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HomeMy WebLinkAboutcoa.lu.pu.Aspen MtnFirst Amended.1988 / - ,-, t. - BOOK 574 PAGE 792 92 do \r/ r"7.- N, ' °- FIRST AMENDED AND RESTATED LiD Q ., -- M PLANNED_UNIT DEVELOPMENT/SUBDIVISION AGREEMENT -o-- > , CD m ASPEN MOUNTAIN SUBDIVISION M E , o Oa This agreement, made and entered into' t`hris f:___'? day ofa7C04-64, 1988, by and between the City of Aspen, Colorado, a municipal corpolkation and home rule City (herein after referred to as "City" ) , and Savanah Limited Partnership, a District of Columbia Limited Partnership (hereinafter referred to as "Owner" ) • W I T N E S S E T H : WHEREAS, Owner is the owner of the real property and improvements thereon situate known as the ,Aspen '-Mountain • Subdivision and Planned Unit Development (hereinafter either the "PUD" or the "Project" ) - a' five-lot subdivision and planned unit development more particularly shown and described in the Plat thereof recorded December 2, 1985, in Plat Book 17 at Pages 99, et sea. (hereina'fter the "Initial Plat" ) , of- the Pitkin County, Colorado real property records (hereinafter the "Records") ; and WHEREAS, the Initial Plat was submitted. to the City for approval, execution and recgrdation by Owner's predecessor in -' title; , yohn -H. Roberts, Jr. ( "Roberts" ) in connection with the initial platting of the five lots comprising the', UD `(hereinafter the "Initial Project" ) , the five lots, together with a sixth lot hereinafter proposed tibKtesult from -the replatting of Lot :5 are -presently known and sometimes herein' described as: , 4 -L . (, 11111 8001( 574 PAU 793 (a) Lot 1, sometimes herein referred to as "Hotel Phase I"; (b) Lot 2, sometimes herein referred to as "Summit Place"; (c) Lot 3 , sometimes herein referred to as "Top of-.Mill"; vm (d) Lot 4, sometimes herein referred to as "Galena Place"; (e) Lot 5, sometimes herein referred to as "Hotel Phase II" , and (f) Lot 6, (Proposed) , sometimes herein referred to as "Ice Rink and Park. " WHEREAS, in conjunction with the initial platting of the PUD, Roberts entered into that certain Planned Unit Develop- ment/Subdivision Agreement - Aspen Mountain Subdivision dated December 2 1985, and recorded in Book 500 at Pages 656, et sea. , of the Records (hereinafter the "Initial PUD Agreement" ) ; and WHEREAS, pursuant to and in reliance upon the Initial PUD Agreement, Owner, or its predecessor, has already completed several obligations on the Owner's part to have been performed thereunder, many of which obligations have, for purposes of continuity and consistency, been restated and reaffirmed in this First Amended PUD Agreement; and WHEREAS, pursuant to an application dated January 29, 1988 and as later supplementedon June 3 , 1988, the reprsen; tations therein set forth being incorporated by reference herein,, 2 "'BOOK 574 PAGE 794 Owner submitted to the City an application to amend the Initial Project; and WHEREAS, the application to amend the Initial Project was submitted before the effective date of the changes to Chapter 24 of the Aspen Municipal Code ( "Municipal Code") and reviewed under the provisions of the Municipal Code theretofore existing.; therefore, any references hereinbelow to the Municipal Code or to Sections thereof shall be deemed to refer to the Municipal Code and the Sections thereof in effect on May 24, 1988, except to the extent that changes to the Municipal Code or to Sections thereof have been made expressly applicable to the First Amended PUD or to the performance of Owner's obligations hereunder; and WHEREAS, the City and Owner desire by this Agreement (hereinafter the "First Amended PUD Agreement" ) to amend the Initial PUD Agreement to reflect certain design modifications to and of the Initial Project, as well as other matters more particularly below set forth; and WHEREAS, Owner has submitted to the City for approval, execution and recordation a plat amending the PUD (hereinafter referred to as the "First Amended Plat" ) ; and WHEREAS, the necessary conceptual , preliminary and final approvals have been received from the City for Lots 1 , 2, and 4 , as shown on the First Amended Plat, while•: ( ) Lot 3 as shown thereon requires further geologic study and' evaluation before it can receive preliminary and final development consider- ation, and (ii) Lot 5 as shown thereon is still in the review ky 3 574 P1UE795 process for purposes of obtaining final approval of proposed amendments to the development activity contemplated therefor as set forth in this First Amended PUD Agreement and for the replatting thereof into two separate parcels with the resulting new parcel to accommodate the Ice Rink & Park; and WHEREAS, the City has fully considered the First Amended Plat and, with the exception of the Top of Mill component and Lot 5 of the PUD, has fully considered changes in community conditions and policies that have occurred since approval of the Initial Plat and execution of the Initial PUD Agreement, and has fully considered the anticipated benefits and burdens to other adjoining or neighboring properties and the Aspen downtown area in general likely to result from the proposed development and improvements of the lands included in the First Amended Plat and contemplated hereby; and WHEREAS, the City is willing to approve, execute and accept the First Amended Plat for recordation upon the agreement of Owner to the matters hereinbelow described, subject to all of the requirements, terms and conditions of the City of Aspen Subdivision and Planned Unit Development Regulations in effect on May 24 , 1988, together with such other laws, rules and regula- tions as are or may become applicable, and provided that at such time as the proposed amendment to the development activities contemplated for Lot 5 of the PUD, including the replatting thereof into two separate parcels, receives final PUD amendment approval, and/or at such time as the Top of Mill component receives final PUD approval, this First Amended PUD Agreement 4 Boa 574 ME 796 shall be further restated and amended to reflect such approvals and to incorporate all conditions and assurances that may reasonably be required by the City in connection therewith; and WHEREAS, the City has imposed conditions and requirements in connection with its approval, execution and acceptance of the First Amended Plat for recordation and such matters are necessary to protect, promote and enhance the public health, safety and welfare; and WHEREAS, the City intends by its execution of this First Amended PUD Agreement to require Owner to perform or commit to perform its obligations hereunder within the time frame contemplated herein and, otherwise, as soon hereafter as is practical; and WHEREAS, under the authority of Section 20-16(c) and Section 24-8. 1, et seq. , of the Aspen Municipal Code, the City is entitled to assurances that the matters hereinafter agreed to shall be faithfully performed by Owner and Owner's successors and assigns; and WHEREAS, Owner is willing to enter into such agreements with, and provide such assurances to, the City; and WHEREAS, the City and Owner intend that both the First Amended Plat and this First Amended PUD Agreement shall , upon their complete execution and recordation in the Records, supersede and replace for all intents and purposes the Initial Plat and the Initial PUD Agreement, which shall thenceforth be of no further force and effect. 5 411 �Y 574 PAGE 797 NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained, and the approval, execution and acceptance of the plat for recordation by the City it is agreed as follows: A. PERMITS AND PROJECT CONSTRUCTION SCHEDULES 1 . Permits. As soon following the complete execution of this First Amended PUD Agreement as in the circum- stances is practical, but in no event later than October 3, 1988, Owner shall complete its submission for and shall obtain the next sequential building permit for the next phase of construction (i .e. , foundation work) for Hotel Phase I. City shall review and advise Owner in respect of its permit submission in the soonest time possible in the attendant circumstances to the end that this deadline and the Project Construction Schedules below set forth might be better adhered to. 2. Project Construction Schedules (a) Hotel Phase I: On April 15, 1988 Owner timely obtained a permit authorizing excavation. The excavation and shoring was completed July 31, 1988. Immediately following recordation of this Agreement and the Plat, Owner shall make application for and receive a permit authorizing foundation work. This shall be obtained on or before October 3, 1988 and founda- tion work will commence immediately thereon. Foundation work shall be completed on or after March 1, 1989, subject to climatological conditions. Upon issuance of the next permit, structural erection above grade shall begin and will take roughly 6 • I BOOK 574 PAGE 798 O three months. Thereafter, and in conjunction with the structural work, the exterior facade erection will begin, followed by interior finish. These two phases are expected to take approximately eight months. The following are the construction schedules for the remaining components of the Project: (b) Summit Place: Construction on this component shall commence on or after October 1, 1988 with substantial comple- tion to be achieved on or after October of 1989. (c) Top of Mill: Premature. (d) Galena Place: Construction on this component shall commence on or after October 3 , 1988, by which time a permit for construction will be obtained, with substantial completion to be achieved on or after May of 1989. (e) Hotel Phase II : This component requires demoli- tion of the Grand Aspen Hotel according to the schedule specified in Paragraph H(3 ) below. Substantial completion shall be achieved within two years of the beginning of demolition. (f) Lot 6 (Proposed Ice Rink and Park) : This com- ponent is required to receive a Certificate of Occupancy and be available for use at the time of issuance of a Certificate of Occupancy for the Hotel Phase I . Thus, demolition and construction shall begin in the spring of 1989 with completion to occur on or before and as a condition to the issuance of a Certificate of Occupancy for Hotel Phase _I. �t the time of application for Building Permit for a particular development component of the Project, and as a condition precedent to the issuance thereof, Owner shall provide 7 41) BOOK 574 PAGE /99 the City Engineering Department with a detailed Construction Schedule for that component, to the satisfaction of the City Engineer and Chief Building Official in the exercise of their reasonable discretion, keeping in mind that disruptive activities shall be scheduled to minimize impacts on adjacent properties and lodge uses. The Construction Schedule shall particularly address how construction phasing and other techniques within each component will best accommodate under the circumstances (a) barricading and provision of pedestrian protection, (b) main- tenance of adequate public vehicular access and circulation in the development area, (c) excavation access and large truck traffic circulation and staging areas, (d) disposal of demolition and excavation materials, (e) delivery and storage of major construction materials, (f) construction equipment access and storage, (g) contractor vehicle parking, and (h) compliance with City noise regulations. Each of such Construction Schedules shall be verified by the City Engineer and the Chief Building Official and (if the City so desires) recorded as a supplementary exhibit hereto. Every 90 days thereafter until substantial completion of the related development component, Owner shall provide the City Engineering Department with a Status Report on that Construction Schedule which generally describes the accomplishments of the preceding 90 days and those anticipated during the next 90 days. Amendments to a particular Construction Schedule which, in the view of the City Engineer, represent a substantial deviation from the original Construction Schedule, shall be processed in 8 4 • BOOK 574 pAGE800 accordance with the extension procedures established in Section M hereof, and shall also be verified by signatures of the City Engineer and Chief Building Official and (if the City so desires) recorded as supplementary exhibits hereto. B. HOTEL PHASE I The Hotel Phase I component shall be comprised of not more than 292 hotel units and not more than 294 hotel bedrooms and no residential units as shown on the First Amended Plat recorded in Book at Pages , et seq. , of the Records, each of the drawings and sheets pertaining to which is incorporated by reference as though fully annexed as an exhibit to this First Amended PUD Agreement. The total F.A.R. floor area in this component shall not exceed 190,000 square feet, and the total non-F.A.R. floor area shall not exceed 95,000 square feet. 1. Site Improvements - Hotel Phase I . Prior to the issuance of a Certificate of Occupancy for Hotel Phase I, and as a condition precedent thereto, Owner shall have previously accomplished or, if not previously accomplished, hereby agrees to accomplish the following Section 20-16 improvements in the Project area: (a) Owner shall relocate underground all electri- cal, telephone and cable television lines which presently exist above ground within the Project boundaries and along the portion of Monarch Street which adjoins Lot 1, with the possible exception in Owner's discretion of (i) those lines along vacated Dean Street between South Galena and Mill Streets, and (ii) the 9 line along the easterly boundary of Lot 4, in accordance with the plans, profiles and specifications contained in the final Aspen Mountain P.U.D. Utility Plan (Sheet U1) recorded (as a part of the First Amended Plat) in Plat Book at page of the Records (hereinafter referred to as the "Utility Plan") , which Utility Plan shall be deemed incorporated herein by this reference, and in accordance with other normal City specifi- cations. (b) Owner has provided and installed a new twelve- inch (12" ) water main in South Galena Street from the Durant/ Galena intersection to the Mill/Galena intersection, and shall provide and install a cross-connection between the existing 6" and 8" water lines in Monarch Street, and has relocated the existing Mill Street sewer line in an Easterly direction across Lot 5 to connect with the existing 8" sewer line in South Galena Street, all in accordance with the Utility Plan and pursuant to other normal City specifications. (c) Owner shall provide and install four (4) new fire hydrants within or adjacent to the Project area in accord- ance with the Utility Plan and pursuant to other normal City specifications. (d) Owner shall provide and install the storm sewer enlargement and extension along Mill Street between Cooper and Durant Streets, and then along Durant Street to South Galena Street, and then Southerly along South Galena Street to a point between Lot 4 and Lot 5, in accordance with the Utility Plan and pursuant to other normal City specifications. The stormwater 10 110 4110 BOOK 574 PAGE8O2 detention facility in Mill Street shall be designed to avoid utility conflicts and provide adequate separation from the water main to prevent freezing, to the satisfaction of the City Engineer. (e) Owner shall construct new sidewalks, curbs and gutters along the entire Project frontage on Monarch Street, along the Westerly side of Mill Street between Dean Street and the Southerly boundary of Lot 1 on Mill Street, and along the Southerly side of Durant Street between Monarch Street and the Westerly boundary of the Mountain Chalet property, in accordance with the Aspen Mountain lodge Project Landscape Plan (Sheet L. 3 as amended) recorded (as a part of the First Amended Plat) in Plat Book at Page of the Records (hereinafter referred to as the "Landscape Plan" ) , which Landscape Plan shall be deemed incorporated herein by this reference, and pursuant to other normal City specifications. In addition, Owner shall repair or replace any other existing (or newly installed) sidewalks, curbs or gutters that may be damaged during construction. (f) Owner shall provide and install enriched paving at the Durant Street/Mill Street intersection, at the Dean Street/Mill Street intersection, at the Dean Street/Monarch Street intersection, and along Mill Street between Durant Street and Dean Street, in accordance with the Landscape Plan and pursuant to other normal City specifications,. 11 411 BOOK 574 Pac pQ� EC) 3 (g) Owner shall construct and pave an eight-foot (8' ) wide path within those portions of the "Alpine Trail" easement located within Lots 1 and 5, Aspen Mountain Subdivision. (h) Owner shall clear and grade a thirty-foot ( 30' ) wide ski trail, and shall gravel or otherwise surface as required an eight-foot (8' ) wide pedestrian trail, within the entire length of the "Aspen Mountain Trail" easement upon and through Lots 1 , 2 and 3 of the Aspen Mountain Subdivision. (i) Owner shall construct (grade, gravel, and asphalt pave) the South Galena Street realignment between Lot 4 and Lot 5, Aspen Mountain Subdivision, in accordance with the Utility Plan and the Landscape Plan and pursuant to other normal City specifications. ( j) Owner shall re-open South Mill Street within the Project Area on or before December 1 , 1988 for the ski season to a minimum width of 18' from the curb to the jersey barrier at the south end of the Project and greater than 18' at the north end of the Project. Owner shall accomplish the reconstruction and repaving of so much of the surface of South Mill Street within the Project Area as may have been damaged or destroyed during Owner's construction of underground facilities, in accordance with the Utility Plan and the Landscape Plan and pursuant to other normal City specifications, prior to the ski season of 1989. (k) Owner shall construct new sidewalks, curbs, and gutters along the Project frontage on Dean Street and shall 12 • BOOK 574 PAGE804 repave Dean Street between South Monarch and South Mill Streets with enriched paving. (1) Owner shall obtain a Certificate of Occupancy for the Ice Rink and Park on proposed Lot 6 contemporaneously with the issuance of a Certificate of Occupancy for Hotel, Phase I. 2. Landscaping Improvements - Hotel Phase I. In accor- dance with Section 24-8.16 of the Municipal Code, all required landscaping for Hotel Phase I shall substantially conform to the Landscape Plan. Said Landscape Plan depicts and describes the nature, extent and location of all plant materials at mature sizes in appropriate relation to scale, species and size of existing plant material, flower and shrub bed definition, a plant material schedule with common and botanical names, sizes and quantities, proposed treatment of all ground surfaces (era. , paving, turf, gravel , terracing, etc. ) , irrigation water systems, decorative water features, retaining walls., fencing, benches, site lighting, and all other agreed-upon landscape features. Such landscaping shall be completed in a logical sequence commensurate with the staging of improvements as contemplated in the Hotel Phase I Construction Schedule, but in no event later than one (1) year after the date of issuance of the Certificate of Occupancy for Hotel Phase I. It is the mutual understanding of the parties that a Certificate of Occupancy may in fact issue for Hotel Phase I even though the landscaping improvements related thereto have not yet been completed, so long as the portion of the financial guaranty provided for in Paragraph B(3) 13 410 BOOK 7 514 PAGE805 hereof which covers the estimated cost of such unfinished landscaping remains available to the City pursuant to the terms of said Paragraph B(3) . The Norway maple trees on the Landscape Plan shall be approximately fifteen to twenty feet (15' - 20' ) tall at the time of their planting and shall be watered through an underground system to be installed by Owner. 3 . Financial Assurances - Hotel Phase I. In order to secure the construction of the site improvements described in Paragraph B(1) above, and to guarantee one hundred percent (100%) of the current estimated cost of such improvements, which estimated cost is approved by the City Engineer to be $863 ,000.00 (as such amount may be updated from time to time as herein provided) , and in order to secure the installation of the landscaping improvements described in Paragraph B(2) above, and to guarantee 125% of the estimated cost of such improvmeents, which estimated cost plus 25% is approved by the City Engineer to be $500,000.00 (as such amount may be updated from time to time as herein provided) , Owner shall guarantee by irrevocable bond, sight draft or letter of commitment or credit from a financially responsible lender that funds in the amount of such estimated costs, plus an additional 25% of the estimated cost of the landscaping improvements, are held by it for the account of Owner for the construction and installation of the above-described improvements. City acknowledges that Owner has, as a condition imposed by the City to the issuance of a permit heretofore issued by the City in connection with Hotel Phase I, and pursuant to escrow instructions dated April 14, 1988, a copy of which is 14 eoaK 5 A PAGE 806 hereto annexed as Exhibit A ("Escrow Instructions" ) , already posted with City (partly in cash and partly in the form of a letter of credit) financial assurances, sufficient in the estimation of the City for these purposes, in the amount of $1,228,000 .00. The City and Owner acknowledge and agree that the difference of $135,000.00 between the amount of financial assurances heretofore posted and the amount hereinabove committed to shall , for all intents and purposes, be deemed already to have been given by virtue of the non-exclusive earmarking, herein confirmed, of that difference from the $650,000.00 in financial assurances given by Owner pursuant to the Escrow Instructions in respect of certain excavation work undertaken in connection with Hotel Phase I, all as is more particularly below described. All financial assurances given by Owner to City, in all events, shall give the City the unconditional right, upon default by the Owner, to withdraw funds as necessary and upon demand to partially or fully complete and/or pay for any of such improvements or pay any outstanding bills for work done thereon by any party, with any excess guaranty amount to be applied first to additional administrative or legal costs associated with any such default and the repair of any deterioration in improvements already constructed before the unused remainder (if any) of such guaranty is released to Owner. As portions of the required improvements are completed, the City Engineer shall inspect them, and upon approval and written acceptance, he shall authorize the release from the guaranty delivered by Owner of the agreed estimated cost for that portion of the improvements except that (a) ten percent 15 ® BOOK 50 PAGE807 (10%) of the actual cost of the site improvements shall be retained until all proposed site improvements are completed and approved by the City Engineer, and (b) that 25% of the estimated cost of the landscaping improvements shall be retained for the two-year period next following the installation of such improve- ments to secure their maintenance in a satisfactory condition for such period. Provided, that the retained ten percent (10%) which relates to site improvements shall be released by City upon completion and approval by the City Engineer of all such site improvements and regardless of the stage of completion of landscape improvements. City and Owner confirm and acknowledge that the references in the Escrow Instructions to Paragraphs B(1 ) and B(2) of the PUD Agreement shall henceforth be construed to mean Paragraphs B(1) and B(2) of this First Amended PUD Agreement, and Owner shall amend the Escrow Instructions accordingly. The Owner also shall deliver to the City, upon demand therefor by the City Engineer, a maintenance bond or other suitable guarantee for the repair or replacement of any existing municipal improvements damaged during construction of new improvements. At anytime and from time to time, Owner shall have the right to substitute for the form of financial assurance there- tofore given a different form of financial assurance, so long as such substituting form meets the requirements for form and content above set forth. Any such substitution shall be subject to the prior approval of City Council, which shall promptly. 16 BOOR 5 4 PAGE8O8 consider the request to substitute and shall not unreasonably withhold its approval. Furthermore, Owner agrees to and does hereby warranty all such site improvements except landscaping to accepted standards of good workmanship for a period of one (1) year from and after acceptance thereof in writing by the City. In addition to this warranty, the Owner shall, if they are available, obtain from its contractors customary warranties of good workmanship with the City as beneficiary, with respect to all improvements required by Paragraphs B(1) and B(2) . City and Owner confirm and acknowledge that, notwithstand- ing anything in the Escrow Instructions to the contrary, of the sum of $650,000. 00 posted with the City to secure the obligation of Owner to refill, compact and re-seed any portion of Lot 1 excavated pursuant to the permit that earlier issued in connec- tion with Hotel Phase I upon the occurrance of the conditions set forth in the Escrow Instructions, the sum of $515,000.00 shall be returned to Owner, together with interest accrued thereon, at such time, but not before, Owner completes all below-grade structural and foundation work and pours the at-grade slab for Hotel Phase I. $135,000.00 of such sum shall remain in escrow and shall be thenceforth considered exclusively as a part of the financial assurances for the improvements described in Paragraphs B(1) and B(2) , above. It is the understanding of the parties that the procedure set forth in Section M of this Agreement regarding non-compliance shall not be required with respect to the enforcement and 17 • • sonic 574 o4cE 9 implementation of the financial assurances set forth, or otherwise described herein and required by Section 20-16(c) of the Municipal Code. 4 . Employee Housing - Hotel Phase I. Based upon existing formulae approved by the City for calculating employee housing obligations, Owner's obligation to provide off-site employee housing is an obligation to house 60% of the currently estimated full-time equivalent employees ( "FTEE" ) for Hotel Phase I, Galena Place (hereinafter described), and Summit Place (hereinafter described) , or 161 .5 in number, all as is more particularly described in Exhibit B, hereto annexed. Nonetheless, Owner has agreed to provide off-site housing for 198.5 employees in connection with Hotel Phase I, Galena Place, and Summit Place as an inducement to the City to approve the amendments to the Aspen Mountain P.U.D./Subdivision contemplated herein. Accordingly, Owner agrees that (i) in the case of the Alpina Haus Lodge and the Copper Horse Lodge, and, subject to the provisions of Paragraph 4(d) , below, in the case of Ute City Place, effective contemporaneously with, but not before, the issuance of a Certificate of Occupancy for Hotel Phase I, (ii) in the case of the Hunter Longhouse, prior to the recording of this Agreement in the Records, and (iii) in the case of the Grand Aspen Hotel, effective upon the issuance of .the next phase building permit for Phase I, Owner shall simultaneously with the recordation of this First Amended PUD Agreement, cause to be recorded in the Records (except to the extent Owner has previously done so, as herein- after acknowledged) or escrowed as the case may be, as provided 18 o BOOK 574 ?AGE81O below, deed restrictions acceptable in form to the City Attorney confirming the following about the employee housing for Hotel Phase I, Galena Place, and Summit Place: (a) Alpina Haus: Forty-three (43) units, comprised of 40 hotel rooms, 2 studio apartments and 1 dorm apartment, and housing a total of 46 employees, are hereby dedicated for fifty (50) years to City employee housing rental only guidelines and restrictions, with rents (including all common utilities) not to exceed 25% of the employees' average monthly income or $200.00 per month per person, whichever is less. Provided always, that rental prices shall be indexed to the annually adopted employee housing guidelines approved by the City. (b) Copper Horse: Fourteen (14) units, comprised of one 1-person room, six 4-person rooms, four 3-person rooms, and three 2-person rooms, and housing a total of 43 employees, are hereby dedicated for fifty (50) years to City employee housing rental only guidelines and restrictions, with rents (including all common utilities) not to exceed 25% of the employees' average monthly income or $200.00 per month per person, whichever is less. Provided always, that rental prices shall be indexed to the annually adopted employee housing guidelines approved by the City. (c) Grand Aspen Hotel : Four (4) units comprised of four (4) hotel rooms housing a total of 3 .5 employees are hereby dedicated for fifty (50) years to City employee housing rental only, guidelines and restrictions, with rents (including all common utilities) under moderate income rental guidelines of the 19 . BOOK 574 PAGE8II City of Aspen. Provided always, that rental prices shall be indexed to the annually adopted employee housing guidelines approved by the City. Upon redevelopment of Lot 5 this employee housing requirement for 3 .5 employees shall be relocated in a manner and on a site acceptable to the City of Aspen, pursuant to the provision therefor made in the employee housing dedication for the units in the Grand Aspen Hotel more particularly below described. (d) Ute City Place: Twenty-two (22) units, comprised of six studios, twelve 1-bedroom units, and four 2- bedroom units and housing a total of 37 employees, are hereby dedicated for fifty (50) years to City employee housing moderate income rental and sale price guidelines and restrictions. Unlike The Copper Horse Lodge and The Alpina Haus Lodge, which are in existence, Ute City Place has not yet been constructed. Accordingly, if at the time Owner is otherwise eligible to receive a Certificate of Occupancy for Hotel Phase I some or all of the units in Ute City Place are not ready for occupancy, Owner shall, if but only if it by that time is the owner of the Ute City Place property and has begun construction of the Ute City Place project, have the right to substitute such of the units of Ute City Place not then ready for occupancy with units in the Grand Aspen Hotel burdened with restrictions in the same manner as those described in Paragraph 4(c) above, in which event a Certificate of Occupancy for Hotel Phase I shall not be withheld by reason of the incompletion of Ute City Place at the time the Certificate of Occupancy is sought. Owner acknowledges that, if 20 BOOK 574 PAGE8l2 at the time it is otherwise eligible to receive a Certificate of Occupancy for Hotel Phase I it either does not own the Ute City Place property or construction of the Ute City Place Project has not begun, Owner shall not be entitled to a Certificate of Occupancy for Hotel Phase I unless and until it furnishes alternate employee housing for 37 employees, which employee housing shall be acceptable to the City in its reasonable determination. The employee housing commitments described in subpara- graphs (a) , (b) , (c) , and (d) above shall be performed in the following manner: (1) Contemporaneously with the execution of this Agreement, Owner has signed, acknowledged and caused to be recorded in the Records a "Dedication of Real Property to Employee Housing Restrictions and Guidelines" covering four rooms in The Grand Aspen Hotel, a copy of which is annexed hereto as Exhibit C. (2) Contemporaneously with the execution of this Agree- ment, Owner has signed, acknowledged and delivered into escrow with the Aspen City Clerk a "Dedication of Real Property to Employee Housing Restrictions and Guidelines" covering Ute City Place, a copy of which is hereto annexed as Exhibit D, which is to be held by the City Clerk until the time that Owner closes upon its option to acquire title to the Ute City Place property, presently scheduled for November , 1988, whereupon the City Clerk shall and is hereby authorized, empowered, and instructed to record in 21 • • BOOK 5'74 PAGE8l3 the Records the Dedication for Ute City Place. Owner covenants that from and after the date hereof any entities lending funds secured or to be secured by the Ute City Place property shall be given actual notice of the dedication requirement pertaining to Ute City Place. Moreover, immediately upon its acquiring title to the Ute City Place property, Owner shall present to the City Attorney a then current Owner's and Encumbrancer's report, or other evidence satisfactory to the City Attorney, confirming title to the Ute City Place property in Owner and confirming that the employee housing dedication for Ute City Place has been recorded and is binding upon all persons then with or thereafter acquiring an interest in the Ute City Place property, except only the benefici- ary(ies) of the purchase money deed of trust to be given to the sellers in connection with Owner's acquisition of the Ute City Place property. With respect to such deed of trust, and provided Owner has not made alternative arrangements acceptable to the City for the housing of 37 employees in lieu of Ute City Place as above provided, Owner acknowledges that prior to and as a condition of the issuance of a Certificate of Occupancy for Hotel Phase I, such deed of trust shall be fully discharged and released of record by the time construction on the Ute City Place project commences, to the end that from and after the time of issuance of such Certificate of Occupancy the employee housing restrictions for Ute City Place shall\I?.e binding l 22 ® Book 574 8 upon all then having or thereafter acquiring any interest therein for the duration of such deed restrictions. (3 ) The employee housing Dedication for The Copper Horse Lodge was previously made in connection with the delivery, acceptance and recordation of that certain Special Warranty Deed of Conveyance from the owner of the Copper Horse Lodge, Commerce Savings Association, to Downhill Asso- ciates, Inc. , dated April 10, 1987, and recorded in Book 533 at Page 781, et sea. , of the Records, a copy of which is hereto annexed as Exhibit E, which dedication is hereby confirmed as being acceptable to the City for purposes of Owner's obligation herein concerning employee housing in respect of the Copper Horse Lodge, to become effective upon issuance of a Certificate of Occupancy for Hotel Phase I. (4) The employee housing Dedication for the Alpina Haus Lodge was previously made in connection with the delivery, acceptance and recordation of that certain Special Warranty Deed of Conveyance from Owner to Riscor, Inc. , dated March 10, 1988, and recorded in Book 597 at Pages 8// , et seq. , of the Records, a copy of which is hereto annexed as Exhibit F, which Dedication is hereby confirmed as being acceptable to the City for purposes of Owner's obligation herein concerning employee housing in respect of the Alpina Haus Lodge, to become effective upon issuance of a Certificate of Occupancy for Hotel Phase I. (e) Hunter Longhouse: For and in consideration of (i) the making by Owner of a $250,000 subordinated equity 23 410 410 BOOK 574 PAGE815 capital investment in the Hunter Longhouse project, which funds have already been delivered and receipted for, and (ii) the recording in Book 50 at Page 646 of the Records of a "Dedication of Real Property to Employee Housing Restrictions and Guidelines" covering the Hunter Longhouse project executed by Owner, the City, the Board of Pitkin County Commissioners, and Aspen-Pitkin Employee Housing, Inc. , Owner has been credited with housing a total of 69 employees. Upon the City's issuance to the Owner of a valid and effective Certificate of Occupancy for Hotel Phase I, 60. 3 of said 69 employee housing credits shall be deemed automatically allocated to and consumed by the Hotel Phase I component of the Project. (f) Commitment by Housing Authority and Owner: For and in consideration of (i) the non-interest-bearing nature of Owner's equity investment in Hunter Longhouse, and (ii ) the joint commitment made by the City/County Housing Authority and Aspen- Pitkin Employee Housing, Inc. , to apply such invested capital and the interest earned thereon to the development and/or acquisition (and the dedication to City of Aspen low and/or moderate income employee housing restrictions and guidelines) , prior to the issuance of a Certificate of Occupancy for Hotel Phase I of the Project, of housing for an additional 13 employees which commitment is embodied in an Agreement recorded in Book 500 at page 652 of the Records, Owner has been credited with housing 13 additional employees. Accordingly, upon the City's issuance to the Owner of valid and effective Certificate of Occupancy for Hotel Phase I, all of said 13 employee housing credits shall be 24 EonX 41174 PAGE 816 deemed automatically allocated to and consumed by the Hotel Phase I component of the Project. (g) Audit: Owner and City agree that there shall be an audit performed of the hotel after its second full year of operation to determine the actual number of FTEEs working in Hotel Phase I. In the event the audit determines that Hotel Phase I has a higher FTEE count than 269, the Owner shall provide employee housing for sixty percent (60%) of the number in excess if such 60% number added to 161 .5 is greater than 198.5. Such additional employee housing (if any is required) shall be deed restricted based on the ratios of at least 56% low income and no more than 44% moderate income units. The Owner shall seek and obtain final approval of any plans for the pro- duction for any such housing within twelve (12) months of the published results of such audit and shall seek and obtain a Certificate of Occupancy for any such housing within twenty-four (24) months of the published results of such audit. For the purposes of this requirement, the audit shall be performed and FTEEs shall be defined according to the Housing Authority guidelines in effect at the time of this approval, a copy of which is hereto annexed as Exhibit G. The cost of the audit shall be paid for by the Owner, but the choice of auditor shall be that of the Housing Authority, so long as the auditor is an independent certified public accountant licensed to and doing business in Pitkin County, Colorado. 6. On-Site Parking - Hotel Phase I. Prior to the issuance of a Certificate of Occupancy for Hotel Phase I, and as a 25 BM 574 PPGE817 condition precedent thereto, Owner shall have constructed a minimum of two hundred twenty (220) subsurface parking spaces within Lot 1 of the Aspen Mountain Subdivision, and shall have provided ten (10) permanent service vehicle berths and/or guest loading spaces under the hotel porte cochere or along the South side of vacated Dean Street within Lot 1. In addition, Owner shall have provided one hundred twenty-nine (129) temporary parking spaces within Lot 5, such spaces to be sited approxi- mately as follows: (a) 55 spaces - surface lot on westerly portion of Lot 5. (b) 18 spaces - surface lot on easterly portion of Lot 5. (c) 28 spaces - Grand Aspen Hotel garage. (d) 6 spaces - service vehicle berths and/or guest loading. (e) 13 spaces - parallel parking along North side of vacated Dean Street. (f) 9 spaces - angle parking along South side of vacated Dean Street. The above-described subsurface and surface parking spaces ( 359 in all ) represent the aggregate number of on-site parking spaces which Owner is required to provide in connection with Hotel Phase I of the Project and the Grand Aspen Hotel renova- tion. 26 411 # C. SUMMIT PLACE e�ni 574 PAGE818 1. Site Improvements - Summit Place. The Summit Place component shall be comprised of 3 two-bedroom residential units containing an aggregate of not more than 7 ,700 square feet of floor area included in external FAR calculations as shown on the First Amended Plat recorded in Book at Page , et seq. , of the Records, each of the drawings and sheets pertaining to which is incorporated by reference as though fully annexed as an exhibit to this First Amended PUD Agreement. Prior to the issuance of a Certificate of Occupancy for Summit Place, and as a condition precedent thereto, Owner shall and hereby agrees to accomplish the following Section 20-16 improvements in the Summit Place area: (a) Owner shall construct a new sidewalk, curb and gutter along the Westerly side of Mill Street as it abuts Lot 2, Aspen Mountain Subdivision, and shall construct a new sidewalk along the Northerly side of the "Summit Street Easement" within lot 3 , Aspen Mountain Subdivision, in accordance with the Landscape Plan and pursuant to other normal City specifications. In addition, Owner shall repair or replace any other existing (or newly installed) sidewalks, curbs or gutters that may be damaged during construction. 2. Landscaping Improvements - Summit Place. In accor- dance with Section 24-8. 16 of the Municipal Code, all required landscaping for Summit Place shall substantially conform to the Landscape Plan as amended (Sheet L. 7) recorded (as a part of the First Amended Plat) in Plat Book at Page of the Records. 27 Bonk A410 ME8I- Said Landscape Plan depicts and describes the nature, extent and location of all plant materials at mature sizes in appropriate relation to scale, species and size of existing plant material , flower and shrub bed definition, a plant material schedule with common and botanical names, sizes and quantities, proposed treatment of all ground surfaces (e.q. , paving, turf, gravel, terracing, etc. ) , irrigation water systems, decorative water features, retaining walls, fencing, benches, site lighting, and all other agreed-upon landscape features. Such landscaping shall be completed in a logical sequence commensurate with the staging of improvements as contemplated in the Summit Place Construction Schedule, but in no event later than one '(1 ) year after the date of issuance of the Certificate of Occupancy for Summit Place. It is the mutual understanding of the parties that a Certificate of Occupancy may in fact issue for Summit Place even though the landscaping improvements related thereto have not yet been completed, so long as the portion of the financial guaranty provided for in Paragraph C( 3 ) hereof which covers the estimated cost of such unfinished landscaping remains available to the City pursuant to the terms of said Paragraph C( 3 ) . 3 . Financial Assurances - Summit Place. In order to secure the construction of the site improvements described in Paragraph C(1) above, and to guarantee one hundred percent (100%) of the current estimated cost of such ;improvements., which estimated cost is approved by the City :Engineer to be $4,000.00 (as such amount may be updated from time to time as herein 28 o BOOK provided) , and in order to secure the installation of the 574 PAGE82O landscaping improvements described in Paragraph C( 2) above, and to guarantee 125% of the estimated cost of such improvements, which estimated cost plus 25% is approved by the City Engineer to be $15,654.00 (as such amount may be updated from time to time as herein provided) , Owner shall , as a condition to the issuance of a building permit, guarantee by irrevocable bond, sight draft or letter of commitment or credit from a financially responsible lender that funds in the amount of such estimated costs, plus an additional 25% of the estimated cost of the landscaping improve- ments, are held by it for the account of Owner for the construc- tion and installation of the above-described improvements. All financial assurances given by Owner to City shall be in a form acceptable to the City Attorney and the City Manager and shall give the City the unconditional right, upon default by the Owner, to withdraw funds as necessary and upon demand to partially or fully complete and/or pay for any of such improvements or pay any outstanding bills for work done thereon by any party, with any excess guaranty amount to be applied first to additional administrative or legal costs associated with any such default and the repair of any deterioration in improvements already constructed before the unused remainder (if any) of such guaranty is released to Owner. As portions of the required improvements are completed, the City Engineer shall inspect them, and upon approval and written acceptance, he shall authorize the release from the guaranty delivered by Owner of the agreed estimated cost for that portion of the improvements except that (a) ten percent 29 ;t • • Bong 574 PAGE821 (10%) of the estimated cost of the site improvements shall be retained until all proposed site improvements are completed and approved by the City Engineer, and (b) that 25% of the estimated costs of the landscaping improvements shall be retained for the two-year period next following the installation of such improve- ments to secure their maintenance in a satisfactory condition for such period. Provided, that the retained ten percent (10%) which relates to site improvements shall be released by City upon completion and approval by the City Engineer of all such site improvements and regardless of the stage of completion of landscape improvements. The Owner also shall deliver to the City, upon demand therefor by the City Engineer, a maintenance bond or other suitable guarantee for the repair or replacement of any existing municipal improvements damaged during construction of new improvements. At anytime and from' time to time, Owner shall have the right to substitute for the form of financial assurance there- tofore given a different form of financial assurance, so long as such substituting form meets the requirements for form and content above set forth. Any such substitution shall be subject to the prior approval of City Council, which shall promptly consider the request to substitute and shall not unreasonably withhold its approval . Furthermore, Owner agrees to and does hereby warranty all such site improvements except landscaping to, accepted standards of good workmanship for a period of one (1) year from and after 30 • BOOR 574 PPGE822 acceptance thereof in writing by the City. In addition to this warranty, the Owner shall, if they are available, obtain from its contractors customary warranties of good workmanship with the City as beneficiary, with respect to all improvements required by Paragraphs C(1) and C(2) . It is the express understanding of the parties that the procedure set forth in Section M of this Agreement regarding non-compliance shall not be required with respect to the enforcement and implementation of the financial assurances set forth herein and required by Section 20-16(c) of the Municipal Code. 4. Employee Housing - Summit Place. Owner has no employee housing obligations in connection with the Summit Place component of the Project. 5. On-Site Parking - Summit Place. Owner has no new on- site parking obligations in connection with the Summit Place component of the project. Owner shall, however, preserve or reconstruct six (6) sub-surface parking spaces beneath Lot 2 . D. GALENA PLACE 1 . Site Improvements - Galena Place. Galena Place shall be comprised of 4 three-bedroom residential units containing an aggregate of not more than 12 ,000 square feet of floor area included in external FAR calculations as shown on the First Amended Plat recorded in Book at Page , et sea. , of the records, each of the drawings and sheets pertaining to which is incorporated by reference as though fully annexed as an exhibit 31 BOOK 574 PAGE8 3 to this First Amended PUD Agreement. Prior to the issuance of a Certificate of Occupancy for Galena Place, and as a condition precedent thereto, Owner shall and hereby agrees to accomplish the following Section 20-16 improvements in the Galena Place area: (a) Owner shall construct a new sidewalk, curb and gutter along the easterly side of South Galena Street (as realigned) as it abuts Lot 4, Aspen Mountain Subdivision, and a new curb and gutter along the westerly side of South Galena Street (as realigned) as it abuts Lot 5, Aspen Mountain Sub- division, in accordance with the Landscape Plan as amended and pursuant to other normal City specifications. In addition, Owner shall repair or replace any other existing (or newly installed) sidewalks, curbs or gutters that may be damaged during construc- tion. (b) In the event it has not already done so, Owner shall relocate underground the aboveground utility line which presently exists along the Easterly boundary of Lot 4, Aspen Mountain Subdivision, in accordance with the Utility Plan as amended and pursuant to other normal City specifications. 2. Landscaping Improvements - Galena Place. In accordance with Section 24-8. 16 of the Municipal Code, all required landscaping for Galena Place shall substantially conform to the Landscape Plan. Said Landscape Plan depicts and describes the nature, extent and location of all plant materials at mature sizes in appropriate relation to scale, species and size of existing plant material, flower and shrub bed definition, a plant 32 1574 RAGE 824 material schedule with common and botanical names, sizes and quantities, proposed treatment of all ground surfaces (e.q. , paving, turf, gravel, terracing, etc. ) , irrigation water systems, decorative water features, retaining walls, fencing, benches, site lighting, and all other agreed-upon landscape features. Such landscaping shall be completed in a logical sequence commensurate with the staging of improvements as contemplated in the Galena Place Construction Schedule, but in no event later than one (1 ) year after the date of issuance of the Certificate of Occupancy for Galena Place. It is the mutual understanding of the parties that a Certificate of Occupancy may in fact issue for Galena Place even though the landscaping improvements related thereto have not yet been completed, so long as the portion of the financial guaranty provided for in Paragraph D(3 ) hereof which covers the estimated cost of such unfinished landscaping remains available to the City pursuant to the terms of said Paragraph D(3 ) . 3 . Financial Assurances - Galena Place. In order to secure the construction of the site improvements described in Paragraph D(1) above, and to guarantee one hundred percent (100%) of the current estimated cost of such improvements, which estimated cost is approved by the City Engineer to be $27,500.00 (as such amount may be updated from time to time as herein provided) , and in order to secure the installation of the landscaping improvements described in Paragraph D(2) above, and to guaranty 125% of the estimated cost of such improvmeents, which estimated cost plus 25% is approved by the City Engineer to 33 Po0P574 PAGE825 be $62 ,500.00 (as such amount may be updated from time to time as herein provided) , Owner shall , as a condition to the issuance of a building permit, guarantee by irrevocable bond, sight draft or letter of commitment or credit from a financially responsible lender that funds in the amount of such estimated costs, plus an additional 25% of the estimated cost of the landscaping improve- ments, are held by it for the account of Owner for the construc- tion and installation of the above-described improvements. All financial assurances given by Owner to City shall be in a form acceptable to the City Attorney and the City Manager and shall give the City the unconditional right, upon default by the Owner, to withdraw funds as necessary and upon demand to partially or fully complete and/or pay for any of such improvements or pay any outstanding bills for work done thereon by any party, with any excess guaranty amount to be applied first to additional administrative or legal costs associated with any such default and the repair of any deterioration in improvements already constructed before the unused remainder (if any) of such guaranty is released to Owner. As portions of the required improvements are completed, the City Engineer shall inspect them, and upon approval and written acceptance, he shall authorize the release from the guaranty delivered by Owner of the agreed estimated cost for that portion of the improvements except that (a) ten percent (10%) of the estimated cost of the site improvements shall be retained until all proposed site improvements are completed and approved by the City Engineer, and (b) that % of the estimated r. costs of the landscaping improvements shall be retained for the 34 • 411 BOOK 574 PAGE826 two-year period next following the installation of such improve- ments to secure their maintenance in a satisfactory condition for such period. Provided, that the retained ten percent (10%) which relates to site improvements shall be released by City upon completion and approval by the City Engineer of all such site improvements and regardless of the stage of completion of landscape improvements. The Owner also agrees to deliver to the City, upon demand therefor by the City Engineer, a maintenance bond or other suitable guarantee for the repair or replacement of any existing municipal improvements damaged during construction of new improvements. At anytime and from time to time, Owner shall have the right to substitute for the form of financial assurance there- tofore given a different form of financial assurance, so long as such substituting form meets the requirements for form and content above set forth. Any such substitution shall be subject to the prior approval of City Council, which shall promptly consider the request to substitute and shall not unreasonably withhold its approval. Furthermore, Owner agrees to and does hereby warranty all such site improvements except landscaping to accepted standards of good workmanship for a period of one (1) year from and after acceptance thereof in writing by the City. In addition to this warranty, the Owner shall, if they are available, obtain from its contractors customary warranties of good workmanship with the 35 411 BOOK 574 PAGE 827 City as beneficiary, with respect to all improvements required by Paragraphs D(1) and D(2) . It is the express understanding of the parties that the procedure set forth in Section M of this Agreement regarding non-compliance shall not be required with respect to the enforcement and implementation of the financial assurances set forth herein and required by Section 20-16(c) of the Municipal Code. 4. Employee Housing - Galena Place. As an inducement to the City to approve the amendments to the Aspen Mountain P.U.D./Subdivision contemplated herein, Owner has agreed to and does hereby acknowledge its obligation to provide off-site employee housing for employees in connection with the Galena Place component of the project. Accordingly, Owner agrees that prior to the recording of this Agreement in the Records, it shall already have deed-restricted units for employee housing as follows: (a) Hunter Longhouse: For and in consideration of (i) the making by Owner of a $250,000 subordinated equity capital investment in the Hunter Longhouse project, which funds have already been delivered and receipted for, and (ii) the recording in Book 500 at page 646 of the Records of a "Dedication of Real Property to Employee Housing Restrictions and Guidelines" covering the Hunter Longhouse project executed by Owner, the City, the Board of Pitkin County Commissioners, and Aspen-Pitkin Employee Housing, Inc. , Owner has been credited with housing a total of 69 employees. Owner's employee housing obligation for 36 410 ROOK 574 PAGE828 Galena Place is 8.7 employees. Accordingly, upon the City's issuance to the Owner of a valid and effective Certificate of Occupancy for Galena Place, 8 .7 of said 69 employee housing credits shall be deemed automatically allocated to and consumed by the Galena Place component of the Project. 5. On-Site Parking - Galena Place. Prior to the issuance of a Certificate of Occupancy for Galena Place, and as a condition P recedent thereto, Owner shall have constructed sixteen (16) subsurface parking spaces within Log 4 of the Aspen Mountain Subdivision. These subsurface arkin spaces represent the total P g P aces re P number of on-site parking spaces which Owner is required to provide in connection with the Galena Place component of the Project. E. LOT 5 (HOTEL PHASE II) The Lot 5 component shall be comprised of not more than 50 hotel rooms (with the aggregate number of hotel rooms on Lots 1 and 5 not to exceed 342) , and no more than 47 residential units between Lots 3 and 5, the exact number of such units to be es- tablished in the amended review process for Lot 5. The total floor area in this component shall not exceed 115,000 square feet included in external F.A.R. calculations (with the maximum aggregate floor area (countable for F.A.R. purposes) on Lots 1 and 5 to ge 305,000 square feet) . Site specific building im- provements and uses for the Lot 5 component of the PUD are still in the process of being proposed by Owner and reviewed by City. However, in all events, building improvements and uses for 37 110 84 , 574 PAGE829 the Lot 5 component shall not exceed the limitations herein set forth. 1 . Site Improvements - Lot 5. Prior to the issuance of a Certificate of Occupancy for Lot 5 improvements, and as a condition precedent thereto, Owner shall and hereby agrees to accomplish the following Section 20-16 improvements in the Lot 5 area: (a) If it has not already done so during the Hotel Phase I development, Owner shall relocate underground all electrical , telephone and cable television lines which presently exist above ground along vacated Dean Street between South Galena and Mill Streets, in accordance with the Utility Plan and pursuant to other normal City specifications. (b) Owner shall construct a new curb and gutter along the entire Lot 5 boundary on Mill Street (and a new sidewalk along a portion thereof) , a new sidewalk (and a curb and gutter if required) along the entire Lot 5 boundary on Dean Street, and a new sidewalk along the entire Lot 5 boundary on South Galena Street, in accordance with the Landscape Plan and pursuant to other normal City specifications. In addition, Owner shall repair or replace any other existing (or newly installed) sidewalks, curbs or gutters that may be damaged during construc- tion. (c) Owner shall construct such other improvements as may be agreed to between Owner and City during the amended approval process for Lot 5. 2. Landscaping Improvements - Lot, 5 - Premature. 38 • ! BOOK 574 RAGr.8?0 3 . Financial Assurances - Lot 5 - Premature. 4. Employee Housing - Lot 5. As an inducement to the City to approve the amendments to the Aspen Mountain P.U.D./Sub- division contemplated herein, Owner has agreed to and does hereby acknowledge its potential obligation to provide off-site employee housing for net new employees and other employee housing requirements as may be determined during the amended approval process for the Lot 5 component of the Project. 5. On-Site Parking - Lot 5. The on-site parking require- ments shall be determined for Lot 5 during the amended approval process. F. TOP OF MILL (Premature - to be established by amendment to this Agree- ment. ) G. LOT 6 - (PROPOSED ICE RINK AND PARK) The Lot 6 component of the PUD is the parcel that is to be created from the replatting or subdivision of Lot 5, which has yet to be completed. Lot 6 is shown on the First Amended Plat as being "proposed" only. However, as a condition to the acceptance by the City of the First Amended Plat for recordation, the execution by the City of this First Amended PUD Agreement, and the uninterrupted construction of Hotel Phase I, Owner shall apply for and diligently pursue all necessary approvals from the City for the Ice Rink and associated facilities, including but not limited to GMQS exemption or alloc4tion, conditional use 39 111 • minx 574 ?AGE 831 approval for a restaurant, and PUD approval to establish dimensional and parking requirements. Following this process Owner shall cause to be prepared for review and acceptance by the City an amendment hereto and to the First Amended Plat incor- porating the development activity for Lot 6 more particularly hereinbelow described. Pursuant to the above conditions, Owner shall construct and operate on Lot 6 an ice skating rink and park to be a permanent community activity center, according to representations made during the approval for Hotel Phase I . To this end, Owner intends that Lot 6 shall be rezoned by the City of Aspen from the current CL and LT/R zoning classifications to P (Park) . Owner shall apply for the rezoning within 90 days after receipt of a full building permit for Hotel Phase I, but in no event later than April 1, 1989. In the event Owner has not applied for the rezoning by this date, the City is authorized to initiate the rezoning on the Owner's behalf and Owner shall not object and hereby agrees to pay all administrative costs of said rezoning. Owner further agrees to execute a deed restriction in a form acceptable to the City Attorney limiting the use of Lot 6 for a community activity center and public ice skating rink, with accessory uses as determined through the approval process. 1 . Site Improvements - Lot 6 - Prior to the issuance of a Certificate of Occupancy for Lot 6, and as a condition precedent thereto, owner shall and hereby agrees to accomplish the following Section 20-16 improvements on Lot 6. 40 111 411 Rona 574 PAGE 832 (a) If it has not already done so during the Hotel Phase I development, Owner shall relocate underground all electrical, telephone and cable television lines which presently exist above ground along vacated Dean Street between South Galena and Mill Streets, in accordance with the Utility Plan and pursuant to other normal City specifications. (b) Owner shall construct a new curb and gutter along the entire Lot 6 boundary on Dean Street (and a new sidewalk along a portion thereof) , a new sidewalk (and a curb and gutter if required) along the proposed Lot 6 boundary on Galena Street, and a new sidewalk along the entire Lot 5 boundary on Durant and Mill Streets, in accordance with the Landscape Plan and pursuant to other normal City specifications. In addition, Owner shall repair or replace any other existing (or newly installed) sidewalks, curbs or gutters that may be damaged during construction. (c) Owner shall construct such other improvements as may be agreed to between Owner and City during the amended approval process for Lot 6. 2 . Landscaping Improvements - Lot 6 - Premature. 3 . Financial Assurances - Lot 6 - Premature. 4. Employee Housing - Lot 6. Because the proposal for Lot 6 is currently in the amendment approval process the final requirement for employee housing has not yet been determined. 5. On-Site Parking - Lot 6. Because the proposal for Lot 6 is currently in the amendment approval process the final requirement for on-site parking has not yet been determined. 41 • 110 PooK 574 PPGE833 H. ADDITIONAL OWNER REPRESENTATIONS Owner hereby further expressly warrants and represents to the City as follows: 1 . Owner has renovated the existing Grand Aspen Hotel and the lands surrounding the same substantially in accordance with the "Continental Inn Renovation Program" attached hereto as Schedule 1 . 2 . For a period of up to three years following the issuance of a Certificate of Occupancy for Hotel Phase I, a maximum of 447 hotel units may be in operation as short-term accommodations within the P.U.D. at any time. In this regard, owner shall reduce the number of operational hotel units in the existing Grand Aspen Hotel to a maximum of 155, such reduction to be accomplished by deed restriction for (4) existing hotel units in the Grand Aspen Hotel for employee housing as described in Section B(4 ) above, such deed restriction shall be effective no later than (and as a condition precedent to) the issuance to owner of a building permit covering Hotel Phase I . 3 . The Owner shall obtain a demolition permit and complete the demolition of the Grand Aspen Hotel within three years of the date of issuance of a Certificate of Occupancy for the Phase I Hotel . Re-development of this site shall proceed in general accord with the plans presented for Lot 5, which have not been finalized as of the time of this Agreement. If final approval of re-development has not been granted by the deadline for demoli- tion of the Grand Aspen, the Owner shall be ,permitted to request an extension of the deadline from the City Council . If the date 42 410 BOOK 574 PAGE 834 for demolition shall occur during the traditional winter season, demolition need not begin until the day after the ski lifts shall close during that season. In the event demolition has not begun within 30 days of the end of the ski season, City may begin demolition of the Grand Aspen Hotel . Cost of the demolition shall be the responsibility of Owner, and the obligation of Owner to repay City any funds that it expends in connection with the demolition shall be and by these presents hereby is secured by a lien upon Lot 5 for the benefit of City, which lien shall be a first and prior lien superior to all but the lien of general taxes. 4. With respect to the various streets or portions thereof within the project which were vacated by the City Council by Ordinance No. 14 (Series of 1985) , Owner shall at all times hereafter honor and abide by the utility easement and emergency access rights reserved to the City in Sections 6 and 7, respectively, of said Ordinance. 5. All "Fire Prevention Measures" described on Schedule 2 attached hereto and made a part hereof by this reference shall be installed and/or incorporated in Hotel Phase I and II or in Galena Place as indicated. 6. All "Water and Energy Conservation Measures" described on Schedule 3 attached hereto and made a part thereof by this reference shall be installed and/or incorporated in Hotel Phases I and II or in Galena Place as indicated. 7. In order to minimize automobile travel and parking demand, all of the "Automobile Disincentives" described on 43 410 er nK 574 PAGE835 Schedule 4 attached hereto and made a part hereof by this refer- ence shall be provided in connection with the project as a whole. When the audit as outlined in 4(g) above is conducted, there shall take place a study to confirm the existence and use of the "Automobile Disincentives" described on Schedule 4 attached hereto. 8. Owner has previously contributed to City $25,000.00 toward the actual cost of the Rubey Park Transit Center. 9. Owner shall design and construct, at its sole expense on any site selected and obtained by Aspen Ski Club and for which appropriate approvals have been obtained, a new building (or a renovation and/or expansion of an existing building, at the Ski Club's option) containing a maximum of 1500 square feet of finished space and 500 square feet of unfinished space, such finished space to be of at least better quality and functionally than the clubhouse space which the Ski Club currently occupies, in exchange for the termination by the Ski Club of its existing leasehold agreement with the City covering lots 14 and 15 of the Capitol Hill Addition. In the alternative, should the Ski Club elect to participate with the City and/or other community organizations in the joint venture development and occupancy of a larger facility, Owner shall contribute to the Ski Club cash or certified funds (on an as needed basis) in an amount equal to the dollar value of the design and construction commitment first set forth above. 10. The Owner shall fund the sum of $250,000.00 toward the following: a Comprehensive Aspen Mountain Drainage Plan, the 44 411, 010 BOOR 574 P4GE836 implementation of the Plan's recommendations and the provision of drainage easements. This commitment is in substitution for the prior commitment in the Initial PUD Agreement to provide on-site retention facilities on Lot 3 (The Top of Mill) , and is compar- able in expense. Owner's obligation in this respect shall be in the form of an interest-bearing escrow to be created with the City on or before April 1, 1989, pursuant to escrow instructions, a specimen of which is hereto annexed as Exhibit H, enabling the City, through the City Engineer, to draw upon the funds from time to time and at anytime in order to defray the costs of engineer- ing studies, infra-structure improvements, acquisition of rights- of-way or other matters determined by the City in the exercise of its good faith discretion to better promote and implement a comprehensive unified drainage plan and system for Aspen Mountain. The City shall give to Owner ten (10) days advance notice of its intention to draw upon the escrow, specifying the nature of the expenditure to be paid whereupon the Owner shall have ten (10) days thereafter within which to object in writing thereto as being an expenditure not reasonably related to the promotion and implementation of a comprehensive unified drainage plan and system for Aspen Mountain. In the event the escrow agent receives any such objection, it shall not honor the draw request of the City Engineer but inptead shall refer the matter to the Aspen City Council for hearing, which shall be conducted ;, L.t by City Council as soon thereafter as. is practical employing the procedures and standards of proof more particularly described in Section M below. If the City Council sustains the objection of 45 410 BON 574 P GE837 the Owner, the escrow agent shall not honor the draw request of the City Engineer, or so much thereof as was objected to, and, otherwise, it shall honor the request. 11. Management of the hotel to be constructed on Lot 1 shall be entrusted to an entity with the experience and qualifi- cations necessary to operate a luxury resort hotel of the highest possible standards, while preserving a sensitivity to the nature and quality of these hotel facilities, to the immediate hotel neighborhood, and to the Aspen Community in general . Management shall be particularly qualified to seek and promote transient, vacation, group meeting, and conference business. 12 . Each development component of the Project shall be constructed substantially in accordance with the architectural drawings therefor which have been recorded as part of the First Amended Plat documents, as such drawings may hereafter be modified with the consent of the City. 13 . Prior to the issuance of a Certificate of Occupancy for Hotel Phase I , and as a condition precedent thereto, Owner shall deliver to the City Manager a document suitable for recordation which designates and sets aside thirty (30) of the Hotel Phase I parking spaces for purposes of long-term automobile storage by employees of the project housed off-site. 14 . As a condition precedent to the issuance of a Certificate of Occupancy for Hotel Phase I , and pursuant to the PUD Agreement, Owner has substantially remedied the "life safety" deficiencies in the Copper Horse Lodge and the Alpina Haus Lodge identified by Tom Voorhees and John Ostwald in their memoranda to 46 411 PnPK 511P P 44 a6E830 Jim Wilson of March 20 and March 21, 1985, respectively, copies of which memoranda are attached as Schedule 5 and 6, respec- tively, to this First Amended PUD Agreement. For its part the City has issued a written acknowledgement of such fact, attached hereto as Schedule 7. 15. The following limits shall be placed on the construc- tion schedule in addition to those proposed by the Owner or required by the City Engineer: a. A "tennis" fence material shall be used to screen all staging areas on the site. b. All construction (except painting or similar "quiet" activities) shall be prohibited on the site between the hours of 10:00 p.m. and 7:00 a.m. c. Owner shall demonstrate to the City Engineering Department that permission has been obtained from adjacent owners for the booms on the tower cranes to swing over their properties. d. The Owner shall provide the City Engineer with an updated construction schedule prior to obtaining any additional building permits for the Project. 16. The Owner shall commit to meeting the Health Depart- ment requirements identified by Tom Dunlop in his memo regarding the Project dated February 18, 1988 and attached hereto as Exhibit I. 17. The accessory retail uses permitted within the Hotel Phase I shall be limited to the following and similar uses: sundry shop; car rental desk; travel desk; ski rental and repair 47 BOOK 574 PAGE839 store; ski and sports activity center; hotel operator souvenir store; beauty shop; florist shop; and gift shop. The four accessory retail spaces depicted in the building on Durant Street shall not be combined to create larger retail spaces. 18. In order to maintain the employee generation repre- sented by Owner, there shall be no more than 204 dining seats and 4,500 sq. ft. of net (defined as 80% of gross) dining area, exclusive of lounge area and exclusive of seasonal outdoor dining, within the Hotel Phase I. 19. The Owner's commitment in the Initial PUD Agreement to participation in the Lodge Improvement District is hereby revised to a commitment to provide improvements on all project frontages which correspond to those planned for the South Galena/South Mill Improvement District. The Owner commits to construct those improvements adjacent to the hotel which were originally intended for construction by the district contractor, using funds which will be transferred from the district to the Owner. These improvements and the approximate scheduling for their installa- tion are more particularly described in Schedule 8, attached hereto and made a part hereof by reference, and Owner agrees to complete such improvements to the reasonable satisfaction of the City Engineer within the approximate time schedules indicated therein. I. PERIODIC PROJECT REVIEWS Owner agrees that every six (6) months following; the date of final City approval of this Project until the construction of 48 • tinny( 574 c 8k® all components thereof is complete, it shall meet with the City Planning Office for the purpose of informing the Planning Office as to its progress in developing the Project pursuant to the terms and provisions of the Agreement. If the Planning Office deems it necessary, the Planning Office will report to the Aspen Planning and Zoning Commission on the outcome of one or more of these meetings. The Owner and the City recognizes that these meetings are not opportunities for the Owner to avoid complying with the requirements of the Agreement but are for purposes of providing progress reports and developing mutually acceptable solutions to any problems that may be encountered during the construction period. J. PERMANENT CARE AND MAINTENANCE OF LANDSCAPING Owner agrees that it shall be the perpetual responsibility of the Owner or Owners from time to time of the lands within Lots 1, 2 , 3 , 4, 5 or 6, respectively, of the Aspen Mountain Subdivi- sion to maintain, care for, and replace when necessary, all trees, shrubs, plants, and other landscaping features which may be planted or otherwise incorporated in each of said Lots pur- suant to the Landscaping Plan. K. USE AND MAINTENANCE OF OPEN SPACE AND\ OTHER COMMON FACILITIES Owner shall occupy the Project Open space for such uses as may from time to time be deemed appropriate by Owner, provided that such occupancy and uses shall at all times be in compliance 49 1 0 Q BOOK 574 PAGE841 with the then applicable provisions of the Aspen Municipal Code. Pursuant to the provisions of Code 24-8. 19 (as applicable) , the Owner agrees that it shall be the perpetual responsibility of the Owner or Owners from time to time of the lands within Lots 1, 2, 3 , 4 , 5, or 6, respectively, of the Aspen Mountain Subdivision to maintain in a clean and attractive condition and in a good state of repair all Open Space located within each of said Lots. L. RECONSTRUCTION OF DEMOLISHED UNITS It is mutually acknowledged and verified between City and Owner that pursuant to Municipal Code Section 24-11 . 2(a) , Owner has the right, following their demolition, to reconstruct within the Aspen Mountain PUD a total of 275 hotel units and a total of 42 residential units. The original location (source) of these reconstruction units is identified on Schedule 9 attached hereto and made a part hereof by this reference. Furthermore, the City hereby agrees and confirms that for the 18 previously demolished residential units as identified on Schedule 9 attached hereto, the Owner shall have a two-year period for reconstruction commencing on the date of obtaining a demolition permit for demolition of the Grand Aspen Hotel on Lot 5. M. NON-COMPLIANCE AND REQUEST FOR AMENDMENTS OR EXTENSIONS BY OWNER In the event that the City Cotcil determines that the Owner is not acting in substantial compliance with the terms of this Agreement and/or one or more of the Construction Schedules 5 0 142 BonK 4 submitted to the City Engineering Department in accordance herewith, the City Council may issue and serve upon the Owner a written order specifying the alleged non-compliance and requiring the Owner to remedy the same within such reasonable time as the City Council may determine. Within twenty (20) days of the receipt of such order, the Owner may file with the City Council either a notice advising the City Council that it is in compli ance or a written petition requesting a hearing to determine any one or both of the following matters: (a) Whether the alleged non-compliance exists or did exist, or (b) Whether a variance, extension of time or amendment to this Agreement should be granted with respect to any such non- compliance which is determined to exist. Upon the receipt of such petition, the City Council shall promptly schedule a hearing to consider the matters set forth in the cease and desist order and in the petition. The hearing shall be convened and conducted pursuant to the procedures normally established by the City Council for other hearings. If the City Council determines by a preponderance of the evidence that a non-compliance exists which has not been remedied, it may issue such orders as may be appropriate; provided, however, no order terminating any approval granted herein shall be issued without a finding of the City Council that substantial evidence warrants such action and affording the Owner a reasonable time to remedy such non-compliance. A final determination' of non- compliance which has not been remedied or for which no variance 51 • e• BOOK 574 PAGE 843 has been granted may, at the option of the City Council, and upon written notice to the Owner, terminate any of the approvals contained herein which are reasonably related to the require- ment(s) with which Owner has failed to comply. Alternatively, the City Council may grant such variances, extensions of time or amendments to this Agreement as it may deem appropriate under the circumstances. In addition to the foregoing, the Owner or its successors or assigns may, on its own initiative, petition the City Council for a variance, an amendment to this Agreement, or an extension of one or more of the time periods required for performance under the Construction Schedules or otherwise. The City Council may grant such variances, amendments to this Agreement, or extensions of time as it may deem appropriate under the circumstances. The parties expressly acknowledge and agree that the City Council shall not unreasonably refuse to extend the time periods for performance indicated in one or more of the Construction Schedules if Owner demonstrates by a preponderance of the evidence that the reasons for the delay(s) which necessitate such extension(s) are beyond the control of the Owner, despite good faith efforts on its part to perform in a timely manner. N. PARK DEDICATION FEE In accordance with the provisions of Section 20-18 of the Municipal Code, the City Council has elected to receive from Owner cash permits (in lieu of land dedications) in satisfaction of Owner's park dedication fee requirements arising from the 52 wt, Aspen Mountain Subdivision. The City and Owner have calculated the following park dedication fees for the various Project components, each of which amounts shall be paid by Owner to City in the form of cash or certified funds at the time that Owner applies for a Building Permit for the related component: Development Component Park Dedication Fee Lot 1 - Hotel Phase I $ - 0 - Lot 2 - Summit Place 6,195. 72 Lot 4 - Galena Place 9,770.17 Lot 5 - Hotel Phase II (Premature - to be established by amendment to this Agreement) Lot 3 - Top of Mill (Premature - to be established by amendment to this Agreement) Lot 6 - Ice Rink & Park - 0 - O. GENERAL PROVISIONS 1 . Notice. Notices to be given to the parties to this Agreement shall be deemed given if personally delivered or if deposited in the United States Mail to the parties by registered or certified mail at the addresses indicated below, or at such other addresses as may be substituted upon written notice by the parties or their successors or assigns: City of Aspen: City Manager 130 South Galena Street Aspen, Colorado 81611; Owner: Savanah Ltd. Partnership 1300 17th Street Suite 1100 Rosslyn, VA 22209; 53 411 1"' BOOM 14 PAGE84cz) With a copy to: Robert W. Hughes, Esq. Oates Hughes and Knezevich 533 E. Hopkins Avenue Aspen, Colorado 81611; and Perry A. Harvey Hadid Aspen Holdings, inc. 600 E. Cooper, Suite 200 Aspen, Colorado 81611 2 . Binding Clause. The provisions hereof shall run with and constitute a burden upon the title to the subject property, and shall be binding upon and shall inure to the benefit of the Owner and the City and their respective heirs, personal represen- tatives, successors and assigns. 3 . Applicable Law. This Agreement shall be subject to and construed in accordance with the laws of the State of Colorado and the Municipal Code of the City of Aspen. However, inasmuch as review of the planned unit development amendment contemplated herein was initiated prior to May 25, 1988, the effective date of substantial revisions to Chapter 24 of the Municipal Code, all reference herein to the Municipal Code or to particular sections thereof shall be deemed to refer to the Code or, as the case may be, to sections thereof in effect on May 24, 1988, except to the extent that subsequent changes to the Municipal Code or to sections thereof have herein been made expressly applicable to the First Amended PUD or to the perform- ance of Owner's obligations hereunder. 4. Severability. If any of the provisions of this Agreement or any paragraph, sentence, clause, phrase, word or section or the application thereof in any circumstances is 54 BOOK 574 PAGE846 invalidated, such invalidity shall not affect the validity of the remainder of the Agreement and the validity of any such provision, paragraph, sentence, clause, phrase, word or section under any other circumstances shall not be affected thereby. 5. Incorporation of Recitals and Written Submittals. The City and Owner hereby stipulate and agree that the "recitals" preceding this Agreement, and all of the written submittals (as amended and presently effective) made by Owner to City throughout the course of the Aspen Mountain PUD/Subdivision approval process, shall be deemed to be part of this Agreement and to be incorporated herein by this reference. 6. Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement between the parties herein with respect to the transactions contemplated hereunder and may be altered or amended from time to time only by written instru- ment executed by each of the parties hereto. 7. Survival . Each of the obligations, commitments and representations made herein by the Owner and the City, including as to the processing and completion of further review for the components of the Project that have yet to receive final approval, and the parameters of development activity contemplated herein for such Project components, shall survive the execution hereof and the enactment of subsequent legislation initiated by the City in any manner inconsistent with such obligations, commitments, and representations. 8. Acceptance of Plat; Ratification by Owner. Upon execution of this Agreement by all parties hereto, the City 55 . ' •` BOOK 574 PAGE X47 shall approve and execute the First Amended Plat, and to accept the same for recordation in the Recording Office of Pitkin County, Colorado, upon payment of the recordation fee and costs to the City by Owner. For its part, Owner hereby ratifies and confirms each and every representation and public dedication made and set forth by Owner on said Plat. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. CITY: THE CITY OF ASPEN, COLORADO a municipal corporation By: ` �/ illiam Stirlin• , Mayor —' ATTEST: �j t - _" _ J -707t-.11•taIr -'''' ,S, dT Ie or Ait�o t'6 f'T, e!t'-r. C *FAA • ' •ROVED AS TO FORM: \ /-4.--g------k ( A),...~.....,..A-1 City Attorne STATE OF COLORADO ) ss: COUNTY OF PITKIN ) The fo,r,�e. oing instrument was acknowledged before me this 33- day of 4 , 198 ' , by William Stirling as Mayor and Kat yn-S--Keeh as City Clerk- of the City of Aspen, State of Colorado./''=-"rs.c 5.�ffe'fq r,-k�.Z� P7; C/r-7' C r&t G- Witness my hand and official seal.. '((My. commission expires: 1/9 2//f P. ss` •t ',I- „ �.�y AL 44106? •i'':` • s-- -, itkf' i .;N o` ary Pug) '' `r�' ., ='r 56 ` ✓1,'4....o• ,4,\4.�` • 4110 BOOK 574 PAGE84S t ',' OWNER: SAVANAH LIMITED PARTNERSHIP, a V'y ', District of Columbia Limited } . Partnership `t°f By 1001, Inc. , a District of -`+��q,..•... t. . fi Columbia corporation s : a.. -0-0-� - ': 41,(\fS Q''' By / , ��/ . ., STATE OF COLORADO ) ss: COUNTY OF PITKIN ) The foreg•in• ins rument was acknow edged before this day of �. J1, /ii,/VJ , 198 by c \� , Witness my hand and official seal. My commission expires: 9 a _I ,_I../ Ago . �I • ar Pu 1iri FC. !7I_Ii_'H{. : KNEIAYILH 411LL No . 1_ i 11 _ 3 . ØrI _ : 1r- :'i _ . , ..___.. BOOK 574 PAGE849 • CONSENTS OF MORTGAGEES FIRST INTERSTATE BANK OF DENVER, N.A. , the beneficiary of a deed of trust recorded in Book ,W at Pages "7QZ et seq. , of . the Pitkin County , Colorado real property records encumbering Lot 5 of the Aspen Mountain Subdivision and Planned Unit Development , hereby consents to the within and foregoing First Amended and Restated Planned Unit Development/Subdivision Agreement -- Aspen Mountain Subdivision, and to the provisions of Paragraph 3 of Sect.i.on M thereof conferring upon the City of Aspen a (inchoate) first lien upon Lot 5 upon the conditions more particularly i_hr:-rt i n set: forth . FIRST 1:N`I 1:RSTATE BANK OF t)ENVER,��N. A. 41 .s;.:3--Pmrr Ii E At IgiDe-a7 • STATE OF COLORADO ) s`-- CO1_iNTY OF ) The foregoinc instrument was ac no led d b _fo.r-e me :: this-`=d�=� day of /101 , 1913£i, by _ _._ ,: .. r ,.r;s' .� y %!W o FIRST INTERSTATE HANK OF DENVER, N. A. 4 ; $ 41./, •' > WITNESS my hand and oft i e 1. seal.. x� : -' •LI My commission expires: � O:II:: . Li-f--a--)- h 4: i t p,u, ") 1•� :+ ", Not ____ . F'll Lc Off= C MAR3AC INVESTMENTS, INC. , re Delaware corporation, the beneficiary of a deed of trust recorded in Book 549 at. Pages 371 , et seq. , of the Pitkin . County, Colorado real property records encumbering, inter alia, Lots 1 , 2 , 3 , 4 , 5 (and proposed Lot 6) • of the Aspen Mountain Subdivision, hereby consents to the terms of the within and foregoing First Amended and Restated Planned Unit Deve lopment/Subd.i_vision. Agreement - Aspen Mountain Subdivi•- sion . . MARJAC INVESTMENTS , INC. , a • Delaware corporation (Acknowledgment on Page 2 following) E'F' t i -- _ _ F F' 1 1 6 : 4 1 o _ '? -U 1 1 2 1 F' . C_I 110 110 Bonk 574 PiGE 850 CONSENTS OF MORTGAGEES FIRST INTERSTATE BANK OF DENVER, N.A. , the beneficiary of a deed of trust recorded in Book at Pages , et !2a. , of the Pitkin County, Colorado real property records encumbering Lot 5 of the Aspen Mountain Subdivision and Planned Unit Development, hereby consents to the within and foregoing First Amended and Restated Planned Unit Development/Subdivision Agreement - Aspen Mountain Subdivision, and to the provisions of Paragraph 3 of Section M thereof conferring upon the City of Aspen a (inchoate) first lien upon Lot 5 upon the conditions more particularly therein set forth. FIRST...INTERSTATE BANK OF DENVER, N.A. By STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1988, by as of FIRST INTERSTATE BANK OF DENVER, N.A. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public MARJAC INVESTMENTS, INC. , a Delaware corporation, the beneficiary of a deed of trust recorded in Book 549 at Pages 371 , et sea. , of the Pitkin County, Colorado real property records encumbering, inter alia, Lots 1, 2, 3, 4, 5 (and proposed Lot 6) of the Aspen Mountain Subdivision, hereby consents to the terms of the within and foregoing First Amended and Restated Planned Unit Development/Subdivision Agreement - Aspen Mountain Subdivi- sion. MARJAC INVESTMENTS, INC. , a Delaware rcorporation BY (Acknowledgment on Page 2 following) • 0 . J r BOOK 574 4 PAGE8 1 STATE OF VIRGINIA ) ss. COUNTY OF FAIRFAX ) The foregoing instrument was acknowledged before me this 19th day of SEPTEMBER , 1988 , by DR. M. YAQUB MIRZA as EXECUTIVE VICE PRESIDEN1E MARJAC INVESTMENTS, INC. , a . Delaware �cc9,244q,kat on. SS my hand and official seal. I� ;;;;;;:i.:,:to . .re,T, NESS iy, commission expires: AUGUST 5, 1991 � KIA0,10,4%.■.---XJ.../ Czt)21LAJ ' = :. : `' ..v r Y4 Notary Public �" t • I 110 ESIBIT "A" B00}S 574 P4GE852 ESCROW INSTRUCTIONS THE3T' SCRO;: :JCTIONS are given th:._ ' : :. d.,, u L April, 1988, by SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership ("Savanah") , to the Finance Department of the City of Aspen, Pitkin County, Colorado ("Escrow Agent") , with reference to the following: RECITALS • A. Savanah is the owner of Lots 1 through 5, inclusive, of the Aspen Mountain Subdivision and Planned Unit Development as shown and Depicted -' n the Final Plat thereof recorded in Plat Book 17 at Pages 99 , et seq. , and as defined and described in the Planned Unit Development/Subdivision Agreement - Aspen Mountain Subdivision recorded in Book 500 at Pages 656, et seq. ("PUD Agreement") , all reference being to the Pitkin County, Colorado real property records. B. Paragraph 3 of the PUD Agreement obligates Savanah, in the present circumstances, to give financial assurances to the City of Aspen in respect of the site and landscaping improvements described in Paragraphs B (1) and B(2) of the PUD Agreement. C. The City of Aspen has also requested of Savanah that it give financial assurances in respect of excavation work that it intends to begin upon Lot 1 of the PUD. D. The City Engineer of -the City of Aspen, Colorado, has determined that due to the completion or partial completion of several of the site improvements described on the PUD Agreement, the cost to complete the remaining site and landscaping improvements is $1, 228, 000 . 0 (rather than the $1, 700, 000 .00 specified in the PUD Agreement) , and that the sum of $650, 000 . 00 is reasonable security for Savanah' s obligations of performance in respect of the excavation contemplated for Lot 1 of the PUD. NOW, THEREFORE, Savanah herewith deposits with Escrow Agent the sum of $1 , 878, 000. 00 (the "Escrow Fund") . With respect to the Escrow Fund, the parties hereby instruct Escrow Agent as follows : • 411 4 aaaK 574 BAUE 8S'3 • 1. The Escrow Agent shall, as soon as in the circumstances is practical, deposit the Escrow Fund in a separate interest bearing (money fund) account with Central Bank of Aspen, which account, such Bank has confirmed, shall be insured to the extent of FDIC limits and shall be backed by a pledge of that Bank' s assets pursuant to the Loloraao Public Deposits Law. • 2 . Savanah shall upon its written request, be entitled to be paid quarterly all interest that accrues on the Escrow Fund. 3 . In the event of a default in performance by Savanah under the terms of either Paragraph B (1) or B (2) of the PUD Agreement, or both of such paragraphs, the Escrow Agent shall make available to the City from the Escrow Fund such amounts, up to the sum of $1 , 228, 000.00, as may be necessary to enable the City, itselt or through third party contractors, to complete the obligations of performance contained in either Paragraph B (1) or B (2) of the PUD Agreement, or either of such paragraphs, in respect of which Savanah has defaulted. 4. In the event that .Savanah shall cause excavation to occur on Lot 1 of the PUD after the date hereof and shall fail to commence the next contemplated phase of construction upon 'Lot 1 within the time contemplated by the City of Aspen Building and Zoning Regulations whereby the right so to com- mence the next phase of construction activity shall be lost, and shall fail, within 60 days of such loss, to refill, compact and seed any portion of Lot 1 excavated after the date hereof, Escrow Agent shall make available to City from the Escrow Fund an amount, up to the sum of $650, 000. 00, as may be necessary to enable the City, itself or through third party contractors, so to refill, compact and seed those portions of Lot 1 excavated after the date hereof, and shall disburse the balance of the Escrow Fund, together with any accrued undisbursed interest, to Savanah. 5. In the event that Savanah begins to construct foundations on Lot 1 of the PUD, and such fact shall appear to Escrow Agent by written advice from the City Engineer, Escrow Agent shall disburse to Savanah $650, 000 .00 of the Escrow Fund. 6 . In the event that Savanah completes its obliga- tions under both Paragraphs B (1) and B (2) of the PUD Agreement, and such fact shall be made to appear to Escrow Agent by written advice from the City Engineer, the Escrow Fund, to- gether with any accrued undisbursed interest, shall by Escrow Agent be immediately disbursed to Savanah. -2- IIP POOg 574 PAGE854 7 . At anytime that the City Engineer shall in writing advise Escrow Agent that a portion of the obligations on Savanah' s part to be performed have been perofrmed and that a proportionate amount of the Escrow Fund should be disbursed to Savanah, Escrow Agent shall disburse to Savanah such amount as the City Engineer shall direct. 8 . All notices sent under the terms of this Escrow Agreement shall be in writing, hand delivered to Escrow Agent at 130 S. Galena Street, Aspen, Colorado; to Savanah at 600 E. Cooper Avenue, Aspen, Colorado, with a copy to Robert W. Hughes, Esq. , Oates, Hughes & Knezevich, P.C. , 533 E. Hopkins Avenue, Aspen, Colorado; and to the Aspen City Manager, 130• S. Galena Street, Aspen, Colorado 81611, with a copy to the Aspen City Attorney, 130 S. Galena Street, Aspen, Colorado 81611. • 9 . No amendment of this Escrow Agreement is binding on Escrow Agent unless such amendment is in writing signed by all parties hereto and deposited with the Escrow Agent. Should any dispute arise among the parties hereto or with any third parties or should Escrow Agent receive conflicting demands with reference to the Escrow Fund, the Escrow Agent may, at its option, but without limiting other rights, stop all proceedings in the performance of the Escrow Agreement and withhold deliv- ery of the Escrow Fund until such dispute or conflicting demands have been resolved and written proof thereof has been delivered to Escrow Agent, or Escrow Agent may file an inter- pleader suit in District Court, Pitkin County, Colorado. On the filing of an interpleader suit, the Escrow Agent shall be fully released and discharged from any obligations or liability in connection with the Escrow Fund. 10. The parties agree to indemnify, pay and hold harmless Escrow Agent from all charges, damages, judgments, costs , expenses and reasonable legal fees expended or incurred by Escrow Agent in the performance of its duties hereunder. 11 . The parties acknowledge that the Escrow Agent is a mere stakeholder and should not be required to perform any services or duties except the safekeeping of money or other documents received by it and the disposition of the same in accordance with the written instructions of this Escrow Agree- ment. 12. The Escrow Agent shall not be liable for the lack of authority of any person to execute this Escrow Agree- ment, any notice required by this Escrow Agreement or any amendment to this Escrow Agreement. The Escrow Agent shall not be liable for the failure of the parties to comply with these • 1 -3- i BOOK 574 PAGE855 instructions or any documents filed or referred to herein. The Escrow Agent shall not be liable for any inadvertent failure of the Escrow Agent to comply with these instructions or any agreement or document filed or referred to herein, fraud perpetrated on ary person in con.ection with the Escrow Agree- ment, forgeries or impersonations occurring in connection with the Escrow Agreement. The Escrow Agent shall not be responsi- ble for the sufficiency, correctness or validity of any instru- ments deposited with the Escrow Agent. The Escrow Agent shall be liable only for its willful acts or any misconduct with respect to the Escrow Agreement. IN WITNESS WHEREOF, this Escrow Agreement has been made and entered into and 'these Instructions have been given as of the 14th day of April, 1988. SA"P.NAH LIMITED PARTNERSHIP, a District of Columbia limited partnership By: 1001, INC. , a District of • Columbia corporation, general - partner By , THESE ESCROW INSTRUCTIONS ARE ACCEPTED AND RECEIPT OF THE ESCROW FUND IS HEREBY ACKNOWLEDGED THIS 14TH DAY OF APRIL, 1988. THE CITY OF ASPEN FINANCE DEPARTMENT By IV K. 4 ,,4! Ass;sfa.0f— DirecO'or ., • rwh27.71 �// Nde J Irt C y -4- cliTALL22.21. BOOK 574 PAGES G Employee Generation for Hotel Phase I, Galena Place, Summit Place and Replacement Housing Phase I ' 1. Lodge Operation New Lodge Rooms ( 264 ) 264 New 1-BR Suites ( 26 ) 26 New 2-BR Suites ( 2) 4 Total Bedrooms 294 Living Rooms @ 25% 7 Total Rooms 301 Employees per room . 36 Employee generation 108. 40 Existing Lodge Rooms 120 Employees per room . 20 Employee credit 24. 00 Net new employees 84. 4 GMP employees housed 60% Employees to be housed 50.6 2. Accessory Food & Beverage New restaurant sq. ft. (net) 4,500 New lounge sq. ft. (net) 3 ,700 New kitchen sq. ft. (net) 3, 400 Subtotal 11 ,600 Employees per 1, 000 sq. ft. 12. 8 Employee generation 148.5 Existing F&B and Kitchen sq. ft. (net) 4 , 900 Employees per 1 , 000 sq. ft. 9. 0 Employee credit 44. 1 Net new employees 104. 4 GMP employees housed 60% Employees to be housed 62.6 3. Accessory Retail Net retail sq. ft. 5 , 770 Employees per 1 , 000 sq. ft. 3.5 Employee generation 20. 2 Existing retail sq. ft. 700 Employees per 1, 000 sq. ft. 3.5 Employee credit 2.5 Net new employees 17. 7 GMP employees housed 60% Employees to be housed 10. 6 • • I BOOK 574 PAGE857 Employee Generation for Hotel Phase I , Galena Place, Summit Place and Replacement Housing , Cont. • Phase I 4. Non-Accessory Commercial GMP New retail 0 Employees per 1 , 000 sq. ft. Employee generation 5 . Residential GMP ( Lot 4) Population of unrestricted units 4 3-BRs @ 3. 0/du (58% ) 12. 0 Employees to be housed ( 42%) 8. 7 6 . Employee Housing Replacement Employees to be housed 29. 0 Summary of Employees to be Housed 1.' Lodge Operations 50. 6 2. Accessory Food & Beverage 62. 6 3. Accessory Retail 10. 6 4. Non-Accessory Commercial GMP 0. 0 5 . Residential GMP ( Lot 4 ) 8.7 6 Replacement Housing 29. 0 Total, Lot 1 , Lot 2 , Lot 4 and Replacement 161 .5 Employees to be Housed • • XHIBIT "C" Boni( 574 P4GE858 DEDICATION OF REAL PROPERTY TO EMPLOYEE HOUSING RESTRICTIONS AND GUIDELINES (Rooms Within Grand Aspen Hotel) THIS DEDICATION is made and entered into as of the day of , 1988, by Savanah Limited Partnership, a District of Columbia limited partnership ("Owner") , with reference to the following: W I T N E S S E T H: WHEREAS, Owner is the record owner of the following described real property situated in the City of Aspen, Pitkin County, Colorado, to wit: Rooms 184 , 196, 197 and 198 within the Grand Aspen Hotel (the "Units") situate on Lots M, N, 0, P, Q, R and S, Block 91 , City and Townsite of Aspen, and Lots 1 , 2 and 3 , Block 1, Anthony Acres Subdivision (the foregoing described property also comprising a part of Lot 5 of the First Amended Plat of the Aspen Mountaiji Subdivision and Planned Unit Development as shown on the Plat thereof recorded in Book at Page of the Pitkin County, Colorado real property records) WHEREAS, pursuant to the provisions of that certain First Amended and Restated Planned Unit Development/Subdivision Agreement -- Aspen Mountain Subdivision recorded in Book at Pages , et seq. ("Amended PUD Agreement") of the Pitkin County, Colorado real property records , Owner is required at this time, but effective upon the issuance of a certificate of occupancy for Hotel Phase I described in the Amended PUD Agreement, to dedicate the Units to specific employee housing restrictions and guidelines; and WHEREAS, Owner desires by this instrument to effect such dedication upon and with respect to the Units , NOW, THEREFORE, for and in consideration of the execution and recording by the City of Aspen, Colorado, of the Amended PUD Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner hereby declares, covenants and agrees that when, but not before , a certificate of occupancy issues for Hotel Phase I more particularly described in the Amended PUD Agreement: 0ATFt111u11FSAgYF.7El7(71PC 1 . Each of the Units shall be and hereby is restricted 7filyd Floor.AvenMasaBudding exclusively in terms of use and occupancy to the low income S!1 Eia Ikq+kkn Aprn,CokicduRI611 employee housing use, occupancy and rental guidelines and iBOOKI 74 PPGE859 qualifications that may, from time to time, be in effect, duly adopted, and regularly and uniformly applied by the City or its duly constituted employee housing designee. 2. Verification of employment and income levels for the individuals who occupy the Units shall be completed and filed with the City, or its employee housing designee, prior to and as a condition. of the issuance of a Certificate of Occupancy for the Hotel proposed in the Amended PUD Agreement for con- struction on Lot 1 of the Aspen Mountain Subdivision and Planned Unit Development, and thereafter prior to and as a condition of each employee' s occupancy of a Unit; 3. Employees of Owner or of the owner or operator of the Hotel proposed in the Amended PUD Agreement for construction on Lot 1 of the Aspen Mountain Subdivision and Planned Unit Development shall be given the first right to occupy the Units and, if so employed, shall be entitled to occupy the units notwithstanding that their individual income levels may exceed low income levels, provided that, in all events, they shall not be charged more than low income rent for such occupancy. 4 . In all other respects, the Units shall not be occu- pied by other than Qualified Employees limited to those persons residing and employed in the City of Aspen or the County of Pitkin for a minimum average of 30 hours per week, nine months out of any 12 month period, who meet low income and occupancy eligibility requirements from time to time in effect, duly adopted and regularly and uniformly applied by the City of Aspen or duly constituted employee housing designee. 5. Nothing in this employee housing restriction con- tained shall preclude or interfere with or be construed as precluding or interfering with the right of Savanah, hereby reserved, to demolish or with the demolition of the Grand Aspen Hotel pursuant to provision therefor made in the Amended PUD Agreement; provided that, at such time as the Grand Aspen Hotel is demolished, Savanah will substitute for the Units other comparable property acceptable to the City for this purpose and similarly burdened as employee housing; and, provided further that, whether or not the Grand Aspen Hotel is by then demol- ished, at such time as Savanah or its successor shall construct the employee housing project known as "Ute City Place" then, from the time a certificate of occupancy issues therefor, the Units or any property substituting therefor, as above provided, shall from then and thereafter be relieved from the burden of this Employee Housing Restriction and the Ute City Place project shall stand in substitution thereof. 6 . The dedication and covenants contained herein shall automatically upon the issuance of a certificate of occupancy for Hotel Phase I more particularly described in the Amended PUD Agreement, but not before, be deemed a burden upon and to -2- 4111 lip BOOK 574 PAGE060 run with the title to the Units and the foregoing described real property, shall be binding upon the Owner and its succes- sors and assigns, and upon all other persons or entities having any right, title or interest in or to the Units or such proper- ty, or any part thereof, and shall inure to the benefit of and be specifically enforceable by the City of Aspen or its duly constituted employee housing designee by any appropriate legal action, including injunction, abatement or eviction of non- complying tenancies, all for a period of fifty (50) years from the date of recording hereof in the Pitkin County, Colorado real property records, subject to the foregoing described reserved right of demolition. 7. Neither this dedication nor any of the covenants contained herein shall be modified, released or waived in any respect except by written instrument executed by both the Owner or his successors or assigns, and the City of Aspen, Colorado, and duly recorded in the Pitkin County, Colorado real property. records. IN WITNESS WHEREOF, Owner has hereunto set its hand and seal as of the day and year first above written. OWNER: SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership By: 1001, Inc. , a District of Columbia corporation By: STATE OF ) ) ss. COUNTY OF Subscribed and sworn to before me this day of , 198 by as of 1001, Inc. , general partner of Savanah Limited Partnership, a District of Columbia limited partnership. Witness my hand and official seal. My commission expires: (SEAL) Notary Public rwh28.67a -3- • EXiLIBIT "D" BOOK 574 PAGE 861 DEDICATION OF REAL PROPERTY TO EMPLOYEE HOUSING RESTRICTIONS AND GUIDELINES (Ute City Place) THIS DEDICATION is made and entered into as of the day of , 1988, by Savanah Limited Partnership, a District of Columbia limited partnership ("Owner") , with reference to the following: • W I T N E S S E T H: WHEREAS, Owner is the record owner of the following described real property situated in the City of Aspen, Pitkin County, Colorado, to wit: Lots C, D, E, F and G, Block 118, City and Townsite of Aspen ("Property") ; and WHEREAS, Owner has proposed or intends to propose for construction on the Property a twenty-two (22) unit condominium complex to be known as "Ute City Place" (herein so called) comprised of 6 studio units, 12 one-bedroom units, and 4 two-bedroom units, which units will house in the aggregate a total of 37 employees more particularly below described; and WHEREAS, pursuant to the provisions of that certain First Amended and Restated Planned Unit Development/Subdivision Agreement -- Aspen Mountain Subdivision recorded in Book at Pages , et seq. ("Amended PUD Agreement") of the Plain County, Colorado real property records, Owner is required at this time, but effective upon the issuance of a certificate of occupamcy for Hotel Phase I described in the Amended PUD Agreement, to dedicate the Property and the proposed Ute City Place to specific employee housing restrictions and guidelines; and WHEREAS, Owner desires by this instrument to effect such dedication upon and with respect to the Property and Ute City Place, NOW, THEREFORE, . for and in consideration of the execution and recording by the City of Aspen, Colorado, of the Amended PUD Agreement, and for other good and valuable consid- eration, the receipt and sufficiency of which are hereby acknowledged, Owner hereby declares, covenants and agrees that when, but not before, a certificate of occupancy issues for Hotel Phase I more particularly described in the Amended PUD OAIE[IIL #IFS&KN17E K1I PC Third Floor.wen Plua Building Agreement: 533 Fla Ifopkinr Aspen,Colorado 81611 411 sou 574E862 1. When constructed, the entire Ute City Place, containing 22 condominium units comprised of 6 studio units, 12 one-bedroom units and 4 two-bedroom units , and housing a total of 37 employees , shall be and hereby is restricted exclusively in terms of use and occupancy to the moderate income employee housing use, occupancy and rental guidelines and qualifications that . may, _ from time to time, be in effect, duly adopted, and regularly and uniformly applied by the City or its duly con- stituted employee housing designee. 2 . Verification of employment and income levels for the individuals who occupy the units in Ute City Place shall be completed and filed with the City, or its employee housing designee , prior to and as a condition of the issuance of a Certificate of Occupancy for the Hotel proposed in the Amended PUD Agreement for construction on Lot 1 of the Aspen Mountain Subdivision and Planned Unit Development, and thereafter prior to and as a condition of each employee' s occupancy of a unit in the Ute City Place; 3. Employees of Owner or of the owner or operator of the Hotel proposed in the Amended PUD Agreement for con- struction on Lot 1 of the Aspen Mountain Subdivision and Planned Unit Development shall be given the first right to occupy the units in Ute City Place and, if so employed, shall be entitled to occupy the units notwithstanding that their individual income levels may exceed moderate income levels, provided that, in all events, they shall not be charged more than moderate income rent for such occupancy. 4 . In all other respects, the units within Ute City Place shall not be occupied by other than Qualified Employees limited to those persons residing and employed in the City of Aspen or the County of Pitkin for a minimum average of 30 hours per week, nine months out of any 12 month period, who meet moderate income and occupancy eligibility requirements from time to time in effect, duly adopted and regularly and uni- formly applied by the City of Aspen or duly constituted em- ployee housing designee. 5. The dedication and covenants contained herein shall automatically upon the issuance of a certificate of occupancy for Hotel Phase I more particularly described in the Amended PUD Agreement, but not before, be deemed a burden upon and to run with the title to the Property and the Ute City Place , shall be binding upon the Owner and its successors and assigns, and upon all other persons or entities having any right, title or interest in or to the Property and in or to Ute City Place, or any part thereof, and shall inure to the benefit of and be specifically enforceable by the City of Aspen or its duly constituted employee housing designee by any appropriate -2- 411 01!E00{S PACE 863 legal action, including injunction, abatement or eviction of non-complying tenancies, all for a period of fifty (50) years from the date of recording hereof in the Pitkin County, Colorado real property records. 6. Neither this dedication nor any of the covenants contained herein shall be modified, released or waived in any respect except by written instrument executed by both the Owner or his successors or assigns, and the City of Aspen, Colorado, and duly recorded in the Pitkin County, Colorado real property records. IN WITNESS WHEREOF, Owner has hereunto set its hand and seal as of the day and year first above written. OWNER: SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership By: 1001, Inc. , a District of Columbia corporation By: STATE OF ) ) ss. COUNTY OF ) Subscribed and sworn to before me this day of , 198 by as of 1001, Inc. , general partner of Savanah Limited Partnership, a District of Columbia limited partnership. Witness my hand and official seal. My commission expires: Notary Public rwh28 .67a -3- ® EXH T "E" to, 533 ma78iB0 1nd 574 P4iE664 SPECI AL WARR.INTY DEED • • COtIt•IERCF ASSOCIATIOU, whose street address is 111 Soledad, Suite 1350, San Antonio, TX 70040, for the consid- eration of Ten Dollars ($10 .00) , in hand paid (and other good and valuable consideration) , hereby sells and conveys to DOWU- HILL ASSOCIATES , INC. ("Grantee") , whose street address is L13364 , North Tower, Plaza of the Americas , Dallas, County of Dallas , State of Texas 75201 , the following real property in the ` I� County of Pitkin and State of Colorado, to wit: _ Z. E DOCUh1E'�)T,:� The easterly one-half (1/2) of Lot L and all of Lot Ii, Block 44 , City and Townsite of APR 16 987 Aspen, Pitkin County, Colorado, I) �. also sometimes known and referred to as 320 s , West Main Street, Aspen, Colorado with all its appurtenances and warrants the title to. the same against all persons claiming under the said Conunerce Savings Association subject to and except for general taxes for 1906 and thereafter and subject to the following: EMPLOYEE HOUSING RESTRICTION • The property hereby conveyed shall be and remain employee housing within the meaning of and as contemplated by that certain Dediintlon of Real Property to Employee Housing Restrictions and Guidelines dated December 2, 1985, a copy of which is hereto annexed as Exhibit A ( "Employee Housing Restric- tions") and the Planned Unit Development/Subdivision Agreement - Aspen Mountain Subdivision recorded in nook 500 at Page 656, et .?_e q. , of the Pitkin County, Colorado real property records, including any amendments thereto, modifications, extensions or substitutions thereof which do not modify any of Grantee' s obligations hereunder (collectively the "PUD Agreement") . In the event the Grantee hereof, its successors or assigns, shall fail fully to abide with and by the Employee Housing festricLion.s and the PUD Agreement, insofar as the property hereby conveyed is concerned, shall fail to cure any such failure pursuant to the provisions of Paragraph M of the PUD Agreement and such failure shall be determined by the City Council of Aspen, and be finally determined by a court of competent jurisdiction to constitute non-compliance with the PUD Agreement or Employee Housing Restrictions, all as provided in Paragraph U of the PUD Agree- ment, then, subject to the remaining provisions hereof, thin Deed shall, from then and thereafter, automatically be deemed absolutely null and void, and title to the property hereby conveyed shall ipso facto pass to and vest in the then owner (or if there be more than one owner, tb each and all of them in equal undivided interests as tenants in common) of Lots 1 and 5 OHTE S HUGHES & KPJE:EVICH TEL Ho . To T. :12 7 11 . ' rip 2.1 ,:.:T 1 -0 P .04 0 • _ . 1 0' BOON 574 'pm.E865 of the Aspen Mountain Subdivision and Planned Unit Development as shown and described in the Plat thereof recorded in Book 17 at Page 99 , et seq., of the Pitkin County, Colorado real pro- perty records, including any amendments thereto, R- " e..‘Gnsions or substitutions thereof. In such event and�atlsuch time, the owner (s) of Lots 1 and 5 of the PUD shall be entitled .., to apply to the Pitkin County, Colorado District Court for an appropriate order, decree or other instrument confirming the invalidity of this Deed and the passage of title hereby conveyed to such owner (s) ; provided, however,the that in noy I event shall the Grantee ' s title revert pursuant to the provi- sions hereof unless and until the operty to satisfy the Employee Housing Restrictionse and v30odaysewritten S notice by the owner (s) of Lots 1 and 5 of the PUD or Commerce Savings Association is given to Grantee, which written notice i may be given in advance of a final determination that the II property hereby conveyed' fails .to satisfy the Employee Housing Restrictions as provided in this deed restriction or if Grantee fails to respond to notice from the City of Aspen within the preliminary time specified therein or as extended, or if no such time is specified, 30 days. Each occasion of claimed default shall require a separate notice. Commerce Savings Association, its successors or assigns, shall have the right, but not the • obligation, reasonably to cure (including during any period of time that the Grantee may be contesting any claim by the City of Aspen that it has failed to keep Housing Restrictions) any defaul nn the part r of the Grantee • Employee under or the failure of the Grantee to keep and covenants and obligations on ' its part to be kept and p perform the p in the Employee Housing Restrictions, and shall be reimbursedeby Grantee, its successors and assigns, for its reasonable, neces- sary and direct expenses which Grantee, its successors and assigns, may contest, and for which no pre-judgment security may exist in the property hereby conveyed. Notwithstanding the foregoing, . so long as the owner of Lots 1 and 5 of the PUD consents thereto and no impairment whatsoever to any development approvals now existing or subse- quently obtained for Lots 1 or 5 of the PUD would thereby result, the owner of the property hereby conveyed shall be entitled, at its sole cost and expense,' to 'seek and obtain ap- proval from the City of Aspen to substitute for the property hereby conveyed other employee housing property so long as any such substituted property is accepted as employee housing by the City of Aspen for all intents and purposes, insofar as Lots 1 and 5 of the PUD are concerned, in the place, stead and in lieu of the property hereby conveyed. In the event the PUD Agreement ceases to be of further force and effect, the provisions herein concerning the maintenance of the property hereby conveyed as employee housing and the divestiture of Grantee' s title thereto shall, as well, cease to be of further force and effect on the date that is thirty-six months from the date on which the PUD Agreement ceases to be of further force and effect unless daring QHTES HUGHES I'PI ,E!JI�.H TEL lb , 707. i20 11: 1 Apr 2-1 . . 10: :0 P .05 E� 410 411 . . • . BOON 574 PAGE 066 such thirty-six month period a new PUD Agreement (with respect to Lots 1 , 4 and 5 of the PUD) between the City of Aspen and the Iowner of Lots 1 and 5 of the , PUD is entered into which contem- plates the property hereby conveyed as being r i • • . .. .. :sousing. This Employee Housing Restriction shall run with the property hereby conveyed, shall be a burden thereupon, shall be binding upon Grantee, its grantees, successors and assigns, shall be a benefit to the City of Aspen, shall be a benefit to • and run with Lots 1 and 5 of the PUD and shall be enforceable by the owner (s) thereof, its successors, grantees and assigns , all I for the period contemplated by . the Employee Housing Restric- tions, but if such period is found to violate the Rule Against Perpetuities, for the period of the longest to live of the • members of the present Aspen City Council and his or her now • living descendants plus twenty-one years. Anything herein to the contrary notwithstanding, nothing herein shall prohibit, limit or invalidate conveyance or encumbrance upon the property hereby conveyed, including without ' limitation liens and encumbrances created after the conveyance by Commerce; provided, however, that any such conveyance or encumbrance shall be expressly subject to the Employee Housing • Restrictions and to this deed restriction. But any reversion shall be subject to such liens , claims and encumbrances, although subordinate to this restriction. . Signed this /0 ( da Y of ap(1, , 1987. • •COMMERCE SAVINGS ASSOCIATION . • • By G • 7<-0r----• • ACKNOWLEDGE' • :. . i 1101110111111140111110,3 STATE OF ) _+�70M_ _ . N I e ) ss. ■ 5 _ COUNTY OF ) ..�� The foregoing instrument was acknowledged before me by . -/dth.: C. /' ;. ,i as Ci"J" .via la . Of COMMERCE SAVINGS ASSOCIATION, this /rrA day of , 1987. • Witness my hand and official seal. \;0!;.,rive, commission expires . . .. . .. 4, , : -t ,;j,..; :e:,',~~.; Notary Public r'a424,'' Address: '''.. t, '...-"-4.-,,.;.,,0CXl••'• '*---. ;1' MARCARET.MARY ADAM(•.i Yoq,y WaK.SbN of r,.m. i ' • . . .\ • ...V./OG4V:lG:.7 a 1. Q 011TE 3 HU13HE': $ KNEZEV ICHt• TEL 1X0 . . • - ci4 i t^I Hp ' 24 , . T 10 . -1 F 0 11" 11) a ..- ... . BCnx 574 P4GE867 DEDICATIT OF REAL PROPERTY EMPLOYEE HOUSING PESTn_IICTIG;ry AM) GUIDELINES (COPPER HORSE LODGE ) ■ THIS DEDICATION, made and entered into this ... .4.--) by John U. Roberts, Jr . (hereinafter referred to as "Owner " ) , W I T N E S S E T Its WHEREAS, Owner is the record owner of the following- . desccribed improved real property 9 y situated in the City of Aspen, Pi tkin, County, Colorado, to wit: 44 , Easterly one-half (1/2 ) of Lot L and all City and Town s i to of As 8 W. Lot M, Block Aspen, Colorado (hereinafter referred to as the "Con Street, Horse Lodge" ) : and peer WHEREAS, pursuant to the provisions of that certain Planned Unit Development Agreement for Aspen Mountain Subdivision ` recorded in Book „11-0e. at page 62:25.0f the Pitkin Count real propert Y. Colorado y records, Owner is required at this time to dedicate • said Copper Horse Lodge to specific 9 p housing restrictions and guidelines; and WHEREAS, Owner desires by this instrument to effect such dedication upon and with respect to the Copper horse Lodge. • NOW, THEREFORE, for and in consideration of the execution and recording xecution g by the City of Aspen , Colorado of the above- referenced P. U. D. Agreement for Aspen tountain Subdivision, and S . . EXHIBIT A TO SPECIAL WARRANTY nPrn 1 JWA tCLnuurttic LUU j 4-L4-U!. IU.Uul NM. JUJ 7�u t t i I .1uft117o52b i M Oi 1E'S HUGHES a. KME2EV ICH TEL Ho . _��:, 'a20 110 Apr _4 ,:ti 1 14 •-? F' .0 r • • • . 574 PAGE 8G •'• •• : • BOOK for other good and valuable considerations , the 'receipt and suf- ficiency of which are Hereby acknowledged , Owner hereby covenants and agrees as follows : 1.. The entire Copper Horse Lodge, containing fourteen ( 14 ) units comprised of one 1-person room, six 4-person rooms, four 3- person rooms and three 2-person rooms, shall be and hereby Is restricted exclusively to use as rental only employee housing under and in accordance with such City c.0 Aspen employee housing use , occupancy, and rental guidelines and qualifications as may be in effect and applicable from time to time, subject to the specific restriction that rentals for Copper Horse Lodge units shall include all common utilities and shall no.t exceed twenty- five percent ( 251 ) of the employees' average monthly income or $200. 00 per month per person, whichever is less. Provided always , that rental prices shall be indexed to the annually• adopted employee housing guidelines appr'oved• by the City. • 2. . In addition, the fourteen. (14 ) units in the Copper Horse Lodge shall be and hereby are restricted to a maximum occu- pancy of forty-three ( 43 ) employees , with first priority to be given at all times to employees of the hotel ( s) or lodge(s) in operation from time to time on the lands encompassed by the above-referenced P. U. D. Agreement for Aspen Mountain Subdivision. • Verification of an employee' s income and employment -2- X.HUX 1LLtUUY1tK . o i ► �H o n •ar nw. .++ + +�� F •. 0aTES HUGHES $ KIIE:EVICH TEL Hu . 303 ru 11;4 Hpr 2.4 .:=; 10 :32 P .03 IMP en 574 RIGE8G9 qualifications shall be accomplished by the City of Aspen or its designee prior to and as a condition of each employee ' s occupancy. of a unit in the Copper Horse Lodge. 3. The dedication and covenants contained herein shall be deemed a burden upon and to run with the title to the Copper Horse Lodge, shall be binding upon the Owner and his successors and assigns and upon all other persons or entities having any right, title or interest in or to the Copper Horse Lodge or any part thereof, and shall inure to the benefit of and be specifi- cally enforceable by the City of Aspen or its designee by any appropriate legal action including injunction, abatement or evic- tion of non-complying tenancies, all for a period of fifty ( 50 ) years from the .date of recording hereof in the Pitkin County real property records. 4 . Neither this dedication nor any of the covenants contained herein shall be modified , released or waived in any respect except by written instrument executed by both the Owner or his successors or assigns and the City of Aspen , Colorado and duly recorded in the Pitkin County real property records. IN WITNESS WHEREOF, the Owner has hereunto set his hand and seal as of the day and year first above written. • • -3- XEROX TELECOPIER 295 : 4-24-67: 10:34 AM: 303 V1U 1111 i :lu3fi1�65Z6 ; +M UHItJ F1UI.31it') Y Krit..:t.V11_l-i ItL HO . 010 0 BOOK 574 PacE870 • • IN WITNESS WHEREOF, the Owner has hereunto set his hand And seal as of the day and year first above written. OWNER; John' H. Roberts, Jr . STATE' OF w10 c 14A ) • ) ss. COUNTY OF P,'�r�i� ) • Th foregoing Dedication was acknowledged before me this .. • day of ► 1985, by John H. Roberts , Jr . • Witness my hand and official seal . My commission expires : 03 lacilal • . 1 Notary •ub c • • • ; r teA) /1/ • ` M Nis( pta Ito,3 • • • • • • -4- . . •EXHIBIT "F" • 410 SPECIAL WARRANTY DEED BOOK 574 PAGE 871 THIS DEED, made this 10th day of March , 1988, between SAVANAH LIMITED PARTNERSHIP, whose address is 1300 N. 17th Street, $1100, Rosslyn, VA 22209 ("Grantor")., and Riscor Inc. , a Texas corporation, whose address is 200 Crescent Court, Suite 1385, Dallas, Texas 75201 ("Grantee") ; WITNESSETII, that the Grantor, for and in consideration of the sum of Ten Dollars and other good and valuable consideration paid to the s tid party of the first part, in hand paid by the Grantee, the receipt whereof is hereby confessed and acknow- ledged, has granted, bargained, sold, and conveyed and by these presents does grant, bargain, sell, convey, and confirm unto the said Grantee, its successors and assigns forever, all the follow- ing described lot or parcel of land, situated, lying, and being in the County of Pitkin and State of Colorado, to wit: That part of vacated Cleveland Street lying Wester:.y of and adjacent to Block 124, City and Townsite of Aspen, Colorado, described as: Beginning at a point which is the NW corner of Lot A, said Block 124, from whence Corner No. 2 of Aspen Townsite bears N. 81°31' E. 92.12 feet; thence N. 75°09'11" W. 75.32 feet; thence S. 14°50'49" E. along the West side of Lot A, 110 feet to the point of beginning Pitkin County, Colorado, known as 935 East Durant Avenue, Aspen, Colorado. Together with all and singular the hereditaments and appurte- nances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof; and all the estate, right, title, interest, claim,.•and demand whatsoever of the Grantor, either in law or equity, of, in, and to the Property, with the heredita- ments and appurtenants (all the "Property") ; TO HAVE AND TO HOLD the Property, with the appurtenances, unto Grantee, its succes- sors and assigns forever. And the said Savanah Limited Partnership, Grantor, for itself, its heirs, executors, and administrators, does covenant, grant, bargain, and agree to and with the said Grantee, its successors and assigns, the Property in the quiet and peaceable possession of Grantee, its successors and assigns, against all and every person or persons lawfully claiming or to claim the whole or any part thereof, by, through, or under the Grantor to WARRANT AND FOREVER DEFEND, except for general taxes for 1988 and thereafter and subject to the right of possession of any current- ly installed tsnant or committed to tenancy for a term (or terms) that does (or do) not extend beyond February 28, 1990, to the right of possession and occupancy of the Alpina Haus Lodge situate on the Property up to the time of issuance of the Certi- ficate of Occupancy below described, but in no event beyond sixty (60) months from the date hereof, reserved unto Grantor in and by that certain Lease Agreement entered into simultaneously with the delivery hereo", and to the followings • EMPLOYEE HOUSING RESTRICTION • At such time as a Certificate of Occupancy issues for Hotel Phase I, as defined in the PUD Agreement below-described, but not before, the Property (including in all events the im- provements thereon or any replacements thereof) shall, from then and thereafter, automatically and ipso facto be and remain employee• housing within the meaning of, as contemplated by and according to the terms of that certain Dedication of Real Proper- ty to Employee Housing Restrictions and Guidelines dated December 2, 1985, a copy of which is hereto annexed as Exhibit A E001t 901 PAGE87 • ("Employee Housing Restrictions") and the Planned Unit Develop- ment/Subdivision Agreement - Aspen Mountain Subdivision recorded • in Book 500 at Page 656, et seq. , of the Pitkin County, Colorado, real property records, including any amendments thereto, modifi- cations, extensions, or substitutions thereof which do not modify • any of Grantee's rights and obligations hereunder (collectively the "PUD Agreement") . In the event Grantee, its successors or assigns, (i) shall fail fully to abide with and by the Employee Housing Restrictions and the PUD Agreement, insofar as the Property is concerned, or (ii) shall fail to maintain the Proper- ty as employee housing within the meaning and according to the terms of and for the period of time expressly provided in the . .. Employee_ Housing-Restrictions and-PUD -Agreement (including herein the obligation to replace or restore any portion of the improve- ments on the Property lost or damaged by fire or other casualty, whether occurring before or after issuance of a Certificate of Occupancy for Hotel Phase I) , or (iii) shall do, cause to be done, or fail to do anything with•respect to the Property that results in a determination by the City of Aspen of substantial non-compliance with the Employee Housing Restrictions or the PUD Agreement as such determination shall have been made in accor- dance with the provisions of Paragraph M of the PUD Agreement, either Grantor, or, as the case may be, its successor(s) , grantee(s) or assign(s) to Lot 1 of the Aspen Mountain Subdivi- sion and Planned Unit Development (the "Lot 1 Owner") as shown on the plat thereof recorded in Plat Book 17 at Pages 99 et seq. of the Pitkin County, Colorado real property records, or on any successor plat thereto ("Lot 1 of the PUD") , shall have the right, but not the obligation, to cure (including during any period of time that the Grantee may be contesting any claim by the City of Aspen that it has failed to do the things described in any or all of (i)-(iii) , above, any such failure or remedy any circumstance that resulted in such determination, in which event Grantee, or the then owner of the Property shall be bound to and shall on demand reimburse the party incurring them for all its costs and expenses reasonably and necessarily incurred in connec- tion with any such cure or remedying, together with interest thereon at the per annum rate of 18% if reimbursement is not made within thirty days of demand therefor accompanied by evidence of expenses incurred. . Such obligation to reimburse shall be secured by a lien upon the Property, which lien shall be superior to all other liens and encumbrances hereafter recorded except only for the lien of general taxes, to the lien of any deed of trust securing an obligation of up to but not in excess of $260,000.00, unless any amount secured by such deed of trust in excess of $260,000.00 represents the cost of direct improvements, including upgrading of existing improvements, actually incorporated into the Property (the "Superior Encumbrance Rights") . The lien securing the obligation to reimburse may be foreclosed in the same manner as any mortgage on real property. In any proceedings commenced to enforce the obligation to reimburse, whether through lien foreclosure, an action on the debt, or otherwise, the party entitled to reimbursement (i.e. , Grantor, its successors or assigns or the owner of Lot 1 of. the .PUD) shall .be .entitled to its costs and reasonable attorneys' fees as •a part of any judg- ment made. In the event Grantee or the then owner of the Prop- erty successfu.ly and finally challenges any determination or claim made by the City of Aspen of substantial non-compliance upon which the claiming Lot 1 owner received reimbursement, all as above provided, the party that received the reimbursement • shall, upon demand, refund the same to the party that made the reimbursement, together with interest at the per annum rate of 18% if such refund is not made within thirty days of demand, and a successful pe.rty in litigation to enforce this provision shall be entitled to its costs and reasonable attorneys' fees as a part of any judgment made. So long as no impairment whatsoever to any development approvals now existing or subsequently obtained for Lot 1 of the • PUD would thereby result, the owner of the Property shall be entitled, at its sole cost and expense, to seek and obtain approval from the City of Aspen to modify the Employee Housing -2- • • 5 74• 73 • • Restrictions, this Employee Housing Restriction, or substitute for the Property other employee housing property so long as any such substituted property is accepted as employee housing by the City of Aspen, for purposes of any development approvals applic- able to Lot 1 of the PUD now existing or subsequently obtained, in the place, stead and in lieu of the Property. In the event the PUD Agreement ceases to be of further force and effect, this Employee (lousing Restriction and the application of the Employee Housing Restrictions shall, as well, cease to be of further force and effect on the date that is 36 months from the date on which the PUD Agreement ceases to be of further force and effect unless /,� during such 36-month period a new. PUD. Agreement (with respect to /VI Lot 1 of the PUD) betwe tie City. of Aspen and}lhe Lot 1 Owner is entered into which the Property A bei . employee housing; provided, however, that for the period only between the time the PUD Agreement ceases to be of further force and effect and the time an such new PUD agreement with respect to Lot 1 of the PUD is' entered nto, the Employee Housing Restrictions and t this Employee Housing Restriction shall be suspended and shall 1f not be applicable to the Property. f �M�• The pr w isions of the Employee Housing Restrictions p contained herein shall run with the Property, shall be a burden unJ b.t��4 .01 S thereupon, shall be binding upon Grantee, its grantees, succes- _ r,e._ sors and assigns, shall be a benefit to the City of Aspen, and shall be enforceable thereby, shall be a benefit to and run with Lot 1 of the PUD and shall be enforceable by the owner(s) there- of, its successors, grantees and assigns, for the period express- ly provided in the Employee Housing Restrictions, but if such • period is fount to violate the Rule Against Perpetuities, for the period of the longest to live of the members of the present Aspen City Council and his or her now living descendants plus twenty- one years. Anything herein to the contrary notwithstanding, nothing herein shall prohibit, limit, or invalidate conveyance or encum- brance upon the Property, including without limitation liens and encumbrances created after the conveyance by Savanah; provided, however, that any such conveyance or encumbrance except the Superior Encumbrance Rights shall be expressly subject to this deed restriction. While any encumbrance placed upon the Property by reason of or subsequent to this Deed shall be subject to the foregoing Employee Housing Restriction, nothing herein shall otherwise affect the validity and enforceability of any such encumbrance. IN WITNESS WHEREOF, the•said party of the first part has hereunto set his hand and seal the day and year first above • written. Signed, Sealed and Delivered) in the presence of: •) Savanah L ted Partnership By: 00 Inc. , General, Partner ,24& {SEAL] . ) tibia d q. hladid, President ) (SEAL] . STATE OF C.OI,U144 0 ) ) es. COUNTY OF 7, ni ) • Y�- The foregoing instrument was acknowledged before me this to day of /J4( .1 , 1988, by Mohamed A. Hadid, .President of 1001, Inc., General Partner of Savanah Limited Par.nership. Witness my hand and of al s 1. I( My commission expires: / IV !i 4" L ry :" ddress: 3,'J E. 4y, 1.97 SPe.0 / c ier24.0/1 n 0/1 .. 4 6/-. 67-11 it--(1-e-3- Si` S 5 • •• , • BONN 574 PAGE8 (4' DEDICATION OF REAL PROPERTY TO EMPLOYEE HOUSING RESTRICTIONS AND GUIDELI`1F7 (ALPINA HAUS DGE) THIS DEDICATION, made and entered into this e= "— day of • ��/�?'�_�-�•_� , 198,f; by John H. Roberts, Jr . (hereinafter • • referred to as "Owner") , • W I T N E S S E T H: WHEREAS, Owner is the record owner of the following- %. desccribed improved real property situated in the City of Aspen, Pitkin County, Colorado, to wit: • That part of vacated Cleveland Street lying Westerly of and adjacent to Block 124, City and Townsite of Aspen, Colorado described as: Beginning at a point which is the NW corner of Lot A, said Block 124, from whence Corner'. Townsite bears N. 81°31 ' E. 92. 12 feet; thence oN. 275 of Aspen _ °09 '11" • W. 75. 32 feet; thence S. 14°50 '49" W. 110 feet; thence S. 75°09 '11" E. 75. 32 feet; thence N. 14°50 '49" E. along the ', � West side of Lot A, 110 feet to the point of beginning, • known as 935 E. Durant Avenue, Aspen, Colorado (hereinafter referred to as the "Alpina Haus Lodge") ; and • WHEREAS, pursuant to the provisions of that certain Planned Unit Development Agreement for Aspen Mountain Subdivision recorded in Book J oo at page �J',6of the Pitkin County, Colorado real property records, Owner is required at this time to dedicate said Alpina Haus Lodge to specific employee housing restrictions • and guidelines; and WHEREAS, Owner desires by this instrument to effect such dedication upon and with respect to the Alpina Haus Lodge. EXHIBIT A Special Warranty Deed Savanah Limited, Grantor Riscor, Inc. Grantee • f •• • • BOOK 574 PaGES73 NOW, THEREFORE, for and in consideration of the execution 'recording by the City of Aspen, Ccloradu of Use duove- referenced P.O.D. Agreement for 'Aspen Mountain Subdivision, and for other good and valuable considerations, the receipt and suf- ficiency of which are hereby acknowledged , Owner hereby covenants and agrees as follows : 1. The entire Alpina Haus Lodge, containing forty-three (43 ) units comprised of 40 single rooms , 2 studio apartments and 1 dorm apartment, shall be and hereby is restricted exclusively to use as rental .only employee housing under ,and in accordance • with such City of Aspen employee housinguse,ioccupancy and • rental guidelines and qualifications as may be in effect and • applicable from time to time, subject to the specific restriction ' •r that rentals for Alpina Haus Lodge units shall include all common •utilities and shall not exceed twenty-five percent (25%) of the • employees' average monthly income or $250. 00 per month per per- son, whichever is less. Provided always , that rental prices shall be indexed to the annually adopted employee housing guidelines approved by the City. 2. In addition, the forty-three (43 ) units in the Alpina Haus Lodge shall be and hereby are restricted to a maximum occu- pancy of forty-six (46) employees, with first priority to be given at all times to employees of the hotel (s) or lodge(s) in • • -2- • • BOOK 574 PAGE 876 operation from time to time on the lands encompassed by the above-referenced P.U.D. Agreement for Aspen Mountain Subdivision. Verification of an employee' s income and employment qualifica- tions shall be accomplished by the City of Aspen or its designee prior to and as a condition of each employee' s occupancy of a unit in the Alpina Haus Lodge. 3. The dedication and covenants contained herein shall be deemed a burden upon and to run with the title to the Alpina Haus Lodge, shall be binding upon the Owner• and his successors and assigns and upon all other persons or entities having any right, • title or interest in or to the Alpina Haus Lodge or any part thereof, and shall inure to the benefit of and be specifically enforceable by the City of Aspen or its designee by any appropri- ate legal action including injunction, abatement or eviction of • non-complying tenancies, all for a period of fifty (50 ) years • • "? from the date of recording hereof in the Pitkin County real prop- . erty records. 4. Neither this dedication nor any of the covenants contained herein shall be modified , released or waived in any • respect except by written instrument executed by both the Owner • or his successors or assigns and the City of Aspen, Colorado and • duly recorded in the Pitkin County real property records. -3- • c , ..„•, . •� •• 0.. Valk • eOOK 574 PAGE877 _ IN WITNESS WHEREOF, the Owner has hereunto set his hand and seal as of the day and year first above written. OWNER: 1.111 John' H. Roberts, Jr . • STATE OF e Io r p,<41 ) • ) ss. , COUNTY OF Pt Tic h , ) Th6Nforegoing Dedication war :cknowled;c3 before me this 2_ day ofprn.\4..Y" , 1985, by John H. Roberts, Jr. La ' ' Witness my hand and official seal . My commission expires: CZ 69181 • . t • Q1 R ' • Notary bic • I / L& o e; 1l0 f -�i`it al s%p.d717,01.5 • • • -4- • . IBIT "G" BOOK 574 PAGE 878 b. By review the Housing Authority may vary from the adopted generation guidelines if an applicant clearly demonstrates to the Housing Authority that the genera- tion guidelines are not applicable to their proposal. The generation guidelines will be adhered to initially, however the applicant has the opportunity to submit to the Housing Authority after two years of full operation an audited accounting of employees. The audit shall be performed by a third party auditor mutually agreed upon by the Housing Authority and the applicant. If at that time the applicant does not generate the employ- ees as calculated by the Housing Authority's generation guide lines the applicant would be credited for the difference and allowed to use the credits on another project or may sell the credit to other applicants in accordance with the Employee Guidelines then in effect. c. For purposes of calculating employee generation a full time employee equivalent (FTE) is a person who is paid annually on a basis of 2080 hours per year (173 . 33 hrs./mon. x's 12 months) . d. Aspen Code only- Affordable housing may be provided on the same site or on an alternate site as the proposed development, provided that credit shall only be given for dwelling units located within the City of Aspen or the Aspen Metro Area, as this area is currently defined by the Aspen/Pitkin County Growth Management Policy Plan. Applicants proposing to provide employee housing on an alternative site shall be required to demonstrate its feasibility through demonstrating that they have an interest in the property or dwelling units, and by specifying the size and type of units to be provided and any physical upgrades to be accomplished. e. Should a proposed development cause the displacement of housing units which are currently deed restricted to employee housing guidelines, then the applicant shall only receive credit for housing for the net number of employees to be housed by the proposed development, reflecting the number to be housed in the new units minus those housed in the existing units, rather than for housing the gross number of employees housed in the new units. f. The deed restrictions created to obtain credit for deed restricted housing may be amended by agreement between the property owner and the City council upon the review.._of.. .the Housing Authority. 2 ■ III BO 574 PAGE879 1 IHOUSING CRITERIA Developers shall use these criteria for occupancy standards, square foot ranges, square foot prices for sale or rental units, requirements for dormitories, payment-in-lieu, employee lots and deed restricting existing units. . 1 A. OCCUPANCY STANDARDS Table I sets forth the standard for the number of bedrooms Ito accommodate a family of a given size. These standards shall be used when calculating employee unit requirements in the construction of sale or rental units. ITABLE I OCCUPANCY STANDARD IApril 1988 to April 1989 UNIT TYPE • . OCCUPANCY DORMITORY/LODGE • 1.00 emp. STUDIO ONE BEDROOM 1.25 emp.1.75 emp. TWO BEDROOM 2.25 emp. I THREE BEDROOM 3.00 emp. (or, larger) B. SQUARE FOOT RANGES ITable II sets forth the allowable net livable square foot ranges to be used in the calculation of rent and sale prices I of employee units. Square footage is net livable sq. ft. as defined in the Glossary. Developers may choose to construct larger units, however, rents and sale prices shall be calcu- lated according to the following: TABLE II NET LIVABLE SQUARE FOOT RANGE IApril 1988 to April 1989 LOW MODERATE MIDDLE Ij Dorm/lodge 150-300 - - Studio 300-500 400-500 600-700 1 Bedroom 500-600 600-700 700-800 I2 Bedroom 650-850 700-1, 000 900-1, 100 3 Bedroom 850-1,000 1,000-1, 100 1 1, 100-1, 300 *Single-family N A ' ' g Y / 1,200-1, 300 1, 300-1, 500 I * Square foot range does not include area for garage. I • 3 . . 1 , 4 BOOR Y114 PAGE 88O CONDITIONS: a. Upon demonstration by an applicant that he can and will provide employee housing to the extent to which the demand for low and moderately priced housing would be increased by the proposed development, the minimum square foot stipulation may be waived with approval after special review of the Housing Authority. b. Should an applicant propose a unit which is larger than provided for by the guideline, then its rental or sales price shall not be greater than that allowable had the housing unit complied with the applicable size limitations. C. SQUARE FOOT SALES PRICE - SALE UNITS Allowable sales price per square foot for the sale units is described in Table III. TABLE III SALE PRICE PER SQUARE FOOT AND LOT PRICE April 1988 to April 1989 TYPE PRICE/R E/ S. F. LOT LOW $67.00 N/A MODERATE . $93.00 $20, 000 MIDDLE $118.00 $25, 000 CONDITIONS: a. Middle income sale units will not be considered for GMP points. b. Square foot price is calculated on net square feet of living area, as defined in the glossary. c. Sale prices will be rounded to nearest $100. The average income in each category for each size unit will be used to determine affordability. d. All sale units will be offered through the Housing Authority to all qualified persons under procedures es- tablished by the Housing Authority of the City of Aspen and Pitkin County. e. In the event employee units associated with a lodge, commercial or residential development are employer owned, persons employed directly by the owners shall be given first priority. In the event there are no persons directly employed by the owner who qualify or are available, the unit shall then be offered to other qualified senior residents, employees, music students or academic personnel according to limitations con- tained in these guidelines. Commercial or lodge 4 • ?574 ' sE8. developments shall not be restricted to housing employees of their own business, but shall also be permitted to house qualified employees of the community at large. It is anticipated that proposed housing units will be required to be restricted to the low income price and occupancy guidelines. Provided, however, that at the time the applicant requests growth management exemption pursuant to the appropriate City or County Code, Housing Authority review of the current community need for housing, evaluation of the affor- dability of the units to employees and establishment of the appropriate price and occupancy category to which the units should be restricted. f. All units offered for sale must be fully constructed and ready for occupancy (i . e. appliances, floor covering, etc. ) . g. When existing units are purchased to meet the employee obligation, a level of upgrade must be approved by the Housing Authority equal to the standards established as follows: 1. A unit must be freshly painted; all appliances must be in good working order; new carpeting will be provided (unless carpet has been purchased in last three years and is in good condition) ; exterior shall be painted; and a general level of upgrade to yards, windows, heating, plumbing, and electrical shall meet UBC standards and shall be approved by the Housing Authority. 2 . Applicant shall provide documentation acceptable to the Housing Authority showing ownership or other agreement granting written permission from the record owner to submit the proposed project to be converted. h. All employee housing units constructed and operated as 100% employee housing without any associated free market or commercial development, may be exempt from the housing price guidelines, if approved by the City Council or the BOCC, and shall be controlled by separate agreement with the Housing Authority. i. All lots must be fully developed and ready for con- struction, i.e. , improved lots with water or well, sewer or septic, roads, telephone and electrical in place. I i 5 I 411 WOK 574 RAGE 882 D. SQUARE FOOT RENTS - RENTAL UNITS The allowable rental price per square foot is described in the following table: TABLE IV RENTAL PRICE PER SQUARE FOOT April 1988 to April 1989 TYPE PRICE LOW $ . 60 MODERATE $ .85. MIDDLE $1. 17 CONDITIONS: a. Square foot allowance is calculated on net square feet of livable area, as defined in the glossary. b. Rental rates shall not be increased for furnished units. c. Middle income rental units will not be considered for GMP points. d. Rental rates shall include utilities metered in common, condo dues, management costs and taxes. e. Occupants of deed restricted rental units must be qualified prior to occupancy by the Housing Authority. f. In the event employee units associated with a lodge, commercial or residential development are employer owned, persons employed directly by the owners shall be given first priority. In the event there are no persons directly employed by the owner who qualify or are available, the unit shall then be offered to other qualified senior residents, employees, music students or academic personnel according to limitations con- tained in these guidelines. Commercial or lodge developments shall not be restricted to housing employees of their own business, but shall also be permitted to house qualified employees of the community at large. It is anticipated that the proposed housing units will be required to be restricted to the low income price and occupancy guidelines. Provided, however, at the time the applicant requests growth management exemption pursuant to the appropriate City or County Code, Housing Authority review of the current community need for housing, evaluation of the affordability of the units to employees and establish- ment of the appropriate price and occupancy category to which the units should be restricted. g. All rental units must be fully constructed and ready for occupancy (i.e. appliances, floor covering etc. ) . ..,� 6 3 • ' E. REQUIREMENTS FOR DORMITORY/LODGE °OK 574 PacE883 By review of the Housing Authority an applicant may satisfy the employee housing requirements by the construction of dormitory/lodge units. The dormitory/lodge shall be con- sistent with the following standards and shall meet the ap- propriate Housing Authority standards and the appropriate City or County Land Use Code and the Uniform Building Code. • CONDITIONS: Dormitory/Lodge units shall be required to meet the • � following minimum standards: a. There shall be an average of 150/300 square feet per person of net living area including sleeping, bathroom, cooking, and lounge used in common. Non-living areas including interior or exterior hallways, parking, patios, decks, laundry rooms, storage and mechanical areas shall be provided but not counted in the net ' living area. Dormitory/lodge rents shall be calcu- lated on the net average square feet of living area as defined above. Rental rates shall include all utilit- ies metered in common, management costs and taxes. b. One bathroom shared by no more than four persons, containing at least one water closet, one lavatory, one bathtub with a shower, , and a total area of at least 60 square feet. c. A kitchen facility containing a sink, stove and refri- gerator and shared by no more than four persons and a total area of at least 60 square feet or access to a common kitchen. d. Use of 20 square feet per person of enclosed stor- age area located within or adjacent to the unit. e. All units shall comply with UBC standards. f. An existing dormitory/lodge employee unit may be approved if smaller than the 150/300 sq. ft. if it can be demonstrated by the developer that the unit warrants special consideration i.e. other amenities not usually associated with dormitory. g. A manager or assistant manager who is in the moderate income range may occupy the unit. However, rent will be calculated based on the low income guidelines. h. Lodge owners may be housed in dormitory lodge units if their income is in the moderate income range and if they work full-time for the lodge operation. i . I, 7 i 0 I F. PAYMENT IN LIEU BOOK 574 AA PAGEO�`# A applicant for, a development may satisfy the employee housing requirement of City of Aspen Code Section 24- 11. 10(i) or Pitkin County Land Use Code, Section 5-300, (as applicable) through a payment-in-lieu fee as stated 1 below: Acceptance of the payment-in-lieu option shall be at the bsole discretion of the City Council or County Commissioners ased on recommendation by the Housing Authority. The Housing Authority will evaluate an applicant's p a ment-in- 1 ieu proposal based on t he following criteria: n c 1. Whether the Housing Master 1 g plan is furthered by the 1 payment. 2. Whether the applicant's site is appropriate for employee housing. 3. Whether the applicant's site is well suited for the development of affordable housing, taking into account the availability of services, proximity to employment opportunities and whether the site contains environ mental constraints to development. 4 . Whether the method of payment proposed will result in employee housing being produced prior to or at the time the impacts of the development will be experienced by the community. 5. Whether the development itself requires the provision of affordable housing on site to meet its service needs. 6. Whether the size of the development is such that production of housing by the applicant is not feasible or the monies to be paid are so significant that it is not likely the City could produce affordable housing because of the magnitude of the project it would be I f required to develop. • • { 1 XHIBIT "H" B0L X 574 PAGE 85 ESCROW INSTRUCTIONS THESE ESCROW INSTRUCTIONS are made and entered into as of the day of , 19 , by and between SAVANAH LIMITED. ..PARTNERSHIP, a District of Columbia limited partnership ("Savanah") , and THE CITY OF ASPEN, a Colorado municipal corporation ( "City") , and are given to the FINANCE DEPARTMENT OF THE CITY OF ASPEN, Pitkin County, Colorado ("Escrow Agent") with reference to the following: RECITAL Savanah and the City have entered into that certain First Amended and Restated Planned Unit Development/Subdivision Agreement - Aspen Mountain Subdivision dated 1988, and recorded in Book at Pages of the Pitkin County, Colorado real property records ("Amended PUD Agree- ment") , Section H, paragraph 10 of which obligates Savanah to fund an escrow account in the amount of $250, 000.00 for use by the City in defraying the cost of engineering studies, infra- structure improvements, acquisition of rights-of-way or other matters determined by the City in the exercise of its good faith discretion to better promote and implement a comprehen- sive unified drainage plan and system for Aspen Mountain. NOW, THEREFORE, in order to implement the provisions of paragraph 10 of Section II of the Amended PUD Agreement and in full and complete satisfaction and discharge of the obliga- tion of Savanah thereunder, Savanah herewith deposits with Escrow Agent the sum of $250, 000. 00 (the "Escrow Fund") . With respect to the Escrow Fund, the parties hereby instruct Escrow Agent as follows: 1 . The Escrow Agent shall, as soon as in the circumstances is practical, deposit the Escrow Fund in a separate interest-bearing (money fund) account with Central Bank of Aspen, which account, such Bank has confirmed, shall be insured to the extent of FDIC limits and shall be backed by a pledge of that Bank' s assets pursuant to the Colorado Public Deposits Law. 2. Savanah shall, upon its written request, be entitled to be paid quarterly all interest that accrues on the Escrow Fund. 3 . The City, at any time up to , 19 , and from time to time, shall have the right to draw upon the" Escrow Fund in order to defray the costs of engineering (mirk In R;IIFS&KNF7EVK]1 PC 1hlyd Floor,Aspen PlizaBuilding studies, infrastructure improvements, acquisition of rights-of- 533 Fut lInpklm Aspen,Colorado 81611 . POOH 574 ?AGE03o way or other matters determined by the City in the exercise of its good faith discretion to better promote and implement a comprehensive unified drainage plan and system for Aspen Mountain. The Escrow Agent shall, however, honor no draw request of the City in this respect unless: (1) such draw request is in writing specify- ing the nature of the expenditure to be paid by the City from the Escrow Fund; (ii) Escrow Agent has determined and City has produced for Escrow Agent sufficient proof that Savanah has been given ten (10) days' prior written notice of the intention by the City to draw upon the Escrow Fund for the reasons expressed in the draw request of the City; and (iii) such ten-day period has fully lapsed and Escrow Agent has received no objection from Savanah to the honoring of the draw request for the City by Escrow Agent. In the event Escrow Agent receives from Savanah a written objection to the draw request of the City within the ten-day period next succeeding its receipt of notice of the intention of the City to draw upon the Escrow Fund, the Escrow Agent shall not honor the draw request of the City but, instead, shall refer the matter to the Aspen City Council for hearing to determine whether or not the expenditure proposed in the draw request of the City is or is not reasonably related y to the promotion and p implementation of a comprehensive unified drain- age plan and system for Aspen Mountain. If the City Council sustains the objection of Savanah, in whole or in part, the Escrow Agent shall not honor the draw request of the City Engineer, or so much thereof as was objected to. If the City Council overrules, in whole or in part, the objection of Savanah, Escrow Agent shall honor the draw request of the City or, as the case may be, so much thereof as is not within the scope of an objection sustained. 4 . In the event there remains any sums within the Escrow Fund on , 19 , the amount so remaining in the Escrow Fund shall thereupon be forthwith paid by Escrow Agent to Savanah and the escrow hereby created shall, from then and thereafter, cease to exist and Escrow Agent shall be relieved from all further obligations of performance hereunder. 5. All notices under the terms of this Escrow Agreement shall be in writing, hand .delivered to Escrow Agent at 130 S. Galena Street, Aspen, Colorado; to Savanah c/o Hadid Aspen Holdings, Inc. , 600 E. Cooper Avenue, Aspen, Colorado, -2- • BOOK 574 P4GE887 with a copy to Robert W. Hughes, Esq. , Oates, Hughes & Knezevich, P.C. , 533 E. Hopkins Avenue, Aspen, Colorado; and to the Aspen City Manager, 130 S. Galena Street, Aspen, Colorado 81611, with a copy to the Aspen City Attorney, 130 S. Galena Street, Aspen, Colorado 81611 . 6 . No amendment of this Escrow Agreement is binding on Escrow Agent unless such amendment is in writing signed by all parties hereto and deposited with the Escrow Agent. Should any dispute arise among the parties hereto or with any third parties or should Escrow Agent receive conflicting demands with reference to the Escrow Fund, the Escrow Agent may, at its option, but without limiting other rights, stop all proceedings in the performance of the Escrow Agreement and withhold deliv- ery of the Escrow Fund until such dispute or conflicting demands have been resolved and written proof thereof has been delivered to Escrow Agent, or Escrow Agent may file an inter- pleader suit in District Court, Pitkin County, Colorado. On the filing of an interpleader suit, the Escrow Agent shall be fully released and discharged from any obligations or liability in connection with the Escrow Fund. 7. The parties agree to indemnify, pay and hold harmless Escrow Agent from all charges, damages, judgments, costs, expenses and reasonable legal fees expended or incurred by Escrow Agent in the performance of its duties hereunder. 8. The parties acknowledge that the Escrow Agent is a mere stakeholder and should not be required to perform any services or duties except the safekeeping of money or other documents received by it and the disposition of the same in accordance with the written instructions of this Escrow Agree- ment. 9. The Escrow Agent shall not be liable for the lack of authority of any person to execute this Escrow Agree- ment, any notice required by this Escrow Agreement or any amendment to this Escrow Agreement. The Escrow Agent shall not be liable for the failure of the parties to comply with these instructions or any documents filed or referred to herein. The Escrow Agent shall not be liable for any inadvertent failure of the Escrow Agent to comply with these instructions or any agreement or document filed or referred to herein, fraud perpetrated on any person in connection with the Escrow Agree- ment, forgeries or impersonations occurring in connection with the Escrow Agreement. The Escrow Agent shall not be responsi- ble for the sufficiency, correctness or validity of any instru- ments deposited with the Escrow Agent. The Escrow Agent shall be liable only for its willful acts or any misconduct with respect to the Escrow Agreement. -3- fio 574 PAGE 888 IN WITNESS WHEREOF, this Escrow Agreement has been made and entered into and these Instructions have been given as of the day of , 19_ SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership By: 1001, INC. , a District of Columbia corporation, general partner By ATTEST: THE CITY OF ASPEN By City Clerk Mayor THESE ESCROW INSTRUCTIONS ARE ACCEPTED AND RECEIPT OF THE ESCROW FUND IS HEREBY ACKNOWLEDGED THIS DAY OF 19 . THE CITY OF ASPEN FINANCE DEPARTMENT Director rwh29 . 12 -4- ` • ASPEN‘PITKIN ACHIBIT "I" • EN . ONMENTAL HEALTH DEPMENT MMMK 574 PAGE889 ,i,; 1 FEB 1 9 ' MEMORANDUM rrp To: Alan Richman, Director Planning Office From: Thomas S. Dunlop, Director 0/h,L Environmental Health Department Date: February 18, 1988 Re: The Ritz-Carlton Aspen GMP and PUD Amendments Parcel ID# 2737-182-00-001-004 2737-182-91-001-004 The Aspen/Pitkin Environmental Health Department has reviewed the above-mentioned land use submittal for the following concerns. The authority for this review is granted to this office, which is a recognized land use referral agency, by the Aspen/Pitkin Planning Office. SEWAGE TREATMENT AND COLLECTION: The applicant has agreed to serve the project with public sewer as provided by the Aspen Consolidated Sanitation Districts. This ,$}.x is in conformance with Section 1-2 .3 of the Pitkin County Regulations On Individual Sewage Disposal Systems policy section to "require the use of public sewer systems wherever and whenever feasible, and to limit the installation of individual sewage disposal systems only to areas that are not feasible for public sewers" ADEQUATE PROVISIONS FOR WATER NEEDS: The applicant has agreed to serve the project with water provided by the Aspen Water Department distribution, system. This conforms with Section 23-55 of the Aspen Municipal Code requiring such projects "which use water shall be connected to the munici- pal water utility system" . AIR QUALITY: Woodburning Devices: The applicant has specified one fireplace in the lobby/lounge area of the hotel. No other woodburning devices are shown on the plan. City of Aspen Ordinance 86-5 dealing with woodburning will allow the project one woodburning fireplace and one certified woodburning stove in the hotel building. With the identified number of devices noted the project is in compliance with the ordinance. 130 South Galena Street Aspen, Colorado 81611 303/925-2020 ASPEN+PITKIN EN ONMENTAL HEALTH DEP MENT BOIW 574 PaGE89O Ritz-Carlton, GMP/PUD February`, 18, 1988 Page 2 There is a strong possibility, due to changing air pollution control laws, that within 3-4 years gas log installations may be required in fireplaces that previously burned wood. It may be to the advantage of the applicant to install a natural gas line to the area of the fireplace for ease in a possible future con- version. Restaurant Grills: There are four different dining formats described in the submittal . A cafe, grill , specialty restaurant and a small private dining room are defined. City of Aspen Ordinance 83-12 will apply to the type and controls necessary on the use of charbroiler type cooking surfaces that may be installed in the facilities. Indoor Smoking Control: City of Aspen Ordinance 85-35 known as the Clean Indoor Air Act will apply in designation of smoking and nonsmoking areas of the hotel. Construction: b¢� The applicant shall apply to the Colorado Health Department, Air Pollution Control Division for an emission permit and fugitive dust control plan to address air impacts associated with construction activities. The fugitive dust control plan can be filed with this office for local review and approval. Should the Colorado Health Department review the emission permit application and determine no permit is necessary, the filing fee will be refunded. The requirements for this request can be found in Regulations 1 and 3 of the Colorado Air Quality Control Regula- tions and Ambient Air Quality Standards. Application forms can be picked up at this office for filing with the State and County. An example of basic inclusions in the fugitive dust control plan will be; removal of all dirt and mud carryout that is deposited on City streets in a manner approved by this office and control of windblown dust that will be transported off the property boundary by use of water or dust suppression chemicals. General: • Care shall be taken to design an adequate air handling system that will remove air contaminants generated by vehicle engines in the underground parking structure. NOISE: 130 South Galena Street Aspen, Colorado 81611 303/925-2020 ASPENoPITKIN ENINONMENTAL HEALTH DEPLI'MENT BOOR 5/4 FPGE891 Ritz-Carlton, GMP/PUD February 18, 1988 Page 3 There will obviously be noise impacts in the immediate neighbor- hood of the hotel . In fact, due to the magnitude of the construction activity proposed , severe noise impacts can be anticipated. The applicant shall be aware of Chapter 16 of the Aspen Municipal Code titled Noise Abatement . Maximum noise levels are described that will regulate the sound levels generated at the project. Most complaints are anticipated during construction, but there may be longer term impacts felt should care not be given to noise generated from lounge/bar areas, amplified music areas and delivery docks. Should complaints be received by this office, response will be made using the referenced document for enforcement investigation. CONFORMANCE WITH OTHER LAWS: Food Service: As mentioned above, there are various dining areas proposed for the hotel. The applicant shall be aware of Title 12 Article 44 Part 2 C . R. S . 1973 - Food Service Establishment Rules and Regulations Governing The Sanitation Of Food Service Establish I jnents In The State Of Colorado, July 1 , 1978. Plans and specifications for the food service areas are required to be reviewed and approved by this office prior to construction. Compliance with this regulation will be required before issuance of a Colorado Food Service License to the facility. Swimming Pools: The plan indicates one swimming pool and one spa/hot tub will be installed in the hotel. The applicant shall be aware of the Colorado Swimming Pool Regulations and Standards, September 19, 1973. Compliance with that regulation will be required. Plans and specifications are required to be reviewed by this office prior to construction and public use. Contaminated Soils: The applicant is advised to contact this office for comment should mine waste, waste rock or mine dumps be encountered during the excavation phase of the project. Disposal of such materials off-site is discouraged due to the possibility of excessive heavy metals being present in the soil. This is not a requirement, but simply a request based on past 130 South Galena Street Aspen, Colorado 81611 303/925-2020 ASPEN*PITKIN ENONMENTAL HEALTH OEP MENT BOOK 574 P CE892 Ritz-Carlton, GMP/PUD February 18 , 1988 Page 4 experience in dealing with mine waste and possible negative impacts to humans. Contact this department for copies of any of the laws and rules and regulations mentioned in this review. '130 South Galena Street Aspen, Colorado 81611 303/925-2020 • • • B0 574 PAGE89` � • SCHEDULE 1 CONTINENTAL INN RENOVATION PROGRAM (a) The old existing structures located west of the Continental Inn will be removed in the Spring of 19 05. This area will become a surface parking lot for Hotel Phase I. The land north of the Inn ( between Dean and Durant Streets) will serve as a staging area, parking, offices and housing ( in existing struc- tures such as the Hillside Lodge) during the construction of Hotel Phase I. This site will be cleared of all structures and landscaped upon the opening of Hotel Phase I and will remain as open space until the new east wing of the hotel (Hotel Phase II ) is constructed . ( b) The public spaces of the Inn will be cleaned , brightened up and repainted . The character of these internal public spaces will be improved through selective use of lighting , colors, carpets, furnishings, plants and other accents. Opera- tional plans will be developed to maximize the efficiency and • productivity of such spaces as the meeting rooms, shops , the lobby lounge area and front desk. Some hotel functions will be relocated to certain guest rooms in the basement which are considered to be unrentable. ( c) Exterior improvements will include cosmetic changes to the exterior , painting and landscaping . The roof will be repaired and equipment and mechanical repairs will be made. (d) Guest rooms will be cleaned , broken or torn items replaced and selective painting and grouting will be done. All damaged or broken furnishings will be repaired or replaced . A number of substandard guest rooms will be converted to office • space, vending areas and storage areas. • ( e) New or improved life safety features will include: peepholes and security signage, smoke detectors, security and fire safety signage, improved lighting , exit signs, employee training programs in fire safety, C. P. R. and first aid , improved water service and fire hydrants, security patrols and pre- ventative maintenance programs for all systems. ( f) Depending on the results of feasibility studies for the timing of construction of Hotel Phase II , a minimum Continental Inn budget of $250, 000 will be spent initially. If the Owner decides to leave the Continental .Inn in place for 5 years or longer , Owner commits to spend at least $1 , 200, 000 on Continental Inn upgrading during the next 5 years. • B0OH 5~14 PAG�894 SCHEDULE 2 FIRE PREVENTION MEASURES I . HOTEL COMPONENT (Phases I and II ) : A. Automatic Sprinkler System (UBC Standard 38-1 ) . B. Class I Standpipes ( designed in accordance with UBC Standard 38-3 ) . C. Smoke Detection 1. In elevator lobbies ( designed in accordance with UBC Chapter 51 ) . 2. In all mechanical rooms. 3. Single station detectors shall be installed in all guest rooms to provide local alarm. 4. Return air risers ( as per UBC Section 1807 (d) (3 ) . D. Elevators Will Conform to UBC Chapter 51 , and will be Separated from Exit Access Corridors as Per UBC: Section 1807(h) . E. Communications 1. A voice alarm system shall be installed throughout the facility. 2. A public address system shall be installed in public spaces. 3. A two way fire department communications sys- tems shall be installed in the central con- trol station and elevators , elevator lobbies and enclosed exit stairways . F. Standby Power Shall Be Provided For : 1. Exit Signs 2. Elevator Car Lighting 3. Voice Alarm and Communication Systems 1 ' • • • • BOON 574 PAGE8Y5 4. Fire Suppression and Detection Equipment 5. Central Control System G. A Central Control Station Shall Be Provided and Contain the Following : 1. Voice Alarm and Public Address System Panels. 2. Fire Department Communications Panel . 3. Fire Detection and Alarm System Annunciator Panels. 4. Status Indicators and Controls for Elevators. 5. Controls for Unlocking Stairway Doors. 6. Sprinkler Valve and Waterflow Detector Dis- play Panels. 7. Standby Power Controls. 8. Telephone for Fire Department. II. 700 SOUTH GALENA COMPONENT: A. An Automatic Sprinkler System shall be Installed in the Garage as per Code Requirements. B. A Fire Alarm System as Required by Code. C. Code Conforming Exits and Doors. • • • • f • -2- • • • BOOK 574 PAGE096 • SCHEDULE 3 WATER AND ENERGY CONSERVATION MEASURES I . HOTEL COMPONENT (Phases I and II ) : A. Water Conservation 1. Water saving shower heads, faucets and toilets will be specified B. , Energy Conservation 1. Structure oriented to maximize passive solar gain. . 2. Roof overhangs designed to permit winter sun in and keep summer sun out . 3. Solar glazing will be used on areas where shading devices cannot be used . North facing glazing will be minimized . 4. A large portion of the support facilities are located underground . 5. Multiple levels and double loaded corridors reduce energy consumption. 6. The hotel will have a computer controlled energy management system which will control heat, ventilation and air conditioning sys- tems (HVAC) . 7. Waste heat from main boilers will be used to • • heat domestic water . 8. Insulation will exceed local requirements - • Roof - R-38 Exterior Walls - R-19 Between Floors - R-11 Floor Over Garage - R-19 Slabs On-Grade - R-11 Below Grade Walls - R-20 • • BOOR 574 P4GE897 • II . 700 SOUTH GALENA COMPONENT: A. ; Water Conservation • 1. No specific conservation measures repre- sented . B. . Energy Conservation 1. Structures oriented to take advantage of solar gain. 2. South facing glazing and skylights will pro- duce passive solar gain and reduce lighting requirements. 3. Heating units will be state-of-the-art minimum energy imput systems. 4. Mechanical systems will be designed and insulated for increased efficiencies. • 5. The thermal mass within the buildings will be insulated on the exterior to provide an internal thermal sink preventing excess tem- perature swing inside the structures. • • • • • • • • • • • • • t • -2- • SCHEDULE 4 BOOK 574 `P E: 7 AUTOMOBILE DISINCENTIVES • 1. Four courtesy vans will be available within the PUD for owners and guests . 2. Valet parking will be. employed by the hotel during peak occupancy periods (Christmas, President' s Day, Memorial Day, Labor Day and July 4th) . 3. Hotel brochures will provide information on bus service and courtesy vans. 4. Hotel employee housing will be on a transit route and most will be located within walking distance of the hotel . 5. Transit passes will be purchased by the hotel for any employee needing one to commute to work. 5. • A hotel shuttle will be provided for seasonal employees residing down valley. • • • 1'f • • • 1. -.DI— I V Sr ,--, r rN.rrNr 1-11.u41.—J1 1tIt1~ uL11LU11Wh eat.1-'N1-1 I IVIL-f' • SCHEDULE 5 BOOK 574 pAGE899 • MHO TO: Jim Wilson • FROH: John Ostwald . RE: Life Safety Inspection at the Copper Horse DATE: )larch 20, 1985. ' 1 . Combustible decorative wood is too close to the fire box of the fire- place. Sec. 3707 (h) 1979 U.B.C. be placed within I Inch of fireplace, smoke chamber or chimney walls. Combustible material shall not be placed gyithln 6 Inches of the fireplace opening. No such cohlbustible materlal'withln 12 Inches of the fireplace opening shall prbjkt.more than X Inch for each 1-Inch clearance horn such opening. 2. Rooms not having a minimum area of 70 square feet, not to be used as habitable rooms. Sec. 1207 (b) 1979 U.B.C. (b) Floor Area. Every dwelling unit shall have at least one room which shall have not less than 150 square feet of floor arca. Other habitable • rooms except kitchens shall have an area of not less than 70 square feet. Efficiency dwelling units shall comply with the requirements of Section 1208. • 3. Bedroom above-the first floor to have two qualifying exits. Sec. 3302 1979 U.B.C. • Exits Required • Sec. 3202. (a) Number of Exits. Every building or usable portion thereof shill have at least one exit and shall have not less than two exits where required by Table No.33-A. - • In.s11 occupancies, floori above the first story having an occupant load of more than 10 shall have not less than two nits, 4. . Boiler vent too close to roof. Section 906 (d) and Figure 1 1979 U.B.C. (d) Type B or BW. A Type 11 or BW gas vent shall terminate not less than I foot above the roof through which It passes nor less than 4 feet from . any portion of the building'which extends at an angle of more than 43 • degrees upward from the horizontal nor less than shown in Figure No. I. r _ Ufrlolt>r .— _ p i ► —— MsI aeN1Mrc :row --' • •. 1=_-r . �= 11.1 ,'i, 1.1r s.0 s, Mail UM II ; Boo► seat — FIGURE NO.1 offices: mail ©ddrene: 110 East Hallam Street Amen, C'olorncio 01G11 "tn^t/n�r:_r..� 50G Ennt Morn 9trescsir BON 5.74. PAGE 000 • • 5. Fire alarm system as required by Chapter 9 Sec. 13.307 (f) of the Aspen Municipal Code. • (1) An inside, audible alarm Is to be Installed wherever an alarm Is required by Section 13.307 of the Uniform Fire Code or Section 3802 of the Uniforin Building Code, except In single family, - duplex, triplex, or fourplex residential dwellings. In the case of public assembly areas with an occupant load of one hundred (100). or more persons •or where, In the opinion of the building 'official or the fire marshal, the installation of an inside alarm may result in creating panic, the alarm signal shall be installed in an attended area (e.g. projection booth, manager's office) from 6. The windows in the west side of the addition were illegal when installed by Table SA of the' 1973 U.B.C. If the addition is closer than five feet to the property line,. then they would be illegal by Table SA of the 1979 U.B.C. We need a current survey to determine. • TAIL( HO. 5'A—tsnlinulf • 'let lent I • a herr If ikon 30rrl ` Irnnlllnl ris 1hw. Irrl • I1 • 1 A....r rt..Mir i'n'rrlr•J Mee eke.911 Irre >.•..I.J 1S.•.r..r.. n....arr4'. (r•.) ,rr..•...blbn/ M.....• 11.... I/ oh...1 1..1' M• s..„1„ 1...11................. • a 1 A..nr 1 ':"weal tilt It... 111 1.,•1_ 0 I lawn 1.,,11.'13 In1 • •i,••••g1"11•••I "..11 • • • Sec alto 1—Itotcll and apa'tmenu house, I hour lea then S fed Not permhted Ica • Section . Convents and monaa;a(each aeeommoduing mort than 10 person') Ilan!feet 1202 !—Dwellings and lodging house* 1 hour lets than feel Not pumified Ian than 3 feet JO:lo • /tA iI-'LiV I-'1 11.1IV I._1L1-'I-'ail I IVILIV • • , • BON 574 PAGE b1 ttEHO TO: Jim Wilson FROM: Tom Voorhies • RE: Life Safety Inspection at the Copper Horse DATE: March 20, 1985 1 . . This inspection is intended to identify electrical hazards. It is not intended to determine if the installation complies with current or past codes. 2. Conductors for pendant (chain) front porch fixture need protection • where they enter ceiling canopy to prevent abrasion. 3. Numerous extension cords are used for lights and lamps in the lounge and rooms of the old portion of building. Receptacle outlets need to be installed such that extension cords are not needed. 4. The old portion of, building has an ungrounded electrical system. Receptacle outlets with ungrounded grounds have been installed at existing outlet locations. These must be grounded or replaced with ungrounded types. ' 5. There are ungrounded ,receptacle outlets in the kitchen. These must be grounded. 6. Exposed NM (Romex) cables in area above dropped ceiling in kitchen must be supported per H.E.C. code. 7. The electrical panel, located at rear of building, has a 240 v, 06 aluminum circuit protected by a 70 amp circuit breaker. This circuit breaker must be decreased to 50 amps. 8. Ground fault circuit--interrupter type receptacles shall be installed . in the bathrooms Is required by Sec. 210-3 (a)1 of the 1984 N.E.C. • • TEV:lo offices: mail address : 110 East Hallam Street . 506 East Mein Street Aspen, Colorado 01611 303/925-5973 Anpon, Colorado 01611 • SCHEDULE 6 MEMO T0: Jim Wilson P004( 5`74 PAtiE9O2 FROM: John Ostuald RE: Life Safety Inspection at the Alpina liaus 935 E. Durant DATE: March 21 , 1985 • I . The exits from the second floor balcony are not placed per Section 2303(c) of the 1979 U.B.C. (c) Arrangement of Exits. If only two exits are required they shall be placed a distance apart equal to not less than one-half of the length of the maximum overalt diagonal dimension of the building or area to be served _ measured in a straight line between exits. 2. The spiral staircase serving rooms 32-42 and the lounge area frpm the parking area on the east was not constructed as approved. and is not legal for a multi-family occupancy R-1 per Section 3305(f) of the 1979 U.D.C. • (f) S (r s I Stairways. In Croup R,Division un J Occupancies and in private stairways within individual units of Croup R, Division I Occupancies, ;riral stairways may be installed.Such stairways may be used for requited exits when the area served Is limited to 400 square feet. • 3. The spiral staircase serving the lounge from the kitchen/dining area is not legal per Section 3305(f) fo the 1979•U.B.C. (1) Spiral Stairways. In Group R,Division 3 Occupancies and in private stairways within individual units of Group R, Division I Occupancies, spiral stairways may be Installed.Such stairways may be used for requited nits when the area served Is limited to 400 square feet. 4. Basement apartment has illegal sliding exit door per Section 3304(e) of the 1979 U.B.C. (c) Width and Height. Every required exit doorway shall be of a size as to permit the installation of a door not lest than 3 feet in width and not less than 6 feet g inches In height. When Installed In exit doorways, exit doors shall be capable of opening at least 90 degrees and shall be so mounted that the clear width of the exitway Is not less than 32 Inches. In computing the exit width required by Section 3302 (b), the net dimension of the exitway shall be used. 5. The laundry area and the basement apartment have only one exit each. • They are required to have two by Section 3302(a) of the 1979 U.B.C. For purposes of this section,buemenu and occupied roofs shall be pro- vided with exits as required for stories.Floors Above the second story and basements shall have not less than two exits except when such floors or basements arc used exclusively for the service of the building. • • BQn 574 PAGE 903 6 The fireplaces in the lounge and dining area do not have large enough hearth extentions per Section 3707(k) to the 1979 U.B.C. • (I) Ilearth Extensions. Hearths shall extend at least 16 Inches from the front of, and at least g Inches beyond each side of, the fireplace opening. Where the fireplace opening Is 6 square feet or larger,the hearth extension shall extend at least 20 Inches In front of, and ai least 12 inches beyond each side of,the fireplace opening. 7. The hood over the fry grill in the kitchen is a residential type. It is required to be a commericial type I by Section 2003(a) of the 1979 U.N.C. and would also be required on a domestic grill by the 1982 U.H.C. • • • Sec. 200). (a) Where Required. floods shall be Installed at or above all commercial type deep fat fryers,broilers.fry grills,steam-jacketed kettles, hot-top ranges, ovens, barbecues, rotisseries, dishwashing machines and similar equipment which produce comparable amounts of steam, smoke, grease or heat in• food-processing establishment. For the purpose of this section.a food-processing establishment shall include any building or pot- don thereof used for the processing of food but shall not include a dwel. ling unit. • 8. The receptacles and circuits in the community kitchen and the kitchens in apartment 42, 43 and the basement need. to comply with Section 220-3(b) (1) and 210-52(b) of the 1984 . N.E.C. (b) Small Appliance Branch CIrculte -- Dwelling Unll. (t) In addition to the number of branch circuits determined in accordance with (a) above,two or more 20-ampere small appliance branch' circuits shall be provided for all receptacle outlets specified by Section 2111.52 for the small appliance loads, including refrigeration equipment. in the kitchen, pantry, breakfast room, and.dining room of a dwelling unit. Such circuits, whether two or more are used,shall have no other outlets. (b) 'Counter Tope. In kitchen and dining areas of dwelling units a receptacle outlet shall be installed at each counter space wider than 12 inches()05 nun).Counter top spaces separated by range tops,refrigerators, • or sinks shall be considered at separate counter top spaces. Receptacles rendered inaccessible by appliances fastened in place or appliances • occupying dedicated space shall not be considered as these required outlets. • • • • 9. All other receptacles in apartments 42, 43, and the basement need to comply with Section 210-52(a) ,of the 1984 N.E.C. for maximum spacing. • • .210.52. Dwelling Unit Receptacle Outlet.. • (e) General Provisions, In every kitchen, family room, dining room, living room, parlor, library, den, tun room, bedroom, recreation room, or similar rooms of dwelling units, receptacle outlets shall be installed so that no point along the floor line in any wall space is more than 6 feet Oil m), measured horizontally, from an outlet in that space, including any wall space 2 feet (610 mm) or more in width and the wall space occupied by sliding panels in exterior walls. The wall space afforded by fixed room dividers, such as freestanding brave counters, shall be included in the 6-loot (1.8)-m) measurement. — As used in this section a "wall space"shall be considered a wall unbroken along the floor line by doorways,fireplaces,and similar openings. Each wall spec 2 or more feel (610 mm or more) wide shall be treated individually and separately from other wall spaces within the loom. A wall space shall be permitted to include two or more walls of a room(around corners)where unbroken at the floor line. i . -2- • • • moll 154 PACE904 (FPM): The purpose ofahis requirement Is to minimiu 114 use of cords across doorways.6replaccs,end similar openings. Receptacle outlets shall,Insofar.as practicable,be spaced equal distances apart. Receptacle outlets In floors shall not be counted as part of the required number of receptacle outlets unless located close to the will. The receptacle outlets required by this section shall be in addition to any . • receptacle that is part of any lighting fixture or appliance, located within • cabinets or cupboards,or located over 51 feet (1.68 m) above the floor. - • 10. Working space at the electrical equipment in the basement shall be as required by Section 110-16(a) and Table 110-16(a) of the 1984 N.E.C. ARTICLE•.110—REOUIREMENTS FOR ELECTRICAL k4STALLATI011S 70.21 . In additiomto the dimensions shown in Table..1J0.16(a), the work spaces shall not be less than 30 inches (762 mm) wide in front of the electric equipment. Table 110-16(a). Working Clearances Votlaa•to Ground,Nenlno►r Mlnlmum Ci.er Distance(lull Cendtllont 1 > 3 a1s0 ) 3 151.600 ) 3% 1 11 . Each occupant must have access to the electrical disconnects 'as required by Section 230-72(c) of the 1984 N.E.C. They may not be locked in the storage closet in the basement as they now are. (c) Access to Occupants. In a multiple-occupancy building, each • occupant shall have access to his service disconnecting means. 12. General clean up of the laundry area to assure compliance with electrical and plumbing codes. 13. Installation of a fire alarm system per- Chapter 9, Section 13.307(f) of the Aspen Municipal Code. . (f) An inside audible alarm is to be installed wherever an alarm is required by Section 13.307 of the Uniform Fire Code or Section 3802 of the • • Uniform Building Code, except in single family, duplex, triplex, or fourplex residential dwellings. . In the cane of public assembly areas with an occupant load of one. hundred (100) or more • persons or where, in the opinion,of the building official or the fire marshal, the installation of an inside alarm may result in creating panic, the alarm signal shall 'be installed in an attended area (e.g. projection booth, manager's office) from 14. Smoke detectors as required by Section 1210(a) of the 1979 U.B.0 may be incorporated into the alarm system. -3- • 410 • . BOOK 574 PAGE9O5 Fite-warning and Sprinkler System • . Sec. 1210. (a) Flre-waraing Systems. Every dwelling unit and every guest room in a hotel or lodging house used for sleeping purposes shall be provided with smoke detectors conforming to U.B.C.Standard No. 43.6. In dwelling units, detectors shall be mounted on the ceiling or wall at a point centrally located in the corridor or area giving access to rooms used for sleeping purposes. In an efficiency dwelling unit, hotel sleeping room and in hotel suites, the detector shall be centrally located on the ceiling of the main room or hotel sleeping room. Where sleeping rooms are on an upper level,the detector shall be placed at the center of the ceiling directly above the stairway.All detectors shall be located in accordance with ap- proved manufacturer's instructions. When actuated, the detector shall ' provide an alarm in the dwelling unit or guest room. 15. The boiler room requires a lhr. rated door as required by Section 1212 and should have a second exit as required by-Section 3320(a) of the 1979 U.B:C. Special Hazards Sec.3320.(a) Boller,Furnace and Incinerator Rooms.Except in Group R, Division 3 Occupancies, any room containing a.boiler, furnace,•in• . cinerator or other fuel-fired equipment must be provided with two means of egress when both of the following conditions exist: I. The area of the room exceeds 500 square feet;and .2. The largest piece of fuel-fired equipment exceeds 400,000 Btu per hour input capacity. If two mcari of egress must be provided,one may be a fixed ladder.The means of egress must be separated by a horizontal distance not less than half the greatest horizontal dimension of the room.Where oilfired boilers are used,a 6.inch noncombustible sill(dike)shall be provided.There shall be no interior openings between a Oroup it Occupancy and an incinerator room. Every room containing a boiler or central heating plant in Division 1 Occupancies shall be separated from the rest of the building by not less than a one-hour fire-resistive occupancy separation. • • • 16. Ground. fault circuit-interrupter receptacles as required by Section 210-8(a) and 210-52(c) need to be installed. (a) Dwelling Units. • • (I) All 12S-volt, single-phase, IS• and /0-ampere receptacles installed in'bathrooms shall have ground fault circuit-interrupter protection for personnel. . (c) Bathrooms. .1n dwelling units At least one wall receptacle outlet shall M installed in the bathroom adjacent• to the basin location. See Section 2I0.8(a)(I). • JO:lo ! ' -4- e0OK 574 PAGE 906 SCHEDULE 9 RESIDENTIAL AND LODGE UNIT VERIFICATIONS ASPEN MTN. NUMBER OF UNITS SUBDIVISION PROJECT LOT NO. LEGAL/ADDRESS TOTAL.,.DEMOLISHED REMAIN'C RESIDENTIAL UNITS: A. Blue Spruce 1 Lots A-D, Block 84, 2 2 - Lodge Townsite (303 E. (North wing) Durant Avenue) B. North Aspen 1 Lots 7 & 8 , Block 3 , 6 6 - Inn Apts. Conners Add. (711 S. • Mill Street) 1 Lots 11 & 12, Block 3, Conners Add. (300 E. Juniata Street) 1 1 - f (320 E. Juniata Street) 1 1 - C. Hillside Lodge 6 (1) Lots A & B, Block 91, 14 - 14 Townsite (403 E. Durant Avenue) D. Townplace 6 (1) Lot C, Block 91, 4 - 4 Townsite (409 E. Durant Avenue) E. Chase 6 (1) Lots D-I, Block 91, 2 - 2 Townsite (415 E. Durant Avenue) F. Paas , 5 Lot K, Block 91, 2 2 - Townsite (602 So. Mill Street) G. Melville #2 5 Lots 17 & 18, Block 2 1 1 - Dean's Add. (680 So. Mill Street) H. Black 3 Lots 3 ,4 ,&5, Capitol 2 - 2 Hill Add. (918 So. Mill Street) I. Summit Place 2 2 - 2 (1) Lot 6 is the proposed lot for the Park to be subdivided from Lot 5. } 410 110 57 4 PAGE90� eonK ASPEN MTN. NUMBER OF UNITS SUBDIVISION PROJECT LOT NO. LEGAL/ADDRESS TOTAL DEMOLISHED REMAIN'G RESIDENTIAL UNITS (CONTINUED) J. Previously Demolished 700 So. Galena 4 Lots, °l6 & 17, Anthony 3 3 - Acres (700 So. Galena Street) Snowchase 3 Lots 16 & 17, Capitol 1 1 - . • Hill Add. 3 Lot 21, Capitol Hill 1 1 - •! r'i 42 18 24 4 i - LODGE UNITS: A. Blue Spruce 1 Lots A-D, Block 84 , 15 15 - Lodge (North Townsite (303 E. Durant Avenue 'Wing) Avenue) B. Aspen Inn 1 Lot6, Block 1 Conners 65 65 - Add. , Lots 1-3 , Dean's Add. and Lots 1-6, Block 3, Conners Add. (611 So. Mill Street) C. Continental 5 Lots L-S, Block 91 , 178 19 159 Townsite and Lots 1-3 , Block 1, Anthony Acres Add. (515 E. Dean Street) D. Previously Demolished Blue spruce 1 Lots 1-5, Block 2, 17 17 - Lodge (South Conners Add. ( 300 E. Wing) . Lawn Street) 275 116 159 { i .