals so that closing can occur on February 16, 2007. Failure to Close because of delays will allow the parties to abate their rental payments during the period of delay. 8. The Isis Group and FilmFest will be required to fund a Capital Reserve Fund that will be kept by the City. The Isis Group will provide $3,000 per year towards the fund and FilmFest $1,500 per year. The City will control the fund and have final say on its use for capital repairs and improvements. Any balance in the fund after the entire building is conveyed to the parties will be returned to the parties. 9. . The MOU has been written with the understanding that the open space area on the south- east comer of the building (referred to as the "Notch") will be built contemporaneously with the redevelopment of the retail space. The Notch would then be built to include an addition of two 11/22/2006 P436 0 0 RESOLUTION NO. Series of 2006 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, AUTHORIZING THE CITY MANAGER AND MAYOR TO EXECUTE, ON BEHALF OF THE CITY OF ASPEN, A MEMORANDUM OF UNDERSTANDING WITH THE ISIS PROPERTY GROUP LLC, AND INDEPENDENT FILMS, INC. RELATING TO THE PURCHASE REDEVELOPMENT AND OPERATION OF THE ISIS MOVIE THEATER BUILDING. WHEREAS, there has been submitted to the City Council a proposed Memorandum of Understanding between the City of Aspen, Isis Property Group, LLC, and Independent Films, Inc., (commonly known as Aspen FilmFest), relating to the purchase, redevelopment and operation of the Isis Movie Theater Building; and i WHEREAS, after due deliberation and consideration the City Council has determined that it is in the best interest of the City of Aspen to approve said Memorandum of Understanding and authorizes the City Manager and Mayor to execute same on behalf of the City of Aspen. NOW, WHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, that the City Manager and Mayor are hereby authorized to execute on behalf of the City of Aspen the Memorandum of Understanding appended hereto as Exhibit A. Dated: , 2006• Helen Kalin Klanderud, Mayor 11/22/2006 9 0 P435 floors of approximately 580 sq. ft. on each floor. The Notch would then serve as a new entrance to the theaters, provide new access to the free market unit, accommodate a larger waiting area for theater patrons, and provide a meeting room on the second floor for theater and community uses. The details of the design, construction and operation of the Notch has not been completely worked out by the parties. Accordingly, the MOU (at Section 8.1) specifically states that the details need to be worked out by the parties on or before December 15, 2006. If the parties are unable to work out the details by that date then (a) the amount of the COP will be reduced by $100,000.00, (b) the City's obligation to make payments on the $100,000.00 of COP for the first five years is extinguished, (c) and, the amount of cash required of the Isis Group at closing will be reduced by $250,000.00. Even if the parties can't agree on the Notch before December 15th, the COP will still include $350,000.00 earmarked for the future construction*of the Notch. cc: City Manager JPW- saved: 11/21/2006-857-G:\john\word\memos\Lsis-MOU.doc 0 PUBLIC NOTICE RE: THE ISIS THEATRE, GROWTH MANAGEMENT REVIEW PUBLIC HEARING NOTICE IS HEREBY GIVEN that a public hearing will be held on Tuesday, March 6, 2007, at a meeting to begin at 4:30 p.m. before the Aspen Planning and Zoning Commission, Sister Cities Room, City Hall, 130 S. Galena St., Aspen, to review the "The Isis Theatre" Growth Management Application in order to remodel and convert a portion i of the Isis to retail use (approx. 3,665 sq. ft.). The subject property is located at 406/408 East Hopkins Ave. and is legally described as Lots L, M, and N, Block 87, of the City and Townsite of Aspen. For further information, contact Joyce Allgaier at the City of Aspen Community Development Dept., 130 S. Galena St., Aspen, CO (970) 429-2754, (or joycea _,ci.aspen.co.us). All correspondence related to the application should be sent to the above e-mail or physical address and will be provided to the commission. Applicant: Isis Property Group, LLC 406/408 E. Hopkins Ave., Aspen, CO 81611, represented by Haas Land Planning, LLC 201 N. Mill St. # 108, Aspen, CO 81611 s/Ruth Krumer, Chair Aspen Planning and Zoning Commission Published in the Aspen Times on February 18, 2007 City of Aspen Account LAND USE APPLICATION APPLICANT: Name: Location: �lndicate street address, lot & block number, legal description where appropriate) Parse! ID # (RF_ DIRT D) - 30 _ oo(" _0t1 REPRESENTATIVE: PROJECT: Name: 1515— -r lr Address: es V� j Phone #: q TYPE OF APPLICATION: (please check all that apply): ❑ Conditional Use ❑ Conceptual PUD P ❑ Conceptual IIistoric Devt. ❑ Special Review ❑ Final PUD & PUD Amendment) ) ❑ Final Historic Development ❑ Design Review Appeal GMQS Allotment ❑ Conceptual SPA Minor Historic Devt. ❑ Final SPA (& SPA Amendment) ❑ Historic Demolition ❑ GMQS Exemption ElSubdivision ❑ Historic Designation ❑ FSA — 8040 Greenline, Stream ❑ Subdivision Exemption (includes ❑ Small Lodge Conversion/ Margin, Hallam Lake Bluff, condomimumization) Expansion Mountain View Plane ❑ Lot Split ❑ Temporary Use [ Other: J �6a Lot Litre Adjustment ❑ Text/Ma Amendment gevl ✓W;'W" wmvek i:�uJauw �.vt\U111v1�J: ucscn uon mexisting outlaw s, uses, previous approvals, etc. M �•+wva �I ulk vl Nivpv L, uuiiuitrgs uses moatneanons, etc.) 1!1ye you attached the following? FEES DUE: S Pre -Application Conference Summary JAttachment #1, Signed Fee Agreement Rcslwtise to Attachment 43, Dimensional Requirements Form Response to Attachment #4, Submittal Requirements- Including Written Responses to Review Standards All plans that are larger than 8.51, x II" must be folded and a floppy disk with an electronic copy of all written text (Microsoft Word Format) must be submitted as part of the application. RETAIN FOR PERMANEXT RECORD ATTACHMENT 7 AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.060 (E), ASPEN LAND USE CODE ADDRESS OF PROPERTY: Gl Vole I u _ flop� 1 ,L J,Aspen, CO SCHEDULED PUBLIC HEARING DATE: Mix h ( Q , 200__�_ STATE OF COLORADO ) ss. County of Pitkin ) I, S�J/� i r rb (name, please print) being or representing an Applicant to the City of Aspen, Colorado, hereby personally certify that I have complied with the public notice requirements of Section 26.304.060 (E) of the Aspen Land Use Code in the following manner.. Publication of notice: By the publication in the legal notice section of an official paper or a paper of general circulation in the City of aspen at least fifteen (15) days prior to the public hearing. A copy of the publication is attached hereto. Posting of notice: By posting of notice, which form was obtained from the Community Development Department, which was made of suitable, waterproof materials, which was not less than twenty-two (22) inches wide and twenty-six (26) inches high, and which was composed of letters not less than one inch in height. Said notice was posted at least fifteen (15) days prior to the public hearing and was continuously visible from the _ day of 200_, to and including the date and time of the public hearing. A photograph of the posted notice (sign) is attached hereto. Mailing of notice. By the mailing of a notice obtained from the Community Development Department, which contains the information described in Section 26.304.060(E)(2) of the Aspen Land Use Code. At least fifteen (15) days prior to the public hearing, notice was hand delivered or mailed by first class postage prepaid U.S. mail to all owners of property within three hundred (300) feet of the property, subject to the development application. The names and addresses of property owners shall be those on the current tax records of Pitkin Coun*fy gs they appeared no more than sixty (60) days prior to the date of the public hearing. A copy of the owners and governmental agencies so noticed is attached hereto. (continued on next page) Rezoning or text amendment. Whenever the official zoning district map is in any way to be changed or amended incidental to or as part of a general revision of this Title, or whenever the text of this Title is to be amended, whether such revision be made by repeal of this Title and enactment of a new land use regulation, or otherwise, the requirement of an accurate survey map or other sufficient legal description of, and the notice to and listing of names and addresses of owners of real property in the area of the proposed change shall be waived. However, the proposed zoning map shall be available for public inspection in the planning agency during all business hours for fifteen (15) days prior to the public hearing on such amendments. The foe ing ' fidavit of Notice" was acknowledged before me this day of 200_[, by__J&� r-0, i A1A Al ti•Pc •OT AR.•OL�C= v�x. �� 1_�G •Pao WITNESS My AND OFFICIAL SE Ojr COii-0 My 7AAssion expires: Ira��ssiWt fires 09/25/2009 Notary Public ATTACHMENTS: COPY OF THEPUBLM4TION PHOTOGRAPH OF THE POSTED NOTICE (SIGN) LIST OF THE OWNERS AND GOVERNNMN' TAL AGENCIES NOTICED • _ , BYAWL PUBLIC NOTICE RE: THE ISIS THEATRE, GROWTH MANAGEMENT REVIEW PUBLIC HEARING NOTICE IS HEREBY GIVEN that a public hear ing will be held on Tuesday, March 6, 2007, at a meeting to begin at4:30 p.m. before the, Aspen Planning and Zoning Commission, Sister Cities Room, Cit1yy Hall, 130 S. Galena St., Aspen, to re view the "I he Isis Theatre' Growth Management Application in order to remodel and convert a poor tion of the Isis to retail use (approx. 3,665 sq. R.). The subject property is located at 406/408 East Hopkins Ave. and is legit described as Lots L, M, and N, Block 87, of the City and Townsite of As pen. For further information, contact Joyce Allgaier at the City of Aspen Community Development Dept., 130 S. Galena St., Aspen, CO (970) 429-2754, (or joycea®ci.aspen.co.us). All correspondence relat ad to the application should be sent to the above e-mail or Physical address and will be provided to the commission. Applicant: Isis Property Group, LLC 406/408 E. Hopkins Ave., Aspen, CO 81611. represented by Haas Land Planning, LLC 201 N. Mill St. k108, Aspen, CO 81611 sIRuth Kruger, Chair Aspen Planning and Zoning Commission Published in the Aspen Times "regkh• 3n February 18, 2007.(170750) AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.060 (E), ASPEN LAND USE CODE ADDRESS OF PROPERTY: qc be,4te46 ILE ,Aspen, CO SCHEDULED PUBLIC HEARING DATE: , 200_�7_ STATE OF COLORADO ) ) ss. County of Pitkin ) I, 11 lief (name, please print) being or representing an Applicant to the City of Aspen, Colorado, hereby personally certify that I have complied with the public notice requirements of Section 26.304.060 (E) of the Aspen Land Use Code in the following manner: 70 06 Publication of notice: By the publication in the legal notice section of an official paper or a paper of general circulation in the City of Aspen at least fifteen (15) days prior to the public hearing. A copy of the publication is attached hereto. o���'Posting of notice: By posting of notice, which form was obtained from the Community Development Department, which was made of suitable, waterproof materials, which was not less than twenty-two (22) inches wide and twenty-six (26) inches high, and which was composed of letters not less than one inch in height. Said notice was posted at least ten (10) days prior to the public hearing and was continuously visible from theay of 200-:J�; to and including the date and time of the public hearing. A photograph of the posted notice (sign) is attached hereto. 4100a Mailing of notice. By the mailing of a notice obtained from the Community Development Department, which contains the information described in Section 26.304.060(E)(2) of the Aspen Land Use Code. At least ten (10) days prior to the public hearing, notice was hand delivered or mailed by first class, postage prepaid U.S. mail to all owners of property within three hundred (300) feet of the property subject to the development application, and, at least fifteen (15) days prior to the public hearing, notice was hand delivered or mailed by first class postage prepaid U.S. mail to any federal agency, state, county, municipal government, school, service district or other governmental or quasi -governmental agency that owns property within three hundred (300) feet of the property subject to the development application. The names and addresses of property owners shall be those on the current tax records of Pitkin County as they appeared no more than sixty (60) days prior to the date of the public hearing. A copy of the owners and governmental agencies so noticed is attached hereto. (continued on next page) 4- Rezoning or text amendment. Whenever the official zoning district map is in any way to be changed or amended incidental to or as part of a general revision of this Title, or whenever the text of this Title is to be amended, whether such revision be made by repeal of this Title and enactment of a new land use regulation, or otherwise, the requirement of an accurate survey map or other sufficient legal description of, and the notice to and listing of names and addresses of owners of real property in the area of the proposed change shall be waived. However, the proposed zoning map has been available for public inspection in the planning agency during all business hours for fifteen (15) days prior to the public hearing on such amendmoul The lfo� e,.going "Affidavit of Notice" was acknowledged before me this F_t `'day %' of &t e, !� , 200_, by _ n1 c / 0 A hl��Q S WITNESS MY HAND AND OFFICIAL SEAL My co ission expire s:s: / �Ol A - Notary Public 1-19 ATTACHMENTS: COPY OF THE PUBLICATION PHOTOGRAPH OF THE POSTED NOTICE (SIGN) LIST OF THE OWIVERSAND GOVERNMENTAL AGF_NC[F,S NOTICED BYMAIL PUBLIC NOTICE RE: THE ISIS THEATRE, GROWTH MANAGEMENT REVIEW PUBLIC HEARING NOTICE IS HEREBY GIVEN that a public hearing will be held on Tuesday, March 6, 2007, at a meeting to begin at 4:30 p.m. before the Aspen Planning and Zoning Commission, Sister Cities Room, City Hall, 130 S. Galena St., Aspen, to review the "The Isis Theatre" Growth Management Application in order to remodel and convert a portion of the Isis to retail use (approx. 3,665 sq. ft.). The subject property is located at 406/408 East Hopkins Ave. and is legally described as Lots L, M, and N, Block 87, of the City and Townsite of Aspen. For further information, contact Joyce Allgaier at the City of Aspen Community Development Dept., 130 S. Galena St., Aspen, CO (970) 429-2754, (or ioycea(a,ci.aspen.co.us). All correspondence related to the application should be sent to the above e-mail or physical address and will be provided to the commission. Applicant: Isis Property Group, LLC 406/408 E. Hopkins Ave., Aspen, CO 81611, represented by Haas Land Planning, LLC 201 N. Mill St. #108, Aspen, CO 81611 s/Ruth Kruger, Chair Aspen Planning and Zoning Commission Published in the Aspen Times on February 18, 2007 City of Aspen Account Easy Peel Labels Use Aveiy® TEMPLATE 51600D 316 EAST HOPKINS LP RYANCO INC 5525 E CALLE VENTURA PHOENIX, AZ 85018 ALLEN LEONARD A III PO BOX 8316 ASPEN, CO 81612 BALDWIN HARLEY A II 205 S GALENA ST ASPEN, CO 81611 LA i A See Instruction Sheet 11 Feed Paper for Easy Peel Featuis AEP FAMILY LLL 3.9389931% C/O ANDREW V HECHT GARFIELD & HECHT PC 601 E HYMAN AVE ASPEN, CO 81611 ARCHDIOCESE OF DENVER SAINT MARYS 1300 S STEELE ST DENVER, CO 80210 BANKERS MORTGAGE CORP 1616 ORCHARD AVE GRAND JUNCTION, CO 81501 BERGMAN CARL R & CATHERINE M BLAU JEFF T PO BOX 1365 181 E 65TH ST ASPEN, CO 81612 NEW YORK, NY 10021 BPOE ASPEN LODGE #224 BRAND BUILDING LLC 210 S GALENA ST #21 205 S GALENA ST ASPEN, CO 81611 ASPEN, CO 81611 CALDWELL CHARLES G & DEBRA H CENTRE OF ASPEN LLC 54.6248989% 3401 LEE PKWY #1504 PO BOX 1247 DALLAS, TX 75219 ASPEN, CO 81612 COLLINS BLOCK LLC COLORADO CABLE CO .167% 205 S GALENA ST C/O SUZETTE GOODMA ASPEN, CO 81611 500 E MARKHAM STE 305 LITTLE ROCK. AR 72201 DENSON JAMES D DOLE MARGARE I M PO BOX '1614 C/O FIRST NATIONAL BANK OF TUBAC, AZ 85646 CEDARIDGE PO BOX 8455 ASPEN, CO 81612 EASTHOPE THOMAS J ELKS LODGE 224 3375 CRYSTAL CT 210 S GALENA ST STE 21 COCONUT GROVE, FL 33133 ASPEN, CO 81611 GALENA PLAZA LLC 30.3845777% GILBERT LEONE 2.7624071% CO/ RONALD GARFIELD ESQ CO/ RONALD GARFIELD ESQ 601 E HYMAN AVE 601 E HYMAN AVE ASPEN, CO 81611 ASPEN, CO 81611 m 4w i 195 NAVERY05260"- ALH HOLDING COMPANY INC 435 E MAIN ST ASPEN, CO 81611 ASPEN FIRE PROTECTION DISTRICT 420 E HOPKINS AVE ASPEN, CO 81611 BENTLEYS AT THE WHEELER PO BOX 10370 ASPEN, CO 81612 BOHNETT MARSHA ANN TRUST 6435 ZUMEREZ DR #20 MALIBU, CA 90265-4060 BULLOCK WILLIAM G FAMILY TRUST .333% PO BOX 282 GLENWOOD SPRINGS, CO 81602 CITY OF ASPEN 130 S GALENA ST ASPEN, CO 81611 DAVID DOGWOOD LLC 13.5% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 81612 DUVIKE INC PO BOX 2230 ASf EN, CO 81612 F001 LOOSE MOCCASIN MAKERS INC 240 S MILL ST STE 201 ASPEN, CO 81611 GODIVA HOLDINGS LLC 435 E MAIN ST ASPEN. CO 81611 A Utilisez le gabarit 51600 Sens de chargement Veuillez voir la feuille www.avery.com des instructions de Easy Peel 1-800-GO-AVERY Easy Peel Labels A See Instruction Sheet 11 Use Avery® TEMPLATE 51600 Feed Paper for Easy Peel Featu GOLDEN ARTS CONNECTION LLC GOLDSTEIN PETER & ALAN ASPEN INTERNATIONAL ART DBA 150 METRO PK #2 213 S MILL ST ROCHESTER, NY 14623 ASPEN, CO 81611 HANSEN CANTINA LLC 15.72% HANSEN STEVE 11.8169824% PO BOX 9343 CO/ RONALD GARFIELD ESQ ASPEN, CO 81612 601 E HYMAN AVE ASPEN, CO 81611 HASENAUER COREY B HENDERSON JAMES C ECKENROTH KYLIE R KUCK KATHERINE M 0637 CHADSWORTH LN 4880 HARLEM RD LITTLETON, CO 80129 GALENA, OH 43021 HINDERSTEIN FAM REV TRUST HOTEL JEROME INC PO BOX 1576 C/O EVEREST CHRISTY G MERCER ISLAND, WA 98040 9000 N BROADWAY OKLAHOMA CITY, OK 73114 JACKSON DONNA M .0208% INT JW VENTURES LLC 1730 RIDGE DR PO BOX 8769 GRAND JUNCTION, CO 81506 ASPEN, CO 81612 KANTZER TAYLOR MICHAEL FAMILY KOCHEVAR JANET BULLOCK .0556% TRUST #1 PO BOX 282 216 SEVENTEENTH ST GLENWOOD SPGS, CO 81602 MANHATTAN BEACH, CA 90266 LEVY LAWRENCE F & CAROL LOMA ALTA CORPORATION 980 N MICHIGAN AVE #400 PO BOX 886 CHICAGO, IL 60611 LANCASTER, TX 75146-0886 MCNULTY KATHLEEN A .0208% INT MCNULTY NELSON E .0208% INT 12342 WINDWARD WAY 2490 DEPEW ANACORTES, WA 98221 EDGEWATER, CO 80214 MILL & MAIN LLC MILL STREET PLAZA ASSOCIATES LLC 2900 OCEAN BLVD C/O M & W PROPERTIES CORONA DEL MAR, CA 92625 205 S MILL ST STE 301A ASPEN, CO 81611 MTN ENTERPRISES 80B RUHNAU DAVID F & SHARON ENGEL C/O HILLIS OF SNOWMASS PO BOX 7209 170 GARE CRK DR RANCHO SANTA FE, CA 92067 VAIL, CO 81657 m le�w i l515 SAVERY052601- I 1 HALL CHARLES L PO BOX 1819 ASPEN, CO 81612 HASENAUER C BRUCE & SHERYL R 9397 S SHADOW HILL CIR LONE TREE, CO 80124 HILLIS OF SNOWMASS INC 170 E GORE CRK VAIL, CO 81657 HYMAN MALL COMMERCIAL CONDOS LLC 290 HEATHER LN ASPEN, CO 81611 KANDYCOM INC 766 SINGING WOOD DR ARCADIA, CA 91006 LESTER JIM 11 WAVERLY PL - UPPER NEW YORK, NY 10003-6722 MAIN & MILL LLC 34.28% C/O LOWELL MEYER PO BOX 1247 ASPEN, CO 81612 MCNULTY RONALD J .0208% INT 380 POINT WINDERMERE PL OCEANSIDE, CA 92057-3420 MOTHER LODE INVESTORS LLC 620 E HYMAN AVE #1 E ASPEN, CO 81611 SILVER SLAM COMMERCIAL LLC C/O NELSON LINDEN 2100 E MAPLE RD #200 BIRMINGHAM, MI 48009 A Veuillez voir la feuille www.avery.com Utilisez le gabarit 51600 Sens de chargement des instructions de Easy Peel 1-800 GO-AVERY Easy Peel Labels A See Instruction Sheet i � j 11 Use AvetyO TEMPLATE 51600 Feed Paper for Easy Peel Featu l� S WAVERY050T- SMITH26ASPEN QEAA LLC 23% SOUTHDALE ANESTHESIOLOGY PROFIT STANTON LAVONE KAY TRUSTEE FBO C/O LOWELL MEYER SHARING TRUST FBO ROY G BRYAN LYON HARRY .167% PO BOX 1247 5836 LONG BRAKE TRAIL RD 500 E MARKHAM STE 305 ASPEN, CO 81612 EDINA, MN 55439 LITTLE ROCK, AR 72201 THE ISIS BUILDING LLC US BANK NA & MCNULTY ZELPHA MARIE VAIL FINE ART GALLERY INC 205 S MILL ST # 301A 083% PO BOX 1953 ASPEN, CO 81611 422 WHITE AVE, PO BOX 608 EDWARDS, CO 81632 GRAND JUNCTION, CO 81501 WALL JANET & RICHARD A WALL JANET L WARREN DOGWOOD LLC 13.5% 205 S GALENA ST #13 9762 BURNLEY PL C/O LOWELL MEYER ASPEN, CO 81611 BEVERLY HILLS, CA 90210 PO BOX 1247 ASPEN, CO 81612 WELLS FARGO BANK WENDELIN ASSOC WHEELER BLOCK BUILDING LLC C/O DELOITTE TAX LLP 150 METRO PARK TKG MANAGEMENT INC C/O PO BOX 2609 ROCHESTER, NY 14623 1001 CHERRY ST STE 308 CARLSBAD, CA 92018 COLUMBIA, MO 65201 WILLIAMS DEXTER M WOODS FAMILY LP 82 W LUPINE DR PO BOX 11468 ASPEN, CO 81611 ASPEN, CO 81612 Veuillez voir la feuille www.avery.com Utilisez le gabarit 5160® Sens de chargement des instructions de Easy Peel 1-800-GO-AVERY • SHEET INDEX EXISTING ELEVATION EXISTING PLAN ELEVATION - SINGLE RETAIL SPACE SINGLE RETAIL SPACE - 1 LEVEL PLAN SINGLE RETAIL SPACE - 2 LEVEL PLAN ELEVATION - DOUBLE RETAIL SPACE DOUBLE RETAIL SPACE - 1 LEVEL PLAN DOUBLE RETAIL SPACE - 2 LEVEL PLAN ISIS THEATER REMODEL THEATER ENTRY EXISTING ELEVATION SCALE: I" = I I I I I I I I I I I I I I I I I I I I I EXISTING PLAN SCALE: I" = W 0 0 RETAIL THEATER ENTRY ENTRY PROPOSED ELEVATION SINC�LE RETAIL Sfi=AGE SCALE: I" = 10'-0" I I I I I I I I I I I I I I I I I I I I I I I I • SINGLE RETAIL SPACE iIA I I I I I I I I I I I I I I I I I I • SINGLE RETAIL SPACE IB RETAIL A RETAIL B - ENTRY ENTRY THEATER ENTRY PROPOSED ELEVATION DOUBLE RETAIL Si:AGE SCALE: I" = 10'-0" I I I I I I I I I I I I I I I I I I I I I I I I DOUBLE RETAIL SPACE 2A I I I I I I I I I I I I I I I I I I I I I I DOUBLE RETAIL SFACeE 25 External Media Located Here M-015820 RMMI