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HomeMy WebLinkAboutcoa.lu.ca.233 W Main - Interpretation 0039.2012 en �rT . O Cif o f As p PEN Commun�t3'D C E NUMB evelopmentDeparttnen AS ER t 003g.2012.gSL U PARCEL ID NUMBER S PROJECTS CODE INTERPRETAT/O ADDRESS COD' 233 W MAIN ST PLANNER PHILIP SUP/NO CASE DESCRIPTION .`t = CODE I NT ERPRETATIO REPRE N SENTgT/VE CITY OF ASPEN DATE OF FINAL ACTT ON 7/24/12 CLOSED 1 ANGELA SCOREY ON.-N. 8 29 12 f+IL4 F AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.070 AND CHAPTER 26.306 ASPEN LAND USE CODE ADDRESS OF PROPERTY: Aspen, CO STATE OF COLORADO ) County of Pitkin ) ss. n e' please print)bein or representing an Applc ant to the City of Aspen, Colorado, hereby certify that I have complied with the public notice requirements of Section 26.304.060 (E) or Section 26.306.010 (E) of the Aspen Land Use Code in the following manner: Publication of notice: By the publication in the legal notice section of an ofci paper or a paper of general circulation in the City of Aspen at least fourteen(141 days after final approval of a site specific development plan. A co ( ) publication is attached hereto. pY of the 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 no later than fifteen (15) days after an Interpretation has been rendered. attached hereto. A copy of the publication is �' Sig tore The foregoing "Affidavit of Notice"was acknowledged before me this day Zc_ e WITNESS MY HAND AND OFFICIAL SEAL ( PUBLIC NOTICE Of I' INTERPRETATION ISSUED - My com fission ex pi , L Notice is hereby given to the general public of the p approval of a code Interpretation of Section Lodge 26.590.070,Review Standards for Timeshare Lodge Development,of the City of Aspen Land Use Code,requested by Jody�r`ae--,Rvidered on July 23,2012,and is available for public inspection in the Community Development Department. Notary Public KC ity of Aspen Published in The Aspen Times Weekly on August 2,2012. [8217951] ATTACHMENTS: COPY OF THE PUBLICATION CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT INTERPRETATION JURISDICTION: City of Aspen APPLICABLE CODE SECTIONS: Chapter 26.590, Time Share Development Section 26.104.100, Definitions EFFECTIVE DATE: 24 July, 2012 WRITTEN BY: Phillip Supino, Community Development Intern THRU: Jennifer Phelan, Deputy Director APPROVED BY: Chris Bendon, Community Development Director SUMMARY This interpretation is being issued in response to an inquiry submitted by Jody Edwards of Klein, Cote & Edwards, LLC on behalf of Bluegreen Vacations Unlimited, Inc. (Bluegreen) with regard to whether the timeshare subdivision proposal for certain units of the Innsbruck, 233 West Main St., Aspen, CO, as operated by Bluegreen, complies with the timeshare requirements in City of Aspen Municipal Code Chapter 26.590, Timeshare Development. BACKGROUND The intent of the timeshare regulations Code section 26.590.010, Purpose and intent, is to "increase vitality" (26.590.010.A), "preserve and enhance lodging inventory" (26.590.010.13), "upgrade quality of accommodations" (26.590.010.C), and "maintain community character" (26.590.010.D) of the City of Aspen through the use of timeshare development in approved zone districts. Currently, the property known as the Innsbruck is an approved timeshare development. Bluegreen seeks a code interpretation to ensure that their business model complies with City timeshare regulations prior to purchasing unsold shares in the Innsbruck and applying for an amendment to the Subdivision Improvements Agreement (SIA) to further subdivide their interest in the Innsbruck into smaller fractional shares. Municipal Code section 26.590.070.J, Prohibited practices and uses, identifies "right-to- use" properties as inappropriate timeshare uses in the City of Aspen. Right-to-use properties include "vacation clubs" and "lease-holds" in which beneficiaries of the properties do not own in interest in real property. Page 1 of 2 INTERPRETATION The applicant notes in the interpretation request (Exhibit A) that the proposed use of the Innsbruck by Bluegreen is not a vacation-club or similar prohibited use, because it is "a deeded timeshare interest that does not expire." Bluegreen issues a warranty deed for a share of its property to the "owner beneficiary," which is then held in trust as a real property interest in perpetuity or until such time as the owner conveys or otherwise forfeits the share. It is staff's interpretation that the conveyance of a real property interest to owner beneficiaries as indicated in the Owner Beneficiary Agreement (Exhibit B) and the timeshare plan proposed by Bluegreen meets the requirements for a permitted timeshare uses within the City of Aspen and is not prohibited per Municipal Code section 26.590.070.J., Prohibited practices and uses. As a timeshare property within the City of Aspen, Bluegreen or its owner beneficiaries are required to remit Real Estate Transfer Taxes and Lodging and Sales Taxes as required in the City of Aspen Municipal Code Chapters 23.32, 23.48 and 23.50 and to the extent applicable. Furthermore, the City finds that the Bluegreen proposal for a time-span estate to be operated at the Innsbruck meets the State of.Colorado definition of a time-span estate pursuant to C.R.S. §38-33-110 through the granting of a deeded interest in real property. APPEAL OF DECISION As with any Interpretation by the Community Development Director, an applicant has the ability to appeal this decision to the Aspen City Council. This can be done in conjunction with a land use request before City Council or as a separate agenda item. APPEAL PROCEDURES, 26.316.030(A) Any person with a right to appeal an adverse decision or determination shall initiate an appeal by filing a notice of appeal on a form prescribed by the Community Development Director. The notice of appeal shall be filed with the Community Development Director and with the City office or department rendering the decision or determination within fourteen (14) days of the date of the decision or determination being appealed. Failure to file such notice of appeal within the prescribed time shall constitute a waiver of any rights under this Title to appeal any decision or determination. ATTACHMENTS A. Request for Interpretation dated 9 July, 2012 B. Bluegreen Vacations Unlimited, Inc. Owner Beneficiary Agreement Page 2 of 2 KLEIN, COTE & EDWARDS, LLC ATTORNEYS AT LAW HERBERT S.KLEIN' hsk @kcelaw.net 201 NORTH MILL STREET,STE.203 LANCE R.COTE,PC' Irc @kcelaw.net ASPEN,COLORADO 81611 JOSEPH E.EDWARDS,III,PC' jee @kcelaw.net TELEPHONE:(970)925-8700 KENNETH E.CITRON' kcitron @kcelaw.net FACSIMILE:(970)925-3977 MADHU B.KRISHNAMURTI mbk @kcelaw.net www.kcelaw.net OF COUNSEL: JOSEPH E.EDWARDS,JR.,pC4joe@kcelaw.net ealso admitted in Hawaii S 1 E 'also admitted in California ,^/ \,®/s also admitted in New York and Massachusetts also admitted in Texas TZ J July 9, 2012 UL 0 9 2012 CITY OF ASPEN COMMUNITY DEVELOWENT HAND DELIVERY Chris Bendon, Director Aspen Community Development Department 130 S. Galena St., 3rd Floor Aspen, CO 81611 Re: Request for Interpretation Pursuant to Section 26.306.010, City Code; The Innsbruck—233 West Main Street,Aspen, CO 81611 (the "Property") Dear Chris: As I discussed with Jen and briefly with you, we represent Bluegreen Vacations Unlimited, Inc. ("Bluegreen"). Bluegreen (as buyer) entered a Purchase and Sale Option Agreement with Innsbruck Suites Investments, LLC (as seller) effective as of June 11, 2012 for the purchase and sale of the seller's remaining interests in the Property—comprised of seven whole condominium units (from which no fractions have been sold) and 39 separate 1/12 1h fractional interests in eight additional condominium units (collectively, the whole units and the fractional interests are referred to herein as the "Units"). Upon the closing of the transaction contemplated by the Purchase and Sale Option Agreement, it is Bluegreen's intention to file an insubstantial PUD amendment application with the City to allow smaller fractions than the currently allowed 1/12th interests to be created and sold within the Units. We held a pre- application conference with Jen last week on that issue. On behalf of Bluegreen, we request a code interpretation pursuant to §26.306.010, City of Aspen Municipal Code, Land Use Regulations (the "LUR"). In particular, we request verification that the prohibition against certain forms of timeshare concepts contained in §26.590.070.J.I., LUR is inapplicable to the Bluegreen Vacation Club multi-site timeshare plan within which the Property and the Units are intended to be integrated and then offered and sold. {1640075.DOC/2 } Chris Bendon, Director Page 2 July 9, 2012 That section provides in pertinent part that it is "unlawful" for any person to knowingly engage in: 1. The creation, operation or sale of a right-to-use interest or any other timeshare concept which is not specifically allowed and approved pursuant to the requirements of this Section. Right-to-use timeshare concepts (e.g., lease-holds and vacation clubs) are considered inappropriate in Aspen and are not permitted. This prohibition appears to be intended as a consumer protection regulation. I suspect it is a hold-over in the LUR from the 70's or 80's when some "timeshare"plans were less than transparent and/or not real-estate based. As further explained below, and despite the nomenclature, the Bluegreen Vacation Club multi-site timeshare plan is not a right-to-use interest or leasehold timeshare program; rather, the Bluegreen Vacation Club is a trust-based"timeshare estate"timeshare plan. Since the prohibition specifically mentions "vacation clubs" as an example of a type of prohibited right to use program, we want to clarify and verify with you that the Bluegreen Vacation Club is not the type of"vacation club" contemplated by the prohibition and that Bluegreen is not prohibited from operating the Bluegreen Vacation Club in Aspen. The terms "right-to-use" interest and"vacation club" are not defined in the LUR. The term "right-to-use" is a term of art and has a meaning in the timeshare industry. The term "vacation club" is not a term of art and is used for many different timeshare formats in the industry. The American Resort Development Association ("ARDA") defines right-to-use as "A timeshare owner's right to occupy a unit at a resort for a specified number of years and having no real estate interest conveyed." Wikipedia defines a right-to-use interest as follows: "The purchaser has the right to use the property in accordance with the contract but at some point the contract ends and all rights revert to the property owner. In other words, the right to use contract grants a right to use the resort for a specified number of years." The key elements to a right to use program are a contractual right to a specified time period after which the right to use expires and the lack of a real estate deed. The Bluegreen Vacation Club multi-site timeshare plan was created under specific provisions of the Florida Timeshare Act and has been registered and approved as a timeshare estate plan in the state of Florida since August 1, 1994 and in Colorado as a timeshare estate subdivision since June 18, 2005. As noted herein, the Bluegreen Vacation Club involves only the offering and sale of deeded timeshare estates for which title insurance is issued. We further note that the ARDA defines Vacation Club as "a term used to describe various types of timesharing and usually involving use or access to more than one resort location and other vacation and travel services. However the term is used for many different purposes, including"clubs"which may have nothing to do with timesharing (i.e., travel clubs)." i 1640075.DOC/2} Chris Bendon, Director Page 3 July 9, 2012 When Bluegreen sells a timeshare interest in connection with the Bluegreen Vacation Club, it does so pursuant to an"Owner Beneficiary Agreement" (i.e., the timeshare purchase contract) and, upon closing, issues a Warranty Deed conveying fee simple title to the real estate timeshare interest to Vacation Trust, Inc., a Florida corporation("Trustee"). The Trustee holds the real estate title for the benefit of the timeshare interest buyer pursuant to the Bluegreen Vacation Club Trust Agreement, which is the timeshare instrument establishing and governing the timeshare plan. The Trust Agreement is intended to be irrevocable; however, in the event of a termination of the Trust, the Trustee is obligated under both the Trust Agreement and the Owner Beneficiary Agreement to transfer to the beneficial owner the timeshare interest in the real property that was transferred to the Trust when the purchaser became a beneficial owner in the Trust. In other words and at the end of the day, the Buyer owns the real estate. For your reference, a copy of the Trust Agreement is enclosed. Also,the timeshare interests can be, and often are, sold on a purchase-money financing basis, in which event, a mortgage is granted on the timeshare interest providing collateral for the purchaser's promissory note. The Trustee, as fee simple owner, simply executes the Mortgage on behalf of and at the request of the beneficial owner and the beneficial owner makes the payments under the promissory note. The Bluegreen Vacation Club is currently comprised of over 60 component site resorts, located in various states, Aruba and the Bahamas, which are used and accessed by its more than 166,000 members (i.e., "Owner Beneficiaries"). Any beneficial owner who buys a timeshare estate interest associated with The Innsbruck in connection with the Bluegreen Vacation Club will have a 60 day "home resort"preference for advance reservation priority at The Innsbruck. We specifically note that more than 166,000 (and counting)members of the Bluegreen Vacation Club are all potential new"trials" in the Aspen area. See §26.560.060C.5, LUR. Bluegreen is going to propose smaller fractional interests for the Units and these smaller fractions are encouraged under the Timeshare Regulations. See §26.560.060C.1, LUR. While the program is called a"vacation club," it is also a type of plan that is both"specifically allowed" and encouraged in Aspen. Whatever meaning the term "vacation club"has in the LUR, we do not run afoul of it because we have a deeded timeshare interest that does not expire. The specific language is that right-to-use concepts are inappropriate—and vacation clubs are given as one possible example of something that might be an inappropriate right to use. Bluegreen will not be operating a right to use plan for The Innsbruck. There will be warranty deeds to a real property interest, title insurance policies, mortgages in the case of a financed purchase, the real property interests will not expire, and the owners are protected by the Trust Agreement and the Owner Beneficiary Agreement. Consequently, we request confirmation that Section 26.590.070.J.L, LUR, as it applies to Bluegreen, does not prohibit the operation, offering or sale of the Bluegreen Vacation Club in (1640075.DOC/2 ) Chris Bendon, Director Page 4 July 9, 2012 Aspen provided that the fractional interests are deeded to the Trust and do not expire. We intend to rely on your interpretation in making our decision concerning whether to consummate the purchase of the Units within the Property. We have a due diligence deadline of July 26, 2012 under our agreement with the seller and would appreciate receiving your interpretation in advance of that date so that Bluegreen may make its decision concerning the purchase of the Units. Enclosed is a check payable to the City of Aspen for the LUR Interpretation fee in the amount $50.00. If there is anything in addition to this letter and fee that is required in order to pursue this interpretation or if you need additional information, please contact me. Sincerely, KLEIN, COT & EDWARDS, LLC B Jose . Edwards III cc: Bluegreen Vacations Unlimited, Inc. Jennifer Phelan Mitch Haas bluegreen\ltr to Bendon interpretation request.doc {I640075.DOC/2} lk� File Edit Record Navigate Form Reports Format Tab Help Routing Status Fees Fee summaryMain Actions Attachments Routing History Valuation (Archf Eng Custom Fields Sub Permits <I ► aslu Aspen Land Use 2012.ASLU WMAIN ST '�� ASPEN CO 81611 r 1 1 ot; � � aslu0l ,A1 702012 I Try 1 akus pending Ap `t Desctlpltier, CODE INTERPRETATION FOR THE INNSBRUCK 233 MST MAIN STREET-AND Issued BLUEGREEN VACATIONS UNLIMITED l ClosedjFinal [ I submitted JKLIEN,COTE AND EMARDS Clock Running Days D Expires 7�5f2013 w Submitted via Owner Last name INNSBRUCK SUITES INVEST First name 422 E HYMAN AVE ASPEN CO 81611 is Phone (614)236-3000 1 Address Applicant Owner is applicant? Contractor is applicant? Last name BLUEGREEN First name 300 S SPRING ST 1 �� � AS Phone (970)429-7499 Cust# 25663 Address ASPEN CO 81611 i Lender - - - - - - Last name First name Phone O Address t t ...E Displays the ef t lenders address AspenGold5(server) angelas M 1 of 1 ;; C )S i BLUEGREEN OWNER BENEFICIARY AGREEMENT BLUEGREEN VACATION CLUB [THE FOUNTAINS SELLING THE FOUNTAINS INVENTORY] MULTi-SITE TIMESHARE PLAN:BLUEGREEN VACATION CLUB DEVELOPERISELLER: BLUEGREEN VACATIONS UNLIMITED,INC. 4960 CONFERENCE WAY N,STE 100,BOCA RATON,FLORIDA 33431-3311 Contract Reference#:701105 Purchaser(s) Social Security No. Social Security No. Sheet Address Phone(Home) Phono(Bus) CrtY State= Zip Country Un to fates o merlca DeveloperfSeller agrees to sell,and the Purchaser agrees to purchase a timeshare estate,being the Property described below.The Property shall be acquired and accepted by the Purchaser upon the following terms and conditions and,in connection therewith,Purchaser is to be designated as an Owner Beneficiary and allocated Vacation Points as set out below.By execution of this Bluegreen Owner Beneficiary Agreement,Purchaser voluntarily appoints and designates the Trustee as hlsrher lawful agent to be delivered the deed to the Property described below. By execution hereof,Purchaser 16 designated an Owner Beneficiary under the Bluegreen Vacation Club Trust Agreement,which was made and entered into as of the 18th day of May 1994,as amended and restated,by and between Developer/Seller and Vacation Trust,lna.,a Florida corporation,as Trustee(the"Trust Agreement').Each Ovmei Beneficiary is entitled to exercise Owner Beneficiary Rights.Owner Beneficiary Rights include as an appurtenance thereto an allocation of the below-described Vacation Points and the right to be conveyed, subject to the terms of the Trust Agreement,the below-described Property upon termination of the Trust Agreement.The Vacation Paints represent the opportunity to use and enjoy Accommodations and Facilities subject to the Trust Agreement and have been determined In relation to current occupancy demand for the below described Property. The Property is defined as CondominiumfUnil No.or as an undivided interest in a particular phase of the Resort as may be further described in the deed for such Property: Resort Name:THE FOUNTAINS Resort Address: Ac cammodation(s)consisting of.Condominium Unit No./Vacation Week No.[together vrth'I"(Full Timeshare Interest)or"E'or"0" (Biennial Timeshare Interest/Even or Odd)]: 8112XI420 The Vacation/Unit Week No.,above set forth,and the Vacation Points associated therewith,are either designated as Annual(by use of the letter'P,indicating a full Timeshare Interest)or Biennial(by use of the fetter"E'or"O',indicating Even Numbered or Odd Numbered Years and one half of a Timeshare Interest). An Annual Vocatlon/Unit Week with Annual Vacation Points means the period of time during which the owner thereof Is afforded the opportunity to use the Accommodations of the Plan on an annual recurring basis. A Biennial Vacation/Unit Week with Biennial Vacation Points means the period of time during which the owner thereof is afforded the opportunity to use the Accommodations of the timeshare Plan on a biennial recurring basis. A VacabonNnit Week created inftially as an Annual VacationfUnit Week or a Biennial Vacation/Unit Week shall remain so, For purposes of this Agreement,the following definitions shall be controlling: "BlenniaP means every other year and the some shall be delamrinative on a calendar year basis,except as otherwise provided herein. 'Odd Numbered Years'means those years ending In 1,3,5,7 or 9 and the same shall be determinative on a calendar year basis. 'Even Numbered Years"means those years ending In 2,4,6,8 or 0 and the same shall be determinative on a calendar year basis. The number of Vacation Points allocated to the Property and the Owner Beneficiary Rights and the designation as'F,"'E"or"0"as described below is:6000 O. Allocated Vacation Points are used to determine occupancy of Accommodations and Facilities during an Owners Use Year,although no additional consideration Is paid for occupancy allowed by Vacation Points allocated to a respective Owner Beneficiary.The Owner's Use Year commences the first day of the month following execution of this Agreement by Purchaser and Developer/Seiler,terminates upon expiration of twelve(12)months following such commencement,and recurs for each succeeding twelve(12)months thereafter. Biennial Vacation Points allow occupancy and use of accommodations only during alternate Owner Use Years.beginning with the initial Owner Use Year foilowing the purchase of the Property,except as otherwise provided herein. Such uses are also subject to provisions for saving and borrowing of Vacation Points,as explained elsewhere herein. Purchaser shall be obligated to pay Common Assessment Fees and Club Dues in accordance with Part E of the Trust Fund Budget as set forth in Paragraph 4 hereof. PURCHASETERMS 1. Purchase Price of Property payable by Purchaser, $7,600,00 2. Down Payment(100.00%of Line 1). $7,500.00 3. Closing Costs.Including Recording Fees,Stale Documentary Stamps,Intangible Tax,Title $350.00 Searchlinsurance,Documents Processing Fee and Fees Related to Transfer of Property to Trustee. 4. State/Local Sales Tax(0.0023725 of Line 1). $ 11.19 5. Total Purchase Price(U.S.Funds)(Add lines 1,3,and 4). $7,867.79 6. Total Down Payment(Add lines 2,3,and 4). $7,867.79 7. Initial Deposit Received$7,867.79(CK,MO,MCNISA,AMEX,DISC). $7,867.79 8. Balance of Down Payment Required on or before WA. $ 0.00 0. Amount Financed NiA for NIA months at WA(Line 1 minus line 2). 10. Monthly Payments of: N/A beginning on NIA. p r.as.:»m--.1 r 70110 Fnro4rot/2012 Regular Contract Purchaser agrees to have Resort Title Agency,Inc. issue lender's title insurance policy. Pre•Authorized Check Plan Accepted(Initial if`Yes7: THIS AGREEMENT IS SUBJECT TO ALL TERMS AND CONDITIONS HEREAFTER SET FORTH, OR ATTACHED WHICH ACKNOWLEDGES HAVING READ ANDS REFERENCE. SIGNING PURCHASER AGREED TO ALL SUCH TERMS AND CONDITIONS AND FURTHER ACKNOWLEDGES RECEIPT OF THE BLUEGREEN VACATION CLUB MULTI-SITE PUBLIC OFFERING STATEMENT AND ANY APPLICABLE EXCHANGE COMPANY DISCLOSURE STATEMENT. NO PURCHASER SHOULD RELY UPON REPRESENTATIONS OTHER THAN THOSE INCLUDED IN THIS AGREEMENT AND IN THE DOCUMENTS REFERRED TO HEREIN, YOU MAY CANCEL THIS CONTRACT WITHOUT ANY PENALTY OR OBLIGATION WITHIN TEN(10) CALENDAR DAYS AFTER THE DATE YOU SIGN THIS CONTRACT OR THE DATE ON WHICH YOU RECEIVE THE LAST OF ALL DOCUMENTS REQUIRED TO BE GIVEN TO YOU PURSUANT TO SECTION 721.07(6),FLA STATUTES,WHICHEVER IS LATER. IF YOU DECIDE TO CANCEL THIS CONTRACT,YOU MUST NOTIFY THE SELLER IN WRITING OF YOUR INTENT TO CANCEL. YOUR NOTICE OF CANCELLATION SHALL BE EFFECTIVE UPON THE DATE SENT AND SHALL BE SENT TO: BLUEGREEN VACATIONS UNLIMITED, INC., ATTN: CORPORATE SALES ACCOUNTING DEPARTMENT,4960 CONFERENCE WAY N STE 100,BOCA RATON FL 33431.3311. ANY ATTEMPT TO OBTAIN A WAIVER OF YOUR CANCELLATION RIGHTS IS VOID AND OF NO EFFECT. WHILE YOU MAY EXECUTE ALL CLOSING DOCUMENTS IN ADVANCE,THE CLOSING, AS EVIDENCED BY DELIVERY OF THE DEED OR OTHER DOCUMENT BEFORE EXPIRATION OF YOUR TEN(10)DAY CANCELLATION PERIOD,IS PROHIBITED. PURCHASER(S): DEVELOPERISELLER: BLUEGREEN VACATIONS UNLIMITED,INC. 04101/2012 13y: 04101/2012 (Date) Authorized Agent (Date) 0410112012 (Dale) 'Nofify shall mean that a mitten notice of cancellation is delivered by any means,which may Include certified mail,return receipt requested,to Bluegreen Vacations Unlimited,Inc. It is a violation of F.S.Ch.721 for any person to Interfere with the delivery of a notice of cancellation by a purchaser. osca:, R"o„ FN04l0112012 Regular Contract TERMS AND CONDITIONS 1. TRUST AGREEMENT. The Bluegreen Vacation Club multi-site timeshare plan has been established pursuant to the Trust Agreement (timeshare Instrument)and related documents. Vacation Trust, Inc., a Florida corporation, currently ads as the Trustee of the Trust Agreement.The address of Vacation Trust,Inc.is 4950 Communication Avenue,Suite 900,Boca Raton,FL 33431, Each Purchaser pursuant to an Owner Beneficiary Agreement Is designated as an Owner Beneficiary pursuant to the terms of the Trust Agreement.The interest of each Owner Beneficiary under the Trust Agreement consists of and Is identified as the fight to performance by the Trustee of its obligations as set forth in the Trust Agreement Each Owner Benefidarys right to performance by the Truslee includes the Trustee holding tide or Occupancy Rights relating to the Accommodations and Facilties within the Bluegreen Vacation Club Trust Estate as agent for each Owner Beneficiary and for the beneficial use and enjoyment of each Owner Beneficiary and the right,subject to the terms of the Trust Agreement,to have the Property conveyed to the Owner Beneficiary named herein upon termination of the Trust Agreement. The Owner Beneficiaries are entitled to use, occupy and enjoy the Property(including Occupancy Rights related to the Property)within the Bluegreen Vacation Club Trust Estate,subject to availability and to the terms of the Trust Agreement and related Instruments. (a) The timeshare interest being sold and acquired hereunder consists of the Property described above,being a fee simple real estate timeshare estate and,in connection therewith,Purchaser Is designated as Owner Beneficiary entitted to the Owner Beneficiary Rights and appurtenant Vacation Points referred to above. Owner Beneficiary Rights include the right to use,occupy and enjoy the Accommodations and Facilities within the Bluegreen Vacation Club Trust Estate coupled with the freehold estate conveyed to the Trustee by Developer/Seller Of its affiliate on behalf of the Purchaser upon Purchaser becoming an Owner Beneficiary under the Trust Agreement.Owner Beneficiary Rights are an Interest in the Bluegreen Vacation Club Trust,which Interest is defined as a"timeshare estate'under F.S.Ch.721.The duration of this timeshare interest Is intended to be perpetual,so long as the Trust Agreement continues. The term of the Vacation Plan is Intended to be perpetual;provided,however,that the Resort Interests at each Component$Re included within the Vacation Plan are fee simple property interests and either(1)continue until such lime as indicated in the Component Site Underlying Declaration at which bare the timeshare plans may be extended for one or more addtionai periods; or(2)are Intended to be perpetual pursuant to the Component Site Underlying Declaration. The Trust Agreement is Irrevocable,so long as any Owner Beneficiary has a right to occupy any portion of the Trust Estate.Upon temnlnation of the Trust,the Trustee is obligated under the Trust Agreement and as part of the Owner Beneficiary Rights to convey the Property to Purchaser by quitclaim deed K tide to the Property is held by the Trustee,so long as Purchaser Is not in default of his or her Owner Benefudary Obligations. Such transfer shall be subject to the rights of a holder of any outstanding loan or mortgage related to the Property created by the Purchaser and related to the Properly to request conveyance of the Property to ft. (b) The Property and other Accommodations and Facilities comprising the Trust Estate(and subject to the Trust Agreement)are owned in fee simple(or leasehold title,it within the Club Pone Kai Component Site Resort)by DeveloperlSeller at the time of Purchasers execution hereof and are to be or have been conveyed to the Trustee by deed from Developer/Seller or its affiliate. The Trustees obligation,pursuant to the Trust Agreement,is to make such Property and other Accommodations and Facilities within the Bluegrean Vacation Club Trust Estate available for the use,occupancy and enjoyment of the Owner Beneficiaries. Purchaser,by the acquisition hereunder,shall be an Owner Beneficiary pursuant to the Trust Agreement The interest of Developer/Seller In the Accommodations and Facclifies is that DevelaperlSeller presently awns such. OevelopedSeller is entitled to designate Owner Beneficiary Rights with appurtenant Vacation Points to Purchasers pursuant to the terms of the Trust Agreement After conveyance to the Trustee as set forth herein,Developer/Seller has no other actual interest,including interest to control,the Accommodations or Facilities conveyed to the Trustee. Prior to Developer/Seller issuing a deed of the Property to the Trustee as agent for Purchaser,the Property(timeshare Interest)shall be released from any lien as may exist encumbering the Property by payment of release fees to the lender thereof or by full satisfaction of said mortgage or lien instrument. Upon such conveyance of the Property,Purchaser directs and authorizes Trustee,if the balance of the purchase price above referred to is not paid in full in cash or certified check,to establish a mortgage against the Property in favor of Developer/Seller or Lender or Iheif designee pursuant to the terms herein to secure the Purchasers payment therefor. 2. DEPOSITS. The initial depositor subsequent payments made pursuant to this Bluegreen Owner Agreement by Purchaser to Developer/Seller shall,prior to dosing,be held in escrow pursuant to the provisions of Section 721.0x,Florida Statutes,with Old Republic National Tide Insurance Company,8433 West Lake Mead Blvd.,Las Vegas,NV 89128-7638(`Escrow Agent. The Escrow Agent shall fumish Purchaser with a written receipt for the Initial deposit and subsequent payments. Escrow Funds held by the Escrow Agent may be invested in securities of the United States Government,or any agency thereof,or in savings of time deposits in institutions insured by an agency of the United States GovemmenL Developer/Seller shall retain the interest generated by any such investment.All monetary amounts recited in this Agreement shall be paid in U.S.Funds. 1 THE PROPERTY. The Property shalt be the Property,as Identified above,which has been allotted a number of Vacation Po'.nls determinative of occupancy rights and equivalent to the Vacation Points set out hereinabove provided to Purchaser hereunder.The Property is a Resort Interest under the Trust Agreement By execution hereof,Purchaser directs and authorizes conveyance of the Property to the Trustee. For each Purchaser provided the Owner Beneficiary Rights and appurtenant Vacation Points from Developer/Seller,Developer/Seller shall convey to Tarstee a Resort Interest or cause its affifiete to convey to Trustee a Resort Interest,which has been established as requiring for occupancy Vacation Points equivalent to the Vacation Points appurtenant to fie Owner Beneficiary Rights of the respective purchaser. The Property and an other property conveyed to the Trustee pursuant to this Agreement and any other Bluegreen Owner Beneficiary Agreement is considered the Trust Estate and property available for occupancy by all purchasers of Owner Beneficiary Rights,subject to the Trust Agreement and established reservation procedures. The Property conveyed to the Trustee pursuant to this Agreement is in fee simple(or leasehold,if within the Club Pono Kai Component Site Resort)and is intended to remain in title to the Trustee perpetually,subject to deletion rights as set forth hereinafter and as otherwise provided for in the Trust Agreement. The Property is subject to the applicable Underlying Declaration identified in Fxhcbft 9 of the Bluegreen Vacation Club Public Offering Statement 4. COMMON ASSESSMENT FEES AND CLUB DUES.Purchaser,as an Owner Beneficiary,agrees to pay Common Assessment Fees and Club Dues as set forth in the Bluegreen Vacation Club Public Offering Statement,Trust Agreement,the related documents,including the Club By-Laws,and this paragraph. Purchaser,as an Owner Beneficiary,agrees to pay common expense assessments,as sat forth in the Underlying Declaration related to the Property,to the extent they are not included In the Common Assessment Fees. Such obligation to pay the foregoing amounts shall continue regardless of the conveyance Of the Property to the Trustee. Purchaser shall pay to the Vacation Club Managing Entity(as hereafter defined)such foregoing amounts related to the Property at the tune that the same are due and payable. Such obligation shall include the obligation to pay any special assessments related to the Property,as well as any real estate taxes attributable to the Property that am not otherwise included in the Common Assessment Fees. The annual Common Assessment Fees,inclusive of ad valorem teal estate taxes,currently payable by Purchaser acquiring Annual Vacation Pants and a Full Timeshare Interest hereunder shall equal a base amount of Three Hundred Twenty Dollars($320.DD)plus an added amount equal to$0.045 times the number of Vacation Points appurtenant to the Owner Beneficiary Rights herein allocated to the Purchaser,provided, however,the Annual Common Assessment Fees,inclusive of taxes,currently payable by a Purchaser acquiring Biennial Vacation Points and a Biennial Timeshare Interest shall equal a base amount of Three Hundred Tvrenty Dollars($320.00)plus an added amount equal to$0.0225 times the number of Vacation Points appurtenant to the Owner Beneficiary Rights herein allocated to the Purchaser. Each Purchaseravner Beneficiary shall only be assessed one base amount(currently$320.00)annually without regard to the number of Vacation Points allocated to such PurchasedOvmer Beneficiary. The calculation of Common Assessment Fees is set forth in Part E to the Trust Fund Budget attached in Exhibit 8 of the Public Offering Statement and is calculated by comparison of the number of Vacation Points appurtenant to the Omer Beneficiary Rights allocated Purchaser as forth herein compared to the total number of Vacation Points allocated to all Owner Beneficiaries Clf3 tt^.Zy Fe,tlx: fotto� FN04101/2012 Regular Contract within Purchasers respective Common Assessment Fee method group. This allocation may alter H addalonal or less Common Assessment Fees are needed because,for example,Component Site fees of taxes Increase or decrease.Bluegreen Vacation Club,Inc.has the fight, pursuant to the Club By-Laws,to increase of decrease such Common Assessment Fees from time to time. In the event Purchaser is already an Owner Beneficiary at the time of execution of this Agreement,Purchaser agrees to have the Annual Common Assessment Fees determined In this same manner as to all of the Vacation Points allocated to Purchaser,whether allocated previously or hereunder.The Annual Common Assessment Fees due annually on the first day of the respective Purchaser's Owner Use Year. Purchaser will be billed a few days after dosing for the Annual Common Assessment Fees for the current year,and the month prior to the start of the interest pluuss a late Owner may Use charged r b the Truest e, If the foregoing default Interest Is rs 1 5°%of Dane unpaid balance per month and which late fee she 1 pt Y be in an amount of 5%of the amount due or$25.00,whichever is greater. Purchaser understands and agrees that Purchaser shall be responsible for the payment of Club Dues,in addition to common expenses and Common Assessment Fees. Club Dues are assessments resulting from the implementation of the Bluegreen Vacation Club plan and are representative of a common expense attributable to such Implementation. Club Dues are established pursuant to the Estimated Operating Budget and Line item Analysis attached in Exhibit 8 of the Public Offering Statement,which describes the various revenues and expenses associated with the operation of Bluegreen Vacation Club.Club Dues for the first year of participation"in the Bluegreen Vacation Club will be billed to Purchaser a few days after dosing. Thereafter,Club Dues for all Owner Beneficiaries,including Biennial Owner Beneficiades,are due annually on the first day of the respective Purchaser's Owner Use Year. Each Purchaser/Owner Beneficiary shall only be assessed one Club Dues amount annually without regard to the number of Vacation Points allocated to such PurchaseflOwnef Beneficiary.Club Dues are payable without a late fee,within 15 days after the due date. if Club Dues are not paid within 15 days after the due date,default interest In the amount of 1.5%of the unpaid balance per month and a late fee in the amount of 61A of the amount due or S25-00,whichever(s greater,may be charged by the Trustee. Club Dues are currently$129.00 per year(plus tax,9 apptcab!e)and automatically include Purchasers membership in the external exchange program then affiliated with Bluegreen Vacation Club(which includes the exchange program's annual renewal fee). Unless otherwise permitted by the Florlda Vacation Club Art,as may be amended from time to time,in no event shall Club Oues in a given year exceed one hundred twenty five percent(1251A)of the Club Dues for the previous year. Purchasers will only be assessed a special assessment in accordance with the Club By-laws. Failure to pay Common Assessment Fees or Club Dues when due shall cause a lien to be filed against the Property pursuant to the Trust Agreement and Club By-Laws. 5. PURCHASER'S ACKNOWLEDGMENTS. Purchaser acknowledges by execution of this Agreement that,prior to the execution of this Agreement,Purchaser has received and had an opportunity to read a copy of the Bluegreen Vacation Club hfug-Site Public Offering Statement and the Exhibits attached thereto relating to the Bluegreen Vacation Club,as well as a copy of any applicable exchange program documents. Purchaser further acknowledges that Purchaser's use of the Accommodations and Facilities are subject to the Trust Agreement and the reservation procedures and that each Owner Beneficiary shall have rights to reserve use of the Accommodations and Facilities on a first-come- first-serve basis,subject to the home resod priority reservation right held by Purchaser and certain other Owner Beneficiaries. Purchaser further acknowledges and represents that the Property and the rights and appurtenances described herein are being purchased for Purchasers personal use,and not for any investment potential or any possible rent returns,tax advantages,depredation,guaranteed buy-back,or as Purchasers principal residence,all of which Purchaser agrees are not part of the subject transaction. Purchaser acknowledges that the Property as hereinabove designated,and other real property has been or will be submitted to a timeshare regime in accordance with the applicable Underlying Declaration. The Property shall be allocated voting rights,assessments and other obligations a hereinoby Punc�hasee applicable Underlying Declaration and related legal documentation. Transfer to the Trustee of the Property specified constitutes Trustee's membership In the owners association existing in respect to the Property. 6. MODIFICATIONS AND CHANGES. Purchaser hereby authorizes the Developer/Seller ad/or its affiliates,as the Developer/Seller may deem necessary,to record among the public records of the counties in which the Accommodations and Facilities contained within the Trust Estate may be located,such documents,Instruments and exhibits as are required to be filed under the laws of the State of Florida,of other applicable state,in order to create and maintain the Accommodations and Facilities pursuant to Florida taut,or other applicable stale law, including but not limited to the Florida Timeshare Act. DeveloperlSeller reserves the right to make changes itself,or through any of its designees,to any such documents,Instruments and exhibits as aforesaid,or as Developer/Seller,governmental authorities having jurisdiction over any of the Accommodations and Facilities,or the tine insurance company may require or deem necessary,provided the changes do not materially and adversely alter Purchasers rights as an Owner Beneficiary. 7. FINANCED PURCHASE. if Purchaser desires purchase money financing in connection with the transaction contemplated hereunder,a loan application will be completed and submitted by Purchaser as part of this Agreement. In such event,this Agreement shall be contingent upon Purchaser obtaining a loan equivalent to a commitment for the amount specified in the face of this Agreement. If the Purchaser fails to qualify for purchase money financing,this Agreement is null and void and all moneys paid by Purchaser will be refunded. Purchaser acknowledges any such loan shall require Trustee to execute,grant,and deliver a mortgage or an equivalent Instrument encumbering the Property(the'Mortgage')to Developer/Seger or Lender or their designee on behalf of Purchaser,which Mortgage shall provide the Property as collateral for such loan,and to the extent that the Trustee is required by Developer/Seller or Lender to execute such Mortgage,Purchaser hereby directs and authorizes the Trustee to execute,grant,and deliver such Mortgage. Purchaser shall deliver to Developer/Seller or Lender a Promissory Note(the'Note)(together with the Mortgage executed by Trustee and such security instruments requested by Developer/Seller or Lender)for the balance of the Purchase Price if such is not paid for fully,at dosing,in cash or certified funds.Purchaser agrees to provide a security instrument,including a UCC financing statement,to Developer/Seller,Lender,or their designee and their respective assignees, respecting Purchaser's Owner Beneficiary Rights,induding appurtenant Vacation Points,d requested to do so in conne tIon with any such purchase money financing.Trustee shall not be gable or responsible for payment of any Mortgage executed by Trustee on behalf of Purchaser nor shall Trustee assume any such Mortgage upon its acceptance of title to the Property. DevelopertSeller and Lender reserve the right to charge Purchaser a reasonable fee for services performed by or on behalf of Developer/Seiler or Lender in connection with this loan, Including but not limited to services such as providing a payment history or copies of statements to Purchaser,etc. Upon repayment in fug of such purchase money loan,Purchaser shall pay to Developer/Seller or Lender the stipulated cost of$25 for a ban payoff processing fee.In no event shall the interest rate charged in connection with the purchase money financing exceed the maximum interest rate permitted by applicable law. 8. CLOSING AND TITLE. Purchaser shall execute any necessary documents in the form supped by DeveloperlSelier as relates to the Property and this transaction Prior to closing and pay all closing costs set forth above. Trustee shall be delivered at dosing on behalf of Purchaser a Deed conveying to it fee simple title(or leasehold title,if within the Club Porno Kai Component Site Resort)in the Property free and dear of all encumbrances except conditions,limitations,zoning and easements of record at the Ume of dosing,the terms and conditions of the Underlying Declaration and taxes for the then current and all subsequent years. Purchaser agrees that he/she shall be obligated to keep current such purchase money financing as is owed in respect to its acquisition of the Property and Purchaser acknowledges that any failure by Purchaser to do so may result in the deletion,cancellation or suspension of Purchaser from the Bluegreen Vacation Club. At dosing, Developer/Seller may deliver to Purchaser a certificate or other evidence of the transactions set out herein as relates to the Property,Owner Beneficiary Rights and appurtenant Vacation Points. Closing will be on such dale and at such place as is spedfied by Developer/Seller of it may be by mail,If authorized by DeveloperlSeller,estimated to be no later than ninety(60)days from the date of this Agreement,or the completion of the Property,whichever occurs last All representations,duties,obligations and agreements of the Purchaser under the terms and conditions of this Agreement shall survive the Closing. Trustee may deliver a Mortgage to DeveloperlSeiler,Lender,or their designee in respect to the Property at dosing,provided such Modgage is limited to the Purchasers loan and such creates no liability to the Trustee other ahea myna F"°S1 FN041012012 701t0� Regular Contract than recourse to the Property. As used herein,closing shall mean delivery of deed and transfer to the Trustee. Pursuant to the terms of the Trust Agreement,the conveyance of the Property to the Trustee will be subject to the foregoing Mortgage granted by Trustee on behalf of Purchaser,provided that Trustee shall not assume any liability therefor. 11 shall be Purchasers obligation to maintain all payments on the Note and to assure performance of the Mortgage,including all terms,conditions and covenants thereof. Please refer to Section III.9.0 of the Text of the Multi-Site Public Offering Statement for a full description of the status of We of the Accommodations and Facilities in the Bluegreen Vacation Club. 9. REFUND PRPALEGES, In the event Purchaser cancels this Agreement during the applicable cancellation period,Developer/Seller(or Lender acting in lieu thereon will refund to the Purchaser the total amount of all payments made by the Purchaser under this Agreement, reduced by the proportion of any Contract Benefits the Purchaser has actually received prior to the effective date of the cancellation. Such Contract Benefits shall include,but not be limited to,(a)the value of the materials delivered to Purchaser-hereby stipulated to be no more than seventy-five dollars(575.00)-excluslve of the Multi-She Public Offering Statement and other documents required to be provided to Purchaser under applicable Florida law,and not returned by the Purchaser to the Developer/Seller in satisfactory condition,reasonable wear and tear excepted and(b)0 the Purchaser has used or occupied any Bluegreen Vacation Club Component Site resort for more than 12 hours prior to delivering a notice of cancellation in accordance With the provisions hereof,a reasonable occupancy charge equal to the fair market nightly rental rate-hereby stipulated to be not less than one hundred fifty dollars(S150.00)per night plus the cost for damages,If any,to the applicable Component Site resort directly aftnoutebte to the Purchasers use or occupancy thereof,The refund shall be made yr thin twenty(20)days after Blusgreen's receipt and acceptance of the Notice of cancellation,or within five(6)days of receipt of funds from the Purchaser's cleared check, whichever is later. 10. PURCHASER'S BREACHIDEFAULT. Time is of the essence of this Agreement,except where otherwise specifically provided for herein. After expiration of the applicable cancellation period,failure to close after demand or to make payments within the time provided for herein,or failure to comply with any of the provisions of this Agreement,shall be considered a breach of this Agreement and all sums paid by Purchaser hereunder shall be retained by the DevelopedSeller(or Lender)as liquidated and agreed damages and not as a penalty. In addition,any termination of this Agreement as a result of Purchaser's breseh/default of any provisions herein shall not relieve Purchaser of any obligations as may be owed to Developer/Seller(or Lender)or Bluegeen Vacation Club,Inc.hereby,Including without limitation,obligations relating to payment of the remaining balance of the purchase price and outstanding Club Dues and Common Assessment Fees.Purchaser shall be liable for Developer/Sellers reasonable attorney's fees and costs Incurred by it by virtue of any kligation as to the parties'rights hereunder K the Deveioper/Seller is the prevailing party. Purchaser acknavledges and agrees that in the event Bluegreen Vacation Club,inc. (or the Vacation Club Managing Entity), refers Purchasers outstanding Club Dues and/or Common Assessment Fees account(s)for collection,Purchaser shall also be obligated to pay,in addition to the principal amount owed by Purchaser hereunder in respect thereto,costs and collection fees in the maximum amount permitted by law. Purchaser agrees to defend and indemnify Developer/Seller(and Lender) against all claims of real estate brokers or sales personnel due to acts of Purchaser or Purchasers representatives,other than brokers or sales personnel employed by the Developer/Seller(and Lender). 11. RADON GAS. Radon is naturally occurring radioactive gas that when It has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over a period of time. Levels of radon that exceed federal and state guideiines have been found In buildings In Florida and other states. Additional information regarding radon and radon testing may be obtained from your County Public Health UnIL The foregoing notice Is provided in order to comply with state law and is for informational purposes only. DaveloperlSeller does not conduct radon testing wHh respect to any Accommodations in any Component$He resod and specifically disclaims any and all representations or waran0as as to the absence of radon gas or radon producing conditions In connection with any Component Site resort. 12. BLUEGREEN VACATION CLUB MEMBERSHIP. Purchaser ac iiimledges that as an Owner Beneficiary,he/she"If be a Class A Member of the Bluegreen Vacation Club,Inc-,a Florida non-profit corporation, Purchaser agrees to be bound by the Articles of Incorporation and By-Lays,together with all rules and regulafons as may be adopted from time to time by Bluegreen Vacation Club. Class A Membership and the voting rights related thereto are not separable from Ovmar Beneficiary Rights. 13, INCORPORATION OF TRUST AGREEMENT.The parties hereto agree that the terms of the Trust Agreement are incorporated herein by this reference. The parties hereto further agree that the Trust Agreement may be amended,from time to lime,pursuant to the terms of paragraph 10.4 of such Trust Agreement. 14. ADDITIONS TO,DELETIONS FROM,AND SUBSTITUTIONS OF TRUST ESTATE. DeveloperlSeller is authorzed and empowered to add to the Trust Estate additional Accommodations and Facilities,as 4 may,in its sole discretion,determine from time to time. Any such additions shall be made pursuant to the terms of the Trust Agreement Deletions of Accommodations and Facilities comprising the Trust Estate may occur as a result of deletion by casualty,deletion by eminent domain,or automatic deletion,all as further set forth in the Trust Agreement Deletions of Component Sites may occur as a result of automatic deletion as further set forth In the Trust Agreement. In the event all or any potion of the Trust Estate is deleted from the Trust,a sufficient number of Owner Beneficiaries of the Trust will also be deleted so as to maintain no greater than a One-lo-One Owner Beneficiary to Accommodation Ratio. Deletions shall comply with the terms of the Trust Agreement Upon an Owner Beneficiary defaulting on his or her Owner Beneficiary Obligations,the Trustee may delete and cancel such Owner Beneficiary as a Beneficiary under the Trust Agreement subject to the terms of the Trust Agreement and compliance with the lockout rules of F.S.§721.13(8), Upon such deletion,the Trustee shag perform pursuant to the terms of the Trust Agreement Neither the Trustee nor any Beneficiary shall be authorized to make any substitutions to any of the Trust Estate,except for replacements as provided above or except as may otherwise be permitted pursuant to F.S.Ch.721. 15. DELETION,CANCELLATION OR SUSPENSION OF PURCHASER. If Purchaser defaults In his or her Owner Beneficiary Obligations, the Purchaser may be deleted,suspended or cancelled as a Beneficiary under the Trust Agreement pursuant to the terms of the Trust Agreement,the By-Laws of the Club and subject to compliance with the lock-out rules of F.S.§721.13(6);provided,however,before any such deletion,cancellation or suspension,Purchaser shag be entitled to the rights as set forth in the lockout rules of F.S.§721.13(6)and In the Trust Agreement and By-Laws of the Club,including the right to cure such default. 16. VACATION POINTS. The number of Vacation Points aulhorizing use of Accommodations and Facilities within the Sluegreen Vacation Club Trust outstanding and allocated to individual purchasers who are members of the Club shall at all times correspond equally to(or an amount less than)the actual Vacation Point value of Acoamrrrodations and Facilities owned/held by the Trustee. Each time an Owner Beneficiary is added(through Issuance of Owner Beneficiary Rights and appurtenant Vacation Points pursuant to a Bluegreen Owner Beneficiary Agreement entered into by Developer/Seger),(i)Developer/Seller or its affiliate shall convey to the Trustee an additional Resort Interest equivalent in Vacation Points value as has been provided to the incoming Purchaser or e the incoming Purchaser shall convey to the Trustee his or her Resort Interest equivalent In Vacation Points as has been provided to the Incoming Purchaser. Vacation Points and Class A Membership in the Club are not separable from Owner Beneficiary Rights. 17. ESTABLISHMENT OF VACATION POINT VALUE. Occupancy of Accommodations within Bluegreen Vacation Club Trust is based upon Vacation Points. The minimum number of Vacation Points presently required to be allocated to any one Purchaser is 3,000. The allotted use allocation of each Vacation Point was initially established at a$1.00 use valuation per Vacation Point,which allocation relates to a balancing of demand for requested occupancy with a determined number of Vacation Points equating to a dally use. Such valuation is for demonstrative use purposes only and Vacation Points have no independent cash or other monetary value.Developer/Seller reserves the right to increase or F!.4111 7 110 FN041/01MQ Regular Contract decrease such use allocation,from time to time,as determined by Developer/Seller in its sole discretion. Each Resort Interest made a part of the Bluegreen Vacation Club will be assigned a Vacation Point use value. The number of Vacation Points allocated to a Purchaser will determine which Accommodations or Facilities,and at which times of the year,such may be reserved and occupied by Purchaser or any other Owner Beneficiary. In establishing the Vacation Point value of each Accommodation,Developer/Seller will take into account the location and anticipated relative use demand at each Component Site that the Developer/Seller intends to offer to the Trustee as a part of the Bluegreen Vacation Club Trust.and Developer/Seller shelf use its best efforts,in good faith and based upon all reasonably available evidence under the circumstances,to further the best interests of all Purchasers of the Bluegreen Vacation Club as a who!e with respect to the opportunity to use and enjoy the Accommodations and Facilities of the Bluegreen Vacation Club Trust- The Vacation Point value may be periodically adjusted from time to time in order to respond to actual Purchaser use pattern and changes in Purchaser use demands for the Accommodations existing at that time within the Bluegreen Vacation Club Trust. 18. SAVING AND BORROWING OF VACATION POINTS. Purchasers vnll be allowed to save Vacation Points from their current Owner Use Year for use in the next succeeding Owner Use Year and borrow Vacation Points from the next succeeding Owner Use Year for use in the current Owner Use Year in accordance with the Club rules on saving and borrowing,as such may exist from time to time,including the following:if required by the Vacation Club Managing Entity,Purchasers must pay all Club Dues and Common Assessment Fees attributable to all saved or borrowed Vacation Points. The rules on saving and borrowing may require that Purchasers notify the Vacation Club Managing Entity In writing prior ro the termination of the Owner Use Year for which Purchaser desires to save Vacation Points. If Purchaser falls to provide any such required notice all unused Vacation Points for that Owner Use Year shag expire upon expiration of such Owner Use Year. Vacation Pants that are property borrowed but not used in the current Owner Use Year may be saved N permitted by the Vacation Club Managing Entity.The rules on saving and borrowing may also require that Purchasers notify the Vacation Club Managing Entity in writing prior to the commencement of the Owner Use Year for which Purchaser desires to borrow Vacation Points. Vacation Points that are property borrowed but not used in the current Owner Use Year shall expire upon expiration of the currant Owner Use Year and cannot be re-borrowed or saved.Saving and borrowing may be limited,on an annual basis,to a percentage determined,from time to time,by the Vacation Club Managing Entity,whose decision to authorize saving and borrowing will be based upon anticipated relative use demand of each Component Site. The rules regarding saving and borrowing will be exercised by the Vacation Club Managing Entity In good faith and based upon all reasonably available evidence under the circumstances with the objective to further the best interest of the Purchasers of the Bluegreen Vacation Club Trust as a whole with respect to their opportunity to use and enjoy the Accommodations and Fadlities of the Plan. The rules may provide that any saving and borrowing may be subject to a charge. 18. NON-TRANSFERABILITY OF VACATION POINTS. Vacation Pants are not separable from Owner Beneficiary Rights and will not be transferable from one Owner Beneficiary to another so as to authorize increased year to year usage.All Owner Beneficiaries are subject to the By-Laws of the Club. In addition,as further set forth in the text of the Multi-she Public Offering Statement and the Club By-Laws,certain benefits and facilities of the Plan including,without[irritation.membership In the Btuegreen VIP Program,whother Basic or Enhanoewroveler Plus Membership,are personal to each Owner Beneficiary and are not assignable or transferable,unless such transfer is facilitated by the Developer/Seller or its authorized agents. 20. RESERVATION GUIDELINES. The Vacation Club Managing Entity shag establish,(,am time to time,reservation guidelines and rules and regulations which shall be binding upon the Purchaser and all othof Owner Beneficiaries. Such reservation guidelines and rules and regulations may establish the Mghtly minimum basis for use of Accommodations and Facilities,weekend and holiday use of Accommodations and Facilities,spit-week reservations regarding Accommodations and Facilities,and bonus time use of Accommodations and Facilities. 21. CONVERTING MEMBER RIGHTS. Purchaser acknowiedges that the Club includes Converting Owner Beneficiaries (Converting Members)who are those who held Gle to a Resort Interest prior to their converting into membership within the Bluegreen Vacation Club. Rights of Converting Members are set forth in the Bylaws of the Club. 22. PRE-AUTHORIZED CHECK PLAN. Purchasers who enroll in the Pre-Authorized Check Plan UPAC Plan)(a)authorize the withdrawal, by debit entry or otherwise•from a depository account specified by Purchaser(the'Account),amounts on the recurring dates each month sufficient to make payments required under this Agreement and/or the Note contemplated hereunder and(b)acknowledge and agree that the terns and conditions respecting the PAC Plan as set forth in the Note and the PAC Plan Agreement are Incorporated herein by this reference. 23. CONSTRUCTION OF SUBJECT PROPERTY AND AMENITIES. If the subject Property is not complete,it Is anticipated that it will he complete by the date estimated for initial possible occupancy,,provided,however,in any event Developer/Seller shalt complete the subject PropertyNvilhln two(2)years of the dale this Agreement is signed by Purchaser,subject only to delays caused by Acts of God,strikes,material shortages or other conditions beyond the Developer/Sellers control which constitute impossibility of Developer/Seller's performance under the law of the state in which the Property is located. As of the date of this Agreement,certain amenities to be completed by the Developer/Seller may not have been completed. To the extent such amenities are identified in the current Bluegreen Vacation Club Mull-Site Public Offering Statement as being not yet completed,the Developer/Seller estimates that such amenities wrill be completed within bvo(2)years of the date this Agreement is signed by Purchaser,subject to delays caused by ads of God or other oonditions or dwornslances beyond the reasonable contra of Developer/Seiler. Otherwise,the recreational facilities and amenities located in the Bluegreen Vacation Club Component Site Resorts are complete and available for use. 24. NO ORAL OR WRITTEN REPRESENTATIONS,WARRANTIES. The parties hereto agree that this Agreement.along with the documents referred to herein,are the only agreements and disclosures between them. Purchaser should not rely upon any representations,oral or written, which are not herein set forth. This Agreement will become effective and binding upon the parties hereto when signed by Purchaser M the spars provided herein and received and accepted by Developer/Seller. Except as othervAse provided by law,Developer/Seller makes no warranties,express or implied,whatsoever,regarding the Property,Units,Common Elements or Common Furnishings including but not limited to warranties of merchantability or fitness for a particular purpose. The Mufti-site Public Offering Statement,which should be reviewed by each Purchaser, provides additional specificity and explanations regarding the information set out herein and shall provide guidance in the interpretation of any provisions hereof. 25. FURNISHINGS. Although all model units are for display purposes only,the Properly described herein shall have furniture,appliances, equipment and all accent furnishings substantially similar to or of equal quality to gorse shown or used in the model. Such furnishings shall be provided by Sluegreen Interiors,LLC,a wholly-owned subsidiary of the Developef/Seller. The stipulated retail value of the furnishings will vary between resorts,but is between approximately 2%and 4%of the purchase price of the Property,and is subject to any applicable sales tax. The owners association at the respective component site resort shall own such furnishings or such shall be part of the common elements of the condominium,and In each case the owners association shall be responsible for maintaining and replacing such furnishings within the Properly. 26. INSULATION. Pursuant to the FTC Regulations,notice is hereby given that each Unit will have blown,rigid or ball insulation installed In all exterior walls to a minimum thickness of one and one-half(1 112)inches,which,according to the manufacturer,will yield an average insulation value of at least R-5. Further,each Unit with a roofed ceiling will have blown,rigid or ball insulation installed in the ceiling to a minimum thickness of two (2) inches,which, according to the manufacturer,will yield an average insulation value of at least R-7. Purchaser understands and acknowledges that insulation thickness may he greater and may vary,depending upon local conditions and construction factors,including,but not limited to,such items as wall openings and plumbing or other structures or obsbuctions within the walls or ceiling which displace the Insulation. Purchaser understands and agrees that the foregoing Information regarding the R-Value of the insulation Is based upon information supplied by the insulation Installer,and Developer/Seller makes no representations or warranty regarding same. 27. MISCELLANEOUS. The terms and provisions hereof shall be deemed independent and severable,and the invalidity of anyone provision or portion thereof shall not affect the validity or enforceability of any other provision hereof, also u:-.7 FNQ41012012 7a170� Regular Contract i (a) BINDING EFFECT. This Agreement is binding upon the parties hereto and their heirs,legal representatives,successors and assigns. This Agreement represents the entire agreement between the parties hereto and may only be amended or mod-fled by an instrument in writing between the parties. This Agreement shall be construed in accordance with the laws of Via State of Florida or elsewhere and shall not be recorded. The recording of this Agreement by the Purchaser shall be considered a breach or this Agreement and,if Purchaser records this Agreement,4 may terminate at Developer/Seller's option. (b) DEFINITIONS. The capitalized terms used herein shall be given the meanings as prescribed to them within the Bluegreen Vacation Club Pubric Offering Statement and the Trust Agreement and,if not defined therein,shall be given the meanings as provided for In F.S. Chapter 721. If a term used herein is not defined as aforesaid,then the tens shall be given its normal and customary meaning. (c) NOTICES. Any notice to be given under this Agreement shall be duty given to the last known address of the Purchaser by regular certified mail,return receipt requested,and will be effective three(3)days after placing the same in the U.S.Mal,postage prepaid. Any notice to be given under this Agreement to the DevelopedSeller shall be given by certified mail,return receipt requested,at the address set forth hereinabove,unless the Purchaser Is notified In writing of an alternative address.By execution of this Agreement,Purchaser agrees to receive future solicitations at the addresslphone number(s)given above from Developer/Seller and its affiliates(including,without limitation,Encore Rewards,Inc.and Great Vacation Destinations,Inc.)for their products and services,including without limitation,solicitation by mail,email,fax, and telephone(inducing by automatic dialing equipment and/or pre-recorded messages). (d) FURTHER DESCRIPTION OF PROPERTY, The parties hereto acknowledge and agree that the Property to be conveyed hereunder is more specifically set forth in the warranty deed conveying the Property to the Trustee as agent for Purchaser,a copy of which will be provided to the Purchaser and terms of which are Incorporated herein by Us reference. (a) OFAC COMPLIANCE. Purchaser warrants and represents to DevelopedSeller that Purchaser is not,and shall not become,a person or entity with whom Developer/Sefler is restricted from doing business with under regulations of the Department of Treasury Office of Foreign Asset Control COFAC). Such representation shall include,but not be limited to persons or entities named on OFAC's Specially Designated list and/or Blacked Persons fist,or under any statute,executive order(inducting,but not limited to,the September 24,2001,Executive Order Blocking Property and Prohibiting Transactlons With Persons Who Commit,Threaten to Commit,or Support Tenorism);or,other governmental action. Purchaser further warrants and represents that h is not and shag not engage in any dealings or transaction or be otherwise associated with such persons or entities prohibited by OFAC regulations. (b Americans with Disabilities Act Certain Accommodations located within the Component Site resorts will be designed for and equipped with handicapped facdflles,as set forth and depicted more partIculaity in the Underlying Declaration and the exhibits thereto. Developer/Seller has advised Purchaser whether the Property that Purchaser is acquiring hereunder is or will be equipped with such facilities, (g) Mold Disclaimer. Mold Is found both indoors and outdoors. The presence of mold may cause property damage or health problems. Additional information regarding mold and a mold Inspection may be obtained from your county public health unit or a professional trained in that field. The foregoing notice Is provided in order to comply with state law and is for informational purposes only. DeveloperlSeller does not conduct mold inspection with respect to any Accommodations in any Component She resort, and specifically disclaims any and all representations or warranties as to the absence of mold in connection theravrith. (h) Florida Construction Disclosure, CHAPTER W,FLORIDA STATUTES,CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY BRING ANY LEGAL ACTION FOR AN ALLEGED CONSTRUCTION DEFECT IN YOUR UNIT, CONDOMINIUM,OR INTEREST THEREIN. SIXTY DAYS BEFORE YOU BRING ANY LEGAL ACTION,YOU MUST DELIVER TO THE DEVELOPER/SELLER,A WRITTEN NOTICE REFERRING TO CHAPTER 558 OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE AND PROVIDE SUCH PERSON THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS AND TO CONSIDER MAKING AN OFFER TO REPAIR OR PAY FOR THE ALLEGED CONSTRUCTION DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER WHICH MAY BE MADE. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER FLORIDA LAW WHICH MUST BE MET AND FOLLOWED TO PROTECT YOUR INTERESTS. 28.MANAGEMENT AGREEMENT, Bluegreen Vacation Club,Inc.has entered into a Management Agreement with Bluegreen Resorts Management,Inc.(the"Vacation Club Managing Entity)for the management of the Bluegreen Vacation Club Mul"ife timeshare plan. The initial term of the Club Management Agreement was three(3)years commencing May 10,1994.The Club Management Agreement,pursuant to Sector 4 thereof,was automatically renewed for successive three(3)year periods,this most recent of v"ch will expire on May 16,2009. The Club Management Agreement will continue to be automatically renewed for successive three(3)year terms unless terminated by either party pursuant to hs terms. Purchaser understands that the Vacation Club Managing Entity is an affiliate of the Developedselfer and that management fees are paid to the Vacation Club Managing Entity for management of the Plan pursuant to the Club Management Agreement, 29.For the purpose of Ad Valorem Assessment,Taxation and Spacial Assessments,the Vacation Club Managing Entity will be considered the taxpayer as your agent pursuant to F.S.§192.037. 30.Accommodations and Facilities may be added to this Multi-Site Vacation Plan without the consent of the Purchasers. The addition of Accommodations and Facilities to this Plan may result In the addition of new Purchasers who will compete with existing Purchasers In making reservations for the use of available Accommodations and Facilities within the Plan,and may also result in an Increase in the Annual Assessment against Purchasers for Common Expenses. For more complete details,please referto Section III.A.6 of the Text of the MuitlSite Public Offering Statement 31. The Developer is required to provide the Vacation Club Managing Entity with a copy of the approved Multi-Site Public Offering Statement Text and Exhibits filed with the Division and any approved amendments thereto,and any other Component Site documents as described in F.S.§§721.07 or 721.55,that are not required to be filed with the Division,to be maintained by the Vacation Club Managing Entity for inspection as part of the books and records of the Bluegreen Vacation Club Multi-site Vacation Plan. 32.Any resale of this Timeshare Interest must be accompanied by certain disclosures In accordance with KS, §721.065, ea FN04101r2012 Regular Contract C4-- rLIA -A,---, -------------- 4A- ZAA SIA Search- 1013 Results - No ter specified Page 1 of 2 C.R.S. 38-33-110 COLORADO REVISED STATUTES *** THIS DOCUMENT REFLECTS CHANGES CURRENT THROUGH ALL LAWS PASSED AT THE FIRST REGULAR SESSION OF THE 68TH GENERAL ASSEMBLY OF THE STATE OF COLORADO *** TITLE 38. PROPERTY - REAL AND PERSONAL REAL PROPERTY ARTICLE 33, CONDOMINIUM OWNERSHIP ACT C.R.S. 38-33-110 (2011) 38-33-110. Time-sharing - definitions As used in this section and section 38-33-111, unless the context otherwise requires: (1) (a) "Interval estate" means a combination of: (I) An estate for years terminating on a date certain, during which years title to a time share 't'.4, _ unit circulates among the interval owners in accordance with a fixed__schedul.e, vesting in each r "C " - __ such interval owner in turn for a period of time establishe_d by the said schedule, with the series �V-Ve- thus established recurring annually until the arrival of the date certain; and (II) A vested future interest in the same unit, consisting of an undivided interest in the remainder in fee simple, the magnitude of the future interest having been established by the time of the creation of the interval estate either by the project instruments or by the deed conveying the interval estate. The estate for years shall not be deemed to merge with the future interest, but neither the estate for years nor the future interest shall be conveyed or encumbered separately from the other. (b) "Interval estate" also means an estate for years as described in subparagraph (I) of paragraph (a) of this subsection (1) where the remainder estate, as defined either by the project instruments or by the deed conveying the interval estate, is retained by the developer or his successors in interest. I M "Interval owner" means a person vested with legal title to an interval estate. (3) "Interval unit" means a unit the title to which is or is to be divided into interval estates. (4) "Project instruments" means the declaration, the bylaws, and any other set of restrictions or restrictive covenants, by whatever name denominated, which limit or restrict the use or occupancy of condominium units. "Project instruments" includes any lawful amendments to such instruments. "Project instruments" does not include any ordinance or other public regulation governing subdivisions, zoning, or other land use matters. (5) "Time share estate" means either an interval estate or a time-span estate. ( (6) "Time share owner" means a person vested with legal title to a time share estate. (7) "Time share unit" means a unit the title to which is or is to be divided either into interval estates or time-span estates. (8) "Time-span estate" means a combination of: http://web.lexisnexis.com/research/retrieve?_m=eac278285cf873963846f68bOf857e29& b... 7/18/2012 Search - 1013 Results - No terrlCpecified + Page 2 of 2 (a) An undivided interest in a present estate in fee simple in a unit, the magnitude of the interest having been established by the time of the creation of the time-span estate either by the project instruments or by the deed conveying the time-span estate; and (b) An exclusive right to possession and occupancy.-of the unit during an annually recurring period of time defined and established by a recorded scheduhe set forth or referred to in the deed conveying the time-span estate. (9) "Time-span owner" means a person vested with legal title to a time-span estate. (10) "Time-span unit" means a unit the title to which is or is to be divided into time-span estates. (11) "Unit owner" means a person vested with legal title to a unit, and, in the case of a time share unit, "unit owner" means all of the times re owners of that unit. When an estate is subject to a deed of trust or a trust deed, "unit owner" means the person entitled to beneficial enjoyment of the estate and not to any trustee or trustees holding title merely as security for an obligation. HISTORY: Source: L. 77: Entire section added, p. 1716, § 1, effective July 1. ANNOTATION Law reviews. For article, "Representing a Purchaser of a Time Share", see 11 Colo. Law. 1543 (1982). For symposium on condominium law and practice, see 11 Colo. Law. 2734 (1982). For comment, "State and Local Regulation of Timesharing in Colorado", see 56 U. Colo. L. Rev. 289 (1985). Enactment of section not change of use of land. The enactment of this section and § 38-33-111 is not tantamount to a change of the use of the land nor is it a new regulation increasing the use of the land. Bd. of County Comm'rs v. Colo. Bd. of Assmt. Appeals, 628 P.2d 156 (Colo. App. 1981). "Membership interests," which do not entitle purchasers to exclusive use of any particular unit, for any particular annual period, do not transfer any interest in real property, and are not "time share estates" under this section. Bernhardt v. Hemphill, 878 P.2d 107 (Colo. App. 1994). About LexisNexis IPrivacy Policy ITerms &Conditions (Contact Us In Copyright © 2012 LexisNexis, a division of Reed Elsevier Inc. All rights reserved. http://web.lexisnexis.com/research/retrieve?_m=eac278285cf873963846f68bOf857e29&_b... 7/18/2012 KLEIN, COTE & EDWARDS, LLC �J ATTORNEYS AT LAW HERBERT S.KLEIN' hsk @kcelaw.net 201 NORTH MILL STREET,STE.203 LANCE R.COTE,PC' lrc@kcelaw.net ASPEN,COLORADO 81611 JOSEPH E.EDWARDS,III,PC' jee @keelawmet TELEPHONE:(970)925-8700 KENNETH E.CITRON' kcitron @kcelaw.net FACSIMILE:(970)925-3977 MADHU B.KRISHNAMURTI mbk @kcelaw.net www.kcelaw.net OF COUNSEL: JOSEPH E.EDWARDS,JR.,PC4 joe @kcelaw.net also admitted in Hawaii RECEIVED Z also admitted in California also admitted in New York and Massachusetts 'also admitted in Texas JUL 0 9 2012 July 9, 2012 CITY OF ASPEN COMMUNITY DEVELOPMENT HAND DELIVERY Chris Bendon, Director Aspen Community Development Department 130 S. Galena St., 3rd Floor Aspen, CO 81611 Re: Request for Interpretation Pursuant to Section 26.306.010, City Code; The Innsbruck—233 West Main Street,Aspen, CO 81611 (the "Property") Dear Chris: As I discussed with Jen and briefly with you, we represent Bluegreen Vacations Unlimited, Inc. ("Bluegreen"). Bluegreen (as buyer) entered a Purchase and Sale Option Agreement with Innsbruck Suites Investments, LLC (as seller) effective as of June 11, 2012 for the purchase and sale of the seller's remaining interests in the Property—comprised of seven whole condominium units (from which no fractions have been sold) and 39 separate 1/12th fractional interests in eight additional condominium units (collectively, the whole units and the fractional interests are referred to herein as the "Units"). Upon the closing of the transaction contemplated by the Purchase and Sale Option Agreement, it is Bluegreen's intention to file an insubstantial PUD amendment application with the City to allow smaller fractions than the currently allowed 1/12th interests to be created and sold within the Units. We held a pre- application conference with Jen last week on that issue. On behalf of Bluegreen, we request a code interpretation pursuant to §26.306.010, City of Aspen Municipal Code, Land Use Regulations (the "LUR"). In particular, we request verification that the prohibition against certain forms of timeshare concepts contained in §26.590.070.J.L, LUR is inapplicable to the Bluegreen Vacation Club multi-site timeshare plan within which the Property and the Units are intended to be integrated and then offered and sold. (I 640075.DOC/2) Chris Bendon, DirectorUAceG , 71 Page 2 July 9, 2012 That section provides in pertinent part that it is "unlawful" for any person to knowingly engage I in: 1. The creation, operation or sale of a right-to-use interest or any other timeshare concept which is not specifically allowed and approved pursuant,to the-requirements of this Section.' ght-to-use timeshare ____Y' e- ' concepts (e.g., leas o ds and vacation clubs) are considered �NcZ 1!E__1 inappropriate in Aspen and are not permitted. This prohibition appears to be intended as a consumer protection regulation. I suspect it is a hold-over in the LUR from the 7O's or 8O's when some"timeshare"plans were less than transparent and/or not real-estate based. As further explained below, and despite the nomenclature,the Bluegreen Vacation Club I multi-site timeshare plan is not a right-to-use interest or leasehold timeshare program; rather, the Bluegreen Vacation Club is a trust-based"timeshare estate"timeshare plan. Since the prohibition specifically mentions "vacation clubs" as an example of a type of prohibited right to use program, we want to clarify and verify with you that the Bluegreen Vacation Club is not the type of"vacation club" contemplated by the prohibition and that Bluegreen is not prohibited from operating the Bluegreen Vacation Club in Aspen. The terms "right-to-use" interest and"vacation club" are not defined in the LUR. The term "right-to-use" is a term of art and has a meaning in the timeshare industry. The term "vacation club" is not a term of art and is used for many different timeshare formats in the industry. The American Resort Development Association("ARDA") defines right-to-use as "A timeshare owner's r4yht to occupy a unit at a resort for a specified number of years and having no rear estateiriterest conveyed." Wikipedia defines a righT=fo=use interesfas follows: purehaser-has-the-right to use the property in accordance with the contract but at some point the contract ends and all rights revert to the property owner. In other words, the right to use contract grants a right to use the resort for a specified number of years." The key elements to a right to use program are a contractual right to a specified time period after which the right to use expires and the lack of a real estate deed. n The Bluegreen Vacation Club multi-site timeshare plan was created under specific provisions of the Florida Timeshare Act and has been registered and approved as a timeshare estate plan in the state of Florida since August 1, 1994 and in Colorado as a timeshare estate subdivision since June 1�___8, 2005. As noted herein, the Bluegreen Vacation Club involves only the offering and sale of deeded timeshare estates for which title insurance is issued. �� _V0,C t We further note that the ARDA defines Vacation Club as "a term used to describe various types of timesharing and usually involving use or access to more than one resort location and other vacation and travel services. However the term is used for many different purposes, including "clubs"which may have nothing to do with timesharing (i.e.,travel clubs)." i {1640075.DOC/2} �I II i Chris Bendon, Director Page 3 July 9, 2012 When Bluegreen sells a timeshare interest in connection with the Bluegreen Vacation Club, it does so pursuant to an "Owner Beneficiary Agreement" (i.e., the timeshare purchase contract) and, upon closing, issues a Warranty Deed conveying fee simple title to the real estate timeshare interest to Vacation Trust, Inc., F 7`7dW-corporation ("Trustee"). The Trustee holds the real estate title for the benefit of the timeshare interest buyer pursuant to the Bluegreen Vacation Club Trust Agreement, which is the timeshare instrument establishing and governing the timeshare plan. The Trust Agreement is intended to be irrevocable; however, in the event of a termination of the Trust, the Trustee is obligated under both the Trust Agreement and the Owner Beneficiary Agreement to transfer to the beneficial owner the timeshare interest in the real property that was transferred to the Trust when the purchaser became a beneficial owner in the Trust. In other words and at the end of the day, the Buyer owns the real estate. For your reference, a copy of the Trust Agreement is enclosed. Also, the timeshare interests can be, and often are, sold on a purchase-money financing basis, in which event, a mortgage is granted on the timeshare interest providing collateral for the purchaser's promissory note. The Trustee, as fee simple owner, simply executes the Mortgage on behalf of and at the request of the beneficial owner and the beneficial owner makes the payments under the promissory note. The Bluegreen Vacation Club is currently comprised of over 60 component site resorts, located in various states, Aruba and the Bahamas, which are used and accessed by its more than 166,000 members (i.e., "Owner Beneficiaries"). Any beneficial owner who buys a timeshare D - e i st also ed_with ThP Innsbruck in connection with the Bluegreen Vacation Club will ha e a 60 day "home resort"preference fo'advance reservation priority at The Innsbruck. j cti`�rctti� 1'rWe spec � �y n - toa 0 (and counting)members of the Bluegreen Vacation ., `Club are all potential new"trials" in the Aspen area. See §26.560.060C.5, LUR. Bluegreen is %_, going to propose smaller fractional interests for the Units and these smaller fractions are encouraged under the Timeshare Regulations. See §26.560.060C.1, LUR. While the program is :iAJ*4,4 called a"vacation club," it is also a type of plan that is both"specifically allowed" and encouraged in Aspen. Whatever meaning the term "vacation club"has in the LUR, we do not run afoul of it because we have a deeded timeshare interest that does not expire The specific language is that right-to-use conc4 s are >nappropriate-an-d vacation clubs afe given as one ossible example of p P something that might be an inappropriate right to use. Bluegreen will not be operating a right to use plan for The Innsbruck. There will be warranty deeds to a real property interest, title insurance policies, mortgages in the case of a financed purchase, the real property interests will not expire, and the owners are protected by the Trust Agreement and the Owner Beneficiary Agreement. Consequently, we request confirmation that Section 26.590.070.J.L, LUR, as it applies to Bluegreen, does not prohibit the operation, offering or sale of the Bluegreen Vacation Club in (I 640075.DOC/2} i it Chris Bendon, Director Page 4 July 9, 2012 to the Trust and do not expire. We intend Aspen provided that the fractional interests are deeded p to rely on your interpretation in making our decision concerning whether to consummate the purchase of the Units within the Property. We have a due diligence deadline of July 26, 2012 under our agreement with the seller and would appreciate receiving your interpretation in advance of that date so that Bluegreen may make its decision concerning the purchase of the Units. �I Enclosed is a check payable to the City of Aspen for the LUR Interpretation fee in the i amount $50.00. If there is anything in addition to this letter and fee that is required in order to pursue this interpretation or if you need additional information, please contact me. Sincerely, i KLEIN, COT & EDWARDS, LLC B Jose . Edwards III cc: Bluegreen Vacations Unlimited, Inc. Jennifer Phelan Mitch Haas bluegreen\ltr to Bendon interpretation request.doc i I i ill I {1640075.DOC/2} JIM _ _ _ AJ - � ir wv s _l vK�c�r a-.1,c` Z: -L.rtic R qtr 7o i�r'� p�. n•44,F � vsed 4'° tie PL � �l O✓l ct'Q � '7 �.c� ) —""'fir/ V _ Cov 1. t C'f-- 5 C<r U-pc c r ,s` Y� c� 4m C%-.R— page 1O11 Phillip supino, ..................... Philp Supino From: Phillip 11-.25 AM Sent: Wednesday, July 18, 2012 To: jee @kcelaw.net Cc: Jennifer Phelan, Debbie Quinn R.S. 38-33- regulations as well as Ian. and the city's timeshare reg I with a Dear Jody: ssistant attorney lue teen, LLC and the timeshare estate to B 9 our letter comply with regard reference" noted in You Owner Beneficiary Upon review of your letter with our a home resort p ed n owners we would like some additional information days Second,we would like to revrights conveyed be happy to 110, does the 111 . and usage 590. timeshare estate, ' F S 38-33- ownership First, as a determine whether the al Code section 26- an Estate as defionudletter to S. and Municipal you have. Time-Sp additional q Agreement identified In you'and defsslthesenssues and answer any meet the inter to discuss meet with y Sincerely, Phillip Sup ino (970)429-2797 Cc.. Debbie Quinn Jen Phelan Cl `_ 1 -2 1.4 k taw �� � 6 - S-10 ;s Phillip Supino From: Jody Edwards Dee @kcelaw.net] Sent: Friday, July 20, 2012 2:15 PM To: Jim True; Jennifer Phelan; Phillip Supino Cc: Chris Bendon; Mitch Haas; 'Virginia Polinski';joe.scalo @bluegreencorp.com; Anthony Polvino Subject: Code Interpretation -The Innsbruck Jim, Jen & Phillip - This email is to provide my response to Phillip's question concerning "time-span estate" and the 60-day preference given to purchasers of interests in the Bluegreen Vacation Club. Broadly speaking, I have two responses to the question - first, I don't believe that Code requires that the timeshare interest be a "time-span estate, " and, second, we satisfy the statutory requirements for a time-span estate in any case. The City's Timeshare Development Regulations, §26.590, contain only one reference to § 38-33-110, CRS. That reference is in §26.590. 030.B. , Minimum Requirements to Obtain Exemption. In order to qualify for a small (6-unit) timeshare development exemption, the development must be comprised of only "time-span estates. " This makes sense because those developments are not subjected to the same level of scrutiny and review as are non-exempt timeshare projects such as the Innsbruck. Non-exempt projects are subjected to a more thorough review - and as a consequence are not limited to development of "time-span estates. " Non-exempt projects can be comprised of any timeshare interest not prohibited by §26.590. 070.J. That section does not require that projects be comprised of time-span estates; instead, it prohibits the operation or sale of a "right-to-use" interest. Thus, the relevant question is not whether the Bluegreen Vacation Club includes the operation or sale of a time-span estate, but whether it is the operation or use of a right-to-use interest. That was addressed in detail in my request for an interpretation, and Bluegreen does not sell right to use interests. Even though the time-span estate analysis is not applicable in this context, the Bluegreen product satisfies the statutory criteria. First, for ease of reference, the statute states: (8) "Time-span estate" means a combination of: (a) An undivided interest in a present estate in fee simple in a unit, the magnitude of the interest having been established by the time of the creation of the time-span estate either by the project instruments or by the deed conveying the time-span estate; and (b) An exclusive right to possession and occupancy of the unit during an annually recurring period of time defined and established by a recorded schedule set forth or referred to in the deed conveying the time-span estate. " As described in the request for interpretation, on purchase and sale of an interest, Bluegreen delivers a Warranty Deed to the Trust for the benefit of the purchaser. Many owners of real property in the City hold their property in Trust, in LLCs, and in other entities for their benefit. Nothing about using a Trust as a holder of the title for a beneficiary diminishes the fact that there is an "undivided interest in a present estate in fee simple in a unit" that is conveyed. And the magnitude of the interest is set forth in both the deed and the timeshare documents. A purchaser of a Bluegreen interest at the Innsbruck will have a 60-day home-resort preference for reserving a unit at the Innsbruck. That preference is provided for in §4 . 9 of the Bylaws of the Bluegreen Vacation Club. On exercise of this 60-day preference, an interest holder will have an exclusive right to possession and occupancy of a unit at the Innsbruck. The Condominium Declaration for the Innsbruck, like almost every other timeshare development in the City, provides that "each Fractional Owner shall have the recurring exclusive right every Use Year set forth in such Fractional Owner's Purchase Agreement and Warranty Deed, to use and occupy an Assigned Unit of such Fractional Owner's Unit Type (though not necessarily the specific Condominium Unit identified in such Purchase Agreement and Warranty Deed) . " See Declaration of Condominium for The Innsbruck, a Condominium recorded at Reception No. 1 542331, Section 6.2 . While the exclusive right to possession and occupancy is not specific to a particular unit it is an exclusive right to possession and occupancy of an assigned unit within the same unit type. As we discussed with Jen, Bluegreen intends to amend the timeshare plan to allow for smaller fractions - for example 1/48th instead of 1/12th interests. While smaller time periods will be sold and while the purchaser is given some flexibility as to the exact dates on which the purchaser will stay in the unit, the time periods are on an "annual recurring period of time. " Therefore, by virtue of the 60-day priority any owner can, if he or she so choses, have an exclusive right to possession and occupancy of a unit at the Innsbruck on an annually recurring basis. Therefore, even if it is deemed applicable, we satisfy the requirements of a "time-span estate. " I want to emphasize that we are not creating any new timeshare interests here (other than the smaller fractions) . We are just selling the same type of timeshare interest that has always existed at Innsbruck, albeit in smaller slices by way of amending the declaration. The fact that these timeshare interests are being sold as part of the Bluegreen Vacation Club does not change the nature or character of what those interests are at the Innsbruck level. We look forward to discussing this with you Monday at 11:00 . Best, Jody Joseph E. Edwards, III Klein, Cote & Edwards, LLC 201 North Mill Street, Ste. 203 Aspen, CO 81611 Tele: (970) 925-8700 Fax: (970) 925-3977 jee @kcelaw.net www.kcelaw.net IRS CIRCULAR 230 NOTICE: This document was not intended or written to be used, and it cannot be used, for the purpose of avoiding tax penalties that may be imposed. In addition, this information cannot be used in promoting, marketing or recommending to another party any transaction or matter addressed herein. CONFIDENTIALITY NOTICE: This email transmission and any attachment (s) may contain confidential information which is legally privileged. This information is only for the use of the intended recipient. If you have received this email transmission in error, please notify us by email at the address above and delete this email. Thank you. 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"19 ... . ..•..fPae.pi••a•aB'e.f e+'w.eq.e,..•a+••ama ea.e♦•......♦••a•,i•I L G v.`6�ACA �a�ED AM RESTATED V " A antl ih mi&to mend md',mum drat=miri Trust Agretzrdnt made as of the lath daY Of-May; 1994 by - W lie lluegrcen Vacations UnfirdW, bd.. h More c radorn(' l fW tcai inc. • with its ° s address at 4960 C Wiy'.lotth, 5uito 100, Boca art, Florida 33431. alai Vs_Gaga Trust; Inc„- o i ation, as:`Trustee ("Trust ") a"Irs 'paJ business address.at 4950 C tuics' Avenue,suite ;Boch n,. hda 33431-.. 1. . Bluegreca has acquired fee title, rights o (including Occupanc, ,[s).or leftibold Interests in' A=ormwdin= and Facllidcs ind intends to.coadmie to mDurz additional stiles, zighu or inieresits in Acconm d a0m0d Facilities, �. . e irr`ends.to convey and. . fer sixth-title$ righhts or .interests .#o the Trans ee. for,the . 'True m hold for the fit of the Bmellci uim h r ex, 3.` Bluegr desks,to -prt vide •to the`Q. ficiar°ies- the yi& V occupy- •arid'use Aiecnrnmcdatiorisaciliiles locld by T, e pdrsuarnt to tt�e. of. nis T Agre t. • Nuegrm tat-Trtistea”: ` each Blenefiziary her have agregd that Tragoc shall held such'' tides,.rights zndtar imeiem in.the AOcommoWons a4d Fioilitles,-io u f emd by Biuegir ursu iz to;he wxm of this'Tnast Agreement, 3nd the Senef'uimics lure 1, for`*die thre'that the titles,rights or i teresta are field . by the Thume,-haYe_. re tilrts herait eshilsl�ed,: S; Thi'l"ria 6 shall hold the Act atlatit#us and p' ilii3ef as provided-'w'the Trustee by iutgrceri ' for the baeflit f"die Aeneft'Wies so as'to Pro the interests o"die.B dicihrias hereunder, for as lung as such exist;and preserve Acconmtodstiosis and FaciBiles for d*B=46rits as herein provlsicd. NOW'TRt:RRl:FC11Y -Dive sr and•the tee,' tats:this T for the uses and piu}toscs . set;Farm. abtsve as provided er It ,with tba- t of this Agree t to be fc9r the pro aP ilia izrterests of the eYic' it being the`dlreesWu a of tht parties hereto bra IY:tsaee.shrill . -:M64 titie,.saghts-or i= d to it-by Blugr br otherwise,vrh'i kid conveyed or n ed"as bf the date rti this Trust Agra t or�ertaxb, y bt conveyed ir,tr erred frornn to,fiizrsie_ haeaftcx'to u-far _ inc2uslou duo=6' of this Txttst Agree° t, purs)= to'tfne to • 'of thistrw Agreernent, speofficall y as As wed. a the`folly 'tcnns shall be il' dnc m set forth belo : Wards otherwise used herein shalt be'given tlic'. ' _ ' Z.n3crribed to such wbrds by Florida Statute,S Lion 721.01 .,.F' j.and.B and.thasc no ftaJ3nd.mstgniuyrawnitg,.tothi*Lic, " .taf a mr•�^r daficm shalt seam any ap..; •- t,cohdominivm or cooperative unit,cabin,•lodgs,.liotel or dell room, or other-private or co . cial'stsi:e tum which is situated on reW or pe onil property and desighed 46r,chc4panc y or rrse•by out or morn lndividuals and fuck shall also lacAude Resort"lnt rests and fltetapaticy Rights ; ft$raspnt to of tht Cr • 1.02 ' s,' Blueveen, Club Wduy, Vaeat%d'Club A� 88 #io'. d slat. oldrs vex, ewh of whose interest under this t Agreement consist of the tight m-perie by the Trustee of-its oblignktas•es herein so,for s, . L "I eat O n°r B flc Imr whom a b' ial Re Interest-or Occupancy Rights relater!.to a Biennial Resort .Interest,' have,been rratuderred to:the Trutt" cone tim.,w°'tth the a to ibe Club of such-respectiie BleAulai OW&J Berazary. t shalt -a Resort InhTi!st,arable is either Odd.• bend Years or Even Ivt b era d l. rive on-a cal' year basis. .Odd 'Years are "So years-'.. enditag in $83,5,7, or 9 {desig red•by an "O').'Even Numbered'Y'ears.we e-years ending. Okpated by E"): - 1.[l - sIWI plep, V14160; 'Fa tpa e .use d by. ."60)or otly.during Eyed N iridYe aios Accommodations odaslons curly during Odd Numbered Years �desi e f " {desiglated by an"'El. I.tl3 c� .,tie t s t tlic'Iiitsegreen Vacation Chzb,.lnc:, a p3orida -grant corpor ti a Vacation Club,Tssc. 1.04' dukjii be the dues,WIsa43a nee t bushed fro€tt fime to firne by.the Burd'at 6ctors of; ells Club: esseficiary, are assessed' �airst the" cse . Club. + rs be established ;a pay'. .. ..'G es.of the Club -to include by'w?y of eta le and;s°aot ' tlora,.-znnaual.r, f _fnt R . eiar s . . . = 'sRftiaat math rho FLOI re er atiarust fees,fees: ce ':for day-today errafl of rase CIA, . ca r.ey=s ,c?ffsc js a rear, m fees disc art payable to the'V "oh'C b giog entity etzeflciaryby the club. 2< shall men the ggmgaie ftourit c4•cotnrnon expmel.due and. payable to the Cotttpta S#e Managing Badly,tag vA6::all• ssmetsts lsvie4 try Pr re3atioa to"all . zaa,Site 'egg Entity Afid ites against.cNy, s thr, of:%Comraon Asses=tnt Fees 64, . §rielsida by may f e�, ' le and not riosa, Pay is it}respect td the 76st ud�ing all. ort assts,.Ae ost3rssodarioass and Facillt s.• oLA'mscssrnent Fees may be referred io as Ma-- e s, I.0 slsait mean al; fix .tore, ' lsanccs,,c S, lord ., t aiPrrsz-at ` burgs tad is A datiow for.use Y.-Owner f during their sU e: .. - occupancy sad use ofAccommodations. 1,07 ry�4,r n it Sirs -mean speeifsc g graph!it site where.a pdrtion of e cco ativ Facilitics of ft Blue Vacatian Club hie located: 1.08 5hau meat:'the entity,'vrAith aperates bt m ' a sic . COMPMCU Site. $,939 shall' mean- Owner. Eetaefsciaries .�Pt , Prioi to, - or ' simataneously with. ibe tbrii of be°:ztg designated an.C3Vner Beneficiary,'held title to i Resort Ira ecst attd wba Yq stied Resort Interest to the Trustee or whc-grant Ogci p Rights to the Trus e ire resp t to.such Resort = Interests. 1.16 d4 mean the'nit ad piel y h usst a fr t of a maivation SYMM in to use of oho TWt by r f"tc .rs, tales " shall alt Wpated relative use d of each Co Sb, w ' h, 'f %Von r 7 ava ia•e ' a do circuxnwweS, • s the best el"of Bey • 'ea as #aol with rc to then• . �• boy' ae'Aeco aS Padlities; Which Bgl ancing Standard and riles aAd'reguladow my be perWidaUy adjusted or=ended - from time to thm in order to mspond to actual Owner Beneftiary use p changes in Ow= • Bimetlraary_. . de for Vie Aea rrdadans.and�aralides, The Tie B chtg Standard may reflect the'opportunity tb else and enjoy Accommod a` and facilities b d ypon Vwstj n Points:. 8:11 the i : of ride d'Sales, ride ' ° xt, d o ile:R s bf the ' • 1'Sep erat.of aaeks: Prot'essiosaal Regvlatloo� - . . - .- 1<32-- shalt mein anjr arraersicy°, fncliaciin aarsy-. t rct r , n za urhlxPt s. service, z .' or.rW`or pgsonal-property, improved or '. roared, other than the Acoti atio which mac' J ode..Tif laiiat?le.F: they %({��aer Baiaef • ; raved that this'terni'shall. ct teJ de an incidental bercfz¢ s dew ° an-'Plorada S te$ `72I,ttS. = 1.13 . wemAeveddailashaktneia any third party,.iraslud:ra butdot lyR �' to iiastltu�anat rkilcw, -Ien�ari rir: u` s.or llucgr u map be, the, 4ciarp, :port agee or gr ice of a Lam I3ebt," .:isTc ' in a . ce..,M UU . Debt, together Frith such benewary's,Mgrtgag '$or tee's.sucee ars irA �M#PSJA interest, ;dad i r 6 ebt ihati=Ash mrWse,deed of trtut,deed to ec;rt debt pr i deeed7exacis or :..vey ; is collateral fox a-debt; a'.Resort.lata=or-other pordou of-the;'1°ru st: state and ilsecurity against' a so ua ay i s nifO C r6at Interes€held d lo';inch vac oapo : i.15._ •_ . � . mean the exclusive rlg?ei p-conlraci,asst chat car ens , t agreement, +astab8;slaita, .' laasive�occuparxy and use of a Risort Interest,gr d to_ft'Trawl e. ' A.16: 3 * cacd 'shall", tlah teeords of a local jurisdicdail, coubtle, whereat rial . . property records or z tr+urix=etc to oe xc�rd�t,In B wha t the IDttderiyi Isza ions_ra y recorded. u; ., L1 shall mewn the ratio of tiie' tr'of er.z" , 4 I gible to tree the. o 'gam on; a gives day as ec�nnpazed r er of Accornmodafiozu 1 for rase Within, ft '1TWt Estsae on that day; so than Ow toW number,of Owner ie,eligible a -Ac commoda tions'during a given calendaf year tats exceeds the totd n=ber of a able fosse i€li i �tttatt . to dur that Year. For P�irposes of ttha Calculation under tom e yr a ari�ast be mo at ` t oattcr, zto daidbaictnsn dY rt csi y be tad szartre 3d orates t 2 an year for rruare thin 366 dincs pct leap yw)• An Owner Ftc` �rlio is dtl°: oral .die pay of dues and stneau hi!rmnuler or under a c Club,Bc74CfaMlary ByTawa ar Ills, egr er, graastt cauttete ua'be nsi eliliblc to gage the Amm=difions flat' ses of tktls d iiorr. unnxlt astaA ' arty FP' lion of Flc,rizta Statute §721;13(6); provided,however,#teat an Benefici `�whc is deleted tts an. Benefic-iary fromjhis Agrc aat$hdll no finger he cn ered eligt#ite tc Ar-p=nodidons for purposes•o of this definition; LIS� P^ alh�w et,,,d' I the aggro payment by all f�wtaer Bone teiarles of iuh Thtes.. 1.19 - '' ', 'shall. nwu. the purchases,'car 'pw6asers 'under tae owner'. . Agreeinent(s)whd acquire O-wiser Ben�fjclar Rights,"including Vacadoc Poin u as an o awe thereto. er BMficIUY SWI - ° tide the gramor of Occuptricy Raght$tv the Trustee, if such gnnw is a Converling o Beneficiary! "P'n'tweancia.,to Vacadon'Points,.is-reflacted ha the bony and.'records of ti v i'vs be a CoAddon W idewilmlon,as an -Benefit: ,ere- • r. OwnerSawflCiATY shall*lude 4 Biennial Owner .20 shah man the.obli ation of the respective Owner Bcneficiuy.tc pay ^, }a dale.for Club , Co ion Ass nt Tees.or o rd in. cri to the actluisidon•by su ti Eleneficiaty 91 his or her Owner 130eficiaq.Rights, b=jUdbg Vacae" Points, inrlttding,but not iiraited to �;Y Li bt or Purchase Money Lien Debt, together with any ts,due on any Resort Interest or occupancy Aiglus ov yed to the Trustee,by Any Co v g Owner Benefac` 2. 1 Halt tuc 'eial rights pzovidt d to an Owner B eueficiaty her r,which rrg ifi i a nchwe,by V61Y of ex le,fx rights of perforrmance provided to Owticr.. Ilt7nefiti ° s,by, ztiatee . ursustss ;S "on g:fll Which.t wDor-Beneficiary Rights shall uicludc -aa a pu excto,Vacation Poasivm - l IdSeztibersia�p era the flub shall bean Vpwunawe tai X11 mext the time period, s•dete ed,for a respective-owner Ben¢fici , oqi=e ' g an t tie first of the foHowjh&his or,her oaectutiion of-his other Slliegree4 Owner A end u ir'ia"- >.z - ttae; aredott of°t° elve.�I ) nos siaeresar. •: .. f ., &hall Mr a A.Lien Debt given as collz=4for the obligatiob of in •;' es Ecnefic ia =r,pay fur this tisititszi oa t sec. cnefiea ry R.igh ,and - u- r Vacation,Paints: .2 shall noeaa°i :40cu t or ids by'whit ta=are Owner ' S' ciary'slc ,have punch ed` how.�Siuegre6i Owaar'B iof"iviz,y bi hts-and_ mpp,srtetiarit Vacation Feint*hii h dac: t-.dr. .dot may, rr m-..i to tee;vary is fog z'zn contm. . azi mead a ` e es' -Ono Blto,AW I�atc MM),•ar•li use,-ua�livickd irteesznst,�ft l ld-esta a estste for yezr&ijnwresl iwa coricicltisinium utiit�br other_ow ip or leasehold interests in: real prep ,as•achy of the foregqM9 may be Oefined'tind.er ap lica0te ate lave, thzll,wiaa die:dme period a}in respect to a rrespeaive- Owne r Eeracficiazy, until a:default lay saaclt er a q p :,his Bedefic ry-Qblsgado' , �rlt4'default cztises a delgiitin or caeca. on bf.such woes S e n ..lad tb)ia rc' of ib a res rctive C=portnt Site,.the' i period, if a#y; until a Corit*ent site-in.its ztam lz'utouvadcally dalcWd f ooir the ThUt F.stat;. - 1.27 MnxdXqwz s4all'mean al}6;'Aceonun-��d= and .: . !tiding • *anqy'$Ugbts,en ti R=ort in n. oo yeyed, or-ot awase ac : by use . e as shall be described, ft6j� , time to 'Li ibir "A�a reto, h` may b cd otn " to ' ' tagcthcr With any appurteum A and p ,-42:resa .ems^ Tir= Estaw mil, adding .y,inefade•Co " uugs or zi : t3i=In, .snd any aid 'i4 r lecefixnts.or substitutions thcrtw, togeih�r with.alt proceeds derived &otn the Tsuat to.c tip y au. of $clash!caseate deleted t to the teiri�s of die,A' ^iii ; 1.2-8 Z=Uund shall W he ag �gam.payment by AIFOVrner Beneficiaries,of cprmnoii Asst:ssment Fees_ 2 2r f peie �i si 1l mean IML certain Declaration of.Covenants, Conditio s., sad . ti kiio'rz, Declaraa ou of nd0MiT4= or siui ilir i app li ble to-a specific Comp at Sim-by ivbl - such specific CoMpon.W.Sta arA iha prop= ' *, --stablished ihercat is created. b w., rl it azr Btuc een arts ainage-new, Im,a Delaware corpoz ion ,� �xcsssog -im�tece t by mex�er to:Rya$wort-Seruices Corp.}, anti'Its surce'ssors and- ' udla in iriggi t . '. " . to ` with de e pur t"t�` s s se ed the n of Trust td.' 1,31 �a�a,�,� ;� a 'the, liae,. fac . upon ., y or e 1y."� ey of.an Ac doo to` :re of Blue e t, which T alue=y be set fti t wilwn 6e. palzncing Studard.- vacation Faim shy be an,appummance in Owner Benef!" Rights and. not, separable therefrom. Vacitim Points shall include Biennial Vacation Paints Uibere sit u.ist uslon in the definido'n Titis T eat is intended to create a.e irrevocable trust abd hot a or.a joint$. ass i ' � T Agreement is not Wended to drem nor dues it=to a misi ibrough emblishmat of- a atioii of z pug, t to ." _ .,01,sp y In that this trust A r r t not or the p osc of-or ni ' s s iadon for sa on 6 'busiueas, but rher"fs for ttiae. ese"ofurovldln s ; Son the purpose ofitki Fla. tat, 21. )Muegai to ' fers to Trust -all.of'iM'A hts,`dries `gists:in the A=Ommodatimii W FacEitics. described ln' ibis"AQ mtac W berem mqr or Is ai'by this ref rent h. sf r sla p include. .". .. le ti °ts s rsd ssi" nt of esfl 3siter is or ao i sts, luat and� e . �xpresstr acre-:that ,ue rean reserves unto 4 tSa ri lst pry_br,t sfer.a ltio ; c €a iadot _ hies.ikl . : hold i tet'ests. ierem or t s azic°y". ,` ts, to.the DUVE&O andm-eqn the deliver qiaidaca,.baser agigm=of,occupamy lughis, ft Trttsrec air it' aait acepi.che.s , ,,oursu -to ire ,of ° - 't nt. ' rtap ies or iu °ns re.establislae ttrsu to ibis'A'..and as y barer fret,from'd=to `_ ,.be a zveyed ox': ferse wa , Trats : , I be idered the"Trost e� ;'fie i ° . " set f in . e 1 ° above,. At any, " i a9d fray tiwa time . idditional Ac god s xw Pacaaities, inci udins Pxs6m-wcrests or occupanw, lttt, y be convered or kamed to the TMM nttder, this: `sttst, and-suuth Accormiiadations and Psailldw, irclut R­.an Interesa or - icy s e bald, dealt vilrla a o f drix Tttsst:Mgr,' t e s ` as at co Pacilitits sfecifically describcd:as' t'ally Suhlect to 'rjj t Age e r; IU faitigoixz� la the er tai T st of °al: ort tete or Occupancy is # char Itutr or iti$rts l tereto.sF3 deli rc ei y ae '(6r a Biemlil Rown B.nt -9t Frights sclated ihercto usable artily 9�y s ax � "{frar m i .. 'a) rut Interest tin as ' hts related to 1»only hi vets i t ed Years q,01.' MfUt As of May IS, 1994 the.h ffecdve date of the T tr m s on rosily'adopTed, enc is established a st be mow=as-the ' hi�.9r Club ms," wbich is o bail-for"thc p 'poses set forlh hereha and exists-as:of such date. .4.02 #se. .The se of the Trust.�s to'provide fur a t ursits it to Fla: r. 721>5�(l;{c} exprsip to include the se of holding and set° .tfia rttrt Tx for thc.benefit of,teerteficiaes ` " ,rcspea to the righs,ind Mmmu'df such Bepo&Wles As set forth in Trust Agrden=t And in ach Blmegreen ' Owttr.Agree 4.63 Ekkall-_U= The BlwgreenNuadon Club Trust shall be tffecdvc as of the date d year, set forth. ereinabove. The Slog= Yxaoon Club Trust' all. be irrevocable, to long,as any Owner Beneficiary has a righl.10 OCCUPY art3'. rdo,n of the.Trust 1. ` ;trutict sltali e an iadhidual or&-bwbmss cadiy aathatixed aud qmlifj d to muduct,trust,bus ess in the-State of plorAa. Any au, `zdd to do business in Fiorlda 'act xs a -T ctioucb ae green ta m 8� � ,or the'." Vl caddn Clisli Nfauging FjZty of the Bluegreen Vacation Tmt or any bmest Holder in respect to the Trust e a re ' e -by Florida St=te'121 53(2).' The Mittel Trustee as set forih In shall be V mcation ThistC Inc., a .. . Florida rpczrativn,;T err rnmy be Co-Trustees. , Trustee dwl trot resign- n less amn rblrty=$30l days` prior mitten notice tc O: ` . iart diub Mamglng Entity and the iviclori. No . of Tru ee. a fee ire s 6uail succ r° tea is appointed Y xhe* acac�rxtt Club l _ suet me sot accepta ap oli W1 sudmed as-Trdaei with di 3 effect ai though . fly as sd ltc cwt. i1 3l nut ss ty nd, owars=ferred. n€be brigtrW,Trt%siee lteiet sbg! ' s.to atay.. essor: tee.. ,s c sor traste l raat' ;liable fox acts fir. snares of pied. or.Tinstea,- velgz. auucccssor.' t ,os ze r ees.a pointed M e er.sb4 become- flatly`vested i� alt tom. Tr si �s , . propestics' ancy Rlthts,rights POWors;trusts,dunk mid oblige' *of its,his or their predecessor. . 5 i!4` '_, €� �: �,� . . . ra `1 .g.. 3n the ev 'of a T 's r -"du,removal ter-(�herwlse ie ' z u-of lta capacity of tee bet .art;and& sir ee is i0olmed Pummc t�'the be atz zladd to act PUA45M-W,thc,P.30ier of inomey set,forth in ft h to , c+bavey Tae T ps io` It ScCc sso <t e,in ' t, if s b�dcsirabla,or n essary,itt,the.sole by ° of ' B! een. if no successor is ed wlzhin late faun elgttty(180)days t etresl .tipta,rentoyal or clan of the T in its capacity as a=m hereondera the�i Bluepten.pursuant to the poi°ei of attct set-2, ioz�t.h Arad sub" to ng 'Debt as ham. y.. lnterest' Holder ftc` R atUy : .. � � cc&dcmii. u. ° - wort ttterestsr Ottlie TrJA Ettatc,to'die'respective 0wW Seneficiaiii's for v l oaj- such A _ ,, i .g Resort.Yx tecessts,.were'colveyeg to ft.Thmtee Upon omitta=Of the res t Owngi Beueficiiry" {ns; ozi e Wo s end srecor4s of i . v)i r luogrects. .pzirsuaatt to the power.of atsarney red bgrei at its option.file an action for app. relief of imolumi6mV i.successor misteel sn MY **urt.of.c*mpetbmjmisdImionwlthin Palm Beach County, rloxida. n t ipadgp of.a T'mme, unless'A sus.esser,m4tee is appatnted vr ttritt sucb 18 days,,then the Tmstee thtia serving"shall be auftrized W primed in AesUntmander as luogr . ,.as set Fos s hcreim ve, yexccutij=Of ft t,ihe`ThIstee does&-,qby . c6usdulle.and appoint loegreen its a e aDd lawht attraratey in fact`to net Pursum to she laras tar of this p graph' �v cb power•of attorney is de=edto be c yiled,�vitlt n i tcrest irrevocable. 6, 1 Tl e Beneficiaries,of the Trust&c the.Owner Bertcfiriarira,.ate Ifamflobity, • uepr w ClubSerefiftY and€he". ' St Holism• Deileficiaiies. 4.• R,&fin'ehin ' `r'rxsctaa At�rt f tftei�w Trustee shall dot -a,fiduciaq to the 6.03 W 6E, ors n .. The interest of each Beoefiolary under this xt Agretr€ew"sktatl cof*t'of d "Ue Idandfiad as the"_dift to per#'or y .the tec of-its obligations to tae res 're:" : 6�et isi.this Trust gyre t sz�forth.' OW Pan the'ri hits Of ao r Baneiciaty or- ` < fi beve,, � c er f ` ave Tt . Fokler 'light of partition to xny of ft Trust-Esc,"lam any"Acxonunodafii2u and-Facill° or real-or persorW property cone ` d thereb, . or in- est held 'the Thut, ' uding any Resort Inter esu or:OwWancy fthts,vziless the Trust is,terminated of dsc rdon of the Trost •is deleted as ut f" -1 herein, he death, olv y or ,. of a B ,. c.i or ute;. •traltsfer of the beueWal Interest as-m'& be alleged pumut.to,the k=h r.:shall Rot rer_rri the Trust pr' tee,tlic• ' .xepresea 've of any,such B fic` ,or else ter�e;'tq may. or ;tp &4.legal -a or.the T -1UgoA Ac death,. insole -or i - 'of z- BeheW. lejA•xepres ttve sha_ji_suc as;a iol, sh4l'be d#y'tba provisions of ttii Trust. to ti`s pts ' • sights this T eee shall mot" " ste or otb " Ise.be.al or as.. to result of de'ath,*` h or' ' ct pf a Bcv(:fic1Wy,or the transfer or ent of ffic beutWal rota. .b: t a eaxj «t, ?do l3eaefi ve the t?�ttorlt '. a. lead' its adiervAse conuiia for or In'flee_ o €be Trusiee or ny-a Bez cla yy or ogle .bind any. enefc o 7. - _• as y- sad°avi_ y s `open be . . - .gyp., ,�" eve Beret ' - .. '.' -" . ' .&AS . Sole peckbis In, m Th Trustee. B zees shalt. nstitute-tip;sale t. . j :uttecest" r_. Tr+ast Asreamti.L,J ; ,Q ' Na t of -my, _ s`al" e t'c�f.aii}! et cts y shalI b0.b" g ' tom, until Tru vcd:.n-MOW ito• " d ass' ent - of C _ :B Rights, " l �'' Points all •' t mdse°the �ive,B3iiej Owner nx this. susr lit executed by the holder thtroof or bri thilli.c oxubd AMOMey k faCt'. :and by 'Uat'sl the r "pt by fhe'Tm6 of such r- - ted xnd adadzed asslg and tion, & : Tsnst;e be suemized to.ded with 14 preexkdrig Beneficiary_ as.a Benerlaw c6nilnuing iander ft te=,of dds Trust Agreernent.,vA the not be kaiak or 'bie"for any de ` •s with respect to such or' actions'Whlch would have been' : prior'0 such assig . .'t or aziter ler,or other ev , 7.01" Udidws (x) -Blue .'is authorb4d and z7lpowercd. w .'ad io.the Trusf state '�dd$tioaal t4 '•trnssod, Faculties,:°as h may, in its sole disc'cretion, dete e-fns '• The Trustee " • ! wept additim to• Trust te. Won ddiycry of a tided;lease,;ssignsment or dthcs'ap rQ riate convey or' t4nder do. to-the Trwtee gvIdgr4ing the addid6n'to,the Trust te< c6bi d ,'€dace, sign eat or ether .. 3sti i be blp to lVegr Arid which' . ,.lease, assi t or othir.insmMent y"be. rded In.die appropr' Official Records of.the sr�usiry.and state in'whi�h such cs odatl or Faotlitias ar will be addidons'-M o the Trot Estate are located. l "e•Truste'c-s t•w'desillai y Flue'Ar those Owner B riiinies, as Flom ' tit.t are aided by Bluepec at Bereficiades to this ;: 7 . A ,-version•T#wner B .. es be established by the conveyance of Owricr Beneticiar. ` ot$, appurteaw"l _ iron Ftaints by milaiiien to such Owner Beneficiaries. 7he T it"A^.to " Ahis T=Agr to vi° •`-a the an f such a di Trust Estate property ar Ilanefsdults as from ' ' to. • y ne by the , e: Any sdditiori of bwnef Beneficiaries shall require compliance with the. One- er Befteficlaky to.Accoinmoditiott 9A6. `Any addition of ad owner Beneficiary-shall,r e conveyance to ;ht Trustee of an: Ac immilation determined by Bluegzaen, pursuant to the De d.Balascis�.. Standard, having a Vacation Point ailocatzati equal to'of greater than the Vacation.Points.squired by the inc OnUng t)w=B=e1lciary'unless'x such lb=- she 7'=(,Estate bas a total ntanbcr of.Arco whose collecttye Vacation Point W.cxceeds the total number of`Vac don Points of all Owncz ne us, i cln tFtc mcomIng Qvmaer.Benefic. • . ,110 fOrtz rhah relate w and include the addititm to'the.Tnast Errant;of.sienaial Interests or.Ocqup a hu rel - ,thereto and the Owner: fan' Ripple and appune t-Eie sal Y. ' ° as 'Points tzaasferred to the respecave Biermw Owner Beneficiary. M. to tli ev 'qf any addition to the Trost.Esta* filuegrm shall, on a paiodic basis,- nd.atty(sling' rith 2tte bivisiou i elect such addition to.the Trost.Estate.. In . b any'addiiion tq doe T Estate.Bluegreen act as•a duc° in . capagity in thee best interests of the owner;Benel'claries-as'a wboie ind ply.anti the Dmkod.Ratancizig Standard,, ;Additions assay be made oily 50 long as a ()ne-w.Otte Aeneficivy to co a ace 10 is ta'lned'at all Additions shall be at the,tole discretion of ='Bltu&rea n'whiclt$s lea and ap s °eiwd zo e such aQctidons-ithoui the tons=of,any other Betief"iciary. Acco adons- aid Rcilitks- y,be added-to the Trust u-(comprising 'tlieaafcr Accoirumodations rind: Farilittrs a 3a fort Bt rfssciari out cozasetit of die iei uW.to include the Omterten4eWies,, . The<addldont•of odatio s and Facvld,:s. to the Tit= Estate may-result in the addition of new Owner Bet 4tiaties WHI con° e%ith-ed i -`Owner Beneficiaries in rtnking tescrvations.for the use Of-avaiiable Ac adolu.arid E'aatiigides wad°ti,t Tr t Estate and may-also result in *n-incrcase-or&creaw its 6t. ; Cssmmoa t F asst.Club Nis against olmn,et Beneficianes. ;:-`° '. (a) ; Its the event there is a casualty to any of the Accommod46m,or comprz the Trust Estate .eiad ruck b"^ r unavailable'for"use.sty' die O%i; r Beneficiaries, the iiacoob club mamging Bmdty.Bemileiary shOl notify all Owner eaacficaariei df such ursavaailabality'af use tiilihitt ihltrty(30)days air ft everat;of casualty. -The'T iee swl,zpptv any kz=nce PToceeds.arising fimt.a.casaoity, ::-as sud proceeds a ail s2e t6end acteallly rcceivad by the Trustee, for-d*cX replace t-nr atquisidon of. -.. idnititsaal:sirnilax rruitt=daiiobs or acllidcs or:iii the a ettt suds replacelasnai ar actnaisiticitts not commenced, . virhin;nmety.(90)days ater scmgl-melpt of insurance proceeds by the Trustee,,then the Ttvr.cc stiatl'arrati a for.' and deletion of Owner IkMeficWies friars the'Trust sea that the O,w"r Beneficiaries will not bt cdmvi•' . on, cca aonatd. lifn-a saddo fi event of any such r `val, s. w ° pro s be disbursed as pr9vided for in paragraph 7.02(d)@i w. Ifs die.event property i as a tc "�y, azi t~ariiponent Site M g >rtxtEty is"tare ed in.regeet.to the Aquamtoftiqns and P `ties,the T ' ear,if so.desi tics by the Tpsteo.•the Vaeatxon Club Managing F.ntiry . Bc dealt .isaer relations W ide such Ca on"'m Site Managing Entity to seek-recotast cdon as.pr 0y as pmi`ble. rite cir . -it iseing tetsslesi this the foregoing time schedules shall only apply the times'of accuat re*pt of JusurRce proceeds by t1u, Trustee: Turing'arty such period of reconstructidn, Owner' &ric to nporart y cot e= fora ` rate A o ctatinns aced Facilities on;a greater tltar$�#ase- tse The Trustee may, its the exercise of its -hominess di.mdon.' WAUilre. z the eapeaisc-of tree..r3' er Berieficilries, ftough flub Dom. agairmt such Owner.B ciacica. -business -Interruption anew, )sere •' lvailable, for seer °` r plarerrie st.Acsrs tadtatiogs lax•• acilides during arty rectsnmuction,.replacarnettt, or i.cgWsicion period. 'Pr ' ' of at y such btiszpess Interruption isuzance'shall be made vailible first to,pay for securing suitable temporaq repiac=ent ,deco lotions red Facilities with anp excess 'bein deposited in tine: event businiss bmMion,.ds=aca is nal'o oi.v port, z . . ..raw -' ','otx to e t of i itt"1itt as ttstrttcta is ;, t to- for s . le adstiotts std patitaet on gzea!tr "thin to Accommodation Ratio. : y.dccWon whetber or riot,ta.reconsauci shill be -4e as-pro y'ar ssible and`r.the l ciro =ricer; subject to the co'MmencMent of r-econsttucdoft Obligations as.s ,fas - above. is tIze,vem of the mking under 6e "t domain. prodeedings of any of the T tee I be subject to any V &L-Undertylug Nclirat3ttn Object the t Thi.prmeds witing flout ibe taking under ezn° • domain p be applied to-eltb4r&e replw=ent of acquiAtio'of.. .. A=trunodations or Puffides by-dia T -or-the-T. I- •.:wmge for the deledon,and.mwvg.of Owner Beneficiaries from being B ftc' es so-that Owner Beneficiaries will got- competing for ble Acco %ithin ate T't i on a greater One-to-one.Owner eficiary m to- _ on Rxio.`.in ft,eftnt of ternoval pumant to this piragiapb, proatds.ftom such . ,` db proceed be distri - 'as praavid u for ia. raph U, (d)(i},below. r ectdv ' Artitltt of t state,.atclu ' g a Resort °stp may-be automatically deleA ftom Me Ihst Uste upon the 'rxpiraaatarz at ttte -of the Owner Bwf cluy.tor wh6m re vs portion of the Tmst Es to b conveyed, transfe or assigned to ate. •Taus d=mAnadou of for whozzi the-re*acdve portion of the Taxst-&mw lW bw ccdvcyad.. • or lisiguid to the- stte sball-be:bwed upon #m books And records-of ttte � tee - the,Bluer r . Ag Any pordon of tie,Trust Estate,'Includi ort es•;;,may also be - - ,f13F lest!.. •. - : : _. : .. - delete.d,pur t t:.5ccdon -. e. " tent bite y earl Healy delet `atpoa e rrat of its T ',,provided,.however, the' Trusaee shall arrange for Lhe delailou and removal of Oww Emeficlaries such that Owner.B nc sul not be . Competing far a 1e Ac'con=cdatio ltliln'the Trost Estateon=,ere r Owner enefieiary to . Ammoodadon Ratio. '(d) .'Tlt Trusters dmn delm Must Esraie r y fiat the. t by ring$tr a gecordittg a d : +ar o ap rt7nvey or,. ' " d d°asxg his�A.to dt Trtxrt ngr t as£rc+ht ' slete ed by die. aastcc to' .;ttpor�xteiatlan of Ttvst Fatale s result of a b by a ic&e ° Bandoxy a his dr leer' Beocfic' xtsz+st(s}, y.sush deexi oc ottu :ropriate.tottveyaetea, : for of ' lion ut, be w of rr rive Holder fuiary 'holds i . :.. j;kn t In to' to ated.p#�a9a or.t a T" to u t of " H61 Beiieftciwy,•-if tto Debt '' res t to T' rate praperty deleted as a of breach by a respective 'ity f "" obligat q tftc deleted Tiu,t, a pr y'-ss bas -cohyed, • as id-ui tce•u `of die,.tespewt c Owner B ft shall be gtivi ed, traas o.Of assi to such',Owner unless , D*60 ftciaty is in default of bls nr ter obligation to es pets or . in event. Baneficiat•y may be dd _ ft'Trustee ` title to such:r* " 've Trok to ptupaty so long as - V don Club g E a to its respecting such aid M ' pees or Club ss prowl . for in 'on,9:11(el . y deletion' df T to'pr slaail be'subject'to the terns of this `ele and the-follow ' . Its event-all.or any•portion of the Ti us t Estate Is-d ed from t, a . . su acaaat aurnhcr ttf B lea of t wall elate be deleteta std as.tct m ' ' :no greater theta a t3ne.to- - {3wner �id y: . `- "on tics. in the event of any sueit deletion,Blue - its filing on.;.•; . 'c 's tilt e ivislaa. ,ln the event of rcmova3 deletion of-1 portion of the'Trmt Bs and-: Owr er B & ies iu•s 6(to the is her f and the receipt b the,Trustee of proceeds from cssuaity' or the � s, h S' be tai iy ' .l zted:by tea . lee between atd.among, as i taks Y appear;, of lcs °arcl ved the t HWdar.•. - B d I.' Debts in deleted AesO tiOas and p'aci'lidef; provided. nd B 've, y greater a the itaal purchase price aid for the Vacadott Poirm acquired by stitch' •ner Beneficiary as sarlfbM in such Owner Benefidxry's flue Feen Owner Ag: t` (ail Tf'the Trust Estate eaeecds titer which as trecessaxy tostabiish.a !C#ne-to-Oac Owner 8.911*"_' o a ' rfl such otr of the Vast Estate which is m.e , 8 of such raw is delved.' er BSI:° n € e del at eiarg the s ixiie t that the only req ni in to to:d L.to Maintain less thin to-0ae r efic° to A=n, - °Cart Ratio at all ' es. Cdr. -Atty ttrrsi Holder Bertefr ° ded to receive Trust-Lstdtc.property which' may,be.deleted May direq the T=sW to eontinue to hold dde-ro's=h pordpa 6f the Trust-Estate property.and. replace any deleted C B, aviary.ghee - previously `tted to.tke Truat zi!M.drne of conveyanee'of' such portion e!be Trikst Estate w the Thiswe.. ; (e) _ na&jaxies.. Upon ;w`Owner He ficla.°y d4iuldni leis or 'Owner Betreftc' b ations,'the Triqft assay-delete,casacel or=spend sLich Owner enei as a t ftciary her'under. Iport any-deletion, the AcC ociation Whin the Trust Estau as has been conveyed, rr r .or asd d d"sh uptsn a_ of the.respet We,dlettd:°- -Be 'ary' 'ut3irsg any Resort Thwitst.if deleted,shall(0 be convgdd iransftrrcd oi:assigaod to die rc va - e t tte� t sh set In t Holder ci who h - and clear of,&j Trr+;ik 4W=UM if•re W ztcd by wh Interest Holder.B. Mui or(H)arty.Interco-Holder-B. . ficia', entitEed.to rrseive: Trust:Emie." which. y be-deleted may t dt . mast 'res cxsntitrue.ui hold title to such portico of due ?rust te'prgperty replace any deleted,t3wner B diary whd pre°vi i d.y boea ausz:'stt�ad tq iu Trt m'ac: : "che' " _of etaa ey of s (t ostiora cf T " , i io T°tmstee, If o such iieri}Tcbt:iri r ct to A:ccoinzaodatibits,and Owaer Beneficluy0blilatiNa.of th;de ting Owner 13eao cia.*y czists,tares upon dcletio of.such� .8encf " r.the lld .shall apply; c-Acs allots �° ' the Estate.as leas-becir ass`• .d of a'aw&ir• to doe T"rs We upon °ttance of the tire. OW' lierse�crai3+, rad3 bt;: can :tr ed or sas` d to such. r B unless suer. flavy is in*:ault,of Ida:or her obligation to:pay Cormion Assesmeat Fees or Club Ducs.' lh such event. such Owner-Beneficiary Miy be dckrtd .axd the Trasteg -remlh We-.w such Acmrnnwidon so long the V. `ota Club ,funky.. - i; 'Seueficlaq qrg4 to satisfy its fien sith vrpzid Comium Assessm=t Fees ar Clab Rues 9s pr ovidd for : in Sectioit 9.1 l(e)below. Despjtc the1bregoiDg, deledou or cancellation.oY an t3v�' Bene"lc shall be subject to.,•''. = - coutpkianccida"plo Ste 721,130, ' ( k-addlziozi to the fL i oia&'ara 0% fgcaar-p any,ba rmptWed from the privileges "rights of ex ,Rights'by-the Vacadoti club h2 trig'Entity, friary tTon such O ftc' -(')s ;breac s:or E r mew.,`Cu!fdll9 S lo cow Iy visa.the ;talcs and zetolations_of the a don° l agog Entity Be_rzef'fcla y;(;H)failin .ta comply aiiih day obligatlow under this Trust,tt.gr gr(!v)breading his or bet r Bea Obligation:provided.spy doh'of.- rights to use imd arjoy• o daaons iect to Florida Ste 721.13(6 De ice fbrc -in. ,.no 'efsc' -Esc a tided pursuant to this.sub a - �:ills: p graph trntal he or she.is :provided-at t tharry( 4)days notice to salt, . - {� - .. •L�gott,delction of�atty r five ' • . ' .. A - od ation from the Estate which ho been convoed w the Tratei Or In respcct';hertty, 4ctupaiicy PISMs have been g , ln)by a-Conn g O r Beneficiary,the.Tzustee,subject to 7,02(d) esgbotie; I by quite:' deed rel• its 1,9 . is Wd atic if so a i' d)'Pei respect to h to,thc Convet3itrg t srei . :. Bene who assi or conveyed rich arc odation to the'Trustee and.shall take such other acti0ra.as atr7y be ' d in.Arder to VesfiUch ai conimod2don subject to any Lien Dzbt or,Purchase IJoftey Ljc�n Debt In the . 131 . - .• Convating Owner Beneficlary'viboIssigmd or'.conveyed such to the Trustee unless =4 C6averdni ' Be riciasy•is.in&&uk of his or her oft 4m m to' sess ri.P or Club ,.I wfilch event, .Coiss+�rrdug fseiary,sway be del the Tnis re ' idle sa It Acto �tang as the Yacadaa'Club Managing Eutiry Rene iary a to s its lid ec' such-unpaid Coimmu As.essraent• ' Fees-or.Chub'Dacs`as piavide for it -Section 0.11(c) below. Updn-such signm6 or.reconveyss?cc to a i Coierting O mcr Bessei�ia l or release of lien by the Va6don Club Managing.Emky 'Beneficiary,.surlt. .' Converting Owner Benefidary shall be deleted as a Bene ciary her er, ?he cc shaN ihctt' d ia►y and "..:A a�hbm on t `• bails,wbicb In'a'part. eaf, reflecting, l delm6n of Acre+ dadon from As Tv St Estate asp#suds ddtticm of ihe-CohW .` g Owner fi0atY..-jitz CmyatV Owner B6aeficimy stin rMCeave title upon such•tmwem, � " is.td_ . in ucb eondid as it. ted at tits"" of conveyance to t�s'. 7.03 Sishsf i sticu.s. :Ntiiher the.Ty-Woe r r -any*. 0anefilky. " _.•be""auth ed to ••> any u itudons�i any.of the Timi ;except far rtphW= `2:3 v' for.ia Section'7.02.above; or as may. . ; fmm_dn-,e m orrie be authorized by. the Florida V=dm ,ut. This section shall nOE be read to restrict stn stuns.of C)wner •, sriarles for deleted Owner B fci' ' : - - '.72rt. . DI TAR c $.41' Ibe Tranee LInD be.obligated.to, the''fonowfag'dt do iiffi, x -to:the owner.1�ef dArW acid_Club B ficissy; ,w ' _tic wi litssitissg the s3btig •- - G . 'ioy'srs7 otbrs.pravtsions cfft3iss;Trust ents , .. - - - . - (� Tzas:ee•shall bold title m. the,7sasis-atc, iv or.h er created.; for the - bcoeficial 'use+ ocatpauq'and e*yitiesu,cf each_Owner mflciarry.:in Accord vAth": a tersawpf each-suctt :Betsefjdary'rBbu .t vym Arccroat and tkwshare tst"subjert,_iitiweverf.so ezch er .:S;aefidary+co=p ying with bis.or her' .BenefC ,Cb i •om.: f; the Club Beilihi&ry ByWws;the Dem=W Bal=bxg Starklard,=d the resemrka rules and rgzadkons., . Trustee shall have recordedJu'the OfF`sscial Rccoids of the poUn;V in whirs any oB die Trust Estate may be loured a deed or other immiimtnt or domments evidenft the Tsustet's holding of tide or 6ccupinq PU&S 10-or,istterests in the Trout Pas te. (t) The Trum shall sballaccep traWcn.as ` cute.k=snd-convelrumes.as arj=ceptable to Bluegram of tide,ki*m oir Occtsparey P4ho to or foi latcrem In Acco ions and'Pxcliitles piopem so be ° vidss fie Taws Esmte-pio sided,bow . tt1m aay sisch tr=kr,assigmem or cmy qiincz of any ssach tights, ddes.or kwoests in or to such Awamino4atiius or Facilities be fi=aud clear of arty f lists or eracttmbrasices agaian*h At:commodadm®r Facilities subject to a ,er.ssd or convey by a Caa?reidt>: t tttind lacy. to du event a. kr, asssig , It= or cbavcyance-of'aay sight, title or =-intarests in or*tu•iay sr -Fa�itics..lncl i•g p 'its or Resort`bicrests k by.a : Ccmy BuieWzy then.'such tranifg.'assi t or-' vey be - and c! of y' nseaet+uy lien or other tan"againat iU,d.Aeco °oat or.Fzcilit ,including Occupa$ey Rights or Resort. lnies*u; suweet, however, to putts`Accermmodatian or Facility, :or'the rights or hut,gists- dwdin,%incluft g Oaupaaey nights bi Resciri 1pm;csts.,being subject to a Debt crt.Purchm-Money Lim Debt, by the C a ig.t�WliCP Beaseficiaiy,.which .lam Dcbt.`.or Auvlase-14pney Uea- Debt. only mcCunbers the Aiwotnniodation mole dmS Resort Interests or , pancy" ig ts,',provided'to Ebe Trustceby the Conortkig,Ow=..-, _ ' (i '"' .'• fhiiex than 8s m tlse foregouig:respective Convertbrg ownei Emefiraaries ns set'fords M'. ": - � of•, � � - - • - "• - pb ph c) dialelp •,-prior to any,cmder to the'Dwt .bf any rights,titles-or im atim or to , " any mozeM ben or ce tions"ar i�itie' ►veyed to Trustee, if „ all be e ei •''.af or'su h"shaft be, 'subject to a s4botdinadoh 4-4 notice ter de&ors istrument pu auaat to- .Stet,A=f 721;53(&)or fl??• (e - the term Of tbis'TtuSt Agreeinerit,each OwRtr Bgnefi iary shall be entitled to use, eupy end enjoy, a� -available basis,the Acct ations and.Facilities"of the Eststs dusiag rc;pecdve O is Use Year based upon the V 'oil Points appur==to the Owner Beneficiary ' is ac j i Ow—=Ow-= B . tietazy liatce.with the"Demand- Balawing rd.tnd s4biect.tca.payn= OE Cftmon'Assesimmu Fees and.Club Pues. 2d y bthtr prbvisiind 40nalfied in this Trust AS'r'ftmeat to the contrary, to the extent#=Ibe Vesting of Owner SeneficiaryI.ights set forth under this Milst A-gr b May o ma vi e any provlsio of . . 'le`Plo tar m0a` or Gov vas of my Eeve-miary•%gu cmwwplated tier" e,dien, t;.tht .of this Trust Air t :61r 2iirslied to tt e-ty ,-at eYsi4 dw ifay y r Be Hilary 1ti9lt!S hereunder If,deemed toAlaw sxsy-suoh pr visio of""ap l able ids"lay!, the . $ea*llcjary-Rights' are d ati�ibldre. pea n of NFU I? e lam slid ba d: ves th_ 3sst shall proi�iTy.cal all reas$nab 'ac ono sous s ' CCW - teen the v of to O Beat -.Rights.in such afffected 0wncr'B or • i B Wits, subj t,h"ever. to "]Glebes or othei Owner 2,eneficlary Oblliations as trey east in r 0 such e - eed'ie' Be et-. r B;nefiaiariz. ' ( ownei Bewfici4es Sul have tie.ri& to.we.and rscct py.the Acs ens:axid - p tlttie .as 'aM av ' .le.p -to ft WZAS of the'`rUSt AgreCtnent so long is they retain &Ir Ofter. , cl - ` ights-. arts to ".r'cspw&g BIue&ecn Owner Agreements. .Use of any Acca par zlgeier:. € sttbjact- e ,zerulataoiss conditSans t)f fete Truxt. nt the d Sal ` 5 xa r d .r flow d is as.-othemise ntay he _ lashed ai`a psrtic' C, setae"SMer clu g litnit d .- pz°bAil sna'as•may be set forth in an-Und0ying aratiou.to-wliiela a parai ,lar ' Qqvvpnei*$Jzanay be subject. Use of an Acs di wind Faci'lsty shall m e ail r �ciaety to.Isay &tide 2-fm associated vvifn tl uad 6ert,04•incd - . ,but not ibrtuted to'meals long dists6ro telephorA calls and sale >ota A " amns, if:apptlr ablc,wh�eh pay shaft be pnld przas t3y eat a bill is' x to stscb'• . 1 ixe's estaii d coUect or direct have to be " sufficient bo Club xd oa sses rt Fees a}able by a Beaelgiwies enough to et the.obligatlou of the I rust is, to tltc "tst Estate, ." . (h) Tree 1ritseeshd maAam-tea-i'routine bast&"a rw4rd o the names and addresses of Owner Seneftehrift aW the c ` ative of Points represegted by'Bhiegrecn ow A its -hick a*�Est e or o °-e ted..Inc Trustee sW be cis rely upon copies of such allwgmlii Owner Apt .at -3is°s8 to it by Blue -n or rise V Club M BencAq .7 or-b eIpaft such 06=U74 evidinim as Intglit'be "lied fibm time tts ti=.and is-sadsfactciy to the T ustecs • "' '1"r tce sbAI routlr ty,P .foe =6dmeati to,die'1'rus€A • to evidence-a cliaages of die iden racy Ovroer n ' nes'u 'pt of. ' s f as set fatttt lima" vt; () In . the-event of.termination of ";tie-Trost, iiic"Trustee ' ccsasvey to ilac water, ftc arses who ate not tw Ii- default of dicir Owner Reneficiaty PbUgations wd whose Bluegrun. 'Agreement,, in effect,without dvkWc the Ttust FAtate on tht basis of each stich O _ ftciaiy tseidg Comayed 12i Resort" m or being quitclaimed.Occupancy. Rights as may be =&etod hi his or b& 6ii Ate: as has bem conveyed to theIrdsice upgn the zdmj=cc of stick"t)vinea ercfi'azy.ta : e of f B f ' ; vidd,; ve ,a w such conveyance my be subian to L en Debts 'Pik4we Money.Lien bebts as are •1 lir,p(such. Conytyaue, the ` Estee" convey such Resort Ins esu or.Occup*y.R.'sglits•subject,V.Lien Debts at-Purdue Mo ter Lien " ale t r st Hbldi =Maq it the b6iftaq of such Lim Debts'or t.@ a Y � Debts r tr of w cla Interest der ®with 'cogv, e bt' sa'. oa of the bli adgn of the. :N'Ater Benaficky to pay -the a his f�itiegs `(1c4�ner �e era€t proceed'such r ��a• ;i+ 'sly e " '1e for." y UAP&id a. , a. � sr�ur fees or "Club Dues tag" such r4wc40dn ii bet dud ind payable bcfo rt zemi=don of die Trust. In Float event`of ga, dessrucdon or ewe ,aticra of y fat. sust "c.oa loss cf sights zs - ` c be rovi . ' titc "Aich results' in,the do don �of A res t We Axw iun from die Trust, g the rt iitee shall discribute premeds may be received in respect thereto.in. - l 3 T step shall eaa�hge, ac the erp e df ri e t�perating of rcaotsiarlrag trth `verffyr,from: ' (1)the inv ?ory of.dte-T r s te,arrd the adYe , Aufn�tr of V=an Pointi npie• 'b -such Tr t- s te, ( the cuawlitive number of Vacatkfi Points ' e.sex d.by BlWegacn Owner AgrewrAts which avc-rscet expired, cancelled or t , (3)-tb� aeodve, lt -,tw o : € . re ct to c=Md� ns or Facilities or the Occupancy Rights MatiAg . rmfloi o e tights, the ezw nF t err or fsach Lin ht n ec, cisy by �,, h �iez Debt ivas created or for•w¢ 'b left'such Lien Debt created;,- , a and (4} all cw Esser us if any, - f tae• ,steer Sut ardent iccountirtg firm.sl°.nli preiaart a report fift respect to the.. !b1f ,�u,,% a�Mcb r ports ll be e available to the, etaefici es' a npaaa segr st;.tftb ivisirga}. tt.. ist aka such repon ividable to any:ocher hater parties, s dct f to tim In the J aze orb of tha Trtist ,' pon! i, i iath acite5cfary. ageez'To pay io; c .(ur as; t by"the Iayste) Co c s es e�€#ems zd, hib s di ed pursuant to ac t Fund z p'crstira d�aactgets. -Vacatixi PoLnt vlutioa-ad resraon d br.(rt) la e event €grit.he r .: Wla vis< b 076es wadable..for.any.:reason oe4:Wraii adm of'" '`Pr4st Ag;eernehl, then eau Owili- :?,enr,5c'TM shall.be able to co<' u,c'to dations md Fai ilides Of th omp Site rekirred to in,' " ��.. her lueg er gr '( g the tomporient 1 Site' :which the Resort lztere t has been Qaav-Iltd 0 dhe Trostee upon admitzznca of rcspecdye ner Bexiefiw-a ),Jn the�Mamer described iri. a Declaradon'for or ik remaiams.€srai of std Res6ri'laidrem and afty use'ri h 'in-daft COMP04ta-ske W TprrVWiis14Y,boea,oude availabie td 0 vner B=Waries thhrbaa the acatiozi om" l voluadon acid atiran:4ystevi Whose Blue green Ofter- Agreements 40 not. refer to die, specific ; rt lsater x' at that QV, nent Sstc will tevnlnatc whert die'Vacalon Point reservation sysiftit is ter ° teal orr otherwv, x lab)e foi nay r so,,e t to the ' chat rights,are QY;Uahla through cr.at:tiaor` ens ge pro -Nom,�,-ps. io8 other pwyisfoa _he'rein 10 the con , ft is spec autho' to riea;t a 'f.plhl r t rts-p!tt. ,any A within dw Trust state; ' lud' fndivl izxerrrstS,. t (i)a,6y such Accommodation subjected.by c Truilft to swh Lien Debt shalt have a vwador,poi t vaaaa swq:gq 1 to vamdou,Points eanveyeil i6 a I respective' Owner 4tfterwiwy, {u'}- such Accoihniodatioq,is TeRacftd in such res �°v 0' 's ' A-gr tai as-cohveyed ttte Trusts l corr�usr ' vrith tirt, scat: the Trim as a., fic' -of the respective Owner Ern anal (iii) such Ac datlen-was t; 1, w ed e Trustee wcorrelaate tp tree idmittame of such respecdve-15wrier'Bantficiary the 7mr. a w iec belt t. y be"tablidsed,for.zhe"purpme of providing security-for the peafor ance of wner.'fiebefici,arry, lh r a;G} .s ' .tivt «y,provided,however, + such Lich ebt shalt upon iefawi of the s7 �m t*c,i bligatioas by buch. zr' a . dray apply_id the Actamrh641ion wit arc die Trust Estant,kicluding i e-individuai Resort i> f6r:4-kh.ft, obt waiinated, _ } =i&ue the oww4ne 0w= Beneficiary to Acc*rurnodifion.Ratio, inclusive of the right of a See.tsr delete oat fr the nut to.ia comparison to deIsziDi9 of tta cr Beneficiaries fgttttd in bitacti bit of their.MpeC&e OWUOT Betteficiary-Obligadons, g, 3, �, �,� R t ,.t;. � t t�.�iatier f�wes.may be-s from the rights and privileges of exercising a Owner Beneficiary Rights as prflvidai for in Section 7.02(e)(1),above, . j '#sett r n� nits i�nrinfiriars;.Tat T shall be opligated to.provide'she following duties with respect to-tae 'Vacation Club M=94 Ezidly 1&wfichwy, which; tiutie$•-shall be v4thout ; ` °urg the o gr tions crrca _ by at ber provi&4 of dds Trust A:g -t: : (a} will vsovide:to the"Vacation Club Magaging Entity Benefis3ary, by Onitte'a --.;proxy fMM to time.in a'form S24iSf=oiY to rate ac pd the Vacationz Club.Mawging Emory tciaty,.- tct its and off:xu o ` as be �'ray Iii Tritstee; ur.exercise:all voti� privileges Y of Acs -Pacilides. including ail- Resort Interests, in and to by Component Site ov�ner's also " son or pursuant to;arty ly` Declaration 4b} The'T`t ustee sMI hold title,to all•Comi4da F . " ` gs,e'tfless,the is:bald by the ,a per`s.as in a'Component, Site. The-V=ti6n Club Manag° d�y- a Ptcimy s4ati,hoe r,have the authority arui the.tote. ibility;arui liability,to the 0%=i 8eriefioii4es fsrr tire', t ce, r paar, sale,'replac t.and accountability for such Common Furnishings,It, eta enders that any tide to such Common Fut�hmgs reladvo to an A- ation within the Trost . staa3q e_tr° fe: upon' clerid i of-such-AcCo ticz-foam.the "T'irust tstaw.fn tht same xrtan er as the, - --Accoftuaddadon vri in*a Trust Estate,- clur ' .ort iniezest.-is deleted. , (c) t from tl xtc'ta t3rrte yam at the expense of the Trust-mod,employ an itid` Fitt accrutt" firm to audit tin accounts of the Qperatirtg Fend and Trust Ind: Such auudd' .if perfomud,- be,}provided iqr the'Trustee, 6e-Board of the Club and upon regbest-to the Division'and airy interested parry viiiso' a ,be deterrnkid to be earitled to the Mt.froto time tollihe.by the Trust". ( ) n'the tvtnt c pzo irtsurarrce acquirred,by i Component Site Maua '. Enttify in act to the Accommodmions and Facilities:-of the'Trust Estate in aa,=ount equal to thz replacement!cost of such A600tnrnodations and Facilities is:act existing, then the Vacation Club M_ ing lathy Beneficiary at the ti4mdon of the Trust. ist-the ' of j Trustee.shall usrc, at C of the property ce for'd - 'ides and Cm=n F=WAngtof the'Trust Estate in an amouat equal p die.gcpla t cost of such Acc=knodadO* Facilities and C&=o6 FurnishAdgs., .95 The Trustxe sitsli be obftamd to provide the following duuiis wit}i respect to Bkegrten,vrhich dottier shall be without Inniting the obiigations created bey o prbvtsions ofthis Trust - - - Afire t:. - _ - •. .- � - - - - � ,. -l - (ap 'i he ere sitall'aecept`from 13iuegrcett:cottvtyance, - fer, or asst ttnttetu of arty t.dzhz, • o_r interests -to Accoedhodations and Fadlide, including Resort ihteresu orOccupancy , Rights,as. as directions se set forth in and shall also,accept frorn.bluegr f,0d vnez tertefi ' :who.meet the requirienlants. s inlay bdierwise be established for-the introduction of such Owner'Bene 'es ptsrsuarat.D the pluegrecs C n,=Agrzemewu and die beceof.. B.g nth Tae Trostee shall bc•obligated to-provide-the following duties:with rot to the Club Beneficiary,wl;ich duties Mall be without lin iting the obligations created by other provisions'of this 'T'rust Agraerneni. (a) e e will. pro*c Bosh of Airecthrs of faciary e r if any, pared by ac s forth l n 4.01(),..ber "Club, The Tmstee will. Provide to the Boazd of Directors.of dhe Club the audit, if any,of the Operating - aad Trust b)' TheITUstee i e3t 2isb an Operaiin ,Budget and Tfust'P nd udjet from year rd'yew.zd provide.a copy-thereof bi•the Board of I3iaector;of the Club Brays . o Club s raid C® :. Msessrmt Peas to be assessed and levied ag ' t'the Owner Bewflilaries sh4U be 4e=7pjaed fwm•dac respective Operating d Bird•get ad T : u 7he Trustee shall be obligated to piovidc the 141fawing ducks hh Mpect to I bsf- oil er; ciaxics, w b-duties. , dthm Irtiting the obi' ' ns created by orber •yisi its of Us Trtiit grc • ' (a). Tac,Trustee provide to- 1 ' oldtr 9ehei°iokew, t&kTort,if anyi prepared ve, otherwise roa`ide'to. ire' i : by.th asi tbt. .. , set$ iii S "on.g:tiltj��, F Rio' e °t,3f any,-of op kuad t : Tnu M0,14a,noi oba• -,.tr fee.•lease or assip any of the Trust Estate to P 3!other-than as ssly to• f!this t A loss. `Md �tee is expres•y ; rat: 'to Vey, fer,:l . o,r ass' an 'A a :of the Trust Estate td an. est.Molder" :. &WACIMY PUISUICII co Of AftkI9• _' ticj•'. a'tssiee shall •o ed to petfctxx ::ts.:t bi axed at.. request. of -Holder Bfteficiarfm,-im acco -wilt 7,02 ve.. : : '( 'I le Trame sh9f provid .p eds.,to,die es€ Hotder:B ciarie5,:; avalable, Pq 'Section 7.02td (i) r `ve: . S.pI t-a-321nift..7ht Thmed` not:be- 'oxiallyliabk for any-trtor.olm9 or'any - kiss Vislas trait of any am or `oxnisdon to ad in.,d a'taiw1on of any'of. pavers•err _ Dp . .Apr €, T ' e acs is good ffiit. tet;ihall not be liable•or die accts&omlisions of any, persons by du Trustee to as4st in as " die ex utina'ofte T" t.:Air pr ons ales!" ' T' look ady to ft.Trut'Estate for pa t of their daims,and every insftmearto whidh die ,a ;ratty or on o any liability _y be '' table a Trosxr zubs*tanea ssi pro (a:) ^ Tro is,expressly ho' by-the a&pdosi.of. ' Trurust.�'sgr t to rely'upari the advice of coo' uel to be selected loyed by the Ittme., with respect to the ccm=cdm of this t •Agtenraw or die rights,obiagadgns and powtrs of any of ttae ao ,' d.Befteftarw.affected hereby, (b) Trustee be autho ° ' -to-p.micipme m-other bus v` res,.' 1: -.es-g.-=d resoct developracAm and sales ictivitice,isidepezduris.,af this Trust Agreemot imd she B.eneficiarics. The Trume 691=be liable many Demeficivy,in tea eon ar icuvicy,it,beimd and : aodeek�owled+g�ed that she e,in;is capwia of Trustee,is,not eaclsuave In its business dealrnga as'a i a ' .. -• - .: - -. (c) 7 he,Tbam- t be nVired w gbt-validity of any.Bluegreen owner r �i ►xe x t YS: '�� [ i�� i } I►, ax!'V r:. 3 i ". f k i �t i t �.� f A r, E• .. Y � _ r ;.., i ti' ♦ i ,! i .t is _ • Y r ♦ x ".t � x ► ►.. M K.'Y M.;f P.S.., f�' r." i 1�: is r *s ! iIi x'� ! x.A4{ ; r.<. k •..e { x. � � s x J h +� �.f 'fA94 7 „M. �►xl: -). ♦i:.: lTnj t -l'••. !(1: N" .► x� ir R x: it' 1 xx.'= E' i (..: f E A l .. )s♦ x t ,.r �. �{ x 9 �' ,.< x is':. r x xr + , +r: ri x`x ► �= w it r.. .✓. 3 if a ;+. �'x -'.' i :Ex Ew. 3i �.•.i' 1 c : Y ! I.ir :• { 1f �.f. x ► : ,.7 ��k i_�A�X, i :T !' 3t 1 3 •a. ai. x:' .i ( °F'xat x: IE-. r i!ie E-:_. a.� E° ) ! f'd t ` �s s' r iit :. i i i>.. ., ' e- s' + r Pi° Gx' t� a'.' s a:i► � R' i � i»a'. 'E.� K x is '.a is �s r 'x.:' r ♦ E i' � i x'.: i a �x -.. �:-- � 'K f Ex'' i r ":,x r�: [... RA x :i i i ..._ r: � Y �',EE . I 1� i'' Y - E.i Y# ( '.k 3 xx '.,�I{ k1 '..in ` :♦ t ►i i - x -.�x i :4 i' a h k'( 1 r : �• c x� i a ;.m R V) r '^r A �'. i {` i �1 :. �i rxl ; t ri s � x i. it ':C E� _[ iT'. .:t.' ! � -: i i= f �i � x M': i {9 ix.. x a1h [ !:'. t r M11 x `xs -) # a' i Ai 8. a't IE 'x� !,x is X' �x rrc x'. ( x't �rX :i 'i'Exi�x E t =f •iT+[;. 9 !fc a. .r ,__ ►.. _� r ,:' � 1 � i Ik • r <:., ►. .: r �i i. 1� F �{T:ti, r i. F'N :R'.f a3'.. i� � 1'.' .xc � � � 'Y. E" ? ,t.. s' ti.• ,#N, t � - r hi." .} W i" ► i��' 4 � %f! M fi:R f 3j;,.R x' ac r f i �Et� i' d �'b'-� 2 M,I�,"E 7 if -. ,te' f._3 R I 9 ;.{ Y x �i`F 9 i ��w [ i � (.Yi vy. :R:. €# N +y[x'.rf 4 i .:- a : ! �.._{ ,s .ik - F >:. t� fir., 2i i'-�E f�� .. E s� �r x": t�' �E'Yt... _i �.. ,t ► . :►a1 'rE .►. ri. ix �" 1 'Y{ � t1 .G" <fi ! -I. Y. � E x Er i. Y9E. a4 � E" ii�. s.. 4 j k?'. >Ti • ..i x , _ '.# �x <�. ii -ir �E �i'M' 1 e xi; .r Y i,, 7i ��. ' 1 �![E� x� '3 xfl ::'xE �! � ar lx x� � t E a . ��r �s i b 1 i i R x r� ._c .,7 M f'.: 'n x f ♦s 1.x L x� E j., i ! • ♦�_. w"x '♦ t e • a'r ..i tt t t x ..,E i rx.` r Y' r .ii( M' J Y ii x x-. f w i t . �...f ►x'x x t., x! � i A a tF !. .' ' . ws nna Tam �.4 ®tm' p t�C9SrAA° A r btd'tot8-of tlaC T• qtr suthoftng a pardcWar.wtsba be,- : nc€utslve ev idence ft such ad is within -&'f tee`s pop'e's. 9.05 =n2 T., lzllid . flgi2kies- The Bercfaraarks#4 not be personally liable-forAny act or t? " sion of the All persons dill wLh• ttte T rte or wig any 19M of the Ttvk oaly.to the . T .Estate-Ibi.the pa cot of"any; due as a trsttlr-of-dteir dealh,gs. In ever t exc'uwd,by the. Trustee Creathti in,obligatio,of anp Tats Tatitee sUl.stipulate that aeldw the TWstee nnr•aa •Beach shall be Jidd to any porsoml:liability _ e-lns t; provi :of any such sdpnla* 'ha not " `establish any ,° iflry-of the or any' c° Beneliciary or his duly author' agent shall have the right due ' izzOipble houss to exahba,impect and make audits of lire Trust Bs"W she rec -of 0-4 Tnisme,Iu rasped r to and to e:WTj= any r its of"the Trustei showing tree'o neriwp of the,Trust Bsiate and alyIrawfeis. ` oaf.• "•" j :¢• '.. ' ' " " ,. - - _ .. . 9.07' gzhip of wag seta in holdins the title to oz y"raglst's or,liamsts in.any of jb&; t ,.tae T shall have o pawl liability for easy n try ore ea atuiotatable to such propeaty,•nor' s the ree have*.resporssibili'or duty.to huproye,. 'fy,maintain, up or air the Trust ass y . Any t s-Ponsib�ity igr!loo gain]including, y way of • lc not liatStaadn't e of adequate insurance and thcpi�qtzeni of taxes.utilides and all, es agributabje to dz,T=Tstate sltaii e pa " Ie km d.,as-detimld.by:ibe V=xiw Club ip 'Bndiry eaaty.who"fill be- o ' umt to-ft ie=s of the,Blotgrem Ow=Agre, rs,act• ovate costs for,the foresoin to er. B ficl on basis asset fail ire the Bylaws f aloe Club�B f i �.. !iinKne��wsrr'nri-'t 4nwr' etPtfdsrtArs`nc Ar tom'be' tiCaCidl ' �St �{- � ch b- B is n is'•c qt:u :Ihe rea dive c cries' e dtc ' reef Dow&ary.Oblag ' vtith all.tile.teams 6f it respective'Owner Bluegr fJwiler ; A ,errs.;,in ft eveut•of A'brekh of the. afjojaq'0 ' ` by:x>zespective.,f3aart�cr.-Baas ssr acts by such er Bzdefxc' of dicr 've RluqTeeti Owner A rwz, t716 ulm'sball have dc* po er P uriuw tea.tbe: .bereof to ce to or end th I nf lay the iawts of his ' t •by h*m° n mead'deladoi,,the OwIter Bate - `s rights shall be cancelled 6c c _ 9.09 e34nd�, hx • •"�. Truster rust fi obligated w prttvlde,gave or- any • ty nd•dr tg hasar cover o f' ity bond or rs •cuss ur ' wvrrxge as be . ' any o re iy"xgery s u. T is u regiswtd, In the eveiat such fidelacy Ta M or , rs=Iii oinission hmrmic0,99vdag.t is qtr required,eutsla bo In an grnount oat less-than tlae minixn=aniount required by.the UvWon or by.isa -rh r re ry.--ettcp and da ik'forra ble-m the Dlvlsion.dr zuc i re atory• age. y subject;:loo ever,tot theconditiloay.mt any stack fidelity band or"'crrors and-oarabsions lnstiiaAce.toyer as available in the general 'Insuraime aasiket, Azj pr&aiurrts for the foregoing shall be as list payable from the Pperating A.1fi• ast4t Tine TYais did-be paid tfac sm=s a t-foa in 0S3s paragraph as conipensation for Its services perfbftneed in connection.with the Trust.. (a) sole oar fbrthe Tnastee,"unu'd,and azoless•ser"d o lie by Bluegretra and• the Vacadort.Flub Managing Entity, in p t'of its dines uisder this Trust 49rcement shall be as fgllours: Cr 'no' Dollars(SljW0.00)per mon&payable solely from Club (b) All fees, gcs said compcnsAon payable to the Traw shall be and are hereby-anode an o 2agatiou 0 theIrmt,zzd the Trustga,sW,not be rtquirdd to convey any of she Trust Estat oui of upon any:c64ft ur ` h mAy reg lre cony e,-ad this Trust shall zat ceag or Mirewte,,unto,all of the 'an,If my,of the ee is fully:p 9.11 M`.s o . . Other tt ss t&e a of the legal,title to o' ri$ or iterresu is dsc Trust Este , Trustee shall leave power, tr®l or authority over doe Trust Estes. .The Trustee shall solely have the powers sd duts'es to&W with and a t ordance with the antho '' s s foVh hCreh'VA suer to e sessly set fardi in this gust gr` nt:'Subject fttrcZ.jug,the�`rusree Shall baud folio ' g rlAti. a). 10-receive rights' dates, and eiecez M ar ' io iMcIda ns -6r fzcUjd and' : - t�c� cy i�h ,as pravidcii here3as8 .; - - '(b) To'employ. o ' < agents, assn'nejra -acid sarvaots an b&atf of-the Trust, wtdch ° , salon saali be payable front the Opera Fund and.-hCM,shalI'beI,c=Tioyed as It is dqenmined necessaiy, by the Trustee for it jo pcaa its duties 3i e y. c) To a .bs.kl respe=on bshait of tae Tiltst Estate in the affairs of t3ch apotteni Site• c�<s asso is on add in=ordince with oath u exl In �? Iaradon; (d)" ea Worms s� or settle aU.aunts, elii - ar e -,ar �raave.ar zeleAse all riots rektingig �Ti t tee- To colfe 2 sro Aq s t F �.Club-Dues f'at's'die iaties< - n: sesstst F Club es lbe established as heren is a Qtby' vhiadvhia: o : such Can on:• sses i Fees Clsib _ es uflt when =ae_ E be S gad delinquent. The vacatfon Ala drag. ratkty cry' 2'flaw a-lien on the;Er r towficiuY Pjghtr. . the' esort laierest wiveym,06. -Trustat at the time of-aduaimnce of.a, dive er-Benerniary.,if sleets respec&e 4etW SinificW4:NU to pay u Asses fees qr.Club Rises- _ . ue,which be a iri frbut axe dam that such;Cb ` m sanest.F' Club Lutes becu=.due. J.he Vacadott Club'arming Entity Belie ficky'smay bring eta action to its garne to foredoic a.' for.Comrilbi^Ass- . ttt Fees,and Club Dues in the IrMnar a . ixWSage of rera is.fomdased and y'also bring to ictizi to licovel a_mOneYju4g=t for the siapaid ... ; -Con=n Amssmrnt- =a -Club Dues w1diclit walviag aby c1 " of lien, The fotegaing tiers is effec&e,frarsr ad its relative p'Y!*d ty shall be estaNished from the.date of recordiq record' u all allin of lien in the public records.-d dime-. ty or cztntiesln.which .resort Inmrist cora*ed.to the Thistec st the fte of of tine delinoelix Hemel` " ' the°ftusx la The. n: f. ime'lhe of the ll3 sett lac Club the art est l3 lazy 41tts for which.ft liesis,a 've;t u . of die er, vkc Com=n Assessiment F Club Duas szont due aud,state the due dates f; forege6js 3'reu. affective vaw sadilied or' `:f7c (5),years leave ixe - the dame the:claiiia pf ljert'js ,recorcl+pd unlpss, ,an action tai enforce the lien is Commenced F=2=to the,#'eregoiass° The shills of Hen y, tech ot3 Common ens Fees V Dues ' ` are due when.&e claim is recorded. Ttsa .. . clahn of.11en "I:be aimed ind acknowledged y an officei or agent of dM Vacation tri , gin$ tY• Bewfixiary. Upoa'k payment,the on=Uug.the p4yrhent is eiad ded to recelve a sitkudon of late lieu. A judffa nt in away action or suit dib sectka, l'Inclu a costs re 6le'atnirasays'.fees for the F per° No ding act ta.' a iia to'the'co ,-the V - _Club , ty ; lazl*is expressly aa, aoi satisfy its 2 amounts -due respecting such mpaid Cv art asstsstncrat Fees or Club Dues in the event tee&Ict s thL-delinquebt,ownir B fciary-€6m-the tc= of ft and the Trustee-retains p.esott its 'su j t tq the forego* " -' P'6twitiumWft g ate foregaing,,the Tku=Shall not have inY-obfignoncr duty, epr-w4- necclszy,ta'' proiect the Inx&-a5t5 of dip,OwdO Ba its coirinincing or defending any actiost at law or in egraity rcia to 1 the 71�si ,";Ali exircise of rights.bi dx Tsusme-d4 be at-W expem of the Owner BendLlarks tough Of f s,lzi.tha Operating -k,addWorr to all the foresaing; the tee strait be empowered to'do 211 y sad ckttt&s is maybe necessary .in $card with x11'applicable taws, ,ordinances and regulations; €ncludbo such applicable laws.. ' ardi4arlm and-re04dons as area4teflLy ttts Division or utm by.any gov cal attthoriry.Cott Taunt Bstatc or arty 0ition f ' g,'but not limited to, lying; ahundhV of restating•this'1'rns't:: .Agreeniint to comply with :h-0.3,ordinances or reg ..•o . . • '. - - a Ted . " ' - --• .' •. 10A - aItx any•prnvisipr, of this Trost ' cement be .ar btcot .invalid or .` formable,ilia" tats provisions of ' -A'g t shall'bee caudhje to be'fully effective, ' It3,3 ' ' . "Atr gotice or-Communication.required:or permitted rider ffik,Trusi A,- . Aunt td-be delivered or to be saved on die Tratee or on Beneficiary be properly delivered to.served on and `. iocelved by-&e't siee or sucli mpective"Beaefldwy° ben patson alljr deUvwd to the Trustee arts}soh rt ccrive or in lieu 0f,such Soliff ftwhcd in G%e,Uni, Sums, • ', cea!ficd ,- #b postage prePaid;.addressed w the. rusme at �l a G Ittc.,a Fiarida'Porporatiott " 'uiticadm AV9PUj,.jUjtj 400, Boa latoit Florida 33437 . be;in- ease ol`any r Be Ac' ; at the'-address last shgwn on the xecords of tlae`3'rustee fir•,such O��er:: Ian In z�event Of aditr #lei re er.the address shall b6 SWch ad&ess as supplied t®the Trustee,ttoitl ' to dim, ,•g,by mh 30.3 1 Tae'Trust created,by hiss kgr t has been accepted by the Trustee in the State of Fl . ' a;will be '' by d .Trastce in state.•and ihe'v .lC,co dw arA ail tinter ' by the Im of tie Mate.of Florida; A A=eadmv9L Me ' b Manning EWW St tiet`u end the TMstes array- .` Taunt Agreement in .writing - c e dment to be- ado however,•dtat do not adduct -rially affect the rights as set forth- der of fie edficiarls:s. ameudimem so sua .Any fd a Vsetat ib.M lg r Y .. u3ary'Ixr tht.T f they tie the.Division and each mpl6iy agency with-b=-• the Trau is registered and ft Board.of.Drectorg of IM Club Eme ' ',notice-of the'ameadzuent at bast Wq(30)'days before;such amcsieitnet3t'ls c#Ifactive,. bat eves,=them is it dexermination by any of t! -ftegt'mg diat they will be adv=zdy and Mmially Affected by ax},s'tuh aWmd=M and written objection is " Yeti by the'Trustee wiNn,such 30 days by at least ten(105)per t 62 of tbe'tlwatcr Deneficades or by Eli , then an,Y such' t shall only be a0apted ttp6n re!"Oving_a: Jorky WOO of the.0 generic and the Ttuste4"laid Vica tlon•Chub hianagiatg,Earity`BmeaeWy, ' NarwithsramillAg any`other•prbvistan herela to the contzwy,am Trdm, and the Vacation Club, &g.Entity". - fi;iary rmy pwnd'thh'-Airmnant at stay three wi t The, appmvw of any-paxYy, if sash' nt � ,' in.the reaso le tap` " n. of,the Trustee,-so` rigs this Trost Agreement or the Blucl ' Owttcs Agreetttents are made to comply.widi utp applicable-lawa,ord dices.rules ant#regulations. NO cowlderadoa has been paid by the Truttge to arty conveyawc at the : ' h e has bem ted. be hold by T sablict to ail e,' ' or or'd ag > t #de eto,`wbidw the=to are of 'rewid qr otherwise. The Musi SkAle will be hel&on the odi c s and f cbe• ses b •set - forth,'until the frwt is otht iwhe terntimW#t udate respective portion of the Trutt RsMfA is conveyed-6e'of the �'taast,as herein p#o�+ided. r 14,6 Procedures. The Trust mid any Trustee.shall at all d= conTly evith the .' folio ,lld ... � . . .' - � .• '. - Y (ap. Tate Trust to Dili not be cb gled with the-assce of qy individual.ccrporaziora,. limited liability company. joint vta " associatidn, joint-stock,r6mpany,, Mst. Mntacorporatied org i.zadi n or Soverrumat agency or political suWlvhion tlteredf(each,i"Persob�) The`Txust to than be sipahaiiy"01ied a0d segregated. ' ('b) b aceounts,If-existing, shall be maiAtemed se araie'fro those"of.aay otter Wesson. : (t:). `• All records ad bdo s of account of the`l�satst shall be i ia%ned separate frbM,6ose Qf any other Prrsoa. Such s ts,.re=ds and decumeuts shall indicate ttte'separamuess of thi Trust Estate iihd.liabilitlis of the Trusi.Estate from thw of any outer pawn. . : (d) At all.limes the Twit. tall afield-out to pablic(16i iuding asay arlcditors of ty oflser.person}-ukder its own : and l dpera�te Sq as-tar-A4t consiolersd "attcx-� a" srf or „ Otherwise conduct itself as pari of atzy.other Pirsoii. All c'ustoraazy fortAidds.regaiding the separate' existence of the Trust shallte observed.. W. Tbc Trout's-business and dperiiibra shall bp'nm solely•tkroatgh tire,Tr-ttstee. At Ali ft es the charter,32d-other operative acumeMES of.azwy successor trustee Shalt contain'provisions .' identical La p.Urpose eta-&e "Corporate rice' "ace forth.in'.Article:Y of the Thiitce's Articles of `�`Ihcorporaiora, as tho.-samo may be,vr meat'have been'sinended,and as its effect lira the date hexeor4. : ff} Tmt ihall.act solely W-its own a and through tlae tsd and shall conduct all b- i eas correspaadsnce of the T oust and other coniaunicatioas in the Trust's owa MAL,aid n its 4wa. st ' # - Decisions— ccspe6t to _ Trust's ine;is and -daily ope `ons shall ind dy made y-the T and will not be dicii y any-other Person, The-Trust Sul nai{i) $ai tee ar asSUrat irty Ilabilitiesorobligitions.of any o -Person or CJ. eaftWt y other pa-onto assume or 'paraztec any rabillties.of doe Trust (h), 7be T r.agcy liabilities, tftePc trade ,debts on its.own behalf rtdt in ex=s of one thousand.. dollars(S1 -00). f0'- Trust'expsnses, if any,-will be paid,-by.the tee..froru.the Trust fit e at all. timer; -all a progrlate- formilides df fo on and.1adependew mascgeme- t of the °ftttst stroll be observed, TheTruit will be operated so-as it wilt'not be substan&ely eoaut litlnted`v�itt a o , . Person. To-the extent the Tm jointly coutramq-with ray other-Pertaa to do b u " ,with vendors or strviet providers or to share overhead'expeases,-the'costs incurred in so doing shall be'allpcated ftW amon such-entities and each Such-.dry shall bear its:fair siiata oaf sucb.costs and shall ensum Vii, to' the extent that the Trtist contracts.or.does bail bwinm with vendors or service providers the'ldods • and'services provided arc partially for the efit of my other Person. the costs incurred in.sc,doing jr : shad•be Wrly aff6ined to or such emitleslor whose benefit the goods and;avie`es are prov lsd, MW- . that eaekt Mh entity,sbiN b oat '° : . e of gab costs. } No subside .of the.Trust shA#re forr k or Perrnitted. { ? "rho Thut ihaH be lndepend=l fraut Rfuegreen Corporation,, Blue Blugreen Resorts �¢ sagcmeht, Inc., any�atb$r subsidiary or.affiliate of the ftsregt�ing,'arid eery Itsteresi Holder simfx&q is res to the T t Esuie.In,accordance with F.S.Ch.721, ? -- ais S tiom-10.6 of Ardcld l i t be cd or repealed: W$T ; S''MEMf..tom forcgoi as of the date set forth her tabove, do herebj e .eater bao this`Blue Vacaddu Club , d ed and Trust the Benefidaiies, by.. ' ow,.b•. by-- t and t dais up-green Vacation Club. Amesidod-•anri,Restated trust mcqtion [gal e:� SEdxll~l ON. PAGE} 21,:. a Etpal coip�ritlC 8trzeS !,H Vice t :COUNn OF PAI d BE,A H .. " I HERMY CEIRTM, as an o iccr duly zuthorbed ra mkt zcknowlodgements.tid ombs iai dtc-State atul ` Co4y*aforesatd, chtti-at the&=WJxd•of ibis Cordfxam an•the date sot forth below, than• .Nit pe:assnaiiy . . 3 before ze. as-Vkc.prow.-M,of$Iii ��CAli�31S. 1113Yri�tli t�R In».; � Fiori6a C Tataon, a1SA 1ras. CXCC1.'CC tsC fa i4at isu on bel�zlf pT t7t�•C 3txt2. 12 HERESY FUR .-CER71FY, drat Aalsn Dora, as ft porsata making .dx :farcgoing acknowledgement,:is the mw persrm citl4ce cxa' ' or ^ .. wkAjAg=mWori of the Ibmsoint Itsirurno tt and deirrNd t=tin becaitse I_p==Uy kAow him, or he:bas produced e valid and existing•driver's licerac-U:. :, ,• WITNESS may band and official xcal 1n 5 to and JEFFREYCLORERZ - - •Couaity'afo -°d,this - 'day of . . - • . ` - :. 1 wi�t2 V11,70 1 Notary Pu •,� Q tS17,++ dFt'L` Ai fttrEQ ::PptU„tPdd .. -' OT PRINTED (SZ I,i S cwtmm cwt Cl x"i PAGE ; VA M N TRUST,INC,,a Florida carporatior, . BY:. - Bass A.II P .mss All IL - e •~,� fti A.Dweye.&cicury . ss ST -0 -COUNTY OF I' L 1 t M.° s l cer; y..iiftra.0 w .. . wi 3 mcra€ a d oabla,Oin State Md pis y x s-fie e s ti a o ari t �:. sct. be[o ,: ns �:�crz t at ally poi f°or�tee,a% r i e t cf mn t,'lam.,,i Corpora os sba#� rye ' d sh�°tore o�n . n the Corl'orw bri, R ; . '&d Rw A. -HM as #ic. , arts M rep, lt".e sty -CIO==Cli i i i g e v FOa o$ .SattSa irai u Sri itet�lifl oes ta�liy hex std its r d<` �.�rtid mod"arlsdal daavoel tgcoti3C..as VMNESS y hud.and orr'teil1"sc4 lg'tt•.o Sta aria -JEFF NOTARY ' A (NOTARIAL SEAL). 17"'RY' AT ISIGNATIma COMIAUX ON `PAGE] VAC�TION. CLUB SiL i'+#F RESORTS 'J�!'y11fLG M M, . I.'(C,j Ted AN CitrpDt`dti4 COUNTY O�PAIX BEACH ESY CERTIFY, aq-axs offtce.�ditl�r rixrd to takeriedg • s:sad oatlss irs the 5cc and County afar a d;that u the c,of iKs C "taste: the date set forth.below,N ° k L j one . personxtl - y ars2.bcfoa�c.mo: as 7�residcdt of Bfi€c Resarts iviar:�gc�ncxit;Im., s'Wawarc C.orysgtstiota�'a€att he}sas -' - eXaout�l tha lar�;�ohtg tastx4aaxi;c,ac ott f 0C ttic Catporactan. . ' - . • ' '. - . I HEMY FUILTIMR.CER'nVY, ihm Patrick D. RoMuu; as,tho'pejaan- m4 t g ft f6repin . •' ukriowl,dEenu»%.is tfu:xatrte pas e4kx ft `oxastt tmf tRtc To irstturacru mid d Iber3 therela itccansr I pe:sanalty know bhv,.ar Ise has produced a vmttd mid.,vxL%imj d&u1s'*cvsq as - WITN S my h.=W and oftsiltal• is rho smm and Cimw.aforesaid,chi —4y of,;�° .' ;2MI., •. - ' •:Natiry Sic . . ......:......,� ... -- ..- - NGTARY N PRINTF ' #40 TAP41.S1 L} .• '�y�A,d'p�cprgaAapud23,t4t1t', - . . . - . - . CLUB$fit' ' .. ICS ';r; r RX,UF VACATION CLM. INC... � Midi No -Caq;dra i yy.' S "I Y�s, Cr , LL v'EI�2kly - 'Co 6 BEACH I T a°.dffr r duty a sixad as:take a.ck owlc dgernt nts as oift in ihe.State and 6ifty_3afyc�,maiiL d1i at (ag ispptn o Wit _v on 6c clwwe scs froytth'below,Patric X, osidew lirsonA . _ e*ed bP,rom twk.- '• jjvttt of Blum Y; tia Lr b+ dikc a ncelda 146,-Fr£iil�is� Qa'gl���$a $ii.9a��s`3� - •• . : •exec for� �In - �nt the C tea. . ' - .- . _ - ; 8 y' �T G , ik t trick and o, the person. ak`ing tlsb fore o,e, WW10runt, ia'•dtc'sA It r c a n or hat ing ez ~on of she fbregraha ,` tretit a . sie:cr3ed :u °sttae.i. s k now Ise Isar.� ed vatlt4,asd rxis€#r dr€var`s !i ° as : S .y td,said n Is h the and o*,any afoccsadd,this...;,day of U* 0 IkT i 'aes VA ante --t �lotsl `�3aaaiiciarics'shah bs idstssificii,irosst tea to ; �y i totbx-attwbed ircto,w cxlWirA-all be a ii d,pcaiaca*,'ax so forth ix the ferejoing Trmt Agrccrnect.'- :•na I3t*GfWarits.,by C3ISCtWOA of t 3tsedreta Owner Agrehe�cnt:wept this Tt'ust.Agr = t. 'I° a interest $Itsl W 2R°ssct'ariailes by acs cc-of the asst or�Iedga df a Ulm Da or Chase Money Men Debt acc x t iia'[•rul Agrm . THE CITY OF ASPEN Land Use Application Determination of Completeness Date: July 13, 2012 Dear City of Aspen Land Use Review Applicant, We have received your land use application and reviewed it for completeness. The case number and name assigned to this property is 0039.2012.ASLU — Code Interpretation (Vacation Club). The planner assigned to this case is Phil Supino. ❑ Your Land Use Application is incomplete: We found that the application needs additional items to be submitted for it to be deemed complete and for us to begin reviewing it. We need the following additional submission contents for you application: Please submit the aforementioned missing submission items so that we may begin reviewing your application. No review hearings will be scheduled until all of the submission contents listed above have been submitted and are to the satisfaction of the City of Aspen Planner reviewing the land use application. Your Land Use Application is complete: If there are not missing items listed above, then your application has been deemed complete to begin the land use review process. Other submission items may be requested throughout the review process as deemed necessary by the Community Development Department. Please contact me at 429-2759 if you have any questions. Tha You, nnifer Phel Deputy Director City of Aspen, Community Development Department For Office Use Only: Qualifying Applications: Mineral Rights Notice Required SPA PUD COWOP Yes No Subdivision(creating more than 1 additional lot) GMQS Allotments Residential Affordable Housing Yes No Commercial E.P.F. Chapter 26.306 INTERPRETATIONS OF TITLE Sections: 26.3 06.010 Interpretation. 26.306.010 Interpretation. A. Authority. The Community Development Director shall have the authority to make all interpretations of the text of this Title and the boundaries of the zone district map. B.Initiation. An interpretation may be requested by any affected person,any resident or real property owner in the City of Aspen, or any person having a contractual interest in real property in the City of Aspen. The Community Development Director shall have the authority to initiate interpretations of Title 26. C. Procedures. 1. Submission of request for interpretation. Before an interpretation shall be provided by the Community Development Director, a request for interpretation shall be submitted to the Community Development Director. 2.Determination of completeness.'Within fifteen(15)_days:after a request for interpretation has been received, the Community evelopment Director shall determine whether the request is complete.If the Community Development Director determines the request is not complete,he shall serve a written notice on the applicant specifying the deficiencies. The Community Development Director shall take no further action on the request for interpretation until the deficiencies are remedied. 3. Rendering of interpretation. After the request for interpretation has been determined complete,the Community Development Director shall render an interpretation within fifteen (15) days. The Community Development Director may consult with the City Attorney and review this Title and the zone district map, whichever is applicable, before rendering an interpretation. D. Form. The interpretation shall be in writing and shall be sent to the applicant by certified mail. E. Official record The Community Development Director shall maintain an official record of all interpretations in the Community Development Department, which shall be available for public inspection during normal business hours. Once an interpretation is rendered,public notice describing the interpretation shall be published in the legal notice section of an official paper or a paper of general circulation in the City of Aspen. Such notice shall be provided within fifteen (15) days of the interpretation being rendered,and shall be substantially in the following form:"A code interpretation to j City of Aspen Land Use Code. August, 2007. -' Part 300,Page 17 Section 26.xx.xx of the City of Aspen Land Use Code requested by xx,was rendered on xx/xx/xx and �- is available for public inspection in the Community Development Department." F.Appeal Any person who has made a request for interpretation may appeal the interpretation o£the Community Development Director to the City Council in accordance with the appeal procedures set forth at Chapter 26.316. (Ord.No. 12-2007) bA S S City of Aspen Land Use Code. August, 2007 Part 300,Page 18 Chapter 26.590 TIMESHARE DEVELOPMENT Sections: 26.590.010 Purpose and intent 26.590.020 Overview of timeshare development 26.590.030 Exempt timesharing 26.590.040 Procedure for review of timeshare lodge development application 26.590.050 Contents of application 26.590.060 Characteristics of a timeshare lodge development 26.590.070 Review standards for timeshare lodge development 26.590.080 Business license and sales tax payments 26.590.090 Timeshare documents Editor's note—Ord. No. 21-2002 § 1 repealed former Chapter 26.590, which pertained to similar provisions and enacted a new Chapter 26.590 as herein set out. Former Chapter 26.590 was derived from Ord. No. 5-1988 § 2 as amended by Ord. Nos. 55-2000 § 17 and 51- 2001 § 2. 26.590.010. Purpose and intent. The purpose of this Chapter is to establish the procedures and standards by which timeshare development may be permitted within the City. It is the City's intent to establish timeshare regulations that provide for the protection of the character of Aspen as a resort community and that help to promote increased tourism and vitality within the City. Specifically, the City intends that new timeshare projects in Aspen will implement the goals of the Aspen Area Community Plan and will help to achieve the following public purposes: A. Increased vitality. Timeshare developments can provide the opportunity for increased tourism to Aspen, can add to the level of community vitality and can help to create a more sustainable local economy. This can be accomplished by expanding the number and variety of"hot beds" available to visitors, raising occupancy levels in the accommodations sector and attracting "new trials" to Aspen, from persons who have not previously visited this community. B. Preserve and enhance lodging inventory. Aspen's tourist accommodations inventory has for some time included a significant percentage of traditional lodges. The community would like to preserve and enhance this lodging inventory, by encouraging timeshare units to be contained in projects that look and operate in a manner similar to Aspen's traditional lodges. These regulations have been designed to accomplish this purpose by establishing standards for the physical and operational features of timeshare lodges, to ensure that new and re-developed timeshare lodges maintain Aspen's lodging traditions. C. Upgrade quality of accommodations. It is important to Aspen's tourist economy that its accommodations are kept up-to-date. Timeshare development offers the opportunity to infuse capital into the short term accommodations inventory, so facilities can be modernized. It is equally important to ensure that once facilities are upgraded, the facility is managed to City of Aspen Land Use Code Part 500, Page 141 provide a quality visitor experience over time. These regulations are intended to ensure that timeshare lodges are properly maintained over the life of the development. D. Maintain community character. Aspen has a valued reputation as a quality resort community. The City intends to regulate timeshare marketing and sales practices, to ensure that the way timeshare estates are marketed and sold is consistent with the character of this community and to minimize the potential for practices that would create an inappropriate image of Aspen. The City also intends to provide protection for its long term residential neighborhoods, to ensure that the impacts of timeshare development do not adversely affect the character of these residential areas, by limiting this use to the City's lodge and selected commercial zone districts. (Ord. No. 21-2002 § 1 [part]) 26.590.020. Overview of timeshare development. A. Applicability. The requirements of this Chapter shall apply to all timeshare development within the City. These requirements shall be in addition to all other applicable requirements set forth in this Title 26 and those set forth in the Colorado Statutes. B. Types of timeshare development. There are two types of timeshare development that may be permitted within the City, as follows: 1. Timeshare lodge development is the basic form of timesharing permitted in Aspen. It applies to any application to convert lodge units or residential dwelling units to timesharing or to develop new units for timesharing, except for those applications that are eligible for an exemption, as described below. Timeshare lodge development is a permitted use in the Lodge/Tourist Residential (L/TR), Commercial Lodge (CL), Lodge Preservation Overlay (LP), Commercial Core (CC) and Ski Area Base (SKI) Zone Districts. To obtain approval of a timeshare lodge development, an applicant shall follow the procedures outlined in Section 26.590.040 below and shall comply with the applicable characteristics of Section 26.590.060 below and the applicable standards of Section 26.590.070 below. 2. Exempt timesharing is a more limited type of timesharing permitted in Aspen. The only units eligible for this exemption are single-family dwelling units, condominiumized duplex dwelling units and condominiumized multi-family dwelling units within any individual condominium complex or condominium project that contains no more than six (6) such units. Exempt timesharing is a permitted use in the Lodge/Tourist Residential (L/TR) and the Ski Area Base (SKI) Zone Districts. To obtain approval for exempt timesharing, an applicant shall follow the procedures outlined in Subsection 26.590.030.B below and shall comply with the standards of Subsection 26.590.030.0 below. (Ord. No. 21-2002 § 1 [part]) 26.590.030. Exempt timesharing. A. Eligibility for exemption. 1. The following types of dwelling units are eligible to apply for this exemption: City of Aspen Land Use Code Part 500, Page 142 a. Single-family dwelling units; b. Condominiumized duplex dwelling units; and c. Condominiumized multi-family dwelling units within any individual condominium complex or condominium project that contains no more than six (6) such units. 2. To be eligible to apply for the exemption, the single-family, duplex or multi-family dwelling units must be located in the Lodge/Tourist Residential (L/TR) Zone District or the Ski Area Base (SKI) Zone District. B. Minimum requirements to obtain exemption. 1. No more than six (6) estates may be created in any dwelling unit via this exemption. An applicant wishing to create more than six (6) estates in any unit may do so only via an application for a timeshare lodge development. 2. The ownership interests that may be created pursuant to this exemption shall be limited to "time-span estates" as defined in Section 38-33-110, C.R.S., where the annually recurring exclusive right to possession and occupancy is determined by a schedule or formula. 3. Applications for exempt timesharing shall be processed as a subdivision exemption, pursuant to Subsection 26.480.030.A.5 of this Code. 4. The minimum application contents for the subdivision exemption application shall be as follows: a. The applicable portions of the information described in Subsections 26.590.050.A, B, F and G; and b. The general application contents required in Section 26.304.030, Application and fees. C. Review standards for exemption. An applicant for exempt timesharing shall demonstrate compliance with each of the following standards. These standards are in addition to those standards applicable to the review of the subdivision exemption. 1. The proposal shall not conflict with any applicable deed restrictions or private covenants or with any provisions of the Colorado Statutes. If the proposal is for a condominium, it shall comply with the applicable provisions of Subsection 26.590.070.1 of this Code. 2. All units to be converted to timesharing shall comply with the City's adopted Fire, Health and Building Codes. If any unit does not comply with said Codes, then no sale City of Aspen Land Use Code Part 500, Page 143 of an interest in that unit shall be closed until a Certificate of Occupancy has been issued that brings the unit into compliance. 3. All dwelling units to be converted to timesharing shall comply with the requirements of the zone district in which they are located and all other applicable standards of this Code or with the requirements of any PUD or other site specific development approval granted to the property. 4. The conversion of any multi-family dwelling unit that meets the definition of residential multi-family housing to timesharing shall comply with the provisions of Chapter 26.530, Resident Multi-Family Replacement Program, even when there is no demolition of the existing multi-family dwelling unit. 5. The marketing, sales, management and operation of the timeshare estates shall comply with the provisions of Subsection 26.590.070.F and 26.590.070.J, of this Code. 6. A wall sign shall be mounted on each building stating that it has been approved by the City for timesharing and providing the name and phone number of a management entity or local contact person who can be called in the event of an emergency or to respond to neighborhood concerns. The sign shall comply with the requirements of Subsection 26.510.030.B.22 of this Code. 7. Development shall be in compliance with the provisions of the Subdivision requirements in Chapter 26.480 when new lots or units are created. (Ord. No. 21-2002 § 1 [per]) 26.590.040. Procedure for review of timeshare lodge development application. All timesharing that is not eligible for an exemption shall be processed as follows: A. PUD Review Required. Timeshare lodge development shall be processed as a Planned Unit Development(PUD), pursuant to Chapter 26.445 of this Code. B. Consolidated PUD Review. The Community Development Director may determine that because a timeshare lodge development is a conversion of an existing building or because of the limited extent of the issues involved in the proposal, the four step PUD review process should be consolidated into a two-step review, pursuant to Subsection 26.445.030.B.2, Consolidated conceptual and final review, development of a timeshare lodge in the Lodge Preservation Overlay (LP) Zone District, shall be processed as a two-step review, pursuant to Subsection 26.445.030.B.3. The Community Development Director is also authorized to waive those PUD submission requirements from Section 26.445.060 and review standards from Section 26.445.050 that the Director finds are not applicable to a proposed timeshare development. C. Subdivision review. Timeshare lodge development shall also require subdivision approval. Review of the subdivision application may be combined with final PUD review, as City of Aspen Land Use Code Part 500, Page 144 authorized by Subsection 26.304.060.13, Combined reviews, and by Subsection 26.445.030.B.4, Concurrent associated reviews. D. Growth Management Quota System review. Whenever a proposed timeshare lodge development or exempt timesharing is subject to review under the City's Growth Management Quota System (Chapter 26.470), the development shall be considered to be a "Tourist Accommodation" or a "Lodge" under that system. E. Authority to grant variations. Variations from the requirements applied to timeshare lodge development may be authorized by the City Council. An applicant requesting a variation shall demonstrate that the provision requested to be varied is not applicable to the proposed development or cannot be met and shall demonstrate that the proposed variation is reasonable, would not be contrary to the public interest and better implements the purpose and intent of these timeshare regulations than the codified requirement. (Ord. No. 21-2002 § 1 [per]) 26.590.050. Contents of application. In addition to the general application information required in Section 26.304.030, Application and fees and those application contents for PUD and subdivision, the application for timeshare lodge development shall include the following information. For projects that require both conceptual and final review it is expected that this information will be provided in a preliminary manner at the conceptual stage and in a detailed manner at the final stage. A. Timeshare use plan: A detailed description of the basic elements of the proposed timeshare use plan. The use plan shall describe the number of estates being created in each unit, the total number of estates to be created, the expected price for each estate and whether a purchaser is buying a specific unit for a specific time, a specific unit for a floating time or whether there is no specific unit but just a specific time. It shall also describe whether owners will be able to participate in an exchange program and if so, in which programs they will be eligible to participate. The use plan shall also provide a specific description of how the development will comply with the requirements of Section 26.590.060, Characteristics of a timeshare lodge. B. Summary of disclosure statement and timeshare instruments. A detailed summary of each of the key points that will be included in the disclosure statement and the timeshare development instruments. (See Section 26.590.090) if the project receives approval from the City. C. Management plan. A plan for how the timeshare development will be managed, describing whether the applicant will manage the project or if it will be managed by a management company, a branded company or other entity and describing how the project will be operated. D. Marketing plan. The marketing plan for the timeshare development, including information on proposed sales techniques (including a description of gifts, premiums or City of Aspen Land Use Code Part 500, Page 145 promotions to be offered), sales packaging and whether a sales office will be established off- site. E. Budget. A planned budget for the proposed homeowners/condominium association estimating the proposed costs and expenditures for the management and maintenance of the timeshare development. F. Upgrading plan. For any existing project that is proposed to be converted to a timeshare lodge development, the applicant shall submit a plan of how the project will be physically upgraded and modernized. G. Tax collection. A statement indicating the manner in which real estate transfer taxes and sales taxes will be collected. H. Developer's registration. A copy of the Developer's registration with the Colorado Real Estate Commission. If the Developer has not so registered at the time of submission of the application, then this information shall be submitted at the time the timeshare documents are submitted for recordation, pursuant to Section 26.590.090 of this Code. (Ord. No. 21-2002 § 1 [part]) 26.590.060. Characteristics of a timeshare lodge development. It is the intent of the City that all timeshare lodge developments incorporate some of the physical and operational features that are typically found in lodges in Aspen. The City recognizes that each timeshare development is unique and that each development should not contain all of these features. In fact, considering the proposed location of the development and the intended method of operating the facility, certain of these features -may not be appropriate. The City also recognizes that when owners occupy their units, the development will operate more like a private residential complex than like a lodge. But the City seeks to balance that form of use with opportunities for other guests to use the facility. Therefore, the City has identified a menu of timeshare lodging features, including both mandatory and optional elements. All timeshare lodge developments shall incorporate the mandatory physical and operational features listed herein. However, an applicant may instead propose to substitute optional operational features for one (1) or more of the mandatory features listed herein or may propose its own set of features which ensure that the development operates in a manner similar to a lodge when the owners are not using their timeshare estates, as described further below. A. Mandatory physical elements. 1. All timeshare lodge developments shall have a staffed on-site front desk, located within a lobby that is sized to meet the needs of the project. If the timeshare lodge is part of a multi-site development, there may be a single front desk for these sites. The staffed front desk shall be open at least during regular business hours and shall be managed to provide full time registration and reservation services, including provision for late check-in and for other off-hours guest needs. The front desk shall accommodate walk-in rentals. City of Aspen Land Use Code Part 500, Page 146 2. A timeshare lodge development shall contain a sufficient level of recreational facilities (such as exercise equipment, a pool or spa or similar facilities) and other amenities (such as a lobby, meeting spaces and similar facilities) to serve the occupants, including facilities that can be used in the winter and the summer seasons. The extent of the facilities provided should be proportional to the size of the timeshare lodge development. The types of facilities should be consistent with the planned method and style of operating the development. 3. A timeshare lodge in the Commercial Core (CC) Zone District shall not have any lodge rooms located on the ground floor. Instead, a timeshare lodge in the CC Zone District shall contain at least one of the following elements: a bar, restaurant or retail facilities. The elements provided shall be located along the street front, shall be accessible from the street and shall be designed to serve the public, not just the occupants of the timeshare lodge. B. Mandatory operational practices. The City wants to ensure that the units in a timeshare lodge development are available for rental to the public when they are not being occupied by the owner, the owner's guests or persons occupying the unit under an exchange program. The City has identified certain operational practices that will accomplish this intent, which are listed in this Section. An applicant who agrees to include all of the practices listed below in the operation of the timeshare development shall be deemed to have complied with the requirements of this Subsection B and need not address any of the optional operational practices of Subsection C. The City recognizes, however, that there may be other ways to comply with this intent and will consider these and other operational practices. Applicants may propose to substitute one (1) or more of the optional practices listed in Subsection C, below, for one (1) or more of the mandatory practices listed in this Subsection B. Applicants may also propose other operational practices not listed in Subsection ) as a means of demonstrating compliance with this standard. Acceptance of the proposed optional practices as a substitute for one (1) or more of the mandatory practices shall be at the sole discretion of the City Council. 1. Timeshare estates shall be made available for short-term rental when the estate is not in use by the owner of the unit, the owner's guests or persons occupying the unit under an exchange program. Units that are available for rental shall be listed at competitive rates in a central reservation system. Listing of the unit with a recognized central - - reservation system in Aspen or through the central reservation system of the-company that will manage the timeshare development, is preferred. 2. The covenants of the homeowners association shall permit walk-in rental of units. The association shall not limit rental of units to such arrangements as only weekly rentals or Saturday-to-Saturday rentals; instead the association shall permit shorter stays, split-week rentals and similar flexible arrangements. City of Aspen Land Use Code Part 500, Page 147 3. Owners of timeshare estates shall be required to reserve their unit/time sufficiently far enough in advance to enable the public to obtain access to those units that are not so reserved. 4. The owner of a timeshare estate shall not be permitted to occupy that estate for any period in excess of thirty (30) consecutive calendar days. 5. The units that remain in the developer's inventory shall be made available for rental to the public while the estates are being sold, except for models and other units that are needed for marketing or promotional purposes. C. Optional operational features. 1. Timeshare lodge developments that subdivide each unit into a larger number of estates (more than ten (10) estates per unit) are preferred to those which subdivide each unit into a smaller number of estates (less than ten (10) estates per unit). 2. Applicants may formulate their timeshare use plan such that the purchaser would not expect to occupy the same unit each visit; instead the purchaser would purchase the right to occupy a certain type of unit for a certain period of time. Applicants may also include provisions in the Homeowners Association documents prohibiting owners from personalizing the unit they have purchased. 3. Applicants may design their development as a mixed project, which includes not only timeshare units, but also some units that would continue to be owned and operated by the applicant and his or her successors or assigns as traditional lodge units. Another type of use plan that is encouraged would be for the applicant to agree not to sell all of the shares in every unit, but to instead keep some time reserved for rental to the public at market rates during both the high seasons and the off-seasons. 4. Applicants may decide to sell on and off-season estates as a package. 5. Applicants may include in their use plan provisions that allow for a wide range of exchange opportunities for owners, which will promote new Aspen trials. (Ord. No. 21-2002 § 1 [part]) 26.590.070. Review standards for timeshare lodge development. An applicant for timeshare lodge development shall demonstrate compliance with each of the following standards, as applicable to the proposed development. These standards are in addition to those standards applicable to the review of the PUD and Subdivision applications. A. Fiscal impact analysis and mitigation. Any applicant proposing to convert an existing lodge to a timeshare lodge development shall be required to demonstrate that the proposed conversion will not have a negative tax consequence for the City. In order to demonstrate the tax consequences of the proposed conversion, the applicant shall prepare a detailed fiscal impact study as part of the final PUD application. The fiscal impact study shall contain at - - City of Aspen Land Use Code Part 500, Page 148 least the following comparisons between the existing lodge operation and the proposed timeshare lodge development: 1. A summary of the sales taxes paid to. the City for rental of lodge rooms during the prior five years of its operation. If the lodge has stopped renting rooms prior to the time of submission of the application, then the summary shall reflect the final five (5) years the lodge was in operation. The summary of past taxes paid shall be compared to a projection of the sales taxes the proposed timeshare lodge development will pay to the City over the first five (5) years of its operation. As part of this projection, the applicant shall specify the number of nights the applicant anticipates each timeshare lodge unit will be available for daily rental to visitors (that is, the annual number of nights when the unit will not be occupied by the owner or the owner's guests), the expected visitor occupancy rate for these units, the expected average daily cost to rent the unit and the resulting amount of sales tax that will be paid to the City. 2. An estimation of the real estate transfer taxes that would be paid to the City if the existing lodge were to be sold. If an actual sale of the property has occurred within the last twelve (12) months, then the real estate taxes paid for that sale shall be used. This estimation shall be compared to a projection of the real estate transfer taxes the proposed timeshare lodge development will pay to the City over the first five (5) years of its operation. This projection shall include a statement of the expected sales prices for the timeshare estates and the applicable tax rate that will be applied to each sale. 3. A summary of the City-portion of the property taxes paid for the lodge for the prior five (5) years of its operation and a projection of the property taxes the proposed timeshare lodge development will pay to the City over the first five (5) years of its operation. This projection shall include a statement of the expected value that will be assigned to the property by the Tax Assessor and the applicable tax rate. The fiscal impact study may also contain such other information that the applicant believes is relevant to understanding the tax consequences of the proposed development. For example, the applicant may provide information demonstrating there will be "secondary" or "indirect" tax benefits to the City from the occupancy of the timeshare units, in terms of increased retail sales and other economic activity in the community as compared to the existing lodge development. The applicant shall be expected to prove definitively why the timeshare units would cause such economic advantages that would not be achieved by a traditional lodge development. Any such additional information provided shall compare the taxes paid during the prior five (5) years of the lodge's operation to the first five (5) years of the proposed timeshare lodge's operation. If the fiscal impact study demonstrates there will be an annual tax loss to the City from the conversion of an existing lodge to a timeshare lodge in any of the specific tax categories (property tax, sales tax, lodging tax, RETT tax), then the applicant shall be required to propose a mitigation program that resolves the problem, to the satisfaction of the City Council. Analysis of the fiscal impact study shall compare existing tax City of Aspen Land Use Code Part 500, Page 149 revenues for a lodging property with anticipated tax revenues. The accepted mitigation program shall be documented in the PUD agreement for the project that is entered into between the applicant and the City Council. B. Upgrading of existing projects. Any existing project that is proposed to be converted to a timeshare lodge development shall be physically upgraded and modernized. The extent of the upgrading that is to be accomplished shall be determined as part of the PUD review, considering the condition of the existing facilities, with the intent being to make the development compatible in character with surrounding properties and to extend the useful life of the building. 1. To the extent that it would be practical and reasonable, existing structures shall be brought into compliance with the City's adopted Fire, Health and Building Codes. 2. No sale of any interest in a timeshare lodge development shall be closed until a Certificate of Occupancy has been issued for the upgrading. C. Preservation of existing lodging inventory. An express purpose of these regulations is to preserve and enhance Aspen's existing lodging inventory. Therefore, any proposal to convert an existing lodge or other property that provides short-term accommodations to a timeshare lodge should, at a minimum, replace the existing number of units on the property in the planned timeshare lodge. If the applicant is unable to replace the existing number of units, then the timeshare lodge development shall replace the existing number of bedrooms on the property or the applicant shall demonstrate how the proposal complies with the purposes of these regulations, even though the planned timeshare lodge will not replace either the existing number of units or bedrooms. D. Affordable housing requirements. 1. Whenever a timeshare lodge development is required to provide affordable housing, mitigation for the development shall be calculated by applying the standards of the City's housing designee for lodge uses. The affordable housing requirement shall be calculated based on the maximum number of proposed lock out rooms in the development and shall also take into account any retail, restaurant, conference or other functions proposed in the lodge. 2. The conversion of any multi-family-dwelling unit that meets the definition of residential multi-family housing to timesharing shall comply with the provisions of Chapter 26.530, Resident Multi-Family Replacement Program, even when there is no demolition of the existing multi-family dwelling unit. E. Parking requirements. 1. The parking requirement for timeshare lodge development shall be calculated by applying the parking standard for the underlying zone district for lodge uses. The City of Aspen Land Use Code Part 500, Page 150 parking requirement shall be calculated based on the maximum number of proposed lock out rooms in the development. 2. The timeshare lodge development shall also provide an appropriate level of guest transportation services, such as vans or other shuttle vehicles, to offer an alternative to having owners and guests using their own vehicles in Aspen. 3. The owner of a timeshare estate shall be prohibited from storing a vehicle in a parking space on-site when the owner is not using that estate. F. Appropriateness of marketing and sales practices. The marketing and sale of timeshare estates shall be governed by the real estate laws set forth in Title 12, Article 61, C.R.S., as may be amended from time to time. The applicant and licensed marketing entity shall present to the City a plan for marketing the timeshare development. 1. The following marketing and sales practices for a timeshare development shall not be permitted: a. The solicitation of prospective purchasers of timeshare units on any street, mall or other public property or facility; and b. Any unethical sales and marketing practices which would tend to mislead potential purchasers. 2. Giving of gifts to encourage potential purchasers to attend a sales presentation or to visit a timeshare development is permitted, provided the gift reflects the local Aspen economy. For example, gifts for travel to or accommodations in Aspen, restaurants in Aspen and local attractions (ski passes, concert tickets, rafting trips, etc.) are permitted. Gifts that have no relationship to the local Aspen economy are not permitted. The following gifts are also not permitted: a. Any gift for which an accurate description is not given; b. Any gift package for which notice is not given to the prospective purchaser that the purchaser will be required to attend a sales presentation as a condition of receiving the gifts; and c. Any gift package for which the printed announcement of the requirement to attend a sales presentation is in smaller type face than the information on the gift being offered. G. Adequacy of maintenance and management plan. The applicant shall provide documentation and guarantees that the timeshare lodge development will be appropriately managed and maintained in a manner that will be both stable and continuous. This shall include an identification of when and how maintenance will be provided and shall also address the following requirements: City of Aspen Land Use Code Part 500, Page 151 1. A fair procedure shall be established for the estate owners to review and approve any fee increases which may be made throughout the life of the timeshare development, to provide assurance and protection to timeshare owners that management/assessment fees will be applied and used appropriately. 2. The applicant shall also demonstrate that there will be a reserve fund to ensure that the proposed timeshare development will be properly maintained throughout its lifetime. H. Compliance with State Statutes. The applicant shall demonstrate that the proposed timeshare lodge development will comply with all applicable requirements of Title 12, Article 61, C.R.S.; Title 38, Article 33, C.R.S.; and Title 38, Article 33.3, C.R.S.; including the requirements concerning the five (5) day period for rescission of a sales contract and the procedures for holding deposits or down payments in escrow. I. Approval by condominium owners. If the development that is proposed to be timeshared is a condominium, the applicant shall submit written proof that the condominium declaration allows timesharing, that one hundred percent (100%) of the owners of the condominium units have approved the timeshare development, including any improvements to the common elements that the applicant may propose, that all mortgagees of the condominium have approved the proposed timeshare development and that all condominium units in the timeshare development will be included in the same sales and marketing program. J. Prohibited practices and uses. Without in any way limiting any requirement contained in this Chapter, it is unlawful for any person to knowingly engage in any of the following practices: 1. The creation, operation or sale of a right-to-use interest or any other timeshare concept which is not specifically allowed and approved pursuant to the requirements of this Section. Right-to-use timeshare concepts (e.g., lease-holds and vacation clubs) are considered inappropriate in Aspen and are not permitted. 2. Misrepresentation of the facts contained in any application for timeshare approval, timeshare development instruments or disclosure statement. 3. Failure to comply with any representations contained in any application for timesharing or misrepresenting the substance of any such application to another who may be a prospective purchaser of a timeshare interest. 4. Manage, operate, use, offer for sale or sell a timeshare estate or interest therein in violation of any requirement of this Chapter or any approval granted pursuant hereto or cause or aid and abet another to violate any requirement of this Chapter or an approval granted pursuant to this Chapter. (Ord. No. 21-2002 § 1 (part), 2002; Ord. No. 13-2005, § 5) City of Aspen Land Use Code Part 500, Page 152 26.590.080. Business license and sales tax payments. A. Business license. It shall be unlawful for any timeshare development to operate in the City without first obtaining a business license in accordance with the standard procedures of the City. B. Sales tax payments. Occupancy of any timeshare unit by anyone who pays a rental fee for the use of the unit (other than the owner thereof) shall be subject to the City's sales tax the same as if such occupancy were of a hotel or lodge unit. Any timeshare development, as a condition of its approval, shall be required to obtain an Aspen sales tax/lodging tax license, which shall establish how this tax shall be collected and paid to the City. The manager of the association shall be responsible for the timely collection of the City sales tax for the City for rentals made through the association or a reservation system. The manager shall notify individual estate owners that they are responsible for the payment of sales tax to the City for units rented on a private basis. (Ord. No. 21-2002 § 1 (part), 2002) 26.590.090. Timeshare documents. At the same time the applicant submits the PUD development plan and PUD agreement to the City for recordation, pursuant to Section 26.445.070 or submits the necessary documents to record the subdivision exemption, the applicant shall also submit the following timeshare documents in a form suitable for recording. The Community Development Director may require the applicant to submit a draft version of these timeshare documents at the time of submission of the final PUD application. A. Disclosure statement. The applicant shall submit a disclosure statement that contains the following information: 1. The name and address of the developer of the timeshare development as well as a summary of the developer's business experience, including all background and experience in the development of timeshare development and the present financial condition of the developer. 2. The name and address of the manager/management company for the development, if any and a description of the manager's/management company's responsibilities, powers, duties, authority and business experience. All information on the manager's background and experience specifically related to timeshare development shall be provided. 3. The names and addresses of the marketing entity and the listing broker and a statement of whether there are any lawsuits pending or investigations that have been undertaken against the marketing entity or listing broker and if so, a description of the status or disposition of said lawsuits or investigations. A summary of the marketing entity's business experience including all background and experience related to timeshare development. City of Aspen Land Use Code Part 500, Page 153 4. A description of the timeshare units, including the developer's schedule for completion of all buildings, units and amenities, with dates of availability. 5. If the timeshare plan consists of a condominium or a similar form of ownership, a description of the development and any pertinent provisions of the condominium instruments. 6. Any restraints on the transfer of the purchaser's interest in the timeshare units or plan. 7. The timeshare use plan, which shall include a description of the rights and responsibilities under the plan. 8. Notice of any liens, title defects or encumbrances on or affecting the title to the units or plan and, if there are encumbrances or liens, a statement as to whether, when and how they will be removed. 9. Notice of any pending or anticipated legal actions that are material to the timeshare units or plan of which the applicant has or should have, knowledge. 10. The total financial obligation of the purchaser, which shall include the initial price and any additional charges to which the purchaser may be subject in purchasing the unit. 11. An estimate of the dues, maintenance fees, real property taxes, sales taxes, real estate transfer tax and similar periodic expenses and the method or formula by which they are derived and apportioned, which shall include whether maintenance fees are determined by unit, time of year or prorated share of the overall maintenance costs or any other means utilized to compute maintenance fees. 12. A statement demonstrating the manner in which management/assessment fees will be held, utilized and accounted for. 13. A description of any financing offered by the applicant. 14. The terms and significant limitations of any warranties provided, including statutory warranties and limitations on the enforcement thereof or on damages. 15. A statement that the proposed development will comply with all applicable requirements of Title 12, Article 61, C.R.S. Upon request from the City, the applicant shall provide a copy of the documents submitted to the State for the registration and certification of the timeshare developer. 16. The extent to which a timeshare unit may become subject to a tax or other lien arising out of claims against other timeshare owners of the same timeshare unit. 17. The minimum percentage of units the developer will require be sold before the developer will proceed with the completion of the timeshare development. - City of Aspen Land Use Code Part 500, Page 154 18. A description of the maintenance to be supplied to the timeshare development, including how and when such maintenance will be provided. 19. Whether any or all the units in the proposed development will be available for participation in an exchange program. The applicant shall disclose which exchange program(s)the timeshare estate owners will be eligible to utilize. 20. A description of all insurance covering the property. 21. A description of the on-site amenities and recreational facilities which are available for use by the unit owners. All on-site amenities shall be owned by the homeowner's association and the developer shall not be allowed to charge any additional fees for use of the amenities. If there are any off-site facilities that are related to the property, these shall also be described, including a summary of any fees that timeshare owners would have to pay to use those off-site facilities. 22. A statement that any timeshare interest shall be expressly subject to all requirements and representations set forth in the disclosure statement. 23. For any timeshare development that is a conversion of an existing project, a statement shall be provided by the developer, based on a report prepared by an independent architect or engineer, licensed by the State, describing the present condition of all structural components and mechanical and electrical installations material to the use and enjoyment of the timeshare units. The statement shall also provide a list of any outstanding notices of uncured violations of Building Code or other municipal regulations, together with the estimated cost of curing those violations. B. Timeshare development instruments. The applicant shall submit the following timeshare development instruments: 1. Instruments for the interval estate or time span estate including: a. The legal description, street address or other description sufficient to identify the property. b. Identification of timeshare time periods by letter, name, number or combination thereof. c. Identification of the timeshare estate and the method whereby additional timeshare estates may be created. d. The formula, fraction or percentage of the common expenses and any voting rights assigned to each timeshare estate. e. Any restrictions on the use, occupancy, alteration or alienation of timeshare units. City of Aspen Land Use Code Part 500, Page 155 A f. Any other matters that the applicant or the City Council deems reasonably necessary. 2. All timeshare development instruments shall provide for the following: r a. That a homeowners association shall be established. Responsibility for maintenance of the development shall reside within the association. The association shall designate a managing agent. The management contract with the managing agent shall allow for either party to terminate, for cause, upon thirty (30) days notice. In the event the manager is terminated, a new managing agent shall be designated as quickly as possible by the association. Any management agreement shall specify the managing agent's duties and responsibilities to maintain the development. b. A stipulation by the owner of the timeshare interest irrevocably designating the homeowners association and/or the managing agent as an agent for the service of legal notices for any legal action, proceeding or hearing pertaining to the timeshare interest or for the service of process (in a manner sufficient to satisfy the requirements of personal service in the state, pursuant to Rule 4 C.R.C.P., as amended). c. Each timeshare interest with a multiple ownership shall be required to designate one managing agent as the spokesperson and voter for all of the owners involved. d. That the association shall have the ability to compel a timeshare owner to pay maintenance fees and if any owner's fees are not paid, his or her interest shall be subject to a lien and foreclosure or other divestment. In the event an owner or his or her guests violate the rules and regulations of the association, the association shall have the right to enjoin the violation and the prevailing party in such suit shall be awarded his or her court costs and reasonable attorney's fees. e. Provisions addressing reconstruction or repair of all or a portion of the timeshare development following its willful or non-willful destruction. Provisions should also be included addressing termination of the association, including the percentage of owners that must agree for the termination to become effective, what happens to the common elements in the event of a termination and how the proceeds shall be distributed in the event the property is taken due to condemnation or eminent domain. 3. Updating and filing. a. The developer and his or her successors and assigns (other than individual unit purchasers) shall have a continuing duty to update the disclosure statement and file with the City all amendments to the timeshare development's instruments. Such amendments shall comply with the requirements of this Section. No amendment which shall significantly alter the physical elements or operational practices of a City of Aspen Land Use Code Part 500, Page 156 timeshare lodge shall be effective unless approved and accepted by the City. All amendments shall be initially submitted for review to the Community Development Director who shall have authority to either approve a proposed amendment as in compliance with the requirements of this Section or refer the proposed amendment for appropriate subdivision or PUD approval. b. The condominium association and/or the homeowners association or both if there be multiple associations and not individual unit owners shall have the continuing responsibility to submit to the City any amendments to the condominium documents and/or timeshare development instruments that would alter any condition imposed by the City or any prior representation made by the applicant to obtain approval of the timeshare development. Once the condominium association has been formed, the City shall not accept any amendments for review without prior approval thereby. 4. Before transfer of a timeshare unit and no later than the date of execution of any contract of sale, the applicant or any other seller of a timeshare unit shall provide the intended transferee with a copy of the disclosure statement and any amendments thereto, except this requirement shall not apply to the owner of a single timeshare estate in a development who is attempting to sell the estate. 5. Conveyance of a timeshare interest shall be subject to the condominium declaration which shall include the disclosure statement as an exhibit thereto. (Ord. No. 21-2002 § 1 (part), 2002) City of Aspen Land Use Code Part 500, Page 157