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HomeMy WebLinkAboutLand Use Case.233 W Main St.0047.2012.ASLU THE CITY OF ASPEN City of Aspen Community Development Department CASE NUMBER 0047.2012.ASLU PARCEL ID NUMBERS 2735 12 4 54 001 PROJECTS ADDRESS 233 W. Main St PLANNER SARA ADAMS CASE DESCRIPTION INNSBRUCK REPRESENTATIVE BLUEGREEN VACATIONS DATE OF FINAL ACTION 09/18/12 CLOSED BY ANGELA SCOREY ON: 3.22.13 6� -00 i o 4,7 . ZalZ A-S&i rJ 113— Fi11eEJdItRecord Navigate Form Report; Format Tab Help u°v lump 1 A Routing Status Fees Fee SurnmarY Main Actions Attachments Routing History Valuation J ArchJEng Custom Fields I Sub Permits it, aslu Aspen Land Use _ rmit# 0047?012.ASLU dd 233 VV MAIN ST j tj5 I ASPEN St 0 81611 A Information aster permit Routing queue aslu07 Applied 8r�I2012 { Project Status penning Approved Description APPLICATION FOR AN AMENDMENT TO THE INNSBRUCK PUG Issued BLUEGREEN FLORIDA-BLUEGREEN VACATIONS Unlimlen,Inc-..4960 Conference Otay North,Ste 100 BOCA RATON,FL 33431 Closed?Final 5ubmitted HAAS LAND PLANING 925 7819 Clack Running Days 22 Expires 8t4t2013 5ubmitted via ner Last name INNSBRUCK First name 1 233 VV MAIN ST ASPEN CO 81611 Phone (970)925-2980 Address plicant ❑Owner is applicant' [1 Contractor is applicant? Last name BLUEGREEN First name 300 S SPRING ST 202 Phone (970)429-7499 Cust# 25663 Address ASPEN CO 81611 Lender l Last name First Warne I Phone ( ) Address i i I J AspenGoldS(server) angelas CU, -79 z V �2 ? 12 4- — 5- —00 1 �p a � Rile Edit Record Navigate Form Reports Format Tab Help R, ' Status (fees i,feeSumun�y �actiorts IAktac s Ra gN�M IMuatbn ',kchIEN C*mFik SrkPerrMks Parcels 'L �� t Lim 7220 .D WMANST o Masts 12 0 F Z U D FOR AN AMENDU TO THE RMCK PUD LAM)PIAMNG 92S 7819 Cbdc unNN Days F7 I E*8148013 Sub mtteJ via Oonor fast oar INNSBRUCK First nay 23"s VV MA"IN Si Phone EN C081611 (9i 0)92S•2980 Dress Applicant Oainei is appluni? 0Cm eoraocart? Last na IBLUEGREEN I Fast name� S SPRING Si Phone (910)4294499 Cat#2S6fi3 Aftess ASP\C1611 lender � Q [astw Frst rime Pima Address • _ ., _ . . ,r. loll �� < `7 96, C, *12- C6, AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.070 AND CHAPTER 26.306 ASPEN LAND USE CODE ADDRESS OF PROPERTY: ��}(Jy►. yr Aspen, CO STATE OF COLORADO ) ) ss. County of Pitkin ) 1, (name, please print) being or representing an Applicant to the City of Aspen, Colorado,hereby personally certify that I have complied with the public notice requirements of Section 26.304.060 (E) or Section 26.306.010 (E) of the Aspen Land Use Code in the following manner: Publication of notice: By the publication in the legal notice section of an official paper or a paper of general circulation in the City of Aspen at least fourteen(14) days after final approval of a site specific development plan. A copy of the publication is attached hereto. Publication of notice: By the publication in the legal notice section of an official Paper or a paper of general circulation in the City of Aspen no later than fifteen (15) days after an Interpretation has been rendered. A copy of the publication is attached hereto. Signature The foregoing "Affidavit of Notice" was acknowledged before me this 21_day of se_vy , 20L2 by WITNESS MY HAND AND OFFICIAL SEAL PUBLICOfOTICE P w DEVELOPMENT APPROVAL ••••s�� Notice is hereby given to the general public the ••�� My commission expires: approval�f a site specific development plan,,and • the creation of a vested property right pursuant to A !l� the Land Use Code of the City of Aspen and Title A M. i 24,Article 68,Colorado Revised Statutes,pertain- ing to the following legally described property:Lots 4ING • f`cv A-E,Block 52,City and Townsite of Aspen,the property commonly known as 233 West Main i Street,the Innsbruck PUD,by order of the City of •••; Notary Public Aspen Community Development Department on September 18,2012. The Applicant received ap- Ny proval to amend the PUD to allow no less than twelve time-spec estates per timeshare lodge unit '�yyam� with conditions.For further information contact Sa- zees ON9014 ra Adams,at the City of Aspen Community Devel- opment Dept.130 S.Galena St,Aspen,Colorado ATTACHMENTS: (970)429-2778. 1 1 s/City of Aspen COPY OF THE PUBLICATION Published in the Aspen Times Weekly on Septem- ber 27,2012. [84233574] 34 � ASPENI 'I'IMES WEEKLY DEVELOPMENT ORDER of the City of Aspen Community Development Department This Development Order, hereinafter "Order", is hereby issued pursuant to Section 26.304.070, "Development Orders", and Section 26.308.010, "Vested Property Rights", of the City of Aspen Municipal Code. This Order allows development of a site specific development plan pursuant to the provisions of the land use approvals, described herein. The effective date of this Order shall also be the initiation date of a three-year vested property right. The vested property right shall expire on the day after the third anniversary of the effective date of this Order, unless a building permit is approved pursuant to Section 26.304.075, or unless an exemption, extension, reinstatement, or a revocation is issued by City Council pursuant to Section 26.308.010. After Expiration of vested property rights, this Order shall remain in full force and effect, excluding any growth management allotments granted pursuant to Section 26.470, but shall be subject to any amendments to the Land Use Code adopted since the effective date of this Order. This Development Order is associated with the property noted below for the site specific development plan as described below. Innsbruck Suites Investments LLC Attn: William Guth 233 West Main Street, Aspen, CO 81611 Property Owner's Name, Mailing Address Lots A B C D and E Block 52 City and Townsite of Aspen CO the Innsbruck PUD; commonly known as 233 West Main Street Legal Description and Street Address of Subject Property Administrative approval to amend the PUD to allow for fractional ownership interests with not less than twelve (12)time-span estates per timeshare lodge unit with conditions. Written Description of the Site Specific Plan and/or Attachment Describing Plan Approval by the City of Aspen Community Development Department for an Insubstantial PUD amendment; application received on 8/9/2012 ; approval granted on 9/18/2012 Land Use Approval(s) Received and Dates (Attach Final Ordinances or Resolutions) September 27 2012 Effective Date of Development Order (Same as date of publication of notice of approval.) September 27 2015 Expiration Date of Development Order (The extension, reinstatement, exemption from expiration and revocation may be pursued in accordance with Section 26.308.010 of the City of Aspen Municipal Code.) Issued thi§1 "' ay of September, 2012, by the City of Aspen Community Development Director. RECEPTION#: 592493, 09/24/2012 at 03:11:13 PM, Chris Bendon, Community Development Director 1 OF 17, R $91.00 Doc Code ORDER Janice K. Vos Caudill, Pitkin County, CO JTICE OF APPROVAL For an Insubstantial PUD Amendment to City Council Ordinance No. 32, Series of 2004, the Innsbruck PUD, for Lots A—E, Block 52, aka 233 West Main Street Parcel ID No. 2735-124-54-010 through -118. APPLICANT: Bluegreen Vacations Unlimited Inc. 1960 Conference Way North, Suite 100 Boca Raton, FL 33431 Tele: 561/443-8652 REPRESENTATIVE: Haas Land Planning 201 N. Mill St., Suite 108 Aspen, CO, 81621 Tele: 970/925-7819 SUBJECT& SITE OF AMENDMENT: Lots A—E, Block 52, City and Townsite of Aspen, Colorado, aka 233 West Main Street, the Innsbruck PUD/Subdivision SUMMARY: The applicant, Bluegreen, with consent from the Owner, Innsbruck Suites Investments, LLC and The Innsbruck Condominium Association, Inc., requests approval to allow for smaller fractions of ownership interests in order to increase occupancy and turn-over rates, to enable lower buy-in prices, and to promote an increase in new visitors to Aspen. Aspen City Council Ordinance 32, Series of 2004 approved 17 timeshare units with 1/12 fractional ownership interests. The proposal is to amend the size of the fractional ownership interests. No physical, interior or exterior changes are proposed. The Community Development Department rendered a Land Use Code interpretation on July 24, 2012 regarding the definition of "vacation club" which concluded that the timeshare plan proposed by Bluegreen, and attached to the interpretation as Exhibit B, meets the requirements for permitted timeshare uses within the City of Aspen STAFF EVALUATION: Staff finds that the proposal is consistent with the purpose and intent of Chapter 26.590, Timeshare Development, of the Aspen Municipal Code. Permitting smaller ownership interests increases vitality, enhances the lodging inventory, and maintains community character on Main Street. Clarification as to when real estate transfer taxes are applicable regarding transfers or assignment of interest in a unit is included as a condition of approval to be amended in the Subdivision Improvement Agreement. Staff finds that the criteria for granting a PUD insubstantial amendment are met as described in Exhibit A. Page 1 of 3 DECISION: The Community Development Director finds the Administrative Application to amend Ordinance 32, Series of 2004, to be consistent with the review criteria listed in Exhibit A and thereby, APPROVES the request to allow for fractional ownership interests with not less than twelve (12) time-span estates per timeshare lodge unit with the following condition: 1. The Planned Unit Development/Subdivision Improvements Agreement shall be amended to include language to the satisfaction of the City Attorney regarding compliance with Section 26.590.080, Timeshare Lodge Business license and sales tax payments, of the Aspen Municipal Code and acknowledgement that any transfer or assignment of an interest in a unit is subject to the real estate transfer tax and shall be required to be recorded in the real property records of Pitkin County. APPROVED Chris Bendon, Date Community Development Director OWNER: INNSBRUCK SUITES INVESTMENTS, LLC fig , 1Z . William Date Re Authoriz e Attachments: Exhibit A: Review Criteria for Insubstantial PUD Amendment. Exhibit B: Community Development Code interpretation rendered on July 24, 2012. Page 2 of 3 Exhibit A Insubstantial PUD Amendment Review-Criteria - Section 26.445.100 Amendment of PUD development order A. PUD Insubstantial Amendments. An insubstantial amendment to an approved development order for a final development plan may be authorized by the Community Development Director. The following shall not be considered an insubstantial amendment: 1. A change in the use or character of the development. There is no change in the use or character of the building. The Innsbruck will continue to function as a timeshare lodge. This criterion is met. 2. An increase_by greater than three percent (3%) in the overall coverage of structures on the land. There are no physical changes proposed. This criterion is met. 3. Any amendment that substantially increases trip generation rates of the proposed development or the demand for public facilities. There is no change to the trip generation rates as no new lodge units are proposed. The applicant commits to continue the current airport and local shuttle service for all owners and guests. This criterion is met. 4. A reduction by greater than three percent (3%) of the approved open space. There are no physical changes proposed. This criterion is met. 5. A reduction by greater than one percent (1%) of the off-street parking and loading space. There is no change in the parking/loading space as there are no new lodge units proposed. This criterion is met. 6. A reduction in required pavement widths or rights-of-way for streets and easements. There is no reduction in the ROW's widths, streets or easements. This criterion is met. 7. An increase of greater than two percent (2%) in the approved gross leasable floor area of commercial buildings. Not applicable. 8. An increase by greater than one percent (I%) in the approved residential density of the development. There is no increase in residential density. This criterion is met. 9. Any change which is inconsistent with a condition or representation of the project's original approval or which requires granting a variation from the project's approved use or dimensional requirements. The change is consistent with the approved use and does not require a dimensional variation. The proposed increase in timeshare fractions is consistent with the original approvals that permit the Innsbruck to function as a Timeshare Lodge. This criterion is met. Page 3 of 3 CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT INTERPRETATION JURISDICTION: City of Aspen APPLICABLE CODE SECTIONS: Chapter 26.590,Time Share Development Section 26.104.100,Definitions EFFECTIVE DATE: 24 July, 2012 WRITTEN BY: Phillip Supino, Community Development Intern THRU: Jennifer Phelan, Deputy Director APPROVED BY Chris Bendon, Community Development Director SUMMARY This interpretation is being issued in response to an inquiry submitted by Jody Edwards of Klein, Cote & Edwards, LLC on behalf of Bluegreen Vacations Unlimited, Inc. (Bluegreen)with regard to whether the timeshare subdivision proposal for certain units of the Innsbruck, 233 West Main St., Aspen, CO, as operated by Bluegreen, complies with the timeshare requirements in City of Aspen Municipal Code Chapter 26.590, Timeshare Development. BACKGROUND The intent of the timeshare regulations Code section 26.590.010, Purpose and intent, is to "increase vitality" (26.590AI0.A), "preserve - enhance lodging inventory" (26.590.010.13), "upgrade quality of accommodations" (26.590.010.C),. and "maintain community character" (26.590.01.0,D) of the City of Aspen through the use of timeshare development in approved zone districts. Currently, the property known as the Innsbruck is an approved timeshare development. Bluegreen seeks a code interpretation to ensure that their business model complies with City timeshare regulations prior to purchasing unsold shares in the Innsbruck and applying for an amendment to the Subdivision Improvements Agreement (SIA) to further subdivide their interest in the Innsbruck into smaller fractional shares. Municipal Code section 26.590.070.J, Prohibited practices and uses, identifies "right-to- use" properties as inappropriate timeshare uses in the City of Aspen. Right-to-use properties include "vacation clubs" and "lease-holds" in which beneficiaries of the properties do not own in interest in real property. Page 1 of 2 INTERPRETATION The applicant notes in the interpretation request (Exhibit A) that the proposed use of the Innsbruck by Bluegreen is not a vacation-club or similar prohibited use, because it is "a deeded timeshare interest that does not expire." Bluegreen issues a warranty deed for a share of its property to the "owner beneficiary," which is then held in trust as a real property interest in perpetuity or until such time as the owner conveys or otherwise forfeits the share. . It is staff s interpretation that the conveyance of a real property interest to owner beneficiaries as indicated in the Owner Beneficiary Agreement (Exhibit B) and the timeshare plan proposed by Bluegreen meets the requirements for a permitted timeshare uses within the City of Aspen and is not prohibited per Municipal Code section 26.590.070.J., Prohibited practices and uses. As a timeshare property within the City of Aspen, Bluegreen or its owner beneficiaries are required to remit Real Estate Transfer Taxes and Lodging and Sales Taxes as required in the City of Aspen Municipal Code Chapters 23.32, 23.48 and 23.50 and to the extent applicable. Furthermore, the City finds that the Bluegreen proposal for a time-span estate to be operated at the Innsbruck meets the State of Colorado definition of a timeshare corporation pursuant to C.R.S. §38-33-110 through the granting of a deeded interest in real property. APPEAL OF DECISION As with any Interpretation by the Community Development Director, an applicant has the ability to appeal this decision to the Aspen City Council. This can be done in conjunction with a land use request before City Council or as a separate agenda item. APPEAL PROCEDURES,26.316.030(A) Any person with a right to appeal an adverse decision or determination shall initiate an appeal by filing a notice of appeal on a form prescribed by the Community Development Director. The notice of appeal shall be filed with the Community Development Director and with the City office or department rendering the decision or determination within fourteen (14) days of the date of the decision or determination being appealed. Failure to file such notice of appeal within the prescribed time shall constitute a waiver of any rights under this Title to appeal any decision or determination. ATTACHMENTS A. Request for Interpretation dated 9 July,2012 B. Bluegreen Vacations Unlimited, Inc. Owner Beneficiary Agreement Page 2 of 2 KLEIN, COTE & EDWARDS, LLC ATTORNEYS AT LAW IIERBERT S.KLEIN' hsk&celimnet 201 NORTH MILL STREET,STE.203 ASPEN,COLORADO 81611 LANCE R.COT$,PC' Irc r�keelaw.net TELEPHONE:(970)925-8700 JOSEPH E.EDWARDS,111,PC' jee o kcelaw.net FACSIMILE:(970)925-3977 KENNETH E.CITRON' kcitrongkeelaw.net w,ww.kcclaw.net MADHU B.KRISHNAMURTI inbkoalkcelaw.net OF COUNSEL: JOSEPH E.EDWARDS,JR.,PC'joeCakcelaw.net t also admitted in Ha%aii Ij J alw admitted in Caliromia also admitted in New York and Massachusetts 'also admitted inTexas 0 Jut, lJ July 9,2012 CITY OF ASPEN MtlNl'tY OEVEI.OFAk1=P HAND DELIVERY Chris Bendon,Director Aspen Community Development Department 130 S. Galena St., 3`a Floor Aspen, CO 81611 Re: Request for Interpretation Pursuant to Section 26.306,010, City Code; The Innsbruck—233 West Main Street,Aspen,CO 81611 (the"Property") Dear Chris: As I discussed with Jen and briefly with you,we represent Bluegreen Vacations Unlimited,Inc. ("Bluegreen"). Bluegreen(as buyer)entered a Purchase and Sale Option Agreement with Innsbruck Suites Investments,LLC(as seller)effective as of June 11,2012 for the purchase and sale of the seller's remaining interests in the Property--comprised of seven whole condominium units(from which no fractions have been sold)and 39 separate 1/12th fractional interests in eight additional condominium units(collectively,the whole units and the fractional interests are referred to herein as the"Units"). Upon the closing of the transaction contemplated by the Purchase and Sale Option Agreement, it is Bluegreen's intention to file an insubstantial PUD amendment application with the City to allow smaller fractions than the currently allowed 1/12th interests to be created and sold within the Units. We held a pre- application conference with Jen last week on that issue. On behalf of Bluegreen,we request a code interpretation pursuant to §26.306.010, City of Aspen Municipal Code,Land Use Regulations(the"LUR"). In particular,we request verification that the prohibition against certain forms of timeshare concepts contained in §26.590.070.J.I., LUR is inapplicable to the Bluegreen Vacation Club multi-site timeshare plan within which the Property and the Units are intended to be integrated and then offered and sold. (1640075.DOC/2) Chris Bendon, Director Page 2 July 9,2012 That section provides in pertinent part that it is"unlawful"for any person to knowingly engage in: 1. The creation,operation or sale of a right-to-use interest or any other timeshare concept which is not specifically allowed and approved pursuant to the requirements of this Section. Right-to-use timeshare concepts(e.g., lease-holds and vacation clubs)are considered inappropriate in Aspen and are not permitted. This prohibition appears to be intended as a consumer protection regulation. I suspect it is a hold-over in the LUR from the 70's or 80's when some"timeshare"plans were less than transparent and/or not real-estate based. As further explained below,and despite the nomenclature,the Bluegreen Vacation Club multi-site timeshare plan is not a right-to-use interest or leasehold timeshare program; rather,the Bluegreen Vacation Club is a trust-based"timeshare estate"timeshare plan. Since the prohibition specifically mentions"vacation clubs"as an example of a type of prohibited right to use program,we want to clarify and verify with you that the Bluegreen Vacation Club is not the type of"vacation club"contemplated by the prohibition and that Bluegreen is not prohibited from operating the Bluegreen Vacation Club in Aspen. The terms"right-to-use" interest and"vacation club"are not defined in the LUR. The term"right-to-use"is a term of art and has a meaning in the timeshare industry. The term "vacation club"is not a term of art and is used for many different timeshare formats in the industry. The American Resort Development Association("ARDA") defines right-to-use as "A timeshare owner's right to occupy a unit at a resort for a specified number of years and having no real estate interest conveyed." Wikipedia defines a right-to-use interest as follows: "The purchaser has the right to use the property in accordance with the contract but at some point the contract ends and all rights revert to the property owner. In other words,the right to use contract grants a right to use the resort for a specified number of years." The key elements to a right to use program are a contractual right to a specified time period after which the right to use expires and the lack of a real estate deed. The Bluegreen Vacation Club multi-site timeshare plan was created under specific provisions of the Florida Timeshare Act and has been registered and approved as a timeshare estate plan in the state of Florida since August 1, 1994 and in Colorado as a timeshare estate subdivision since June 18,2005. As noted herein, the Bluegreen Vacation Club involves only the offering and sale of deeded timeshare estates for which title insurance is issued. We further note that the ARDA defines Vacation Club as "a term used to describe various types of timesharing and usually involving use or access to more than one resort location and other vacation and travel services. However the term is used for many different purposes, including"clubs"which may have nothing to do with timesharing(i.e.,travel clubs)." (I 640075.noc 12 1 Chris Bendon, Director Page 3 July 9,2012 When Bluegreen sells a timeshare interest in connection with the Bluegreen Vacation Club, it does so pursuant to an"Owner Beneficiary Agreement"(i.e., the timeshare purchase contract)and,upon closing, issues a Warranty Deed conveying fee simple title to the real estate timeshare interest to Vacation Trust,Inc.,a Florida corporation("Trustee"). The Trustee holds the real estate title for the benefit of the timeshare interest buyer pursuant to the Bluegreen Vacation Club Trust Agreement,which is the timeshare instrument establishing and governing the timeshare plan. The Trust Agreement is intended to be irrevocable; however, in the event of a termination of the Trust,the Trustee is obligated under both the Trust Agreement and the Owner Beneficiary Agreement to transfer to the beneficial owner the timeshare interest in the real property that was transferred to the Trust when the purchaser became a beneficial owner in the Trust. In other words and at the end of the day,the Buyer owns the real estate. For your reference, a copy of the Trust Agreement is enclosed. Also,the timeshare interests can be, and often are,sold on a purchase-money financing basis,in which event, a mortgage is granted on the timeshare interest providing collateral for the purchaser's promissory note. The Trustee,as fee simple owner,simply executes the Mortgage on behalf of and at the request of the beneficial owner and the beneficial owner makes the payments under the promissory note. The Bluegreen Vacation Club is currently comprised of over 60 component site resorts, located in various states, Aruba and the Bahamas, which are used and accessed by its more than 166,000 members(i.e.,"Owner Beneficiaries"). Any beneficial owner who buys a timeshare estate interest associated with The Innsbruck in connection with the Bluegreen Vacation Club will have a 60 day"home resort"preference for advance reservation priority at The Innsbruck. We specifically note that more than 166,000(and counting)members of the Bluegreen Vacation Club are all potential new"trials"in the Aspen area. See §26.560.060C.5, LUR. Bluegreen is going to propose smaller fractional interests for the Units and these smaller fractions are encouraged under the Timeshare Regulations. See §26.560.060C.1, LUR. While the program is called a"vacation club," it is also a type of plan that is both"specifically allowed"and encouraged in Aspen. Whatever meaning the term"vacation club"has in the LUR, we do not run afoul of it because we have a deeded timeshare interest that does not expire. The specific language is that right-to-use concepts are inappropriate—and vacation clubs are given as one possible example of something that might be an inappropriate right to use, Bluegreen will not be operating a right to use plan for The Innsbruck. There will be warranty deeds to a real property interest,title insurance policies,mortgages in the case of a financed purchase,the real property interests will not expire,and the owners are protected by the Trust Agreement and the Owner Beneficiary Agreement. Consequently,we request confirmation that Section 26,590.070.J.L,LUR, as it applies to Bluegreen, does not prohibit the operation,offering or sale of the Bluegreen Vacation Club in (1640075.DOC/2) Chris Bendon, Director Page 4 July 9,2012 Aspen provided that the fractional interests are deeded to the Trust and do not expire. We intend to rely on your interpretation in making our decision concerning whether to consummate the purchase of the Units within the Property. We have a due diligence deadline of July 26,2012 tinder our agreement with the seller and would appreciate receiving your interpretation in advance of that date so that Bluegreen may make its decision concerning the purchase of the Units. Enclosed is a check payable to the City of Aspen for the LUR Interpretation fee in the amount$50.00. If there is anything in addition to this letter and fee that is required in order to pursue this interpretation or if you need additional information,please contact me. Sincerely, KLEIN, COT &EDWARDS, LLC B Jose . Edwards 111 r cc: Bluegreen Vacations Unlimited,Inc. Jennifer Phelan Mitch Haas bluegrecAtr to Bendon interpretation request.doc (I 640075.DOC/2} BLUEOREENOWNER BENEFICIARYAOREEMENT BLUIdOREEN VACATION CLUB (THE FOUNTAINS SELLING THE FOUNTAINS INVENTORY) MULTi-SITE TIMESHARE PLAN:BLUEGREEN VACATION CLUB DEVF.LOPERISELLER: BLUEORECN VACATIONS UNLIMITED,INC. 4860 CONFERENCE WAY N.STE 100,BOCA RATON,FLORIDA 33431.3311 Contract Reference 1f:701105 Purchaser(s) ' Social Security No, Social Security No. S{reetAdd(ess piwnel�tom9) Phone(Ous) City Slate Zap Country Un OR tates o malice Developorl8el;er agrees to sew,and the Purchaser agrees to purchase a Gmosharo estate,being the Property described below.Tim Property shall be acquired and accepted by the Purchaser upon the fdlowing terms and conditions and,In connection therewith,Purchasor Is to be designated es an Ommer Beneficiary and allocated Vacation Points as sot out below.By execution of this$luegreen Canner Beneficiary Agreement,Purchaser voluntarily appoints and doslgnates the Trustee as blether lavrful agent to be delivered the deed to the Property described below, By execution hereof,Purchaser Is designated an Owner Beneficiary under the Blvegreen Vacation Ctub Trust Agreement,vrblch Was made and entered into as of the 18th day of May 1994,as amended and reslated,by and between DeveloporlSelter and Vacation Trust,Ina,a Fbwlda corporation,as Trustee(the'Trust Agreemanll).Each Owner Beneficiary Is entlt'ed to exercise owner Beneficiary Rights.Owner Beneficiary Rights Include as on appurtenance thereto an aiiocalbn of the betowdesetibW Vacation Points and iho righl to be conveyed, subject to the terms of the Trust Agreement,the bolow•desedbed Prepenty upon termination of the Tivsl Agieorrmnt.The Vacation Points represent the opporlunity to use and enjoy Accommodations and Facilitlas subject to the Trust Agreement and have been determined in relation to current occupancy demand for the below described Property. The Property is defined es Condomtnivavvn$No.or as an undllded interest In a PaltiWlar phase Who Resort as may be further describod to the deed for such Property: 996ort Name:THE FOUNTAWt1 ResoitAddfess: Appom"lion(s)cori'slatMg'oF.Coridord vmUrWNo:S,V80iiorWoektt$)(togotharvith'F (FuVTlmoshare Interest)dxr`E'ot'O' (Bfemniat Timeshate imefosWven or Odd)1: IsJ J 7N42O The VacaSouUnit Week No.,above set IoM,and the vacation points associated ibereve,are either designated as Annual(by use of the letter*F,Indicating a full Timeshare,Interest)or pionnial(by use of lire letter`F.'or IV,lomating Even Numbered or Odd Numbered Years and one,halt of a Timeshare interest).An Annual VecotiordUnit Week with Annual Vacation Points means the period of time during which%a owner thereof Is alf9ided the opportunity to use the Aoconvlodavons of the Plan on an annual recurring basis. A Biennial to use the A Accommodations(Ifential the timesha o Plain on biennial roaming bass. A VocalbNUn irWeak ationlad the aspen Annual VBcationfUnil Week or a Biennial VocationfUnit Week shalt remain so. For purposes of this Agreement,the following definitions shalt be oon'ro0»g: ,Btwitto'means every other year and the saute shall be delerminative on a calendar year basis,except as otheniiso provided herein. 'Odd Numbered Yeare'means Ouse years ending in 1,3,5,7 or 9 and the some shag be determinative on a caendar year basis. 'Even Numbered Years'means theso years ending in 2,4,6,6 or 0 and the same shall be dolerminathre on a calendar year hosts. The number of Vaeatlon PdAls allocated to the Property end the Omar 8onefidary Rights and the designation as'F,"E'or'O'as described below IS:6000 0. Allocated Vacation Points are used to detarm100 occupancy of Accommodations and Facilities during an Owr es Use Year,aithough no additional consideration is pakl for occupancy allowed by Vacation Points allocated to a respective Omer Beneficiary.The Owners Use Year commences the first day of the mordh following execution of Ws Agreement by Purchaser and DevetopoifSet!er,terminates upon expiration or u"No(12)months following such cgru r8ncemenl,end recurs for each succeeding tv olve(12)months thereafter. BlenNal Vacation Points aityv occupancy end use of aocommodat ions only durlog alternate Omer Use Years,beginning with the initial Owner Use Yoor felWhing the purchase of the Property,except as otherwise provided heroin. Such uses are also subject to provisions for saving end bonovAog or Vacation P01111S,as explained elsewhere harem. Purchaser shall be ob5galed to pay Common Assessment Fees and Club Dues In accordance with Part E of are Trust Fund Budget as set ioth in paragraph 4 hereof. PURCHASE7ERMS 1. Purchase prko of Property payable by Purchaser, $7,500'00 2, Down Payment(100,0011.of Lino 1). $7,600.00 3, Closing Costs.Including Recording Fees,$lots Docvmenlary Stamps,Intangible Tax,710e S `3.x0.00 Searchlrnswance,Documents Processing Fee and Fees Related to Transfer of Property to Trustee. 4. $tataocet Solos Tax(0.0023720 of Lloo 1). $ 17.79 5. Total Purchase Price(U.S.Funds)(Add lines 1,3,end 4). $7,807.79 8, Total Down payment(Add Ones 2,3,and 4). S1,857.70 7. initial Deposit Received$7,867.70(CK,MO,MCNISA,AMEX,DISC). $7,867.70 U. Balance of-Down Payment Required on or before NIA. $ 0.08 0. Amount F7norlod NIA for NIA months at NIA(Una 1 minus Pita 2). 10. Monthly payments of:WA beginning on NfA, -=I -Slit T91-1 FNWro1n012 Regular Contract 1 Purchaser agrees to have Resort Title Agency,Ino. Issue lender's tide Insurance poFcy. Pre-AUthorized Check Plan Accepted Qnitiai if'YOS�t THIS AGREEMENT IS SUBJECT TO ALL TERMS AND CONDITIONS HEREAFTER SET FORTH, OR ATTACHED HERETO, WHICH ARE INCORPORATED HEREIN BY REFERENCE, BY SIGNING BELOW, PURCHASER ACKNOWLEDGES HAVING READ AND AGREED TO ALL SUCH TERMS AND CONDITIONS AND FURTHER ACKNOWLEDGES RECEIPT OF THE BLUEGREFN VACATION CLUB MULTI-SITE PUBLIC OFFERING STATEMENT AND ANY APPLICABLE EXCHANGE COMPANY DISCLOSURE STATEMENT. , NO PURCHASER SHOULD RELY UPON REPRESENTATIONS OTHER THAN THOSE INCLUDED IN THIS AGREEMENT AND IN THE DOCUMENTS REFERRED TO HEREIN, YOU MAY CANCEL THIS CONTRACT WITHOUT ANY PENAM OR OBLIGATION WITHIN TEN(10) CALENDAR DAYS AFTER THE DATE YOU SIGN THIS CONTRACT OR THE DATE ON WHICH YOU RECEIVE THE LAST OF ALL DOCUMENTS REQUIRED TO BE GIVEN TO YOU PURSUANT TO SECTION 721.07(6),FLA STATUTES,WHICHEVER IS LATER. IF YOU DECIDE TO CANCEL THIS CONTRACT,YOU MUST NOTIFY THE SELLER IN WRITING OF YOUR INTENT TO CANCEL, YOUR NOTICE OF CANCELLATION SHALL BE EFFECTIVE UPON THE DATE SENT AND SHALL BE SENT TO: BLUEGREFN VACATIONS UNLIMITED, INC., ATTNi CORPORATE SALES ACCOUNTING DEPARTMENT,4960 CONFERENCE WAY N STE 100,BOCA RATON FL 33431.3311. ANY ATTEMPT TO OBTAIN A WAIVER OF YOUR CANCELLATION RIGHTS IS VOID AND OF NO EFFECT. WHILE YOU MAY EXECUTE ALL CLOSING DOCUMENTS IN ADVANCE,THE CLOSING, AS EVIDENCED BY DELIVERY OF THE DEED OR OTHER DOCUMENT BEFORE EXPIRATION OF YOUR TEN(10)DAY CANCELLATION PERIOD,IS PROHIBITED, PURCHASER(S): DEVELOPERISELLER: BLUEGREFN VACATIONS UNLIMITED,INC. 24miao-i By: 99143114.12 (Data) AulkwnzedAgont (Dale) 00i=1 2 (Data) 'Notify'shall mean that a written notice of cancellation Is delivered by any means,which may Include certified mail,return receipt requested,to Bluegreen Vacatlons Unr'mhed,Inc. It is a violation of F.S.Ch.721 for any person to interfere Wth the deli nary of a notice of canoellatlon by a purchaser. u e.0 a- rN6rNIr2012 ^^��� Regular COetfdcl TERMS AND CONDITIONS 1, TRUST AGREEMENT, Thu Shaegreen Vemijon Club moOstle timeshare plan has bean established pursuant to the Twat Agreement (timeshefa Ihstrumard)and related dowmenls. VacoUon Trust,fnc,a Florida oorpaeton,cun0ntY ads as the Trustee of the Trust Agreement The addrsss of Vecs0on Trust,ha.is 4950 Communkaliw AVenae,bl o 900,Boon Raton,FL 33431. Each PurChOsef pursuant to an Cvmsr Benefdwy Agreement Is designated as an Owner Beahendary pursuant to the terms of the Trust Agreement.The Interest of each Ovmer Beneficiary under the Trust Agreement consists of and its Idenl)fied as Ule right to performance by the Trustee of its obligations es sot fall in the Trust Agreernhenl Cash Ormer UerheWarys right to performance by the Trustee Includes the Trustee hol0 titre or Occupancy Rights relating to the Accommodations end Facilities WVM the BluegreenVawWo Club Trust Willa as agent for each Omer BeneWary and for Ua benondal use and enjoyment of each Owner Beneficiary and the right,subject to the loons of the Trust Agreement,to have the Property to use' conveyed t.0 90 Vie Pr peneSdery named herons Rights re aced U of Pr�dY)A9��the Bluegrea Vacation ClubTN51 Estatebjocl to oGWpy sod enby 8ha Property Ondsrduag Ovwpa cy ftr9 ava9atiMy and to the Ierrns of the Trust Agreement and related Instruments. (a) The Umeshare bbterest being sold and acquired hereunder consists Of the property described above,being a fee stmplo real oslale timeshare,estate and,In connection theresvitlt,Ptacinaser Is desgnated as Cvmer BeneWary entted to the tanner BeneWary Rights and apphaAenani Vacation PWn1s relenad to above.Owner Berohdery ft gins include tier rfgfht to use,howpy and ehhjvy Uhe Aowmmodat vns ant FaOYtea Vrahll to eluegreen Vacation Clvb Trust Estate coopthd with the naelwld ealelo vomsyod to the Trustee by OevebperlS0 a its afdate,on behaff of the Purchaser upon Purchaser becanrg an Ommer BeneBdary under the Trust Agreement.Ownar Benefdary Rights are an interest in the UNegreen VK0IiOn Club Trust,Wch Interest is deWhed as a'orteshare estate under F.S.Ch,721.The dutatbn of this thesharo interest Is intended to be perpoWal,so 1009 as the Trust Agreement continues. The term of the Vacation Pion Is Intended to be perpelusl;prrrfded,Iharrever,that the Resod Inlereats al each Component$10 Included Within the Vacation Plan are lea stmptu p+opedy intolosls and either(i)QW&U0 until such time as IdWted In the Component She Uncle tying DvcJSUanloloaih`e Component SRBSUMo0 AV be,obdended for one o moss WOMB'penods a 1(2)­1 ere tniended to be,{perpetual pus Y a8a9Ypyltsr8 Ciciar�has Y<aeyppypirgithaTNS(Fs�te . Declaration.Th07tu t pllskrevocAbl9 4Q 9 o- fry (am9R'>ivf1o4'l u 1$� aledurtdetthp T rb W_ W, 9 per sees ttCol his or her lamer '01 e;by gratdarm deed A 4r10 t;4�Vtf'RWR b!� [teneRd>ly t)pGgaborhs Such t7anslar shah be sub,,"M tv tla Aght}of a hekfpt of any'ofilsteiiding 108fr,0f nta19a90 falaled t0 thti PlapartY'= ") tg�i&f thePtmhaseraidreleleJst�r F Orequosl�PlVeyano4cfyoPtcpoMioit !.... (b) The Property and othencccommodations and Fsorii'es comprising Resort)st EsOae(and Su*d t Ina Gana t Purchasers ro cone execution In ko aknple,(of laasohoW tNe,if wMla the Club Pow Kai Componen blf suan to Iwheof and era VD be o have been conveyed to the Trustee by deed from Deve'opeIrSe ler or Its affiliate.The Trusl o's vbligaton,PO the Trust Agreement,H to me such Property and other A000mmodofty and Faca;W;WUn the Bivagreon Vacation Club Trust Estate available for the use,occupanq end amjoynrent of the O,mor Beneficiarka. Purchaser,by the eoqutsl ort hereunder,anal be an Ommer t;enoUdary pursuant to she Trust Agreement Tile Interest of Deve"(isem in Una Acwmmodatons end FaaThBes is that DavetopeKSaCer ptasenity ovals etch,DeveloperlSel er is pnf*d to designate Ommer Bonsf0c Rights with appurtenant Vacation Ph'ats to Purchasers pursuant to the terms of the Trust Agreement Altar vonvayance Jo U0o Trustee as set forth heroin,pevaloper/5etler has rpv other aduai Interest,Iahhdrh9 Merest to control,the Accarxnodatorhs or Facilities conveyed to the Trustee.PAot to Dave opadae Ief is 1AV a dead of to Property to the Trustee as agent for Purchaser,the Property timeshare Interest)shag be released from any Tien es may""t encumbatng the property by payment of release tees to the tender thereof a by full satisfaction of sald rportgage or ten lo$Wmont.Upon such convoyanca of the properly.Purchaser directs erhdago alga ns�F.K that favor of of Devel�rMijef as Lender Waited to is Mir designee 1 Pursuant 10 gre terms certified Clack,to oalablish a nwAg go gal oP�' hereto to soars the Purchaser's payment therefor 2. DEPOSITS, The fnt8ab deposal a subsogoent payments made pursuant to this Biuegreen Owner Aomornanl by Purchaser iv Davetoper/So4er shall,prior to dosing,be held In esuow pursuant to the provisions of Section 721.08.Florida Statutes,With Old ReputO Netionai TWO Insura wo Company,8433 West lake Mead BNd.,Laa Vegas,NV 88126.7835 CEsaaa Agent').The EsaOSV Agent shall (vmtsh Purchaser swlh a written ravvtpl for the tnttaf deposit end subsua(�(a�mn payments.Escrow Uma deposNsan institutions insured by may invested In Securities of the Unilcd Slates Govomment,or any agency 9 agency of the United Slates Government,DovolopelfSetlar shall retelo,the interest generated by any such investment.Alt monetary amovnis recited In this Agreement shall W paid in U.S.Funds. urn Is 3. THE PROPERTY. The,hiopo�equivalent to the Vacantion Points out ha etnabova prov clad to Pulrchime hocunder.The�opatY Is detenninat'ne of OPWPOncy,rig a Resat interest under the Trust Agreement.By exearlorh hereof,Purchaser directs and euthorkas conveyance of Ulu Property la(l�Se @Elf If for each Purdhaaef ProvWc(1 the OVrner Beneficiary Rights sod appurtenant Vacation Paints from Davafope pus WAVY 10 Trvsloe a Resort Interest o cause fls afNiato to ovmey to Trustees Resort Interest,which Ids been ern establish e nfhe occupancy Vacation Points OWWalent iv the Vacation Points appurtenant to the Owner Benefutsry fZ9 Property and a0 other prop conveyed to the Trustee pursuant to this Agreement any other Ormerr naognefidary Rig t$,;b)ed for the rust oonsldered to Trust Estate and PropoAy evadable for occupancy by ! pursuant to this Agreement is W lea simple(a Agreement and as fssenration prviceduras. The Property conveyed to Ina Trustee pu 9 teasehold,if vAhIn the club Dona Kai Component$rto ResaO and is Intended to roman 1n Gib to the Trustee perpo &y,ate'sbte Underry ng rights as sot(orth DDWaratiort identified In hereinafter navbtr 9 otoe this BUegieen Vacation Club Putt Offering Statement. ent.a property 4, COMMON A88 WeNT FEES AND CLUB DUES,Purchases,as an OASher Beneficiary,agrees to pay Common Assessment Fees and Club Dues as set too to the Blvegroen Vacation Club Public Offering agrees Col aNSCOrronon expense assassmonis slsot forth In the Club By-Lem,and this paragraph. purchaser,as an Owner Benonciary, 9 pay VndaAyng Dadaratbn related to the Properly,to the orient tayar are o otter Prope in the the Common find Assessment Fee pay lvo a VeaptiOn Club the foregoing amounts shat continue regardless of the convey the oreg Entity(as hssh ,defined)such faegoing amounts related to the property at the time that the same pro due and payable. Such obligation shall Include the wigation to pay anyspedal soossmenis related to the Property,as heal as any real estate faxes attn�ratal o to the property Nigro not oihenviso Included to the Common Assessment Fees The annual Common Assessment Fses,IhduWO of ad vatorpm foal estate taxes,carenUy payable by Purchaser acq'Aing Annual Vacation cadets end a FvgTinwsharo Interest hereunder shah!equal a base amount of Three Hundred Twenty Oa7aro($320.00)plus en added amount Must to$0.045 Woo the numtW of Vacation Points appurtenant to the Ommer Beneficiary Rights herein allocated to the Purchaser,pim ad, ihrawvar,the Annual Common Assessment Fens,kxArsive 0f taxes,orrery payable bye Purchaser aoquling StenNat Vacation Po'nls and a Blendal Timeshare Interest then cquel a base umount of Threo ltundred TNNvnty Debora($320.00)pins an added Amount equal b$0.0225 times the number of Vacation Points oppurtonant to the owner BeneWory Rtghls hoWo allocated 10 the Purchaser, Each PurdraserlOymar awo5dary short only be assomod one base amount(aarently$320.00)annually V6t out regard Iv the number of Vacation Points allocated to such padhasedOrmer ttvifendary. The ca c rid i n of Common Asssss ikon of the number of V8falion Writs Attached In Owner F�dhbfi 8 of the Pubto Uttering Statement and is calculated by camps Beneficiary Rights allocated Purchaser us fats herern compared to the total number of WC1115 ah Pants allocated to at Amer SenoficaaAea area'- F„a»,�,_� FNP4r0IR012 �u�� Regular Contract vAth'n Purchasers respective Common Assessment Feo method group. This Allocation may alter H addnlonal or less Common Assessment Fees are needed because,for exampio,Component Silo fees of taxes increase m decrease.Bluegroan Vacalbn Club.Ina has the right, pursuant to the Club By-laws,to Increase or decrease such Corrvnon Assessment Fees from tlrno to fine. In the event Purchaser Is already an Owner Beneficiary at the lme of execution of this Agreement.Purchaser agrees to have the Annual common Assessment Foas determined in We same manner as to all of the Vacation Points allocated to Purchaser,vMether arloraled prevousy or hereunder.The Annual Common Assessment Fees due annually on the first day of the respective Purchaser's Owner Use Year. Purchaser whll be Wed a fewi days after dosing for the Annual Common Assessment Fees for the current year,and the month prior to the sled of the Purchaser's Owner Use Year each year thereafter. If the foregdng Annual Common Assessment Fees are not paid Men duo,default Interest plus a late fee may be charged by the Trustee,wNch dofahAt Interest to h.6%of the unpaid balance per month end which tale(ad shaft W In an amount of 656 of the amount duo or$26.00.VA*Aover to greater. Purchaser understands and agrees Net Purchaser shall be responsible for the payment of Club Dues,in addition to commas expenses and Common Assessment Fees. Club(fires are assessmonts rosutdng from the implementation of the Bluegrean Vacation Club plan end are represenloWe of o common expense atlribulablo to such Impfamentation. Club Dues ere established pursuant to the Estimated Operarrig Budget and Line Item Analysts attached in Exhibit 8 of the Wu c Offering Stalement,vAdch describes the various revenues and expenses associated YAh the operation of sluegreen Vacation Club.Club Dues for the first year of participation"to the Bluog+een Vacation Chub nwN be boiled to Purchaser a Arn days alter dosing.Thereafter,Club Dues for Al Owner nenefidades,Indhrdng Biennial Owner Benafidades,ere dueannualy on the fist day of the resped)m Purchasers Owner Use Year, Each Purc4sarlOwner Bealihdary shall only be assessed one Club Outs amount annually without regard to this number of Vacation Points eitocated to such PurchasetlOwne(BoneWory.Club Dues ere payable WOW a late(go,within 16 days after the duo date.If Club Dues are not paid within 16 days alter the due date,default interest fn the amount of 1.656 of the unpaid balance per month and a isle fed,in the amount of 6h of the amount due or$26.00,ifikkhever is greater,may he charged by the Trustee. Club Does are currency$128.10 par year()lus tax,HapplfcaW'e)and outomatkaly include Purchasers membership In the external exchange program then affiliated%%Ah afrregreen Vocation Club(whidt kxJudes the exchange program's annual reneval fee), Unless othenvlso permVed by the Florida Vacation Club Ad,as may be amended from time to face,in no avant shall Chub Dues In a given year exceed and hundred Wendy five portent(126`/0)of the Club Dues for dw prevlous year. Putc1811016 wet Only be assessed a spcdal assessmant In aocordance Will the Club Bylaws. Fe'JUne to pay Common Assessment Fees or Club Duce when due shall cause a Eon to be Sled against the Property pursuant to the Trust Agreement end Chub By-Lows. 6. PURCHASER'S ACKNOWLEDGMENTS, Purchaser 2cknold.edges by exec tbn of this Agreement that,prior to the execution of this Agreement,Purchaser has ietelved end had an opportunity to read a copy of Nor Bluegrean Vacation Club Mul"Aa PUWio 0%uing StOtem8rl end the Fxhlblts attached thereto relating to the Bluegrean Vacagoo Club,as%NvU as a copy of any appfical a exchange program documents. purchaser further adlonjadges that Purchasers use of the Accommodations and FatAtieS ere subed to the Trust Agreement end the reservation procedures and that each Owner Benowary shal have rights to costive use of the Accommoda0ons and Facirdies on a first-come- Srstsarvo basis,suNed to the home tesot priority reservaion right heid by Purchaser and certain other Owner Benefidaries. Purchaser further ockmmNedges and represents that tho Property and the rights and appurtenances described hefdn Pro being purchased for Purchasers personal use,and not for any investment pdeatial or any poss?ble coal returns,lax advantages,depredation,guaranteed buyback,Of as Purchasers principal residence,rig of which Purchaser Agrees ere not pad of the subjad transaction. Pordhaser adwm*dges that the Property as herelnabove,designated,and other real property has been or will be submitted to a timeshare reg:ma In accordance with the app5cob!o Underlying Declaration. lha Property shag be allocated voting rights,assessments and other obligations as set forth Wthin the appficaWe Underlying Dedaratron arks totaled legal documentation. Transfer to the Trustee of the Property es specified herein by Purchaser constitutes Trusted's membership N the owners assoda Wn ox s011 In respect to the Property, 6. MOD'WICATIONS AND CHANGES. Purchaser hemby aulliortzes the Devebpe+lWer ands lis eifi6ates,as the DaveloperlSeger may doom necessary,to record among the puWlo records of the counCts In which the Axanmoda0ons and FaaTNos contained WiftIn the Trust Estate may be located,such documents,Instruments and exhibits as ere required to be filed under the laws of the slate of Florida,or other appttab!e state,in order to create and maintain the Accornmodatlons and Fadrdies pursuant to Fbrda laws,or other applcabo state inv, Including but not longed to the Fiorida Timeshare Ad. Dava". ilse:er reserves tho tight to make changes itself,or through any of its designees,to any such documents,InsWments and oxhiblis as eforesald,or as DovoloperfSetlet,governmental auftrities Wag)umd'dion over any of the Accommodations end Fadftios,or the We Insurance oompanY may require or deem necessary,provided the changes do not malortaily and adversely,alter purchaser's rights as an Owner Beneficiary. 1, FINANCED PURCHASE, if Purchaser desires purchaso money Snancirg in connection vAth Via transaction contemplated hereunder,a ban application t%vl be completed and suixnitlad by Purchaser as part of this Agreement. In such event th's Agreement Shall be conl'ngenl upon Purchaser obto!eng a ban ectutvalonl to a commitment for the amount spcdfied In the face of this Agreement. If the Purchaser fails to quaW for purchase money financing,this Agreement is null and void and of moneys field by Purchaser will be refunded. Purchaser ackn Wedges any such loan shag iequ a,Trustee to oxtcuto,grant,and dower a morigags or an egWvalent kuWment encumbering the Property(tho'Morigage")to DeveloperlSoUer or Lender or theli designee on behalf of Purchaser,W*h M,orlgage shall provide the Propertyas cofaleret for such loan,and to the extent that the Trustee Is required by DevebperlSoger of Leader to execute,such Mortgage,Purchaser hereby directs and authorizes the Trustee to execute,grant,crud dolva1 such Mortgage.Purchaser shag deWof to Developer/Seller or Lender a Promissory Note(thre Note)(together yA h the Mortgage executed by Trustee and such security Instruments requested by DoveloperiSeller Or Lander)for the balance of the Purchase Price H such Is not paid for fully,at dosing,in cash or codified funds.PurchasAr 201805 to provide a seuafly instrument,hndtuCng a UCC 6nandng statement,to DevekpefMeltor,tender,or their designee And their respecuv&assignees, respedting Purchasers Ow,nar ttarteWary Rights,lneruu'ag appurtenant Vacation Points.d requested to do so in connection vAth any such purchase money financing.Trustee shah not he gable ortesponslbb for payment of any Mortgage executed by Trustee on behalf of Purchaser nor shag Trustee assume any such Mortgage upon its acceptance of thlo to the Property. Developerl3etter and Lander rosorve the tight to charge Purchaser a(eaaeneb!e(9e fer swvioos performed by or on behalf of OevebperlSo!fer or lender to connection with this ban, Inducing but not Wren ted to services such as provldxxg A payment Mslory or coples of statemanis to Purchaser,ale. Upon repayment In fug of such purchase money ban,Purchaser shall pay to DaveloperlSo3w or Lender the stlpulaled cost of$26 for a ban payoff processing fee.In no event shag the interest late charged in connection vht h the purchase money financing exceed the maximum Interest tale permitted by applicabio law. 8. CLOSING AND TITLE. Purchaser shall execute any necessary documents In the form supplied by Deva!opedSellor as relates to oho property and this transaction prior to dosing and pay el dostng costs sot forth above. Trustee shall be deaered at closing on behalf of Purchaser a Deed conveying to it red simple 00(a ttesdhad GSA,H srilMn the Crub Pea Kai Component Site flown)In the Property free and dear of of encumbrances except cond;Uons,6mx'totbns,zoning and easements of record el the time of dosing,the terms and condirlons of the Underlyng Dedaa on and taxes(or the then anent and all subsequent years, purchaser agrees that helshe shall be obNaltd to keep current such purchase money financing as is owed In respect to cis acquisition of the Property and Purchaser accnaryedges that any faA'ure by Priullasof to do so may result in the deletion,cancellation or suspension of Purchaser from the Bluegrean Vacation Club. Al dosing, DoveloperlSeller may deWof to Putth390f a cerlficato or Other evidence of the transactions sat out herein a$(Plain to the Property,Owner Beneficiary Rights and appurtenant Vacation points. Closing vAll be on such dale and at such place as Is specified b/DeveloperlSaller or It may be by mail,If ovkAzed by DaveloperlSeger,estimated to be ne later than al+tety,(90)days from the data of this Agreement,or the completion of the Property,whldtovef occure last All representations,duties,Obligations and agmsmonis of the Purchaser under the terms end conditions of this Agreement shag survive the Closing.Trustee may deliver a Mortgage to DavebporlSet!er,Lender,or their dea,'gmee in is sped to the Property at dosing,provided such Mad9figo Is Wed to the Purchasers loan and such creates no liablity to the Trustee other :tMtrn3 700 to� FNatN111012 Regular Contract than rocourss to the Property. As used heroin,dosing shag mean delivery of deod and banter to the Trustee. Pursuant b the terms of the Trust Agreement,the conveyance,of the Properly to the Trustee w71 be subject to the foregoing Mortgage granted by Trustee on behalf of Purchaser,provldad that Tr rtes shalt not assume any Sablaly therefor, 11 shaft be Purchaser's oblga4on to mamlaln all payments on No Nola nod to assure porfonnoom Willis hfatgage,indvirrg a9 terms,cond tons and covenants thereof.Please refu to Section Ilt.g.0 of tha Text of the MuftMo PubEv Offering Statement for a tilt description of the status of We of The Acwmrnodellons and Fac'G6es In the Sluegreen Vacation Club. 0. REFUND PRIVILEGES. in the event Purchaser cancels Bus Agmemeni during the applicabo cancellation period,Deve;"08e11of(o Lender acting in fieu thereof)YM refund to De Purchaser the total amount of a9 payments made by the Poichoser under Ws Agreemem, Wooed by the proportions of any Contract Denefis the Purchaser has squatty revolved prior to the effective date of the cancellation. Such Contract Denefds shag Mode.but not bo Dmded lo,(a)the salvo of ills materials delivered to Putchaser-hereby 49pvisted to be no more then Ievontyfive donors($70.00)-exciushro of the Mull Re Pub&o Offering Statement end other documents roqu'ted 10 bO provided to Purchaser under app6caAe Florida law,and not returned by the Purchaser to the Dayu•IopedUlu In satisfactory coed%",reasonable wear and tear excepted and(b)H the PureNser has used or oowpted any Ok"reon Vacation Club Component time resod for Mora than 12 hours prior to de5vadng a notice of Cancellation in accordance w;th{he provision hereof,a reasonable ooapancy charge equal to the fair market rdghdy rental halo hdreby sdpvlated to be not loss than one hundred fifty dollars($160M)per night plus the cos(for damages,H any,to the opp!kaNa Component Site resort dredy akdbtdaGe to the Purchasers use or oacupancytheroof,The refund shall but made wigntn twenty(20)days pryer Bhegreen's receipt and acceptence,of the notice of cancogation,or within into(6)days of receipt of funds from the Purchasers delisted check, Yddchavef Is later. 10. PURCHASER'S BREACH/DEFAULT.Ttmo Is of the essence of this Agreomanl,exceAwhere otherwise speci6cedy provided for herein. After exp+aglloo of the spocaMe cancellation period,fagure to close after demand or to moke payments vri!hia the 6419 Provided for herein,or (alum to comply VIM any of the provaions of ft's Agreement,shag be cunsWered a breach of this Agreement and 0 sums paid by Purchaser hereunder shall be retained by the Dave"d$e0w(or LoMgi)as liquidated end agreed damages and not as a penalty. In addition,any lormhhatlon of this Agreement as a result of Purchaser's brencWt olauti of Orly provisions horoin shad not 10:10vo Purchaser of any obligations as may be owed to UavebperiSetier(or Londef)or Btuegreon Vacation Club,Inc.hereby,Indudirg without limitation,oftotlons rotating to payment or the romarning balance of the purchase price and outstanding Ctub Oues and Common Assessment Fees.Purchaser sha`l be 6abte for IkvOopor/,%tier's reasonable attorneys fees and costs Incurred by If by virtue of any r0galion as to the parties'rights hereunder ff the DovOoperl$der Is the prayaWV P>ady. Purchaser acX=y'.edgos end agrees that in the event Bluegrean Vacation Club,inc. (or the Vacation Club Manogtng Emily). refers Prurdiaser's outstanding Club Dues and/or Common Assessment Felts acoount(s)(Or coaec6vn,Purchaser shall also be obrgated to pay,in eddklon to the Principal amount awed by Purchaser hereunder In rasped thereto,wits and ca'ectlon teas In tho ma)dnWm amount permitted by taw. Purchaser agrees to defend and indemnq Developor/Seaer(and Lender) against all claims of real estate brokers or sates personnel due to acts of Purchaser or Purchaser's representatives,other than brokers or sates peusomel employed by the Dovelopef/Setto(and Lender). it, RADON OAS. Radon is naturally occurring radioactive use that,when it has accumulated In a building In sufficient quantMos, may present health risks to Parsons who pro exposed to 11 over a period of Umo. Loyola at radon that exceed federal and state guldetlnes have been found In buRdfngs in Florlda and other stalos. Additional 100(matlon regarding radon and radon testing may be obtained from your Count'publio Health Unit The Foregoing no0oo k provided In order to oompy with stale law and Is for Informalim I purposes only. Developer/Seller does not conduct radon lostirg with respect to any Accommodations In any Component Site resat end spec ficeiy tasdetms any and OR representations or warmnfes as to the absence of radon gas of radon producing conditions In connetxlon%%M any Component She resort. IZ. 131,UEGREEN VACATION CLUB MEMBERSHIP, Purchaser ad mylodges ftl as an Winer 0011e6031,he/she%91 be a Class A MOmbor of tie Bluegreen Veca6On Club,InOv,a Ffaida nowpfofit corporation, Purchaset agrees to be bound by the Articles of lncomma6on and By-Loyea,together with all 10.43 and legurat'ons as may be adopted from lima to Omo by Blvegreen VMOA Club. Class A Membersh'p and the voting rights related Ihefolo are not separable(tarn tamer Darolidary Rights. 13, INCORPORATION OF TRUST AOREEMENT.Tho parties hereto agree that the terms of the Trust Agreement ate irimpo sled horelo by this fereronco, The parties hereto further agree that fie Trust Agreement may be amended,from I-ano to Vme.Pursuant to Ills forms of paragraph 10A of suchTnrstAgreemen6 14. ADDITIONS TO,DELETIONS FROM,AND SUBSTITUTIONS OF TRUST ESTATE, DoveWper/Sayer is au0horbcd and empowered To add to%a Trust Estate additional Accornmodalions and Facilities,as it may,In its ids dilic(OWn,datefmtna from time to gmo. n Trust addt!ons shag bo made pursuant to the forms of tho Trust Agreement. Deletions of Aocommodallons and FadWes wmprising Estate may Dear as a result of dCOtlon by casualty,de!et!en by enl!wl domain,or outometk dofegon,ail as further sat forth in the Trust Agreement.Deletions of COMPOrlent$40 may OWK as a roult of automa5--delelim as furthar set(90 In ft Trust Agreement in the event all or any portion of the Trust Estate is deleted from the Trust,a stdfiotenl number of Owner Beneficiaries of the Trust V.1 also be deleted so a a to maintain no greater then a One-to-Ono Omer Beneficiary to Accommodation Rabb. Dololl"shall comply with the terms of the Trust Agieement. upon an Owner Beneficiary defau"on his or her Owner Mrieficiary Obfgavons,the Trustee may delete and cancel such Ofinef Benefdary as a Bea Wary under the Trust Agreement subjed to the terms of The Trust Agreement sod compliance with the lodwovt rules of F.S.§721.13(9).Upon such deletion,the Trustee rha9 part"pursuant to the forms of the Trust Agreement. Nerlher the Tfuslee nor any Benowary shall W outhooed to make any subs"luorss to any of the Trust E610to,except(or raplacamente as provided above or except as mayOthowlse be pormkted pursuant to F.S.Ch.721. 16, DELETION,CANCELLATION OR SUSPENSION OF PURCHASER. If Purchaser dofau'1s in his of hag tamer Benefdary Oblgations, the Purchaser may be deleted,suspended or cancelled as a Beneficiary under the Trust Agreement pursuant to the terms of the Trust Agreemeni,the By-laws of the Club end sub eq to compliance with the lockrovl rules of F.S.§721,13(8);provided,however,before a ny such de%bon,cancellation or suspension,Purchaser shall be enteed to the rights as set forth in Oho(oakout odes of F.S,5721.13(0)end In the Trust Agreement arid By-Laws of 09 Club,Including the rght to pro such defav. 1s. VACATION POINTS. The number of Vacation Ports authorizing use of Accommodations and FadWes writhln the Bluegreen Vece0w Club Trust outstandng and allocated to IndWdual purchasers who are members of rho Club sho'l at ag tines correspond equally to(or an amount Isis than)uhe actual Vacation Point Value of Acoemrrsodatons and F060%s ownWrold by the Trustee. F.ach time an Omer BoneWary is added(guosrgh Issuance of Amer Beneficiary Rights and appurtenant Vacation Points Pursuant to a Btuegfeen Omer Uanefidary Agreement entered into by DoveiopodSe!!er),(7 Developed80110 or its affiWo shall oomay to the Trustee an addl oral Resort Intolot equivalent In Vacation Points vales as has been provldcd to the incoming Purchaser Of 09 the Incer"Purchaser shag comas 10 the Trustee his ocher Resort Interest equivalent in Vacation Paints as has been pmmW to the Incoming Purchaser.Vacation Points and Class A Alembarship in the Club era not separabio from Ouster Benefidory Rights. 17, ESTABL1sHmeNT OF VACATION POINT VALUE. Dcwpency o)Aommmodatlom wflhln BkwWeen Vacagolh Club Trust Ls based upon Vacalfoo Points. The minimum number of Vacation POW$presently required to be agocaied to any one Purchaser Is 3,000.The allotlod use, atbeation of each Vatatlon Point was kwTiaAy 0steb.shod ate$1.001,so valuation par Vocation Point,which arocawn relates to a balandrig of demand for requested o9cupaney with a delemYned number of Vacation Points equating lO a dally M. Such valuation Is for domonslrolivo use purposes only and Vacation Prints hovu no hhdepeodont cash or other monetary value.Dovaloper/Sellor reserves Ito right to[mass*or um.,n>e FN441010012 7 Regular Contact decrease such use allocation,from time to time,as detarminEd by Davaloper/Se'ler In is sots,discretfon. Each Resort Interest made a part of the Btuegreen Vacation Club%vil be assigned a Vocation Point use value. The number of Vacation Points a+located to a Purchaser will delearMo afikh Acoommodalksns or FacRides,and at which times of the year,such may be reserved and occupied by Purchaser or any other Owner Beneficiary, to oslab:isbing the Vacation Point value of each Amomrnodallon,DeveloperlSeVv chili take into amount the fecarlon and sAWpaled relative use demand at each Component Sit*the(the,Dovelopef/Seller intends to offer to the Tnrslee as a part of the Btuegreen Vaoalon Club Trust,and Oavek>per/Seltr shelf use its best efforts,In good faith and based upon all reasonably ova able evidemco umdor The circumstances,to further the best interests of s,4 Purchasers of the Btuogreen Vacat on Club as a whole vAMh rasped 10 the opportunity to use and en)ey the Accommodations and Facilities of the BWegreen Vocallon Club Trust. The Vacation Point value may be periodically adjusted from tuna to tine in order to respond to actual Purchaser use pattern and changes In Purchaser use demands for the Accommodations wdsft at that time vAhtn the Bluegreen Vacation Club Trust. I& SAVING AND BORROWING OF VACATION POINTS. Pufellesers vAM be 9U%,ad to save Vacal)on POWs from their curheni Omar Use Year tot use in the noxt sumeeding Owner Use Year and bwrovr Vacation Points from that next succeeding Owner Use Year(of use In the current Owner Use Year In amerdance with the Club rules on saving and borrovlmg,es such may exist from time to time,IcKkK Vg the roll%*igg if required by The Vacation Club Managing Entity,Purchasers must pay all Club Dues and Common Assessment Fees attribulabio to ail saved or bwoewOd Vocation Points. The rules on saving and borrowing may roquim that Purchasers nouy the Vacation Club Managing En[ty in wrtitg prior to the termination of the Owner Use Year for which Purchaser desires to revs Vacation Pants. tl Purchaser faits to provide any such mqulmd notice all unused Vacation Points for that Omher Use Yea(shel exptro upon expiration of such Owns(Use Year. Vacation Points that are property borrowed but not used In Me current O,mo(Use Year may be saved H permitted by the Vacation Club Managing Entity.The rotes on saving and borrowing may also require that Purchasers no*the Vacation Club Managing Entity In WOnng prior to Ire commencement of Mu Owner Use Year for VAdch Purchaser destras to borrow Vacallon Points, Vacation Points that are property bonrnved but not used IA the current Ovine(Use Year shall expiry upon axphallon of the turrsnl 0.wner Use Year and cannot be re-botrowed of saved.Sating and borrasing may be Fm ted,on an annual basis,to a percentage determined,from time to fire,by the Vacation Club Managing EMIty,%vines decision to oulhonice saving and borrowing vat be based upon anticipated relative use demand of each Component Site. The rubs regarding saving and borrovArg will be exercised by the Vacation Club Managing Entry in good faith and based upon all reasonably avahablo evidence under fine circumstances vnith the oigocove.to further the best interest of the Purchasers of this akiegceen Vacation Club Trust as a Wihole Wqh reseed to their oPpoduroiy to use and enjoy the Ammunodstions and Fea'tdies of the Plan. The rules may provkte that any saving and borrmAng may be subject to a charge. ig. NON•TRANSFERABiLITY OF VACATION POINTS. Vacation Pofnf$are not separable from Owner Benafidary Rights a(d wh9 not be transferable from one Ownor Beneficiary to another so as to auhhodze increased year to year usage.A8 Ownef Benefidades are subject l0 the By-Lairs of the Club. In addition,as further set forth in the(a)d of she MuUske Pubb Offer!"Statement and the Club By-Laws,certain benefits and faolieos of"Plan Including,Without FrOallon,mtmise(shup in the Bhneill VIP Program,%,hother Best o(E_NhancedRiaveter Plus Membership,are personal to each Usner Beneficiary and ate not assgnabie or transferable,unless such transfer is fa Waled by the Dave,*wr/Se1*or its authorized agents. 20. RESERVATION GUIDELINES.The Vacation Club Managing Entity shall establish,Bomtrnetotima,reservetionguidermas and Arts and regulations%vhIch shall be blodrg upon the Purchaser and ail otter Owner Beneficiaries. Such teservaVoo gudel'inos and rules and regulations may establish the nighty minimum baste for use of Accommodafis and Facilities,weekend and WAAy use of Amommodattns and Facilities,spgt-%vek teservaSoas regarding Accomnodations acrd Facades,and bonus,Bme use of Accommodations and Facilities. 21. CONVERTING MEMBER RIGHTS. Pu(choser acknavAedges ghat line Club includes Converting,OsNwr Beneficlades (Converting Members)who are,Muse vAu held tUs to a Resort Interest prior to Mek converting into membership cancan the B"men Vacation Club. Rights or Converting Members are sat forth In the Bytahvs of the Club. 22, PRE•AUTHORIZEO CHECK PLAN. Purchasers vAo onto!in The Pra-Atihoraed Check Plan{'PAC Plan)(a)autlurize the wflhdrawal, by debit entry or olh;vAse,from a deposlory amount specified by Purchaser(MU'Aomunr),amounts on Mo mcutring dotes each month su i Went to make payments required under this Agfeemord andlor the Note rmrilernplated hereunder and(b)acknowledge end agree that the terms and conditions respecting the PAC Plan as sot forth in fine Note and Mo PAC Plan Ageement etc InWrporal ed herein by this reference. 23.CONSTRUCTION OF SUBJECT PROPERTY AND AMENITIES, If Mu subject Property Is not complete,H Is antidpaled that H will be complete by the dale estimated lot In;tW Possible,occupancyj prow,ded,twvever,in any event bavoloperfSet!er shall complete,the uwb,ed Property within two(2)years of the dale this Agreement fs signed ly/Purchaser,subjed only to delays caused by Ads of God,strikes,malarial shortages or Miner c«a*m beyond the neveiopeNSeilee$control which consfituio impossitfy of DevelopertfSeller s petfanmance under the late of the state in vi h dh the Property Is located. As of the dale of this Agreement,certain ameaiies to be oomPloled by the DevecopedSaNer may not have been completed. To the extent such amenities are Identified in Mrs cunent Btuegreen Vacation Club Mute Public Offering Statement as being not yet lad,The Devetpar/Se4er estimates teat such amenities w ll be completed within hvo(2)years of the date this Agreement is signed by Porchasof,subject to delays caused by ads of God or other WndtbWna Of drcumslencas beyond the teasonabro control of Develoopet/Seller. Otherwise,the recreational 10OVes and emeAr'h'es located In the Uivag an Vecatiah Club Canponor 1 Silo Resorts are complale and available nor use. 24. NO ORAL OR WRITTEN REPRESENTATIONS,WARRANTIES.The parties hereto agree that this Agreement,along with the documents referred to herein,and the only agreements and disclosures behhean Mhem.Purchaser should not rely upon any represenlettns,Olaf or written. witch are not herein set forth. This Agreement W71 become efrodive and biding upon the parties hereto when signed by Purchaser In the space provided heap and fete wed and accepted by DevetoperlSelkr. Except as othm. 4se provided by law.Dev0"r/SaOer makes AS vvarrande%oxpress or Impliod,,Abatseever,regarding the property,Unfi$,Cormawn E1aments of CommOA Furnishings Indud;g but ru rvWfed to vrananties of merdhaMebifay a fitness lore particular purpow. The Muld-sae Publc Offering Statement,canon should be rohiexed by each Purchaser,proudos addcdoaal spedfcdly and oxplanallfi%iegardig tine Information set out herein and stall provide guidance In the int�rpretat on of any provisions hereof. 26. FURNISHINGS. Aflhough all model units are for display purposes only,the Property described herein shall have furniture,apptrances, cqu�pmenl and all accent fumishiings substantially similar to or of equal quality to those shmn of used in the model.Such fumish'ngs shot'bo provided by Btuegreen Interiors.LLC,a wfofy aimed subsidiary of the Davotoperf mr,The stipulated Mial Value of the furnishings nNil Vary between resorts,butts behveen approximately 211.and 4'h of the purchase price of the P(operty,and Is subject to any applicable sales tax The ovmom association at Mo respective component she rosort shat Wm such fumishrngs Of euc h stag be part of tha WnvnwA atments of the condominium,and In each case,the mvnom essodatfon shat(be responsible for MakileWing and replacing such furnishings%✓KA the Property. 20.INSULATION. Pursuant to the FTC Regulations,notice Is hereby)Ivan That each Unit vAt have blows,rigid or ball Insulation installed In all exlettr%valls to a minimum Mvcknase of OAS and ono-holf(i 1/2)iochos.which,accetding to the manufacturer,will yield an average insNation Value of at least R-6. Further,each Unit with a foored toting will have blann,rigid or ball Insulation installed In the telling to a minimum thickness of We(2)inches,which,aceodfn)to the manufacturer,%rill yield an average Insulation value of el least R-7. Purchaser understands and acMoviledges that insutallon thickness may be great$(and may vary,depending upon local w4iitons and tonstructton factors,including,but not limited te,such items as wall openings and plumbing or other sWctufes or obstruellons wilhln the MIN or celting Which displace the Insulation. Purchaser understands end agrees that the foregoing Information regarding the R•Value of --Molasulation is uponlnformation suppled bytue InsutatontnstaBel,end DaVelopel/SoMer makes no representations or hvafranty regarding same. 27. M(SCELLMEOUS, The terms and provisions hereof shag be deemed independent and severable,and the InvaWdy of anyone provision of portion thereof shelf not affect the vaWilyor enIO(ceaN?fYOl Ony(Ah(lf P10"ISIOn hereof. 0�3—i n,nu FN01(o1r2012 Regular Contract (a) BINDING EFFECT.'nits Agoonient Is bM,'Pg opon the pa&a3 Mielo,and theirbeirs,legal represenlailveS,Successors and assigns. Tide Agreement repiosenls the entire agreement between the paNes hereto and may any be amended at rrrodiisd by en Instrument In wrong between the ponies, lids Agreement shall be construed In ecm dance vAh the laws of the State of Florida or elsewhere and sh'a't not be remrded, The recording of this Agreement by the Purchaser shall be mnstdered a thmach of this Agreement and,U Pwchasor records this Agreement,It may terminate at Deve"11SONeg option (b} DEFIMTIONS. The copl4alized terms used hot*shag be given the meardngs as preschbod to Item y,NA the Bkregreon Vacant Club Pubrlo Offering statement and the Trust Agreement and,If not defamed therein,shag be given%a meanlogs as ptorded for in F.S. Chaplet 721.If a term used herein Is not deMod as aforesaid,then tho lean 910 be given its normal and customary meankV. (c) NOTICES. Any n90w to be liven under lhls Agreement sha4 be du'y given to the last knave address of the Purchaser by regular certified mail,return receipt requested,and Wvl bo offeays,three(3)days after pladng the same In the U.S.Mal,postago prepaid Any noke to be given under this Agroomenl to the DaveloperdSeller shall be given by certNti mail,retum recetp)requested,at the address set forth herelnabove,unless the purchaser Is notified In vmling of an atlemative address.By exetutlon of lids Agreement,Purchaser agrees to receive future solidtalfons at the addresalphono number(s)given above from DevebpodWilr and its Writes(ncfuding.vffl ml limitation,Erimre Rewards,Ina.and Great Vacation Daefnatloris,Inc)for theb products and servlms,IndudVtg vnOwut Gmtlatton,sot c;lalton by max,emall,fax, and tefepfiana lirtdudng by automatic darkV equlprnent and(or prerecorded(flessages). (d) FURTHER DESCPJPTION OF PROPERTY, The parties hereto trckrrawfedga and agree that IN Property to be conveyed hereunder is more apedficany sal forth In the warranty deed rnrwayi g the Property to the Trustee as agent for Purc)iasor,a copy of which ml be provided to the PufcNwf and terms of which are hrmrporotcd heroin by this refilmil o. (e) OFAC COMPLIANCE.Purchaser vrarmnis and represents to DevetopartSager that Purchaser is not,and$11811 not become,a person or on*with%shorn Davoloperdsa8er 13 re5V4od from doing business Wien under reguhilbns of Oo Deparbnenl of 7nessury Office of Foreign Asset Control COFAC).Such representation sha!)lrickrds,but not be Braked to persons or entities named on OFACs Speda%y Designated Est ancVer UWixf Parsons list,or under any slalvta,exomWe order 6 n9.but rot firri:!ed lo,the September 24,2001,Fxeculivo Order Blocking Properly and Prohilifdng Transactions Writ Persons Who Comrlvl,11n eatem to Comm:T,w SupportTenorism);or,other governmental action. purchaser further warrants and ropresenls that H Is not and shall riot engage M any dealings or transaction or be oherwiso assodaled with such persons or entities prohibited by OFAC regulation. (t) &Wetfoans with Disabilities ct. Cenah Aemmmodations located Mjbin the Comiworil%a reso fs will be designed for and equipped width hencilcapped foditios,as set forth and depicted more parOcularfy in the Undurtyfng Declaration and the okNbls thereto. DeveloperAdeFer has edv sect Purchaser v tarter Oro Propery Thal Purchaser Is acgeiiirg hem"er is or Wzl be equipped Win such fadfitiea, (g) Mold Otsataime[. Mold Is found both Indoors and outdoors.The presence or mold may cause property damago or heakh problems. AdOonal information regarding lucid and a mold inspection may be obtained from your county public hoahh and or a prolo Donal tratnad ht that fAid,The faegofag notlea Is provxfed in order to comply wM state law and is for Inlon no0onal purposes only. Devaloper)Sorer does not con4vo motd Inspection vilth respect to any Accornmodaions In any Component Silo Town.and $PWfca8y d'sdatms any and au representations orvrorran0es as to the obsance of mold In oonno Xw Oiera+elh. (h) Florida Construotion Qlaoloauro. CHAPTER 658,FLORIDA STATUTES,CONTAINS IMPORTANT REOUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY BRING ANY LEGAL ACTION FOR AN ALLEGED CONSTRUCTION DEFECT IN YOUR UNIT, CONDOMINIUM,OR INTEREST THEREIN. SIXTY DAYS BEFORE YOU BRING ANY LEGAL ACTION,YOU MUST DELIVER TO THE DEVELOPERISELLER,A WHITEN NOTICE REFERRING TO CHAPTER 558 OF ANY CONSTRUCTION CONDITIONS YOU ALLEOE ARE DEFECTIVE AND PROVIDE SUCH PERSON THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS AND TO CONSIDER MAKING AN OFFER TO REPAIR OR PAY FOR THE ALLEGED CONSTRUCTION DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER/M ICH MAY BE MADE, THERE ARF.STRICT DEADLINES AND PROCEDURES UNDER FLORIDA IAW WHICH MUST BE METAND FOLLOWED TO PROTECT YOUR INTERESTS. 28,MANAOEMENT AGREEMENT,BluegrnenVtrwtionCiob,lnc,hasenteredlntoeManagemantAgrocmantw<thBlaegraenRasorts Management,Ina.(Cie Wecoogn Club Managing EaM for the,management of the O.Vegreen Vacation Club Mvf&Seto Umshate pian.The initial term of the Club Management Agreement Yea%Ouao(3)years canmendng May 15,1994.The Club f tanagement Agreement,pursuant to Section 4 O)ereof,was automatically renewed formu o$$ive Ouse(3)year pstlods,Ore moat recent of width wry expire on P48y 16,2009. lire Ctub Management Agreement Wll continua to be avtomatoaly rwrawed for sumesshro three(3}year forms utdass termUrated by edgier party pvrsvml to hs terms.Purchaser underelarxds that rho VacoUon Club Managing EirvTy is on affiliato of the Oevel0per1S0ibr and that management fees arc paid to the Vacation Club Managing Entity for management Of the Nan pursuant to tits Club Management Agreement 29.For the purpose of Ad Val era m As a assntonI,Taxelion and Spa clot Ass assmonIs,the Vaaatlon Club Managing Entity will be considered the taxpayer as your agent puts uanI to F.S.6192.037, 30.Accommodations and Faciliiss may be added to Uds Multi-Site Vile aIon Plan without the consent of the Purchasers. The addition of AccOmmodotiona and Facilities to this Plan may result In the addition of new Purchasers who will compete with existing Purchasers in making reaervallons for the use of available Accommodations and Facilities within the Plan,and may also result In an Increase in the Annual Assessment agalnst PurcfraSers for Common Expenses. For more complote details,pleaso reforto Section IILA•B of the Text of the MulltSito Pubilo Offering Statement, 31.The Developer is required to provide the Vacation Club Managing Entity with a copy of file approved Multi-Site Public Offering Statement Text and Exhibits filed with the Division and any approved amendments(hereto,and any other Component Site documents as described in F.S.§§721,07 or 721.65,that are not requited to be filed with the D)vislon,to be maintained by the Vacation Club Managing Entity for Inspection as part of the books and records of the Aiuegreen Vacation Club MufUaito Vacation plan. 32.Any roasts of this Timeshare Interest must be accompanied by certain disclosures in accordance with F.S, §7211.066, x„ra,r fhOlN111a I7 Regular Contract AMENDMENT TO THE PLANNED UNIT DEVELOPMENT (PUD) & SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE INNSBRUCK INN TIMESHARE LODGE PROJECT THIS AMENDED PLANNED UNIT DEVELOPMENT (PUD) & SUBDIVISION IMPROVEMENTS AGREEMENT (this "Agreement") is made this _6�- day of Se.V4rALe.r , 2012, between INNSBRUCK SUITES INVESTMENTS, LLC (the "O ewn r"), and THE CITY OF ASPEN, a municipal corporation(the "City"). RECITALS: WHEREAS, the Owner owns that certain real property (the "Property") known as the Innsbruck Inn Timeshare Lodge/PUD located at 233 West Main Street in the City of Aspen, County of Pitkin, legally described as: Lots A, B, C, D, and E, Block 52, City and Townsite of Aspen, County of Pitkin, State of Colorado; and, WHEREAS, pursuant to Ordinance No. 32, Series of 2004 ("Ordinance"), the City Council granted Minor Planned Unit Development, Subdivision, Timeshare, and Lodge Preservation and Affordable Housing GMQS Exemptions approval for the Project; and, WHEREAS, pursuant to Resolution No. 4, Series of 2005 ("Resolution"), the Historic Preservation Commission("HPC") granted Final Development Plan approval; and, WHEREAS,the Property was remodeled and expanded from thirty-three lodge rooms to seventeen (17) timeshare lodge units (with twelve (12) time-span estates per timeshare lodge unit) providing up to thirty-seven (37) lodging bedrooms/units through lock-off capabilities; the remodeled and expanded timeshare lodge also included one two-bedroom deed restricted employee dwelling unit; WHEREAS, the SUBDIVISION IMPROVEMENTS AGREEMENT for the INNSBRUCK INN TIMESHARE LODGE/PUD was recorded on the 30th day of March, 2005 at Reception No. 508441; and, WHEREAS, with Owner's consent, a potential purchaser of unsold interests has requested and obtained approval of an Insubstantial Amendment to the PUD to allow smaller fractional interests/time-span estates per timeshare lodge unit to be sold. RECEPTION#: 592494, 09/24/2012 at 03:11:14 PM, 1 OF 3, R $21.00 Doc Code AMENDMENT Janice K. Vos Caudill, Pitkin County, CO { Innsbruck Inn Timeshare Lodge Amended PUD&Subdivision Improvements Agreement Page 2 of 3 NOW, THEREFORE, the undersigned hereby resolve to amend the PLANNED UNIT DEVELOPMENT (PUD) & SUBDIVISION IMPROVEMENTS AGREEMENT for the INNSBURCK INN TIMESHARE LODGE/PUD PROJECT as follows: 1. The phrase "with twelve (12) estates per unit" located in the sixth bullet point of the second WHEREAS statement is hereby revised to say "with not less than twelve (12) time-span estates per timeshare lodge unit." 2. The last sentence in Section 4q that currently states, "Owner has the right to sell twelve (12) timeshare estates per unit" is hereby revised to state that, "Owner has the right to sell at least twelve (12) time-span estates per timeshare lodge unit." 3. Section 9,Notices, is hereby revised such that Notices to the Owner shall be sent as follows: To the Owner: Innsbruck Suites Investments, LLC Attn: William Guth 233 West Main Street Aspen, CO 81611 With a copy to: J. Bart Johnson, Esq. c/o Waas Campbell Rivera Johnson& Velasquez LLP 420 East Main Street, Suite 210 Aspen, CO 81611 4. The following paragraph is hereby added to the Agreement: The parties acknowledge the following approvals are no longer of any force or effect and have been superseded and replaced by subsequent approvals granted by the City: (1) Aspen Planning and Zoning Commission Resolution 20, Series of 2002, recorded at Reception No. 469514 of the Pitkin County Records; and (2) Aspen Historic Preservation Commission Resolution No. 25, Series of 2002, recorded as Reception No. 470111 of the Pitkin County Records. 5. The following paragraph is hereby added to the Agreement: Pursuant to Section 26.590.080 of the Aspen Municipal Code, Owner shall obtain and maintain at all times a business/sales tax license and shall comply with all applicable sales, use, lodging, real estate transfer or other taxes. With regard to real estate transfer taxes, the Owner acknowledges that any transfer or assignment of an interest in a unit is subject to the real estate transfer tax. Owner, for any transfer or assignment to which the Owner or any corporate, trust or other entity affiliate of Owner is a party, shall be required to record in the real property records of Pitkin County a certification of transfer or other appropriate document acknowledging any sale or other assignment of interest in a particular unit and the grantee of the transfer or assignment shall pay the real estate transfer tax associated with such transfer or assignment. 6. The provisions of this Amendment shall run with and constitute a burden on the land on which the Project is located and shall be binding on and inure to the benefit of the Owner's and the City's successors, personal representatives and assigns. r Innsbruck Inn Timeshare Lodge Amended PUD&Subdivision Improvements Agreement Page 3 of 3 ATTEST: THE CITY OF ASPEN, a municipal corporation Kathryn S. ch, City Clerk Michael C. Ireland, Mayor APPROVED AS TO FORM: Jim True, City Attorney OWNER: INNSBRUCK SUITES INVESTMENTS, LLC By. 2 Wi Guth, Auth ed Representative JAS E c W STATE OF COLORADO )ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this day of Vp-i gML1°i1r, 2012, by Michael C. Ireland, Mayor, and Kathryn S. Koch, City Clerk! I Witness my hand and official seal. My commission expires: Not Public - pp CAITLIN STROTHER DOYLE STATE OF CO�OYY ) NOTARY PUBLIC STATE OF COLORADO )ss. NOTARY ID 20124057288 COUNTY OF ) MY COMMISSION EXPIRES SEPT.4,2016 The foregoing instrument was acknowledged before me this day of eYh1 b1?✓ , 2012, by William Guth, as authorized representative of Innsbruck Suites Investments, LLC. Witness my hand and official seal. My commission expires: 0°! No � tary Public 4 ' A A S LAND PLANNING s August 8,2012 Ms. Jennifer Phelan, Deputy Director Aspen Community Development Department 130 South Galena Street Aspen,CO 81611 RE: Insubstantial Amendment to the Innsbruck PUD Dear Jennifer: Please consider this letter and the attached exhibits to represent a formal request for approval of an Insubstantial Amendment to the Innsbruck PUD and its associated PUD/Subdivision Improvements Agreement. The Innsbruck is located at 233 West Main Street and the property is legally described as Lots A, B, C, D, and E, Block 52, City and Townsite of Aspen. The applicant, Bluegreen Vacations Unlimited, Inc., is seeking to amend the PUD to allow the fractions of ownership to be divided into smaller fractions of time, in order to enable lower buy-in prices, to encourage greater occupancy and turnover rates, and to promote an increase in so-called"new trials" to Aspen. The Innsbruck was approved for an expansion and remodel in 2004 pursuant to Ordinance No. 32, Series of 2004. The project was approved as a timeshare development consisting of seventeen (17) lodging units with each divided into one-twelfth (1/12) fractional ownership interests. The proposed amendment to the Final PUD Plan would allow for smaller fractional interests/time-span estates per timeshare lodge unit to be sold. No physical (interior or exterior) changes are proposed for the property or the improvements. Section 26.445.100 of the City of Aspen Land Use Code provides that, An insubstantial amendment to an approved development order for a final development plan may be authorized by the Community Development Director. Said code section enumerates the types of development activities that do not qualify as insubstantial. That is, the way the applicable provisions are drafted, if a development activity does not result in a "yes" answer to any of these nine • 201 N. MILL STREET, SUITE 108 ASPEN, COLORADO • 8161 1 • PHONE: (970) 925-7819 FAX: (970) 925-7395 4 standards, the proposed amendment is considered insubstantial and can be approved administratively by the Community Development Director (CDD). The standards of Code Section 26.445.100.A are provided below in italicized text, and each is followed by a response demonstrating how the proposed amendment to the PUD qualifies as insubstantial. 1. A change in the use or character of the development. The proposed amendment will not change the use or character of the development as it will continue to be and function as a timeshare lodge, only it will have smaller fractional interests/more owners. There are no proposed physical changes to the property. 2. An increase by greater than three percent (3%) in the overall coverage of structures on the land. The proposed amendment will not increase the overall coverage of structures on the property at all. No physical changes are proposed. 3. Any amendment that substantially increases trip generation rates of the proposed development or the demand for public facilities. The amendment will have no affect on trip generation rates or the demand for public facilities as no new units are proposed. The property will continue to offer airport and local shuttle service for all owners/guests and the maximum occupancy of and trip generation caused by the lodge at any one time will not change. 4. A reduction by greater than three percent (3%) of the approved open space. The proposed amendment will not reduce the approved open space at all, as no physical changes will be made to the property. 5. A reduction by greater than one percent (1%) of the off-street parking and loading space. The proposed amendment will not reduce the off-street parking and loading space at all, as the number of units and their maximum occupancy will not change. There will be no changes to existing parking or loading spaces. 6. A reduction in required pavement widths or rights-of-way for streets and easements. Innsbruck Insubstantial PUD Amendment Page 2 � The proposed amendment will have no affect whatsoever on the required pavement widths or rights-of-way for streets and easements. 7. An increase of greater than two percent (2%) in the approved gross leasable floor area of commercial buildings. No leasable commercial space will be created by the proposed amendment. S. An increase by greater than one percent (1%) in the approved residential density of the development. The proposed amendment will not increase the approved density of the development as there will still be a total of 17 units. Only the overall number of fractional interests/owners will change, but not the number of owners/guests who can simultaneously occupy the property. As this is not a residential use/property,measures of residential density are inapplicable. 9. Any change which is inconsistent with a condition or representation of the project's original approval or which requires granting a variation from the project's approved use or dimensional requirements. The proposed amendment does not require granting a variation from the project's approved timeshare lodge use or its approved dimensional requirements. Furthermore, the proposed amendment is not inconsistent with any condition or representation from the original PUD approval that transformed the Innsbruck into a Timeshare Development. The project will continue to be and function as a timeshare lodge and no amendment of any conditions of the original approval are necessary to allow the sale of smaller fractional interests. One of the purposes the City of Aspen sought to achieve from timeshare developments was, and still is, increased vitality. As stated in Code Section 26.590.010.A, Timeshare developments can provide the opportunity for increased tourism to Aspen, can add to the level of community vitality, and can help create a more sustainable local economy. This can be established by expanding the number and variety of "hot beds" available to visitors, raising occupancy levels in the accommodations sector, and attracting "new trials" to Aspen,from persons who have not previously visited this community. Innsbruck Insubstantial PUD Amendment Page 3 . r The proposed amendment will bolster community vitality and economic sustainability by virtue of creating an increased opportunity for tourism without increasing the overall number of units or amount of existing development. The average annual occupancy rate in Aspen hotels is typically somewhere between forty and fifty percent (40-50%). By contrast and consistent with the findings of fractional ownership/timeshare development in Aspen, occupancy of Bluegreen Vacation Club resorts typically have average annual occupancy rates of approximately 80%. In other words, this fractional project can be reasonably expected to have an occupancy rate of almost double that typically experienced in local hotels. It should be noted that no new timeshare units are being created by the proposed amendment, just smaller fractions. The same type of fee simple ownership interest that has always existed at the Innsbruck will continue to be sold, although in smaller slices. The price point of these smaller shares will attract people who might not have otherwise considered Aspen as a place where owning a vacation accommodation is even possible. It is, therefore, expected that the Innsbruck will attract buyers that likely would not have otherwise considered Aspen a viable vacation destination (i.e.,more"new trials" to Aspen). The proposed smaller fractional ownership interests will help to increase occupancy rates (and, thus,vitality and economic sustainability) on a year-round basis as follows: a purchaser of a Bluegreen Vacation Club (Bluegreen) interest at the Innsbruck will have a 60-day home-resort preference to reserve a unit (approximately 11-13 months in advance) at the Innsbruck, after which the Bluegreen units at the Innsbruck would be made available to any of the more than 166,000 current Bluegreen members. In other words, the Innsbruck buyers plus the existing Bluegreen member owners represents a captive pool of nearly 170,000 new trials to Aspen. Finally, any units that go unreserved would then be made available to the general public on a walk-up basis. This higher turnover and increased overall occupancy equals "hotter" beds. Additionally, because there will be more interests conveyed and the aggregate selling price of such interests is projected to exceed the aggregate selling price of 1/12th interests, there will be a corresponding increase in real estate transfer taxes (RETT) and real property taxes paid. Furthermore, it has been demonstrated in multiple studies that people who "own" their accommodations tend to spend more money on other entertainment and attractions while on their vacations, which (especially when coupled with the high occupancy rates) translates to greater City-wide economic sustainability and improved revenue for the City. Innsbruck Insubstantial PUD Amendment Page 4 For all of these reasons, Section 26.590.060.0 of the Code states that timeshare projects that subdivide each unit into a larger number of estates are preferred to those which subdivide each unit into a smaller number of estates. Therefore, the proposed amendment is fully in keeping with codified, applicable City goals and objectives. As demonstrated above, the proposed amendment qualifies as Insubstantial while forwarding several important City goals. As such, the applicant seeks staff approval to amend the Use Plan of the Innsbruck Inn PUD to allow for additional, smaller fractional ownership interests/time-span estates within the existing supply of timeshare lodge units. It is hoped that the provided information and responses prove helpful in the review of this application. If you should have any questions or desire any additional information,please do not hesitate to contact me. Truly yours, Haas Land Planning,LLC f Mitch Haas Owner/Manager Exhibits: 1. Land Use Application Form 2. Proof of Ownership 3. Pre-application Conference Summary 4. Letter of Consent from the HOA 5. Authorization Letter 6. Fee Agreement 7. Prior Approvals 8. Draft Amendment to the SIA Innsbruck Insubstantial PUD Amendment Page 5 ' EXHIBIT ATTACHMENT 2—LAND IdiEARPLICATIQN PROJECT: Name: (' � aa i / C } Location: Z J �/ S 11' f f,in L�(1"�S -G. 1 C ;�2� Indicate street address,lot&block number, le al description where a ro riate Parcel ID#(REQUIRED) APPLICANT: - Name: a oo &' P(0 � Address: %b o !J i ' I PP f Phone#: 5561 q Y3-- 9b1];( REPRESENTATIVE: / ,,_I Name: 4o a r y �Y I coo) c Address: N 0 Phone#: o)A, - TYPE OF APPLICATION: (please check all that apply): ❑ GMQS Exemption ❑ Conceptual PUD ❑ Temporary Use ❑ GMQS Allotment p Final PUD(&PUD Amendment) ❑ Text/Map Amendment ❑ Special Review ❑ Subdivision ❑ Conceptual SPA ❑ ESA—8040 Greenline,Stream ❑ Subdivision Exemption(includes ❑ Final SPA(&SPA Margin,Hallam Lake Bluff, condominiumization) Amendment) Mountain View Plane ❑ Commercial Design Review ❑ Lot Split ❑ Small Lodge Conversion/ Expansion ❑ Residential Design Variance ❑ Lot Line Adjustment ❑ Other: ❑ Conditional Use EXIST1iN1GCONDITIONS: (description of existing buildings,uses,previous approvals,etc. Y4 j 1 dfo lc w i-W- OP J 1j > PROPOSAL: (description of proposed buildings,uses,modifications,etc. Sl,' S�rldl�G�� �✓X'f7c'yn<'` 7 f f l�!' `77} r2, %�Cr i 74- ill) Have you attached the following? FEES DL1E• $ j Pre-Application Conference Summary [� Attachment#1,Signed Fee Agreement Q Response to Attachment#3,Dimensional Requirements Form Response to Attachment#4,Submittal Requirements-Including Written Responses to Review Standards ❑ 3-D Model for large project All plans that are larger than 8.5"X 11"must be folded. A disk with an electric copy of all written text (Microsoft Word Format)must be submitted as part of the application. Large scale projects should include an electronic 3-D model. Your pre-application conference summary will indicate if you must submit a 3-D model. ATTACHMENT 3 DIMENSIONAL REQUIREMENTS FORM Project: he hS�G Applicant: „ t! Location: A e-ko Zone District: M j/ Lot Size: �fl o o S �' Lot Area: /S- 6()o A (for the purposes of calculating Floor Area,Lot Area may be reduced for areas within the high water mark,easements, and steep slopes.Please refer to the definition of Lot Area in the Municipal Code.) Commercial net leasable: Existing: 41 A Proposed.• rJ�� Number of residential units: Existing. i 7 Proposed: /7 Number of bedrooms: Existing: > 7 Proposed.• Y7 Proposed%of demolition(Historic properties only): F� DIMENSIONS: Floor Area: Existing: N / Allowable:IV IA Proposed: Principal bldg. height: Existing: r Allowable: Proposed: ' Access.bldg. height: Existing: !` Allowable: �� Proposed: On-Site parking: Existing: ! ! Required: � Proposed: ' % Site coverage: Existing: i ! Required: �, Proposed: % Open Space: Existing: f! Required: Proposed: Front Setback: Existing: f! Required: Proposed: r! Rear Setback: Existing: ! Required.• Proposed: r� Combined F/R: Existing: t Required: ` Proposed.• `t �� rr Side Setback: Existing: f 1 Required: Proposed: Side Setback: Existing: Required: Proposed: Combined Sides: Existing: 1 Required: Proposed: f Distance Between Existing ! ' Required: ) Proposed: r Buildings Existing non-conformities or encroachments: ' y�� IC yfI/Z2 �W elwG4 Mt � 'go-n pf'o VIA PV FW- ne, �� L Variations requested: My—?o EXHIBIT J _ COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: June 6,2012,at 8:00 a.m. Order Number: 956425-05 Title Officer: Linda Williams 2. Policy or Policies To Be Issued: Amount of Insurance: (a)A.L.T.A. Owner's (Extended) $TBD Proposed Insured: Bluegreen Vacations Unlimited,Inc.,a Florida corporation (b)A.L.T.A.Loan 3. The estate or interest in the Iand described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the fee simple estate or interest in said land is at the effective date hereof vested in: E Innsbruck Suites Investments,LLC,a Colorado Limited Liability Company 5. The land referred to in this Commitment is described as follows: See Attached Legal Description Statement of Charges: These charges are due and payable before a Policy can be issued: SEE STATEMENT OF CHARGES. SCHEDULE A LEGAL DESCRIPTION Condominium Units 001, 101, 102, 200, 201, 202,and 203 THE INNSBRUCK,A CONDOMINIUM According to the Condominium Map recorded September 24,2007 in Plat Book 85 at Page 8 as Reception No.542332 and as defined and described in the Condominium Declaration for The Innsbruck recorded September 24,2007 as Reception No.542331 And An Undivided Nine Twelfths(9/12ths) interest in fee simple as tenant in common in and to Condominium Unit 004 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements,if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association,Inc.all pursuant to the Condominium Map recorded September 24,2007 as Reception No. 542332 and Declaration of Condominium for The Innsbruck, a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time and An Undivided ThreeTweIfths(3 112ths) interest in fee simple as tenant in common in and to Condominium Unit 103 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements, if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association,Inc, all pursuant to the Condominium Map recorded September 24,2007 as Reception No.542332 and Declaration of Condominium for The Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time And An Undivided One Twelfth (1/12th) interest in fee simple as tenant in common in and to Condominium Unit 104 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements, if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association,Inc. all pursuant to the Condominium Map recorded September 24,2007 as Reception No.542332 and Declaration of Condominium for The Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated fiom time to time And An Undivided Three Twelfths(3/12ths) interest in fee simple as tenant in common in and to Condominium Unit 105 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements, if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association, Inc.all pursuant to the Condominium Map recorded September 24,2007 as Reception No. 542332 and Declaration of Condominium for The Innsbruck, a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time And An Undivided ThreeTwelfth(3/12ths) interest in fee simple as tenant in common in and to Condominium Unit 106 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements,if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association, Inc. all pursuant to the Condominium Map recorded September 24,2007 as Reception No. 542332 and Declaration of Condominium for The Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time And An Undivided Eleven Twelfths(11/12ths) interest in fee simple as tenant in common in and to Condominium Unit 204 low- i And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements, if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association,Inc.all pursuant to the Condominium Map recorded September 24,2007 as Reception No. 542332 and Declaration of Condominium for The Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time And An Undivided Seven Twelfths(7/12ths) interest in fee simple as tenant in common in and to Condominium Unit 205 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements,if any,and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort, for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association,Inc. all pursuant to the Condominium Map recorded September 24,2007 as Reception No.542332 and Declaration of Condominium for The Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time And An Undivided TwoTwelfths(2/12ths) interest in fee simple as tenant in common in and to Condominium Unit 206 And the Common Elements appurtenant thereto together with the recurring(i)exclusive right every Use Year, Commencing with the Initial Use Year set forth below,to use and occupy an Assigned Unit within the INNSBRUCK A CONDOMINIUM(the"Resort") (ii)exclusive right to use and enjoy the Limited Common Elements, if any, and Common Furnishings located within or otherwise appurtenant to such Assigned Unit;and (iii)non-exclusive right to use and enjoy the Common Elements of the Resort,for their intended purposes, during such Use Period(s)as shall properly have been reserved in accordance with the provisions of the then-current Rules and Regulations promulgated by the Innsbruck Condominium Association,Inc.all pursuant to the Condominium Map recorded September 24,2007 as Reception No. 542332 and Declaration of Condominium for The Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542331,as amended and/or restated from time to time COUNTY OF PITKIN,STATE OF COLORADO COMMITMENT FOR TITLE INSURANCE SCHEDULE B—Section 1 REQUIREMENTS Order Number: 956425-CS The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s)or mortgagor(s)of the full consideration for the estate or interest to be insured. 2. Proper instrument(s)creating the estate or interest to be insured must be executed and duly filed for record, 3. Evidence satisfactory to Stewart Title Guaranty Company of payment of all outstanding taxes and assessments as certified by the County Treasurer. 4. Execution of Affidavit as to Debts and Liens and its return to Stewart Title Guaranty Company. NOTE: If work has been performed on,or in connection with,the subject property(architectural drawings,soils testing,foundation work,installation of materials),please notify the Company's escrow officer within 10 days of receipt of this title commitment. 5. Evidence satisfactory to Stewart Title of Colorado,Inc.furnished by the Office of the Director of Finance,City of Aspen,that the following taxes have been paid,or that conveyance is exempt from said taxes: The"Wheeler Real Estate Transfer Tax"pursuant to Ordinance No.20(Series of 1979)and(2) The "Housing Real Estate Transfer Tax"pursuant to Ordinance No. 13 (Series of 1990). 6. Payment of any and all Condominium assessments and expenses which may be assessed to the property 7. Relating to Bluegreen Vacations Unlimited,Inc.,a Florida corporation,The Company requires for its review the following: a)A satisfactory resolution of the Board of Directors authorizing the proposed transaction (Shareholders Resolution where applicable) b)Execution and recordation of Statement of Authority pursuant to the provisions of Section 38-30- 172 C.R.S. Note:The Florida Secretary of State shows this corporation in good standing. 8. A Letter from the Zoning Department of the City of Aspen confirming the Zoning of subject property and confirming that there are no violations under said Zoning.,For The Issuance of the Zoning Endorsement 3.1-06. 9. Revocation of the Encroachment License by the City of Aspen recorded September 10,2003 as Reception No.488227. 10.Revocation of the Encroachment License by the City of Aspen recorded April 28,2008 as Reception No. 548646. 11.Deed from vested owner(s)vesting fee simple title in the purchaser(s). NOTE:NOTATION OF THE LEGAL ADDRESS OF THE GRANTEE MUST APPEAR ON THE DEED AS PER 1976 AMENDMENT TO STATUTE ON RECORDING OF DEEDS CRS 38-35- 109 (2). NOTE: Statement of Authority for Innsbruck Suites and Investments,LLC a Colorado limited liability company recorded September 21,2010 as Reception No. 573680,discloses the following persons as those authorized to transact business on behalf of said entity.: William Guth,Assistant Manager If there have been any amendments or changes to the management of the entity,written documentation reflecting the changes and a new Statement of Authority will be required. 12: 13.Any and all unpaid taxes and assessments and unredeemed tax sales. i i COMMITMENT FOR TITLE INSURANCE SCHEDULE B—Section 2 EXCEPTIONS Order Number: 956425-05 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession,not shown by the public records. 2. Easements,or claims of easements,not shown by the public records. 3. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the land and not shown by the public records. 4. Any lien,or right to a lien,for services,labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects,liens,encumbrances,adverse claims or other matters,if any,created,first appearing in the public records or attaching subsequent to the effective date hereof,but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims,reservations or exceptions in patents,or in acts authorizing the issuance thereof. 7. Water rights,claims or title to water. 8. The effect of inclusion in the following tax districts: Pitkin County;Healthy Community Fund; Aspen Ambulance Dist;Open Space&Trails;Pitkin County Library; City of Aspen;Aspen Fire Protection;Aspen Sanitation District;Aspen Valley Hospital;Aspen School District;Colorado Mtn College;Colorado River Water Cons;Aspen Historic Park&Rec. 9. Reservation and exception in the Deed from the City of Aspen recorded in Book 59 at Page 68 providing: That no title shall be hereby acquired to any mine of gold,silver, cinnabar or copper or to any valid mining claim or possession held under existing laws. 10.City of Aspen Ordinance No..2, Series of 1997,Rezoning Specific Properties from Lodge Preservation to Underlying Zoning with Lodge Preservation Overly recorded September 3, 1997 as Reception No.407979. as Modified by 11.Aspen Planning and Zoning Commission Resolution No.20-2002 recorded July 5,2002 as Reception No.469514. 12.Aspen Historic Preservation Commission Resolution No.25-2002 recorded July 23,2002 as Reception No.470111. A „ . 13.Encroachment License by the City of Aspen recorded September 10,2003 as Reception No.488227. NOTE: This Exception will be deleted in the event that the City of Aspen revokes this license, subject to any new license which may be granted by the City of Aspen. 14. [Intentionally deleted.] 15. [Intentionally deleted.] 16. [Intentionally deleted.] 17.Aspen Historic Preservation Commission Resolution No.4, Series of 2005 recorded March 29,2005 as Reception No. 508352 as modified by 18.City of Aspen Ordinance No.23, Series of 2004,approving the Minor Planned Unit Development The Innsbruck Inn recorded March 30,2005 as Reception No.508440 as modified by 19.Planned Unit Development and Subdivision Improvements Agreement recorded March 30,2005 as Reception N No. 508441 as modified by 20.All matters shown on the Innsbruck Planned Unit Development and Plat recorded March 30,2005 as Reception No.508442. 21. [Intentionally deleted.] 22.Declaration of Condominium For The Innsbruck,A Condominium recorded September 24,2007 as Reception No.542331. including in that document any provisions that provide for an easement,lien for liquidated damages,private charge or assessment,option to purchase,right of first refusal or prior approval of a future purchaser or occupant 23.All matters shown on the Condominium Map of the Innsbruck,a Condominium recorded September 24,2007 as Reception No. 542332 in Plat Book 85 at Page 8. 24.Revocable Encroachment License with the City of Aspen recorded April 28,2008 as Reception No. 548646 NOTE: This Exception will be deleted in the event that the City of Aspen revokes this license 25.Revocable Encroachment License by and between City of Aspen and Innsbruck Suites Investments recorded June 28,2012 as Reception No. 590241. 26.Revocable Encroachment License by and between City of Aspen and Innsbruck Suites Investments, LLC recorded June 15,2012 as Reception No. 589851. NOTE: EXCEPTIONS 1 AND 4 ABOVE WILL BE DELETED ON THE FINAL OWNERS POLICY, PROVIDED BOTH SELLER(S)AND PURCHASER(S)EXECUTE THE HEREIN REQUIRED AFFIDAVITS AND SAID AFFIDAVITS ARE APPROVED BY THE COMPANY.EXCEPTIONS 2 AND 3 WILL BE DELETED ON THE FINAL OWNERS EXCEPTION 5 WILL NOT APPEAR ON THE OWNERS POLICY,AND GAP PROTECTION WILL BE GRANTED PROVIDED THAT STEWART TITLE OF COLORADO PERFORMS CLOSING DISBURSEMENTS AND RECORDING OF ALL DOCUMENTS. SEE 'DISCLOSURES"INCLUDED HEREWITH. FURTHER NOTE: EXCEPTION 6 ON THE FINAL OWNERS POLICY WILL BE DELETED. EXCEPTION 8 ON THE FINAL OWNERS POLICY WILL BE AMENDED TO READ: All taxes for year 2012, Or the Year of Closing,Nvhich are a lien not yet payable. NOTE: TAX CERTIFICATES WILL BE OBTAINED ON ALL TRANSACTIONS FROM PITKIN COUNTY TREASUER. EXHIBIT a CITY OF ASPEN PRE-APPLICATION CONFERENCE SUMMARY PLANNER: Jennifer Phelan, 429-2759 DATE: 3/9/12 PROJECT: 233 W. Main, The Innsbruck REPRESENTATIVE: Mitch Haas, Bart Johnson TYPE OF APPLICATION: Insubstantial PUD Amendment DESCRIPTION: The Innsbruck was approved for an expansion and remodel in 2004 (Ordinance No. 32, Series of 2004) to develop 17 lodging units with 37 bedrooms. As part of the ordinance, the Innsbruck was approved for timeshare development. As noted in the improvements agreement (reception no. 508441) and the declarations (reception no.542331), the 17 lodge units are divided into 1/12 fractions. The prospective Applicant would like to amend their PUD/Subdivision Agreement (and corresponding declarations)to permit the unsold factions to be divided into smaller fractions of time (possibly as small as 3 days in a calendar year). As the smaller fractions should encourage a higher turnover of owners using the units, staff can process the proposed amendment as an Insubstantial PUD Amendment. Land Use Code Section(s) 26.304 Common Development Review Procedures 26.445.100 A. PUD Insubstantial Amendments 26.590.040 A. Procedure for review of timeshare lodge development application - PUD Review required. Review by: Staff for complete application and review Public Hearing: No Planning Fees: $1,260.00 Deposit for 4 hours of staff time (additional staff time required is billed at $245 per hour) Referral Fees: 0.00 Total Deposit: $ 1,260.00 Total Number of Application Copies: 2 Copies To apply, submit the following information: 1. Total Deposit for review of application. 2.- Applicant's name, address and telephone number (application), if represented by another please provide a letter signed by the applicant stating the name, address, and telephone number of the representative authorized to act on behalf of the applicant. 3. Consent from the HOA to apply for the amendment. 4. Completed Land Use Application. 5. Signed fee agreement. 6. Pre-application Conference Summary. 7. An 8 1/2" x 11" vicinity map locating the subject parcel within the City of Aspen. 8. Proof of ownership. 9. A written description of the proposal and a written explanation of how a proposed development complies with the review standards relevant to the development application — see attached review standards. Please provide a draft amendment to the SIA and declarations. Disclaimer: The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning,which is subject to change in the future,and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. EXHIBIT a 9 THE INNSBRUCK CONDOMINIUM ASSOCIATION,INC., a Colorado nonprofit corporation August 6t`, 2012 Ms. Jennifer Phelan,Planning Deputy Director City of Aspen Community Development Department 130 South Galena Street Aspen, Colorado 81611 RE: THE INNSBRUCK INN,A CONDOMINIUM Dear Ms.Phelan: The Innsbruck Condominium Association, Inc., a Colorado nonprofit corporation, is the unit owners association for The Innsbruck, a Condominium, located at 233 West Main Street, Aspen(the"Property") as described in the Declaration of Condominium for The Innsbruck,a Condominium(Pitkin County Records Reception No. 542331). We do hereby authorize Bluegreen Vacations Unlimited, Inc., a Florida corporation,and its representatives,Haas Land Planning,LLC and Klein, Cote&Edwards, LLC to file and process with you an application for amendment to the Innsbruck PUD/Subdivision Improvements Agreement(Pitkin County Records Reception No. 508441) and the corresponding Condominium and Timeshare Documents to permit timeshare interests at the Innsbruck of up to and less than 1/12 fractions. Further, Bluegreen and its representatives are authorized to participate in any meetings or hearings with City staff and before any City decision-making authorities. Sincerely, THE INNSBRUCK CONDOMINIUM ASSOCIATION, INC. By. William th,Preside EXHIBIT City of Aspen Community Development Dept, 130 S. Galena Street Aspen, CO 81611 RE: The Innsbruck, 223 West Main Street, Aspen (PID# 2735-124-54-141) Request for Insubstantial Amendment to the Innsbruck PUD To cvllom it may concern: As applicant for an Insubstantial PUD Amendment (and associated Amendment of the PUD/Subdivision Improvements Agreement) on the above referenced propert},, I hereby authorize Haas Land Planning, LLC (I-ILP) and Klein Cote Edwards, LLC (KCE) to act our as designated and authorized representatives for the submittal and processing of an application seeking the approvals listed herein, as well as, any subsequent applications that may be associated therewith. I-iLP and KCE are also authorized to represent Bluegreen Vacations Unlimited, Inc., in meetings with City staff, the Historic Preservation Commission, the Planning and Zoning Commission, and the Aspen City Council, as may be Applicable. Should you have any need to contact us during the course of your review, please do so through Haas Land Planning, LLC. Yours truly, Bluegreen Vacations Unlimited, Inc By: ' ginia Polinski Vied, resident, Business Services 4960 Conference Way North, Suite 100 Boca Raton, FL 33431 EXHIBIT Agreement to Pay Application Fees An agreement between the City of As en ('City") and _ l Property Bluegreen Vacations Phone No.: (561)443-8652 Owner("I") Unlimited, Inc Email. virginia.polinski @bluegreencorp.com Address of 233 West Main Street, Aspen Billing Virginia Polinski Property: Address: (subject of 4960 Conference Way North, Suite 100 application) (send bills here) Boca Raton, FL 33431 ------._. .- I understand that the City has adopted, via Ordinance No. , Series of 2011, review fees for Land Use applications and the payment of these fees is a condition precedent to determining application completeness. I understand that as the property owner that I am responsible for paying all fees for this development application. For flat fees and referral fees: I agree to pay the following fees for the services indicated I understand that these flat fees are non-refundable $ NIA flat fee for $ flat fee for $ flat fee for S flat fee for For deposit cases only: The City and 1 understand that because of the size, nature or scope of the proposed project, it is not possible at this time to know the full extent or total costs involved in processing the application. I understand that additional costs over and above the deposit may accrue. I understand and agree that it is impracticable for City staff to complete processing, review, and presentation of sufficient information to enable legally required findings to be made for project consideration, unless invoices are paid in full. The City and I understand and agree that invoices mailed by the City to the above listed billing address and not returned to the City shall be considered by the City as being received by me. I agree to remit payment within 30 days of presentation of an invoice by the City for such services. I have read, understood, and agree to the Land Use Review Fee Policy including consequences for non-payment. I agree to pay the following initial deposit amounts for the specified hours of staff time. I understand that payment of a deposit does not render an application complete or compliant with approval criteria. If actual recorded costs exceed the initial deposit, I agree to pay additional monthly billings to the City to reimburse the City for the processing of my application at the hourly rates hereinafter stated. $ 1,260 deposit for 4 hours of Community Development Department staff time. Additional time above the deposit amount will be billed at'$245 per hour. $ deposit for hours of Engineering Department staff time. Additional time above the deposit amount will be billed at$265 per hour. City of Aspen: Property Owner: Chris Bendon Community Development Director Name City Use: �^ Title: �/ I Il"✓ �� i Fees Due:$ Received:$ November. 2011 City ol'Aspen 130 S. Galena St, (970)92()_5090 EXHIBIT a PLANNED UNIT DEVELOPMENT(PUD) &SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE INNSBRUCK INN TIMESHARE LODGE PROJECT THIS PLANNED UNIT DEVELOPMENT(PUD)&SUBDIVISION IMPROVEMENTS AGREEMENT(this"Agreement")is made this 0 day of y)"),r �� ,2005,between INNSBRUCK SUITES INVESTMENTS,LLC,a Colorado limited liability company(the"Owner"), and THE CITY OF ASPEN, a municipal corporation (the"City"). RECITALS: WHEREAS, the Owner owns that certain real property(the"Property")known as the Innsbruck Inn located at 233 West Main Street in the City of Aspen,County of Pitkin,legally described as: Lots A, B,C,D,and E,Block 52, City and Townsite of Aspen, County of Pitkin, State of Colorado; and, WHEREAS, the Property is being remodeled and expanded by the Owner as follows, where said remodel and expansion is hereinafter referred to as the"Project": • An addition extending toward the west and north property lines is being made to the west side of the existing structure,resulting in a roughly"U"shaped building with a courtyard in the center; •. The existing Main Street parking area and its curb cut will be eliminated; • The existing ground level lobby and second floor breakfast room will be converted to unit space,and the lobby space will be moved to the ground level at the newly. constructed northwest corner of the lodge; • A new basement will be developed under the entire lodge,to include four(4). timeshare lodge units,a two-bedroom employee dwelling unit,a breakfast/leisure area, storage and storage lockers,restrooms,an exercise room,a laundry room, mechanical space,and incidental uses/spaces; + Remodeled and expanded ground and second floor levels,where the ground floor will include six(6)timeshare lodge units and the front office/lobby/reception area; and, the second floor will include seven(7)timeshare lodge units; + The room count will go from the thirty-three existing lodge rooms to seventeen(17) timeshare lodge units(with twelve(12)estates per unit)providing up to thirty-seven (37)lodging bedrooms/units through lock-off capabilities;the remodeled and expanded timeshare lodge will also include one two-bedroom deed restricted employee dwelling unit; • While the Main Street accessed parking area will be eliminated,no additional parking will be provided on-site. 51111441 ez:031 SILVIA DAVIS PITKIN COUNTY CO R 51.00 D 0.00 WHEREAS,pursuant to Ordinance No.32, Series of 2004("Ordinance"),the City Council granted Minor Planned Unit Development, Subdivision,Timeshare,and Lodge Preservation and Affordable Housing GMQS Exemptions approval for the Project;and, WHEREAS,pursuant to Resolution No.4,Series of 2005 ("Resolution"),the Historic Preservation Commission("HPC") granted Final Development Plan approval; and, WHEREAS,the City and the Owner wish to enter into this Agreement for the Project; and, WHEREAS,Owner has submitted to the City for approval,execution and recordation,a Final PUD Plan and Plat for the Project(the"Plat")and the City agrees to approve,execute and record the Plat at Owner's expense on the agreement of the Owner to the matters described herein,subject to the provisions of the Municipal Code of the City of Aspen(the"Code"),the Ordinance,and other applicable rules and regulations;and, WHEREAS,Owner is willing to enter into this Agreement with the City and to provide assurances to the City. NOW,THEREFORE,in consideration of the mutual covenants contained herein,and the approval, execution and acceptance of the Plat for recordation by the City,it is agreed as follows: 1. Description of Proiect. Refer to the second"Whereas"statement,above. 2. PUD Dimensional Requirements. As set forth in Condition 3,Section 1 of the Ordinance, and as amended pursuant to Condition 1 of the Resolution,the following dimensional requirements have been approved by the City as part of the Project, are shown on the Final PUD Plan and Plat,and shall be printed on all final building permit plan sets: a. Minimum Lot Size: 6,000 square feet. b. Minimum Lot Area per Dwelling Unit: No requirement. c. Minimum Lot Width: 60 feet. d. Minimum Front Yard(Main Street Frontage): 9 feet for the building;5 feet for the area well in front of the west wing; and, 1 foot for the hot tub/swim spa. e. Minimum Side Yard: 3 feet for the building; 0 feet for roof overhangs. f. Minimum Rear Yard: 13 feet for the building/decks; 10 feet for the external stairway;0 feet for the trash enclosure. g. Maximum Site Coverage: No requirement. h. Maximum Height: 27 feet from the bottom of the egress well to the midpoint of the roof. i. Minimum Percent Open Space: No requirement. j. Trash Access Area: Per Final PUD Plans. k. Allowable External Floor Area Ratio(FAR): 1.21:1. 1. Allowable Internal FAR: Per Final PUD Plans. lilylllliIllllllull111111111111111111IIIIIIIIIIII) 0°$4 e5 02:031 SILVIR DAVIS PITKIN COUNTY CO i1 51.00 a 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 3of10 m. Minimum Off-Street Parking: 6 completely on-site parking spaces(if the approved diagonal spaces that encroach upon alley right-of-way were to be converted to parallel spaces of 22.5 feet in length each,six such spaces would fit completely on site; therefore,the eleven diagonal spaces extending into the alley right-of-way are considered equivalent to six completely on-site spaces;no such conversion to parallel parking is/will be required in connection with the Project). 3. Acceptance of Plat. Upon execution of this Agreement by the parties hereto,the City agrees to approve and execute the Final PUD Plan and Plat for the Project,which conforms to the plat requirements of the Code and the Ordinance. The City agrees to accept such Plat for recording in the office of the Pitkin County Clerk and Recorder upon Owners' payment of the recordation fee. If the approved Final PUD Plan changes subsequent to this approval,a complete set of revised plans shall be provided to the Engineering and Community Development Departments for review and evaluation. 4. Development Requirements. The following development requirements will be satisfied by the Owner pursuant to the Ordinance. a. Affordable Housing. Owner shall adequately mitigate for the Project's employee generation by providing deed restricted employee housing for at least 0.59 full-time equivalent employees("FTEs"). The Project includes a two-bedroom employee housing unit,which provides credit for housing 2.25 FTEs. Thus,the Project provides housing for 1.66 more FTEs than required to mitigate its employee generation. A credit for housing 1.66 FTEs shall,therefore,be maintained by the Property. The employee housing unit will be deed restricted to the Category 2 rental rate,as such is described in the Aspen/Pitkin County Affordable Housing Guidelines(the"Guidelines");however, since the employee housing unit is for use by the Project in housing its employees, income and asset restrictions otherwise applicable to the Category 2 deed restriction shall be waived. Owner shall meet with Housing Office Staff prior to completion of Project construction to establish mutually acceptable lease terms for employees whose units are attached to the place of employment. Prior to issuance of a building permit for the Project,Owner shall record a deed restriction for the employee housing unit. Also,in an effort to be consistent with Section 38-12-301,C.R.S.,and the Colorado Supreme Court rent control decision in Town of Telluride v.Lot Thirty-Four Venture L.L.0 (Case No. 98-5C-547,decided June 5,2000), Owner desires to grant to the Aspen/Pitkin County Housing Authority ("APCHA")an undivided one-tenth of one percent(0.1%)ownership interest in the above-described affordable housing unit of the Project. With the APCHA consent to accepting an interest in the property,Owner agrees to indemnify and hold harmless the APCHA for any claims,liability,fees,or similar charges related to ownership of an interest in the affordable housing units. Conveyance of the undivided one-tenth of one percent(0.1%) ownership interest from Owner to the APCHA shall take place prior to or concurrent with issuance of a Certificate of Occupancy for the unit and after said unit has been rendered capable of separate conveyance by the recording of condominium(as described in paragraph 5,below). The APCHA shall not be entitled to the payment of monies upon 111 IN 50844� 11111111111111110111111111111111111111 page: a of le SILVI 0$/30 • A bAViS.PITKIN COUNTY CO /2005 02,031 R 51.00 D 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 4 of 10 sale or rental at any time of any units in the Project,nor shall the APCHA be entitled to derive any economic benefit by virtue of its undivided interest in the deed restricted unit in the Project. Owner reserves the right to submit an alternative option, subject to review and acceptance by the City Attorney,to satisfy the rent control issue. b. Building Permit Plan Requirements. In addition to such requirements enumerated elsewhere herein and otherwise required by the City of Aspen Building Department,the building permit application for the Project shall include: 1. A copy of Ordinance No.32,Series o£2004,Planning and Zoning Commission Resolution No.29,Series of 2004,and HPC Resolution No.4, Series of 2005. 2. All conditions of approval printed on the cover page of the building permit plan set. 3. A completed tap permit for service with the Aspen Consolidated Sanitation District. 4. A tree removal permit,as required by the City Parks Department, and approval from the Parks Department Director for off-site replacement or mitigation of any removed trees. The tree removal permit application shall be accompanied by a detailed landscape plan indicating which trees are to be removed and new plantings proposed on the site. 5. A drainage plan,including an erosion control plan,prepared by a Colorado licensed Civil Engineer; said plan must provide for maintaining sediment and debris on-site during and after construction. If a ground recharge system is required,a soil percolation report will be required to correctly size the facility. A 5-year storm frequency should be used in designing any drainage improvements. 6. A signed letter from the primary contractor to the Director of the Community Development Department stating that the conditions of approval have been read and understood. 7. Prior to issuance of a building permit,Owners shall provide payment of all tap fees, impact fees,and building permit fees. If an alternative agreement to delay payment of Water Tap and/or Parks Impact fees is finalized,those fees shall be payable according to such agreement. 8. A full set of construction management plans that are consistent with the City of Aspen Construction Management Plan Guidelines. These plans shall include the Owners' agreement to prohibit storage of construction material or dumpsters on the public rights-of-way unless a temporary revocable encroachment license is granted by the City Engineer for such storage. 9. A completed asbestos checklist(to be obtained from the Building Department). If found to be necessary,Owners shall notify the State prior to remodel,expansion or demolition of any buildings,including removal of drywall, carpet,tile,etc.,and a licensed asbestos inspector will have to conduct an inspection. If there is no asbestos,the demolition can proceed. If asbestos is present, a state licensed asbestos removal contractor must remove it. Owners shall report these findings to the Environmental Health Department and Building Department prior to the issuance of demolition and building permits. 10.A fugitive dust control plan for review by and approval of the Environmental 5°�� of 10 1 05 02.031 SILVIA DAVIS PITKIN COUNTY CO R 51.00 D 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision fmprovemenis Agreement Page S of 10 Health Department. The Fugitive Dust Control Plan will include,as a minimum, plans for fencing,watering of disturbed areas,continual cleaning of adjacent paved roads to remove mud that has been carried out,or other measures necessary to prevent windblown dust from crossing the property lines or causing a nuisance. 11.Plans for all improvements,including snow storage areas,utility pedestals,curb and gutter improvements,and sidewalk improvements. c. Wastewater and Surface Drainage. Owner shall comply with Aspen Consolidated Sanitation District(ACSD)rules and regulations. If new sewer lines are required,the existing service will have to be excavated in the alley and disconnected at the main sewer line. No clear water connections(roof,foundation,perimeter drains)shall be allowed. All improvements below grade shall require the use of a pumping station. d. Water Service. Owner shall comply with the City of Aspen Water System Standards, with Title 25,and with applicable standards of Title 8(Water Conservation and Plumbing Advisory Code)of the Aspen Municipal Code,as required by the City of Aspen Water Department. e. Fire Protection. Owner shall install an adequate fire alarm system throughout the structure and a fire sprinkler system that meets the requirements of the Fire Marshal. f-. Future Improvement District(s). Owner hereby agrees to join any future improvement district(s)formed for the purpose of constructing City-approved improvements to the adjoining/surrounding rights-of-way which benefit the property under a fair share assessment formula. g. Curb, gutter,and Sidewalk. Owner shall repair any cracked or uneven sections of sidewalk adjacent to the Property and improve the sidewalk,curb,and gutter in the adjacent public right-of-way along Main Street and South Second Street to meet the City Engineering Department's standards; this includes replacing the Main Street gutter system adjacent to the Property to provide a gutter with a slope that meets the City Engineer's specifications. The curb along the portion of Main Street adjacent to the Property shall be improved to a six(6)inch vertical curb. Owner shall extend the sidewalk that exists within the South Second Street right-of-way across the alleyway with six(6)inch thick reinforced concrete; Owner shall also install a concrete driveway ramp meeting the City Engineer's standards from South Second Street to the sidewalk that is to cross the alleyway. h. Exterior Lighting and Streetlights. All outdoor lighting shall comply with the applicable portions of Section 26.575.150,Outdoor Lighting,of the Aspen Land Use Code. i. Construction Schedules and Noise. Construction is prohibited on Sundays and between the hours of 7:00 p.m. and 7:00 a.m. on all other days. All noise ordinances shall be abided by. j. Trees and Tree Protection. Tree saving construction fences shall be installed around the 11111111111 111111111111111111Hill 11111111 0°a405 02:03 sILVIA DAVIS PITKIN COUNTY CO R 51.00 0 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 6 of 10 drip line of any trees to be preserved.The City Forester or his/her designee must inspect such fencing before any construction activities commence. No excavation,storage of construction equipment,construction backfill,foot or vehicular traffic shall be allowed within the fenced drip lines. A tree root barrier shall be installed on any tree that is to be planted within ten(10)feet of the sidewalk,curb,or gutter to prevent future root damage and/or sidewalk upheaval. k. Parkins. Owner shall maintain the option of signing up to two (2)on-street parking spaces adjacent to the Property as available for short-term,drop-off parking for guests checking in or out of the Project. If Owner chooses to sign up to two(2)on-street parking spaces as short-term drop-off parking, such spaces may be located either both on Main Street,both on South Second Street,or one space on each street. Owner shall provide priority to the occupant(s)of the employee housing unit for the use of one of the off street parking spaces to the north of the building. In the event that the occupant(s)of the employee housing unit does not own a car,the parking space shall remain available for the general use of the Project's other occupants. 1. Pools and Spas. All design,installation, and maintenance of the pool and spa must comply with the State of Colorado's"Swimming Pool and Mineral Bath Regulations." Pool water shall be drained directly into the sanitary sewer and shall not be drained into the storm sewer. The Applicant must have the Aspen Consolidated Sanitation District approve the drain size for the swimming pool and spa before the pool or spa is installed. m. Ownership of Common Recreational Areas. Each owner of an estate in the Project shall have an undivided interest in all common recreational areas within the Project. n. Food Service. Owner shall submit a food service plan for review by the Environmental Heath Department. If deemed necessary, a food service license will be required prior to serving food in the multi-purpose room. If determined necessary by the Aspen Consolidated Sanitation District, an oil and grease interceptor will need to be installed in the multi-purpose room/kitchen prior to issuance of a Certificate of Occupancy. o. School Land Dedication Fees. School Land Dedication Fees of$1,772.84 shall be assessed and payable prior to issuance of a building permit. School Land Dedication fees are assessed based on one-third the value of the unimproved land divided by the proposed number of residential units on a per acre basis, Amendments to the Project or to the fee schedule adopted prior to issuance of a building permit shall require a new calculation. The fee total is based on the fee schedule in place at the time of Project approval and is calculated as follows: $565,500(Valuation of Land per Assessor's Office)multiplied by 0.0095 acres(Land Dedication Standard),then multiplied by 0.33 =$1,772.84. p, Park Development'Impact Fees.Park Development Impact Fees of$3,905 shall be assessed and payable prior to issuance of a building permit. Amendments to the Project or to the fee schedule adopted prior to issuance of a building permit shall require a new calculation. The following fee total is based on the fee schedule in place at the time of Project approval: 508441 Page: 6 of �1�111111114�1� 03/30/2005 02,031 111LI�Iil�1�1111 S LVI SILVIfi DAVIS PITKIN COUNTY CO R 51.00 0 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 7 of 10 Park Fees-Proposed Development: 10(three-bedroom timeshare lodge units)multiplied by$1,520 per unit=$36,340 7(1-bedroom timeshare lodge units)multiplied by$2,120 per unit=$14.$40 1 (2-bedroom affordable housing unit)multiplied by$2,725 per unit=$2,725 Total:$53,905 Park Fees-Credit for Existing Development 33 (studio lodge units)multiplied by$1,520 per unit=$50.16Q Total Credit:$50,160 q. Short-Term Rentals. All unsold timeshare units that are not used for exchange, marketing or promotional purposes shall be made available for short-term rent until purchased. Nothing in the timeshare documents shall prohibit short-term rentals or occupancy. Non-deed restricted units shall be available for short-term rental purposes when not occupied by a purchaser or a purchaser's guests or utilized for exchange program purposes. Owner has the right to sell twelve(12)timeshare estates per unit. r. Timeshare Documents. Owner shall submit timeshare documents to the City Attorney for review and approval prior to recording such documents with the Pitkin County Clerk and Recorder. s. Fiscal Impacts and Audits. Prior to building pen-nit issuance,Owner shall mitigate an expected loss in lodging tax revenues resulting from the conversion of the existing lodge to a timeshare lodge by payment to the City of Aspen of a$19,791.00 fee. The City of Aspen shall,on its own accord,conduct an annual audit of the sales tax revenues that the City collects from the Project over its first five(5)years of operation to determine if the projected revenues were accurate; Owner shall cooperate with the City of Aspen Finance Department in its annual audit efforts. No changes in the timeshare mitigation plan or fee shall be required as a result of the audit described herein. t. Previous Approvals Null and Void. The previous,unbuilt Innsbruck Inn expansion approvals granted pursuant to Ordinance No. 24,Series of 2002,are null and void.All related documents of record, such as but not necessarily limited to,the PUD Plans and PUD Agreement recorded pursuant to Ordinance No. 24, Series of 2002, are also hereby considered null and void and of no effect. 5. Colorado Common Interest Ownership Act(CCIOA). As soon as construction of the Project allows,Owner anticipates submitting the Project to a plan for condominiurnizatian created pursuant to the Colorado Common Interest Ownership Act(CCIOA)in order to facilitate the conveyance of fractional shares and an ownership interest in the employee housing unit to the APCHA. The City agrees to process for approval and for recordation a condominium map prepared in accordance with the Code and CCIOA. As the Owner has provided affordable housing pursuant to the Code,the Project is exempt from paying the Affordable Housing Impact fee. of 10 1�I1I �I�fl 11lfll�i�llI��� I�I�I�l �442�II1�III 508441 5 02:031 SILVIA DAVIS PITKIN COUNTY 00 R 52.00 U 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 8 of 10 6. Historic Preservation Commission(HPCLApprovals. The HPC approved Resolution Number 4,Series of 2005,provides Final Development Plan approval for the Project in the Main Street Historic District with the following conditions: a. Information on all venting locations and meter locations not described in the approved drawings shall be provided for review and approval by staff and monitor when such information is available; b. There shall be no deviations from the exterior elevations or landscape plan as approved (see Final PUD Plan)without first being reviewed and approved by HPC staff and monitor,or the full board; c. HPC conditions of approval"a"and"b,"as provided above, shall be printed on the cover sheet of the building permit plan set and all other prints made for the purpose of construction. In addition,HPC Resolution Number 4,Series of 2005 includes approval of a minor PUD Amendment to establish the minimum front yard setback requirements as stated in Paragraph 2,Subsection"d,"above. 7. Recordation. Pursuant to Section 27.480.070(E)of the Aspen Land Use Code,once fully executed,this Agreement and the Final Plat shall be recorded in the office of the Pitkin County Clerk and Recorder. Failure on the part of the Owners to record the plat within one- hundred eighty(180)days following final land use approvals shall render the plat invalid and reconsideration and approval of the plat by the Planning and Zoning Commission and City Council will be required before its acceptance and recording,unless an extension or waiver is granted by the City for a showing of good cause. The one-hundred eighty(180)day recordation requirement contained herein shall not apply to the recording of condominium maps,or declarations or any other documents required to be recorded to accomplish a eondominiurnization in the City of Aspen. 8. Financial Security for Public Improvements. In order to secure the performance of the construction and installation of improvements in the public right-of-way,including landscaping,the Owner shall provide the City with a financial security for the proposed improvements. The financial security shall take the form of a letter of credit,cash or other guarantees in a form satisfactory to the City Attorney and shall be submitted to the City prior to the initiation of construction or the issuance of any building permits. Pursuant to this Agreement,the Owner shall provide a detailed cost estimate of the improvements for approval by the City. The amount of the required financial security shall be 110%of the estimated cost of the improvements. The guarantee documents shall give the City the unconditional right,upon clear and unequivocal default by the Owner in its obligations to complete the public improvements,to withdraw funds against such security sufficient to complete and pay for installation for such public improvements,or to withdraw funds against such security sufficient to complete and pay for installation for such public improvements. If -the improvements have not been completed to the satisfaction of the City within one year of the cost estimate,the City may require the Owner to adjust the amount of the financial security for local increases in construction costs. As portions of the improvements are completed,the City shall inspect them,and upon I IIIII!II(II fl�lll lllll�I II Illll 03/30/2005 02:031 SILVIA DAVIS PITKIN COUNTY CO R 51.00 D 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 9 of 10 approval and acceptance,shall authorize the release of the agreed estimated costs for that portion of the improvements,except that ten percent(10 0/0)of the estimated costs of the improvements shall be withheld for the benefit of the City until(i)all of the improvements have been inspected and accepted by the City,(ii)a two-year maintenance bond has been provided by the Contractor, and(iii)as-builts have been provided(if required). Separate financial securities and maintenance bonds are required for civil R.O.W. improvements(i.e.pipelines,sidewalks,and curbs)and landscaping R.O.W. improvements. 9. Notices. Notices to the parties shall be sent by United States certified mail to the addresses set forth below or to any other address which the parties may substitute in writing. To the Owner: Innsbruck Suites Investments,LLC c/o Gwen Dickinson,Re/Max Premier 422 East Hyman Avenue Aspen, CO 81611 With Copy To: J. Bart Johnson,Esq. c/o Otten Johnson Robinson Neff&Ragonetti,P.C. 420 East Main Street,Suite 210 Aspen,CO 81611 To City of Aspen: City Manger 130 South Galena Street Aspen,CO 81611 With Copy To: City Attorney 130 South Galena Street Aspen,CO 81611 10.Binding Effect.ffect. The provisions of this Agreement shall run with and constitute a burden on the land on which the Project is located and shall be binding on and inure to the benefit of the Owner's and the City's successors,personal representatives and assigns. 11. Amendment. The Agreement may be altered or amended only by written instrument executed by the parties. 12. Severability. If any of the provisions of this Agreement are determined to be invalid,it shall not affect the remaining provisions hereof. ATTEST: THE CITY OF ASPEN,a municipal corporation 0( Kathryn S. ch,City Clerk H en Klan e a r 508441 (` lff 1 I��l�l111111�1� 030!30/2005 02:031 11 SILVIH DAVIS PITKIN COUNTY CO R 51.00 P 0.00 Innsbruck Inn Timeshare Lodge PUD&Subdivision Improvements Agreement Page 10 of 10 APPROVED AS TO FORM: J` orce r,City Attomey OWNER: =. ,-'Vsrstant�Maniager EN S,LLC STATE OF COLORADO ) )ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this day of 2005,by Helen Klanderud,Mayor,and Kathryn S.Koch,City Clerk. '�Y P� Witness my hand and official seal.. 1 .............. My comnission expires: �1- jtilA�l f ?ta,&ry1.Pubb11ic cDA �TFOFp � STATE OF aktZ40 } )ss. COUNTY OF The foregoing instrument was acknowledged before me this day of a 1"0 , 2005,by Gwen F.Dickinson,as Assistant Manager of Innsbruck Suites Investments,LLC. Witness my hand and o iciq se 1. My commission expires: � � aoo8- Not ublic EJANICE L.JOHNSON OTARY PUBLIC E OF COLORADO My Cortfissslen Expires ADM 15,2oQ8 „•` ,GWy Documents\City Appbcations\Innsbruck\Suitcs PUD-Subdivision Agrmt l i 508441 IIIII�IIII�I�IIII VIII1II IIIIII VIII III IIIIII III IIII Page:/30/2005029 03 03! SILVIA DAVIS PITKIN COUNTY CO R 51,00 0 0.00 EXHIBIT a a AMENDMENT TO THE PLANNED UNIT DEVELOPMENT (PUD & SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE INNSBRUCK INN TIMESHARE LODGE PROJECT THIS AMENDED PLANNED UNIT DEVELOPMENT (PUD) & SUBDIVISION IMPROVEMENTS AGREEMENT (this "Agreement") is made this day of 201_, between BLUEGREEN VACATIONS UNLIMITED, INC (the "Owner"), and THE CITY OF ASPEN, a municipal corporation(the"City"). RECITALS: WHEREAS, the Owner owns that certain real property (the "Property") known as the Innsbruck Inn Timeshare Lodge/PUD located at 233 West Main Street in the City of Aspen, County of Pitkin, legally described as: Lots A, B, C, D, and E, Block 52, City and Townsite of Aspen, County of Pitkin, State of Colorado; and, WHEREAS, pursuant to Ordinance No. 32, Series of 2004 ("Ordinance"), the City Council granted Minor Planned Unit Development, Subdivision, Timeshare, and Lodge Preservation and Affordable Housing GMQS Exemptions approval for the Project; and, WHEREAS, pursuant to Resolution No. 4, Series of 2005 ("Resolution"), the Historic Preservation Commission("HPC") granted Final Development Plan approval; and, WHEREAS,the Property was remodeled and expanded from thirty-thre 0,0 ge rooms to seventeen (17) timeshare lodge units (with twelve (12) time-span estates per timeshare lodge unit) providing up to thirty-seven (37) lodging bedrooms/units through lock-off capabilities; the remodeled and expanded timeshare lodge also included one two-bedroom deed restricted employee dwelling unit; WHEREAS, the SUBDIVISION IMPROVEMENTS AGREEMENT for the INNSBRUCK INN TIMESHARE LODGE/PUD was recorded on the 30th day of March, 2005 at Reception No. 508441; and, WHEREAS, Owner requested and obtained n„rsuant to e t afi Be io- Nu.- approval of an Insubstantial Amendment to the PUD to allow smaller fractional interests/time-span estates per timeshare lodge unit to be soldM (IAV) 17,, Innsbruck Inn Timeshare Loae Amended PUD&Subdivision Improvements Agreement Page 2 of 4 NOW, THEREFORE, the undersigned hereby resolve to amend the PLANNED UNIT DEVELOPMENT (PUD) & SUBDIVISION IMPROVEMENTS AGREEMENT for the INNSBURCK INN TIMESHARE LODGE/PUD PROJECT as follows: 1. The phrase "with twelve (12) estates per unit" located in the sixth bullet point of the second WHEREAS statement is hereby revised to say "with not less than twelve (12) time-span estates per timeshare lodge unit." 2. The last sentence in Section 4q that currently states, "Owner has the right to sell twelve (12) timeshare estates per unit" is hereby revised to state that, "Owner has the right to sell at least twelve (12)time-span estates per timeshare lodge unit." 3. Section 9,Notices, is hereby revised such that Notices To the Owner shall be sent as follows: To the Owner: Bluegreen Vacations Unlimited, Inc c/o Virginia Polinski 4960 Conference Way North, Suite 100 Boca Raton, FL 33431 And Innsbruck Suites Investments, LLC c/o Mr. Bill Guth, President 233 West Main Street Aspen, CO 81611 With Copy To: Joseph E. Edwards, III c/o Klein, Cote&Edwards, LLC 201 North Mill Street, Suite 203 Aspen, CO 81611 And J. Bart Johnson, Esq. c/o Waas Campbell Rivera Johnson&Velasquez LLP 420 East Main Street, Suite 210 Aspen, CO 81611 4. The following paragraph is hereby added to the Agreement: The parties acknowledge the following approvals are no longer of any force or effect and have been superseded and replaced by subsequent approvals granted by the City: (1) Aspen planning and Zoning Commission Resolution 20, Series of 2002, recorded at Reception No. 470111 of the Pitkin County Records; and (2) Aspen Historic Preservation Commission Resolution No. 25, Series of 2002, recorded as Reception No. 488227 of the Pitkin County Records. Innsbruck Inn Timeshare Lodge Amended PUD&Subdivision Improvements Agreement Page 3 of 4 The provisions of this Amendment shall run with and constitute a burden on the land on which the Project is located and shall be binding on and inure to the benefit of the Owner's and the City's successors,personal representatives and assigns. ATTEST: THE CITY OF ASPEN, a municipal corporation Kathryn S. Koch, City Clerk Michael C. Ireland, Mayor APPROVED AS TO FORM: Jim True, City Attorney OWNER: BLUEGREEN VACATIONS UNLIMITED, INC By: Virginia Polinski, Vice President [Remainder of page intentionally left blank;Notaries on following page.] -, , Innsbruck Inn Timeshare Lodge Amended PUD&Subdivision Improvements Agreement Page 4 of 4 STATE OF COLORADO ) )ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this_day of , 2012, by Michael C. Ireland, Mayor, and Kathryn S. Koch, City Clerk. Witness my hand and official seal. My commission expires: Notary Public STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20125 by Virginia Polinski, as Vice President of Bluegreen Vacations Unlimited, Inc. Witness my hand and official seal. My commission expires: Notary Public Y CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT INTERPRETATION JURISDICTION: City of Aspen APPLICABLE CODE SECTIONS: Chapter 26.590,Time Share Development Section 26.104.100,Definitions EFFECTIVE DATE: 24 July,2012 WRITTEN BY: Phillip Supino, Community Development Intern THRU: Jennifer Phelan, Deputy Director APPROVED BY .4L Chris Bendon, Community Development Director SUMMARY This interpretation is being issued in response to an inquiry submitted by Jody Edwards of Klein, Cote & Edwards, LLC on behalf of Bluegreen Vacations Unlimited, Inc. (Bluegreen)with regard to whether the timeshare subdivision proposal for certain units of the Innsbruck, 233 West Main St., Aspen, CO, as operated by Bluegreen, complies with the timeshare requirements in City of Aspen Municipal Code Chapter 26.590, Timeshare Development. BACKGROUND The intent of the timeshare regulations Code section 26.590.010, Purpose and intent, is to "increase vitality" (26.590.010.A), "preserve and enhance lodging inventory" (26.590.010.13), "upgrade quality of accommodations" (26.590.010.C),. and "maintain community character" (26.590.010.D) of the City of Aspen through the use of timeshare development in approved zone districts. Currently, the property known as the Innsbruck is an approved timeshare development. Bluegreen seeks a code interpretation to ensure that their business model complies with City timeshare regulations prior to purchasing unsold shares in the Innsbruck and applying for an amendment to the Subdivision Improvements Agreement (SIA) to further subdivide their interest in the Innsbruck into smaller fractional shares. Municipal Code section 26.590.070.J, Prohibited practices and uses, identifies "right-to- use" properties as inappropriate timeshare uses in the City of Aspen. Right-to-use properties include "vacation chubs" and "lease-holds" in which beneficiaries of the properties do not own in interest in real property. Page 1 of 2 �7 INTERPRETATION The applicant notes in the interpretation request (Exhibit A) that the proposed use of the Innsbruck by Bluegreen is not a vacation-club or similar prohibited use, because it is "a deeded timeshare interest that does not expire." Bluegreen issues a warranty deed for a share of its property to the "owner beneficiary," which is then held in trust as a real property interest in perpetuity or until such time as the owner conveys or otherwise forfeits the share. It is staff's interpretation that the conveyance of a real property interest to owner beneficiaries as indicated in the Owner Beneficiary Agreement (Exhibit B) and the timeshare plan proposed by Bluegreen meets the requirements for a permitted timeshare uses within the City of Aspen and is not prohibited per Municipal Code section 26.590.070.J., Prohibited practices and uses. As a timeshare property within the City of Aspen, Bluegreen or its owner beneficiaries are required to remit Real Estate Transfer Taxes and Lodging and Sales Taxes as required in the City of Aspen Municipal Code Chapters 23.32, 23.48 and 23.50 and to the extent applicable. Furthermore, the City finds that the Bluegreen proposal for a time-span estate to be operated at the Innsbruck meets the State of Colorado definition of a timeshare corporation pursuant to C.R.S. §38-33-110 through the granting of a deeded interest in real property. APPEAL OF DECISION As with any Interpretation by the Community Development Director, an applicant has the ability to appeal this decision to the Aspen City Council. This can be done in conjunction with a land use request before City Council or as a separate agenda item. APPEAL PROCEDURES,26.316.030(A) Any person with a right to appeal an adverse decision or determination shall initiate an appeal by filing a notice of appeal on a form prescribed by the Community Development Director. The notice of appeal shall be filed with the Community Development Director and with the City office or department rendering the decision or determination within fourteen (14) days of the date of the decision or determination being appealed. Failure to file such notice of appeal within the prescribed time shall constitute a waiver of any rights under this Title to appeal any decision or determination. ATTACHMENTS A. Request for Interpretation dated 9 July,2012 B. Bluegreen Vacations Unlimited, Inc. Owner Beneficiary Agreement Page 2 of 2 THE INNSBRUCK SUITES INVESTMENTS,LLC, a Colorado limited liability company August 14,2012 Ms. Jennifer Phelan,Planning Deputy Director City of Aspen Community Development Department 130 South Galena Street Aspen, Colorado 81611 RE: THE INNSBRUCK INN,A CONDOMINIUM Dear Ms. Phelan: The Innsbruck Suites Investments, LLC, a Colorado limited liability company, is the owner of certain units and fractional,interests in The Innsbruck, a Condominium, located at 233 West.Main Street, Aspen(the"Property") as described in the Declaration of Condominium for The Innsbruck, a Condominium (Pitkin County Records Reception No. 542331). We do hereby authorize Bluegreen Vacations Unlimited, Inc., a Florida corporation, and its representatives, Haas Land Planning,LLC and Klein, Cote &Edwards, LLC to file and process with you an amendment to the Innsbruck PUD/Subdivision Improvements Agreement(Pitkin County Records Reception No. 508441) and the corresponding Condominium and Timeshare Documents to permit timeshare interests at the Innsbruck of up to and less than 1/12 fractions. Further, Bluegreen and its representatives are authorized to participate in any meetings or hearings with City staff and before any City decision-making authorities. Sincerely, THE INNSBRUCK SUITES INVESTMENTS, LLC By: William G Colorado Secretary of State - Sur-nary Page 1 of 1 F , 3. Business&Licensing I Elections&Voting search ror For this Record... History&Documents Cart of Good Standing Summary File a Document Subscribe Email Notification ..subscribe Email Notification ID Number: 20031333538 Name: Innsbruck Suites Investments,LLC Business Home ...... .. .... ......... .... ......... Business Information Registered Agent: Waas Campbell Rivera Johnson&Velasquez,LLP Business Search Registered Agent Street Address: 420 E.Main Street,Suite 210,Aspen,CO 81611,United States Registered Agent Mailing Address: FAQs,Glossary and ..._. _ .... _..._. ...... ...... Information Principal Street Address: 2950 East Broad Street,Second Floor,Columbus,OH 43209,United States Principal Mailing Address: Status: Good Standing Form: Limited Liability Company Jurisdiction: Colorado Formation Date: 10/22/2003 Term of Duration: Perpetual Periodic Report Month: October You may: • View History and Documents • Obtain Certificate of Good Standing • File a Document • Set Up Secure Business Filing for this Record • Subscribe to email notification regarding this record • Unsubscribe from email notification regarding this record Previous Page... rtrm:anG C,,adrt�:at i; http://www.sos.state.co.us/biz/BusinessEntityDetai1.do?quitButtonDestination=BusinessEn... 8/13/2012 Jennifer Phelan From: Jennifer Phelan Sent: Monday, August 13, 2012 3:38 PM To: 'Mitch Haas' Cc: 'jodisnow @hotmail.com' Subject: right to apply- Innsbruck Hi Mitch:Just have a slight technical issue. Although Bluegreen is interested in purchasing the Innsbruck units they are not the owners according to the title report. Can I get a letter consenting to Bluegreen applying for the land use approval from representatives of Innsbruck Suites Investments., LLC?Thanks. Jennifer Phelan,AICP Deputy Planning Director Community Development Department City of Aspen 130 S. Galena St. Aspen, CO 81611 970-429-2759 www.aspenpitkin.com 1