SUBDIVISION IMPROVEMENT AGREEMENT OR AAM SUBDIVISION LOT 2 AGREEMENT, (me is entered into as ofthis 53? 4'11 day of 2011 by and between the of Aspen Colorado, at home rule Colorado municipality, and 633 Spring 11, LLC, a. Colorado limited liability company RECITALS A. The Cityadopted Ordinance No. 16 (Series 0162010) on August 2, 2010 (?Ordinance B. As required by Section I of Ordinance 16, Owner has made and submitted to the City for approval a subdivision plat under the name and style of the Subdivision?.? (?Subdivision?) for the purpose of subdividing Lots I, Block 100, City and Townsite of Aspen into two (2) development lotsOwner is the owner of Lot 2, Aspen Art Museum Subdivision, consisting of Lots and E, and the westerly-15 feet of Lot F, Block 100, City and Townsite of Aspen, containing one mixed use building consisting of a maximum of two (2) free-market residential units with a total of 3,750 square feet of ?oor area and 11,250 square feet of ?oor areafor conunercial uses. D. The Plat has been approved by the City as required by Ordinance to and has been recorded at Plat Book 96 Page 9, as Reception Number 577041. - E. Section 2 of Ordinance 16 requires that contemporaneously with due recording of the Plat for the Subdivision and pursuant to the procedures and standards set forth in Title 26 of the City?s Municipal Code that the owners of both lots in the Subdivision record a Master Development Agreement and MBA Reference Plans meeting the requirements of City? 5 Land Use Code Section 26.480, within 180 days of the adoption of Ordinance 16. . F. The WA, recorded at Reception No. 557043, was made and entered into to satisfy the 9f 16., and was meanied by MBA Referees Plans, consisting of four sheets, recorded as 'Reccpti' ?on Number577042, a part of the MBA. e. we City has imposed certain conditions and in connection with its approval of the Subdivision and its exemltion and recordation of the Plot, such matters being necessary to promote, protect, and enhance the welfare of the public. H. Owner is willing to acknowledge, accept, abide by, and faith?l?y perlicnn the conditions and requirements imposed by the City in approving the Plat and MBA. I. Under the authority of Section 26.480370 (C and D) of-the Aspen Municipal Code, City is entitled to certain ?nancial guarantees to ensure that the required public facilities are and that required landscaping is implemented and maintained, and Owner is preparedto provide such guarantees as hereinafter set forth. NOW, THEREFORE, in consideration of the menial covenants contained herein, and the approval, execution, and acceptance ofthe SEA for recordation by the City, the parties agree as follows: 581783,98108!2011 at Page 1 of 12 93:21:59 PM, 1 0F 16, a $86.00 see Cede see AGREE Janice K. Vos Candi?, Pit-kio- Gounty, CO ARTICLE I PURPOSE AND EFFECT OF SUBDIVISION AGREEMENT 1.1 Pu_rpose- The purpose of this SIA, along with the Plat, is to set forth the complete and comprehensive understanding and agreement of the parties with the respect to the development of Lot 2 and to enumerate all terms and conditions under which such development may occur. - 1.2 E?r?eet. It is the intent of the parties that this SIA and the Plat shall effectively supersede and replace in their entirety all previously recorded and unrecorded subdivision, condominium, and other land use approvals and related plats, maps, declarations, and other documents and agreements encumbe?ng the Lot 2, except for the MBA ARTICLE II ZONING AND REGULATORY APPROVALS 2.1 Pursuant to the Ordinance, City Council granted approval of the subdivision of the Property for the construction of a three-storey mixed-use building consisting of 11,250 square feet of commercial ?oor area and 3750 square. feet of residential floor area. The residential ?oor area may be con?gured as one or two residential units, 5:1th to conditions and requirements set fonh in the Ordinance in connection-with its approval, which matters the City determined are necessary to protect, promote, and enhance the public health, safety and welfare. 2.2 In the event of any inconsistencies between the provisions of the Ordinance, the MBA andthis SIA, theprovisions of?re Ordinance shall control. ARTICLE DEVELOPMENT AND USE REQUIREMENTS AND RESTRICTIONS 3.1 mm g, Owner an record as our in the of?ce ofthe Pheasants; can and Recorderwithinonetl) year from the?nal adoption of the Ordinance. Whereas'the development is shall occur a?er building permit issuance, hutpriorto the issuance of a certi?cate of occupancy. 32 Pennit Application. In addition to such requirements emerated elsewhere herein and otherwise required by the City of Aspen Building Deparhnent, the building permit application for Lot 2 shall include the ?iilowing: a. A copy ofthe Ordinance and the MBA. b. The conditions of approval printed on the cover page of the building permit set. c. A fugitive dust control plan to be reviewed and approved by the City Engineering Department. d. An excavation?stabilimtion plan, construction management and drainage and soils report pursuant to the Building and Engineering Deparunent requirements. The (3th shall include an identi?cation of construction hauling routes, construction phasing, Page 2 of 12 3.3 and a construction tra?ic and parking plan for review and approval by the City Engineer and Streets Department Superintendent. The CMP shall also identify that the adjacent sidewalks will be kept open and maintained throughout construction, that landscaping, plantings and amenities on adjacent properlies will be protected, and that construction parking will not encroach on private parking.- e. Accessibility and ADA requirements shall meet adopted building code requirements. . An approved Landscape Plan for inthe public rights-of?way. g. A copy of the recorded SIA. h. Recordation of the Condominium Plat shall occur a?er building permit issuance, but prior tothe issuance ofa certi?cate of occupancy. Dimensional Requirempm. The project for Lot 2, as approved, complies the dimensional requirements of the Commercial (0-1) Zone District. Compliance with the allowable dimensional requirements will be veri?ed by the City of Aspen Zoning O?cer at the time of building permit nibmittal. The plans provided at the time of building permit submittal shall be consistent with plans and verbal representations presented to the City Council on August 2, 2010. Subgiade areas deSignated as ?Stolego? shall remain uninhabitable storage facilities. Ifthese areas are remodeled in the ?lttlIB, the applicant shall go through the appropriate land use reviews in place at the time of application. The following dimensions are approved for Lot 2: cancers? HI - edges-*- Minimum Lot Size 7,590 square ?eet Minimmn Lot Wid?l 75 feet Minimum Front Yard Setback 0 feet Hyman Avenue Maintain Side Yard Setback 0 feet East andWest property lines. Rear Yard Setback 0 feet Alley Minimum Area ?Alley frontage of 20 linear feet with a 10 foot vertical clearance and a 10 foot depth. mama Building Height 2'3 earm- Zustory elements, 33 feetfor 3-ston elements. (see note on height) Mniimnm Pedestrian Amenity Space As represented with set-back areas along Hyman Ayenue. Maximum Allowable Floor Area 15,300 square feet Maximum Commercial Floor Area 1 1,250 square feet Maximum Commercial Net LeasahIeArea 9,700 squarefeet Maximum Residential Floor Area 3,750 square feet (see note on floor In. Maximum Residential Net Livable Area 11. Residential Units area) 3,509 square feet total. The limit on individual unit size shall not apply. 2 units, which may be combined (see note). Page 3 of 12 o. Minimum Off-Street Parking Spaces 2 Slight adjustments to the dimensions represented above may occur upon review of a building permit as long as the rewiring dimensions do not exceed dross approved through this ordinance or as otherwise allowed in the Cl Zone District, as may be amended from time to time. Daring the period of stamer vested rights all dimensions shall be calculated as described herein. Where not speci?cally addressed herein, dimensions shall be calculated as provided in the Land Use Code in effect atthe time of adoption of this ordinance. Comb' idenii Units The two residential units within Lot 2 may be combined into one unit, or vice-verse, with no requirement for a Transferable Development Rigid, in accordance with that Administrative Amendment issued by the Development Director on October 4, 2010. Hei t: Mechanical equipment may extend over the height limit speci?ed above by 5 feet if setback from a Street-facing facade a on?nimum of 15 feet or se?aack item the Street a minimum of 30 feet. A stair enclosure necessary for roof-top access may amend up to 10 feet over the height limit speci?ed above if setback from awed?facing facade a minimum of'15 feet or setback ?rm: the Street a mininmm of 30 feet. A railing necessary for rooftop or balcony access may extend above the height limit speci?ed above by an amount necessary for building code compliance if 50% or more of the railing is transparent. Ail other architech and mechanical appurtenances may extend over the speci?ed maximum height limit as permitted in the Land Use Code in e?'ect at the time of building permit submission. Floor m: For the purposes of calculating the Floor Area for the mixed?use building on Lot 2, 100% ofthe circulation space shall be attributed to the commercial uses. ?Ihe on-site parking spaces shall be I attributed to the commercial Floor Area, but not restricted in use All other aspects of Floor Area for buildings within this subdivision shall be according to the allowances and of the Land'Use Codeine?'ectat?aetime of building permit submission. - 3.4. . .Housgg' ement. The. provisions below repiacs the a?srdable housing mitigation. provisions as stated indie MBA: 34. 1 Pursuant to that certain ACKNOWLEDGMENT 0F EMPLOYEE HOUSING MHGATION OBLIGATIONS C?Aclmowledgement?) between the Aspen Art Museum and Comer, AAM has assume responsibility for the mitigation of 5.95 employees or A copy of ?rst Acknowledgement is attached to this SIA as ?Appendix 3.4.2 Number of Employees Required to be The total number of employees required to be mitigated on Lot 2 is employees or FTEs. This is based on a commercial mitigation requirement of 19.9 less a credit for existing commercial of 13.8 for a commercial mitigation of 6.1 To this is added 2.6 Ellis for the residential component of the project, for atotal of 8.7 Ofthis the AAM has agrcedto 5.95 leaving an obligation for Lot 2 of 2.15 FTEs in accordance with the Acknowledgement. The requirement for 8.7 employees to be mitigated may be amended based on the ?nal calculation of net Ieasable areafor Lot 2. Page 4 of 12 . 3.4.3 Category 4. The housing requirement shall provide mitigation of employees (Fl?Es) at the Category 4 rate as provided in the Aspen Pitkin County Housing Authority in e??ect attire time of the adop?on of Ordinance l6. 3.4.4 Methods of Meeting Housing Requirement. Owner proposes to satisfy its obligations with respect to the housing requirement in one of the following methods: i. By the purchase of existing residential units not presently deed restricted or newly constructed-residential units located in an area within the City of Aspen or within those portions of unincorporated Pitirin County within the Aspen Urban Grow?r Boundary, and the deed restriction thereof with the conditions contained herein. . The purchase of units in the City?s proposed Phase II Burlingame project. The purchase of employee housing credits approved by the City of Aspen. iv. Cash in lieu with the approval of the City of Aspen City Council. v. Such other methods which may herca?er be proposed by AAM and Owner, and agreed to by the City. - 3.4.5 Cash in Lieu Amount The Category 4 mitigation obligation on the date of the adoption of Ordinance 16 was $134,079 per FTE. For 2.75 employees to be mitigated, this results in a total obligation of $368,717 if satis?ed by cash in lieu, if proposed to and hereafter agreed to by the City of Aspen City Council. This arnount may be amended based on the ?nal total net leasable area calculation described in subsection above. s: 3.4.6 Timing to Meet Housing Requirement Pursuant to Section 8 of Ordinance 16, the housing mitigation in satisfaction of the housing requirement must be ?rlly satis?ed no later than the time when the permitted improvements have been completed on Lot 2 and entitled to the issuance of a certi?cate of occupancy. 3.5 Trasmm?lgty' I Service Area. The trash containers shall be wildlife proof and meet the City?s Certi?cate of Appropriateness regulations pertaining to size and 3.6 Sidemks, Club and Gutter. The sidewalks shall meet the City Engineer?s standards and ADA Prior to Owner-shall- provide a sidewalk, curb-and- guteer plan that meets the approval of the City Engineer. Such improvements shall be made prior to issuance of a Certi?cate of Occupancy for units on Lot 2. Owner shall accommodate reasonable design changes to the Landscape Plans as requested by the City to implement an expanded pedestrian in?aslrucmre adjacent to Lot 1, AAM Subdivision. 'v 3.7 Mg; To accompany this SIA, Owner leis submitted, and the City has approved, a set of Plat Drawings consisting of 25 sheets and a title sheet, entitled ?625 East Hyman Avenue SIA. Plans.? These plans satisfy the standards oftheCity Engineer and City utility agencies, and include civil engineering drawings for all public improvements related to this project, architectural drawings, exterior lighting plans, and landscape plans for the public right-of?way. Such plans are recorded as Roception Nofgz 23 or shall acconuuodate reasonable design changes to the landscape Plans as requested by the City leruent an expanded pedestrian infrastructure adjacent to Lot 1, AAM Subdivision. Page 5 of 12 3.3 Electrical Easement. As provided under that certain Plat Note referenced on the Plat, an electric easernentshallbegrantedtothe City ofAspenforthe electric service ochts 1&2, which easement shallbe located on Lot 2. Anaehed as ?Appendix hereto is a crap showing the proposed location of said electric easement based on preliminary plans for'devclopment of Lot 2. The parties hereto acknowledge that the location of the electric easement may change once ?le design speci?cations for construction of Lot 2 are ?nalized. Therefore, Owner agrees that within thirty (30) days of the intellation of the electric ?cilities on Lot 2, Owner shall enter into {and record in the Pithin County real property records) an electric easement in fonn acceptable to the City evidencing the location of the electric easement area on Lot 2 based on the as-built condition of the electric - 3.9 Water Demetri; Mnements. Owner shall comply with the City of Aspni Water System Standards, with Title 25, and with the 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. Each of the new units within the building shall have individual water meters. 3.10 Sanitation District ents' . Owner shall comply with the Aspen Consolidated Sarntation District?s (ACSD) rules, regulations, and speci?cations which are on ?le at the District of?ce. ACSD will review the approved drainage plans to assure that clear water connections (roof, foundation, perimeter, patiodrains) are not connected to the sanitary Sewer system. Orr-site utility plans shall require approval by ACSD. 3.10.1 Oil and grease bloom (not traps) are required for all food processing establishments. The locations of any food processing shall be identi?ed prior to issuance of a building permit. Even though the space will he tenant-?nished, interceptors will be required at the time of issuance ofa certi?cate of occupancy if food processing establishments are anticipated for this project. 3.10.2 Oil and sand separators are required for parking garages and vehicle maintenance establishments. Driveway entrance drains must drain to drywells. The elevator shells must drain through oil and sand interceptors. . 3.10.3 Any old service lines must will be excavated and abandoned at the main sanitary sewer line according to ACSD requirements. Below grade development shall require installation of a pumping system. One sanity sewer tap is allowed for the building. Shared service line agreementsmaybe required where more-than one tnritis servedby asingle lins- 3.10.4 If soft or hard landscaping will impact public ROW or easements to be dedicated to the district, the landscaping plans will require approval 3.10.5 A11 ACSD recs shallhe paid prior to issuance ofa building pennit. 3.10.6 Any glycol heating and snow melt system will be designed to prohibit any discharge of glycol to any portion of the public and private sanitary sewer system. Any glycol storage areas will have approved containment facilities. 3.10.7 Soil nails shall not be utilized in the public right of way above ASCD main sewer lines. 3.19.8 Owner?s civil engineer will be required to submit existing and proposed ?ow calculations- 3.11 Exterior 14g? hing? . All exterior ?ghting shall meet the requirements of the City? Outdoor Lighting Code pursuant to Land Use Code Section 26.575.150, Ozudoor lighting. Page 6 of 12 3.12 landscaping. Any planting in the public ?ght-c?-my (ROW) shall be subject to the City?s ?Landscaping in ROW requirements.? Improvements to the ROW will mche trees, tree grates, and irrigation and Owner shall work with the Rules Department in order to design an appropriate trench box for new tree plantings. All plans for tree plantings Will be completed and Owner shall obtain concepmal approval of such plans prior to building permit sshmittal. Owner shall accommodate reasonable design changes to the landscape Plans as requested by the City to implement an expanded pedestrian ilt?ash'uchlre adjacent to Lot 1, AAM Subdivision. 3.13 Mg]; Deck. Lot 2 shall have a rooftop deck accessible to its free-market residential housing. The roof deck may incorporate a lap pool which does not count in overall ?oor area for Lot 2 or its residential uses. All planter boxes on the rooftop shall be limited to a maximum depth of one (1) foot and six (6) inches, and no roo?cp planting will exceed four (4) feet in height at ?rll maturity. The aforementioned height shall be measured from the roof level as illustrated in the SIA plans. Pennanent shading strootnres be prohibited on the rooftop deck, however, seasonal, temporary shade structures, including but not limited to umbrellas, are permitted on the roof deck 3.14 O?iStrcet Parling' . There shall be a minimum of two (2) garage parking spaces, accessible ??om the alleyway. 3.15 Vested ?ghts. The Ordinance, the MBA, the Plat and any Condominium Maps, when approvals tor Lot 2 (?fAmr-ovals?) constitute an approved ?site-speci?c development plan? pursuant to ?24~ 68-101, et CRIS. (the ?Vested Rim ?nite?), and shall establish and extend vested property rights to develop Lot 2 indie manner contemplated by the Approvals pursuant: to ?le Vested Rights Stahrte until three (3) years from the issuance of the Development Order for the Project (the ?Westing Period Elation Date?). A Development Order was issued on August 15, 2010, indicating thatthe Vesting Period Expiration Date is August 15, 2013. Approvals for Lot 2 shall be vested against any changes in the City Code which may be contrary or in con?ict with those rights described herein above, through the Vesting Period Expiration Date. This SIA shall be considered a ?development agreement? as that term is used in ?24~68~104, C.R.S., and shall include ?re develop and use Lot 2 in the manner Marthe Appmvals- 3.16 All material representations made by Owner on record, whether?- in public or in documentation presented before City. Council, shall .be binding upon the. Dealer, successors, and assigns. 3.1? Public Improvements Costs Estimates. Attached hereto as ?Appendix are cost estimates for public improvements proposed by Owner together with a description of those improvements for Lot 2. ARTICLE IV. FEES and EXACTIONS 4.1 Impact Fee 5mg. Attached hereto as ?Amdix is a summary of the total impact fees (?Impact Fee Summagf?) for the development of Lot 2 by Owner. 4.2 Pad: Develoment 1111M Fee. Owner shall pay a park development hnpact fee prior to the issuance of a building permit, calculated according to the fee schedule in the Aspen Land Use Code in effect at the time of Building Permit submittal- Page 7 of 12 4.3 Quality Fee. Owner shall pay a Quality Fee according to the fee scheduleinthe City ofAspen Land UseCodeine??ect atthe time ofBuilding Pennitsubmittal. 4.3 Pedestrian Amenity C?-in?Lieu Fee. Owner shall pay a Pedestrian Amenity Cash?in- Lieu Fee according to the fee schedule in the City of Aspen Land Use Code in effect at the time of Building Permit submittal. The actual fee shall be reduced by the cost of public improvements provided by Owner on Lot 2, along with the cost ofthose public improvements provided by AAM on Lot 1 of the AAM Subdivision. 4.4 School Lands Dedication Fee. Owner shall pay a fee-in-lieu of land dedication prior to issuance of a building permit, calculated by the City of Aspen Community Development Department using the inundation methodology and fee schedule in a?'ect at the time of building permit 311me Owner shall provide the market value of the land including site but rescinding the value of structures on the site with the building permit application. ARTICLE V. COST AND FINANCIAL ASSURANCES 5.1 Proof of Financing. Before the issuance of a building permit for the development of Lot 2, and as a condition of such approval, Owner shall provide to the City Building Department and City Attorney for review and approval, satis?ctory evidence that Owner has in place su?cient ?nancing to accomplish and complete the construction of the development on Lot 2 covered by the building pennit and any public improvements identi?ed withintbis SIA and required under Ordinanw 16 and the provided, if there is no loan with respect to development of Lot 2, then Owner shall provide a letter from a ?nancial instimtion stating that Owner has ?mds available in an amount that covers the estimated cost of construction for the development of Lot 2. Such ?nancing may include without limitation, a construction loan from an institutional lender or lenders and equity capital investments andfor donations from Owner or third party investors or contributors. In addition, before issuance of a building permit for Lot 12 Owner shall provide supporting cost estimates for all improvements covered by the requested building permit prepared by that Owner?s general contractor for review and. approval by the City ofAspen Building Deparmlent. 5.2 Bond; Before issuance of a pennit for develnpment of Lot 2' of the Subdivision and as a condition of such issuance, Owner shall provide to the City Building Department and the City Attorney for review and approval a copy?of performance bond issued and committed to be issued to Owner?s general contractor by an instinnional surety company pursuant to which said institutional surety company agrees to provide the funds necessary to complete the construction-of the improvements covered by the building permit and any public improvements on Lot 2 for which the building permit is being requested. Such performance bond shall name Ovvner and the City as additional bene?ciaries and insured thereunder and grant to either or both of them a direct right of action under the performance bond in order to conduct or ?nish public nnprovements and to complete the construction of the cost of the improvement covered by the building permit. 5.3 Cash Escrow for Site Protection. Before the issuance ofa building permit for Lot 2, and as a condition of such issuance, the owner of Lot 2 will deposit with Stewart Title ofAspen, Inc. the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS AND C?Escrow Funds?) in the form of cash or wired funds pursuant to an Escrow Agreement made and entered into between Owner of Lot 2 and the City which shall provide as follows: Page 8 of 12 i. In the event construction work on the development of Lot 2 shall cease for sixty (60) days or longer (?Work mango?) prior to a ?nal inspection by the City of the work authorized by a ?erce permit on such lot, then the Cityin its discretion may draw upon the Escrow Funds from time to time as needed for the purposes of protecting and securing the Inticonstruc?on site and improvements thereon ?cm damage by the elements andfor from trespass by noau?lorized persons, and for purposes of improving the site to a sale condition such that it does not become an attractive nuisance or otherwise pose a threat to neighbors crother persons. The Escrow Funds or any remaining balance thereof shall he returned to Owner of Lot upon completion by the City of a. ?nal inspection and issoance of a Certi?cate of Occupancy for Lot 2, orwhen otherwise agreedto by Owner ofLot2 and?le City. The City shall he named as a third party bene?ciary of the Escrow Agreement with the express right and authority to enforce the seine ?nal time to time in accordance with the tenor in terms thereof. - ARTICLE VI NON-COMPIIANCE AND REQUEST FOR MNDBENTS OR EXTENSIONS In the event that the City Council determines that (how is not acting in substantial compliance with'the terms of this SIA, the City Council shall notify Owner in writing specifying the alleged non- compliance and ask that owner remedy the alleged non-compliance within such reasonable time as the City Councilmay determine, but not less ?airty (30) days. Ifthe City Council determines that Owner has not complied within such time, the City Comoil may issue and serve upon Owner a written order specifying the alleged non-compliance and requiring Owner to remedy the same within thirty (30) days. Within Monty (20) days of the receipt of such order, Owner may ?le with the City Council either a notice advising the City Council that it is in compliance or a written petition requesting a. hearing to determine any one or both of the following matters: A. Whether the alleged non-compliance exists or did exist, or B. Whethera variance, extension of time or amendmentto this SIA should be granted with respectto any such non-compliance whichis determinedto exist. Upon the-receipt-of-such petition, the City shall schedule a- hearing-to- consider the matters set forth in the order of non-compliance and in the paition. The hearing shall be convened and conducted pursuant to the procedures normally established by the City Council for other hearings. If the City Council detenniuw by a preponderance of the evidence that a non-compliance has not been remedied, it may issue such orders as maybe appropriate, including die imposition of daily ?nes until such non-compliance has been remedied, the withholding of pennits andIor certi?cate of occupancy as applicable; provided, however, no order shall terminate any land use approvals; The City Council may also grant such variances, occasions of time, or amendments to this SIA as it may deem appropriate The parties expressly acknowledge and agree that the City Council shall not unreasonath refuse to extend the time periods for performance hereunder if Owner demonstrates by a preponderance of the evidence that the reasons for the delay(s) which necessitate-said extension(s) result from acts of God or other events beyond the reasomhle control of Owner, despite good faith e??orts on its part to in a timely manner. Page 9 of 12 ARTICLE GENERAL PROVISIONS 7.1 Consultation. It is the intent of the parties that this SIA and the Plat shall e?ectiirely supersede and replace in their entirety all pronoust recorded and unrecorded subdivision, condondniam, and other land use approvals and related plats, maps, declarations, and other documents and agreements encombering Lot 2. - 7.2 Bi g?ng Effect. The provision of this SIA shall be binding upon and inure to the bene?t of Owner and City and their respective successors and assigns. 7.3 Sims. This so shall be subject to and construed in accordance with the laws ofthe see of Colorado. . 7 .4 Invalidity. Ifany provision of this SIA or any paragraph, sentence, clause, phrase, word, or section or the application thereof in any circumstance is invalidated, such invalidity shall not affect the validity of the remainder of this SIA, and the application of any such provision, paragraph, sentence, clause, phrase, word, or section in any other circumstance shall not be affected thereby. 7.5 Entire Amman. This SIA and Appendices attached hereto, the MBA, MBA Reference Plans, consisting of four sheets, and Ordinance 16 contain the entire understanding between the parties hereto with respectto the transactions contemplated hereunder. Owner, its successors or assigns, may on its own initiative petition the City Council for an amende to this or for an extension of one or more of the time periods required for performance hereunder. The City shall not unreasonably deny such petition for amendment or extension after considering all appropriate circumstances. Any such amendments or extensions of time shall only become e??eotive upon the execution by all parties hereto that are a?ected by the proposed mnendment. 7 .6 Section Nmnhers d: Headings. Numerical and title headings contained in this SIA are for convenience only, and shall not be deemed determinative of the substance contained herein. As used herein, where the context requires, the use of the singular shall include ?ie'pluml and the use of any gender shall include all genders. Notice. Notices to be given to the parties to this shall he considered to be given if hand delivered or if deposited in the United States Mailto the parties by registered or certi?ed mail at the addressw below, or Such other addresses as may he .suhslihrted upon written notice by the parties or their successors or assigns: CITY City of Aspen City Manager 130 South Galena St. Aspen, CO 81611 OWNER: 633 Spring 11, LLC A1111: Andrew V. Heeht, Esq. Gar?eld Hecht, RC. 691 E. Hyman: Avenue Aspen, Colorado 81611 Page 10 of 12 7 .8 Counteggarts. This SIA may he executed in counterpa?s, in which case all such counterparts together shall constitute one andthe same instrument which is binding on all of the parties thereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart. Facsimile signatures shall be treated as on'ginal sigaamres hereon. 7.9 Covenant with the w. The terms, conditions, provisions and obligations herein contained shall be deemed covenants ?rst run with and burden Lot 2 of the Subdivision and any and all owners ?iereof or interests therein, their reapec?ve successors, grantees or assigns and ?nale}: shall inure to the bene?t of and be speci?cally enforceable by or against the parties hereto, successors and assigns. 3N WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year above ?rst written CITY City of Aspen, Colorado, a Colorado municipal corporation aim/I . d, Mayor APPROVED AS TO FORM: City Attorney OWNER: - 633 Spring - By: Spring Street I, LLC, its Manag By: Nikos HecthManager STATE OF COLORADO )ss. COUNTY OF PITKIN so! The foregoing instrument was aclmowledged before me this day 0 2011, by Michael C. Ireland as Mayor and S. Koch as City Clerk of the City of 11, Colorado, a municipal corporation . Witness my hand and of?c' cal. Page 11 of 12 STATE OF COLORADO )ss. COUNTY OF The foregoing instnunent was acknoudedged he?are me this 3? day ofm 2011, by Nikos Heoht, Manager of Spring Sues-t I, LLC, Manager of 633 Spring II, LLC. Witness my hand and nf? i 56:71 My commission wires: Notary Pub Page 12 of '12 Appendix A - AAM Subdivision Lot-2 - Public Improvements Cost Estimate .0000: SE 1017902000! marinas 81A Plan Set omaem 1 Delia: July 13, 2011 item it DESCRIPTION OF WGRK Unit Qtrantitv Unit Price Total SMPREP: 1 Mobilization and Demobilization is 1.00 22,000.00 22,000.00 2 Traffic Management-signing, ironicade flagging, puhiic outreach - project duration ts 1.00 15,000.00 15,000.00 EROSION comma: 1 Construction Erosion cone-oi LS 1.00 2,500.00 2,500.00 2 inlet protection Each 1.00 500.00 500.00 3 Vehicle tracking Control ?sweeping LS 1.00 2,000.00 2,000.00 REMOVAL HEMS {demolition}: 1 Sawcut to foil depth, remove, and dispose asphait pavement mat! SF 2,600.00 8.00 20,800.00 2 Sewcut to full depth and remove concrete fiatwnrir, etc.) 12.00 90.00 1,080.00 3 Unclassi?ed Exo- w. line, Storm 5., C06 Prep. Sans, Dry Utii., Ailey Prep CY 300.00. 45.00 15,300.00 comsroumoiv FEMS: 1 Back?ii&Compactlon Class Stomacteti quantity 125.00 50.00 6,250.00 2 8.75 foot wide concrete sidewalk - 6? thick 75.00 90.00 6,750.00 3 Concretecurb and gutter wide Catch pan LF 75.00 44.00 3,300.00 4 HMA patch 45" thick, placed and compacted in 3" lifts SF 2,500.09 9.00 23,400.00 5 4" 01? Service tine . LE 00.00 65.00 2,600.00 6 4? Gate Valve Each 1.00 1,800.00 1,800.00 2? Sanitary Sewer Service Line LF 115.00 70.00 1,050.00 3 - Shaiiowlorv Utility Conduits and trench ?lling - 4 totai runs LF 00.00 30.00 2,400.00 9 15" diameter RCP CL-ili LF 27.00 160.00 4,320.00 10 City ofAspeo Curb inlet Each 1.00 4,000.00 4,000.00 11 WQCV - Underground Vault Notepp?cobie 12 WQCV Pump System - Submerged Noteppiicabie 13 Drip Irrigation System LS 1.00 1,500.00 1,500.00 14 Tree Grate Each 5.00 1,200.00 6,000.00 15 Street Tree Each 5.00 1,500.00 3,500.00 16 4? diameter Storm Sewer Mil ?Cast on top of the roasting Hyman Ave. Storm Sewer Each 1.00 6,000.00 5,000.00 17 Electric Transformer Each 1.00 7,500.00 1500:00 18 Utility Pedestais and Parts is 1.00 2,200.00 2,200.00 Relocate StreetLight1.00. 3,000.00 3.00900 20 Eiectric senrioe line and conduit along with 5 tree-wail outlets LS 1.00 2,500.00 2,500.00 Subtotal Construction 131,250.00 Total Construction: 171,250.00 CONSTREEHON MANAGEMENT - Civil Consultantsiervices: - 1 Adva?sing, Bidding, Bid Doc production, contract negotiation, award l5 1.00 1,000.00 1,000.00 2 CA services - constr coordination, field observation, inspections, pay processing LS 1.00 9,000.00 9,000.00 3 Construction Staking and preparation of as-huiit drawings ore City?s requirements 1.5 1.00 3,800.00 3,000.00 Totai CM 13,800.00 TOTAL LOT2 135,050.00 1. Park Development Impact Fee This lice has both residential and commercial components. Based on a 3?bedroom residence this fee is $13,287 for the residential portionadditional net leasable oomercial (a?er credits for existing commercial) the fee would be $16,830.50; for atotal The fee due shall be calculated by the Community Development Department according to the Park Development Fee schedule in place at die time of Building Permit sabmittal. 2. Quality Impact Fee - This fee has both residential and commercial components. Based on a 3-bedroom residence, this fee for would be $1,494 for the residential portion. The 4,105 sf of additional net leasable would be $1,888.30; at atotal of $3,382.30. The achial foe due shall be calculated-by the Development Department according to the Quality Fee schedule in place at the time of Building Permit submittal. . 3. School Lands Dedication Cash?in?Lieu Based on the current County Assessor?s ?gures for land who and an assumption of a 3?bedroom residence, we believe that the eash~in~lieu ?n this maid be $19,936.22. ?the actual fee due shall be calculated by the Commity Development Department according to the School [ands Dedication Cash-in-Lieu Fee schedule in place at the time of Building Permit snhmittal. 4. Pedestrian Amenity Fee Based on 7,500 of. of lot area, the 25% requirement for pedestiian amenity space would amount $1,875 sf. With nooneitededicanene?and, theoashsindieu'fee for 2 would be based on $75 per square foot oflaad required for a total of $140,625. However, per the Ordinance 11, Pedestrian Amenity Fee), ifa pedestrian amenity'space'is provided on Lot 1, no fee shall be due. Ifno amenity space is provided on Lot 1, then the fee shall be the calculated pedeshian amenity fee reduced by the cost of any on?site or o?-site pedestrian improvements provided by Owner. These fee estimates are subject to ?nal calculation at the time of Building Pennit Application. 5%;ng at. . . . Ea gnu Noam?25 . . :5an $23338 in a; om mmndoz . 7% E23: SE 323% 85.x. ?zmm $.33 03% m5 3.8. mm. will? a n3 om anung 8:21 23 z? 9" 86360 m 8 wit; .. .2 Appendix 8mg. 204m? b5 mania am ?333 no ?rm Q3 a" rug: 3.. 25 manna mu 2 3% m. N. 3033 0: r3 m: Sumac?6.35 Banana? 0* $3 .1 13.241338. BHHEO . a . mat??umOvOmmU 1.. Egan umno.3 . umbo Hombo mop?um we. 23.9 383.230 85% zc?ooagmzo?? an? mag?yam - 5.0 :32 25. 233.2 822 ?2.12 axwmm 3,3 Pu. . 88.30 mg gm . 3 9" $323.02 $922 :38; . :42 33%. 2m p83 gang 933 13.059 WOMEDGRENT OF EMPLOYEE HOUSING OBLIGATIONS THIS ACKNOWLEDGIVIENT OF EMPIDYEE HOUSING MITIGATION OBLIGATIONS ("Acknowledgmen made on the 29? day of July, 2011 by and between 633 Spring II, LLC (??eiler") and the Aspen Art Museum ('Euxer?) at the request of the City ofASpen (the RECITALS A. The Seller and Buyer entered into that certain Contract to Bay and Sell Real Estate dated October "Pro-Printed Contract"), as amended by Addendum thereto dated as of October 5, 2010 (the ?Addendum?; and that certain First Amendment to Contract dated February 11, 2011(the ?First Amendment? together with ?re Pro-Printed Contract, Addendum, and any other mentally executed shall be referred to as the ?Contraet") for the purchase and sale of that certain property described in tile Contract as Lot 1, AAM Subdivision (?Lot Pursuant to the Contract, Seller shall retain Lot 2, am Subdivision B. Pinsuant to the Master Development Agreement between the City, Seller and Buyer, recorded at Reception No. 577043 (the cm an}, Sena. and Buy? must provide housing imhg amount of 5.95 employees, or such greater number as shall be required by the net leasable area constructed on Lot 2. C. In connection with Seller recording its Subdivision ImproVement Agreement for L012, the parties desire to aclotowledge their respective obligations with respect to the employee housing mitigation required by the MBA. NOW, THEREFORE, Buyer and Seller hereby acknowledge and rea?inn as follows: 1. ?nger of Eggs Buyer Must Mitigate. Buyer is responsible for mitigation of 5.95 employees or Fl?E?s with respect to Lot 2. In the event that the number of employees required to be mitigated is more than 5.95 based on the ?nal calculation of net leasablc area for Lot .2, Seller shall be responsible for mitigation of said balance (if any) that is above 5.95 provided, however, if Buyer chooses to mitigate more than 5.95 Seller is only responsible for the balance (if any} between the total mitigated by Buyer and the total required to be mitigated for Lot 2. By way of example, if the total Fl?E?s required to be mitigated forLot 2 is 8.7 and Buyer mitigates 6.5 then Seller is responsible for 2.2 ms. 2. Timing for Buyer; to Comnlete Mitigjion. Although the MBA provides that the housing mitigation for Lot 2 must be fully satis?ed no later than the time whenthe pennitted improvements have been completed on Lot 2 and entitled to the issuance of a certi?cate of occupancy, Boyer mat billy satisfy its omployeo'housing' mitigation obligations-described under Paragraph 1 above in accordance with the terms of the Contract between Buyer and Seller. As of the date hereof; - the? Contract provides-forBuyer?s mitigation to be. completedno later than 15, 2011. IN WITNESS WEREOF, this Acknowledgement has been executed as ot' the date set forth above. SELLER: I 633 Spring 11, LLC By: Spring Street I, its Manager BUYER: Aspen infant I M- .Scsmo ideas), ?73. Vice.- 'Rz?srbam'f"