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Amended and Restated BV Restricted Housing AgreementRECEPTION#: 647395, R: $98.00. D: $0.00 DOC CODE: AGREEMENT Pg 1 of 18, 05/1612018 at 02:35:54 PM Janice K. Vos Caudill, Pitkin County, CO AMENDED AND RESTATED BASE VILLAGE RESTRICTED HOUSING AGREEMENT THIS AMENDED AND RESTATED BASE VILLAGE RESTRICTED HOUSING AGREEMENT (this "Agreement") �n is entered into to be effective as of �J)between SNOWMASS VENTURES LLC, a Delaware limited liability company ("Developer"), anh the TOWN OF SNOWMASS VILLAGE, COLORADO, a Colorado municipal corporation (the "Town"). This Agreement fully replaces the prior Base Village Restricted Housing Agreement executed between the Town and Snowmass Acquisition Company LLC, dated September 19, 2016. RECITALS WHEREAS Developer intends to continue to develop that real property situated in the Town commonly known as Lots 1-9, Base Village Planned Unit Development (the "Property"), as depicted on the Final Plat for Base Village P.U.D.; WHEREAS the Town previously approved development of the Property (the "Project") as more particularly described in Town Ordinance No. 21, Series of 2004 (the "Original Ordinance"), as subsequently modified by various Town Planning Director modifications and Town ordinances; WHEREAS Developer received approval from the Town to certain changes to the Project pursuant to a Major PUD Amendment as more particularly described in Town Ordinance No. 9, Series of 2015 recorded as Reception No. 632289, in the records of Pitkin County, Colorado (the "Amendment Ordinance"); WHEREAS Developer has received approval from the Town to certain changes to the Project pursuant to a Minor PUD Amend t as ore particularly described in Town Ordinance No. 1, Series of 2018 recorded as Receptioin the records of Pitkin County, Colorado (the "Minor Amendment Ordinance") WHEREAS in conjunction with the development of the Project, Developer is required to mitigate a required amount of Restricted Housing (as defined below); WHEREAS this Agreement specifies the methods by which Developer shall mitigate such Restricted Housing; WHEREAS execution ofthis Agreement by the Town and Developer is contemplated by the Amendment Ordinance; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I RESTRICTED HOUSING 1.1 Restricted Housing Mitigation Requirement. As part of the development of the Project, the Town Land Use and Development Code (the "Code") as applied to the Project as originally DMWEST # 13450554 v4 approved in the Original Ordinance required Developer to mitigate 137,455 square feet of Restricted Housing. As a result of the amendments and revisions approved via the Amendment Ordinance and the Minor Amendment Ordinance, the net mitigation required for the Project is 131,524 square feet of Restricted Housing (the "Restricted Housing Requirement"). 38,143 square feet of Restricted Housing was constructed at Club Commons Il, 31,708 square feet of Restricted Housing was constructed at Sinclair Meadows, and 6,288 square feet of Restricted Housing was constructed within Phase 1 of the Project and Building 13A, including Unit 330. The foregoing constructed Restricted Housing, together with the 38,892 square feet of Restricted DMWEST #13450554 A Housing credits held or to be obtained by Developer and 172 sq. ft. of "Other", results in the provision of 114,859square feet of Restricted Housing. The remaining development of the Project as approved in the Amendment Ordinance requires Developer to mitigate an additional 16,320 square feet of Restricted Housing (the "Remaining Restricted Housing Requirement"). The Restricted Housing Requirement has been calculated by multiplying (i) the number of employees assumed to be generated by the Project at the rates set forth in Table 4-5 of the Code by (ii) 448 square feet of net interior floor area per generated employee (iii) by a required mitigation rate of 45% minus (iv) any applicable Restricted Housing redevelopment credit, as such formula is more particularly described in Section 16A-4-400 et seq. of the Code. For purposes of this Agreement "Restricted Housing" means one or more residential dwelling units that is intended to be used to house employees generated by the Project or other individuals employed within the Town and is subject to a Declaration of Restrictive Covenants as described in Section 1.5 below. 1.2 Satisfaction of Restricted Housing Requirement. 1.2.1 Methods of Satisfaction. Developer shall satisfy the Remaining Restricted Housing Requirement through "on-site" Restricted Housing to be built at the Project. Attached hereto as Exhibit "A" is the Restricted Housing Mitigation Schedule, which schedule sets forth the manner in which Developer intends to mitigate the Restricted Housing Requirement, including the size, location and phasing of such mitigation. 1.2.2 Timing for Satisfaction/Prerequisites to Development. The Amendment Ordinance sets forth the phasing plan by which Developer may construct the remaining buildings approved for the Project (the "Phasing Plan"). For the avoidance of doubt, Developer previously caused to be constructed the "Club Commons II" project, the square footage of which has previously been fully applied against the Restricted Housing requirements for the previously- constructed portions of the Project. The Town acknowledges that "Sinclair Meadows" has already been constructed and the square footage of such project shall be used to mitigate the Restricted Housing requirements for the Project as more particularly described on Exhibit A. The "on-site" Restricted Housing shall be constructed contemporaneously with the development of the applicable building of the Project within which such Restricted Housing is located. 1.3 Ownership 1.3.1 On -Site Restricted Housing. The on-site Restricted Housing to be constructed after the date hereof shall be operated as a combination of for sale and rental housing sold or rented by Developer to eligible individuals in the Town, as such eligibility is determined by a Declaration of Restrictive Covenants described in Section 1.5 below, as follows: (a) The following proposed condominium units are approved as rental Restricted Housing: (i) EH Units 101 and 102 on the Lower Village Level of Building 5 (the "Building 5 Rental Units"); (ii) EH Unit 202 (two bedroom), EH Units 203 and 204 (one bedroom),of Building 7 and EH Unit 109 (two bedroom) of Building 8 (the "Building 7 & 8 Rental Units"); (iii) EH Units 101, 102, 103, 104, 105, 106, and 107 on the Village Level of Building 13B (the "Building 13B Rental Units"); and (iv) EH Unit 330 of Building 13A consisting of 613 square feet (the "Building 13A Rental Unit") (the Building 13A Rental Unit together the Building 5 Rental Units, Building 7 Rental Units, and the Building 13B Rental Units, the "Rental Units"); (b) All other on-site Restricted Housing (which includes EH Units 101, 102, 103, 201, and 205 in Building IOAB and EH Units 101 and 102 in Building 11) shall be "for sale" condominium units sold pursuant to the requirements hereof. 1.3.2 Sinclair Meadows. The off-site Restricted Housing constructed at Sinclair Meadows was previously sold by Developer (or its predecessor in interest) to eligible individuals in the Town. 1.4 Initial Sales Price, Rental Rates and Rental Eliuibili 1.4.1 Initial Sales Price. The initial sales price of the Restricted Housing units to be sold by Developer pursuant to Section 1.3.1(b) above shall be consistent with the then -current sales prices, on a dollar per square foot basis, for comparable units in the Daly Townhomes project. 1.4.2 Rental Rates. The initial rental rate charged by Developer for the Restricted Housing units leased by Developer pursuant to Section 1.3.1(a) above shall be as follows: (a) The Building 5 Rental Units are restricted to rental rates initially consistent with the rents charged for Building 3 of the "Club Commons Il" project. The amount of rent to be charged shall include provision of the following services by the owner of the Building 5 Rental Units (or the Building 5 condominium association): (i) basic cable TV; (ii) high speed Internet access; (iii) electricity; (iv) water; (v) sewer service; and (vi) gas. Increases in the maximum rental rates for the Building 5 Rental Units will be determined in consultation with the Town Housing Department based on increases in annual expenses for the Building 5 Rental Units. The Town may, upon written request to the Building 5 Rental Unit owner, audit the Building 5 Rental Units to determinate compliance with the rental limitations set forth herein or to calculate increases in annual expenses for the Building 5 Rental Units. The Building 7 & 8 Rental Units are restricted to maximum initial rental rates as set forth on Exhibit B attached hereto. The amount of rent to be charged shall include provision of the following services by the owner of the Building 7 & 8 Rental Units (or the Building 7 & 8 condominium association): (i) basic cable TV; (ii) high speed Internet access; (iii) electricity; (iv) water; (v) sewer service; (vi) gas; and (vii) parking in the Project parking garage. Increases in the maximum rental rates for the Building 7 & 8 Rental Units will be determined in consultation with the Town Housing Department based on increases in annual expenses for the Building 7 & 8 Rental Units. The owner of the Building 7 & 8 Rental Units will provide an annual report to the Town Housing Department by January 31 of each calendar year disclosing the rental status of the Building 7 & 8 Rental Units for the prior year, consisting of the name of the tenants and the rental rates then in effect, including any information necessary for the Town Housing Department to determine compliance with the rental of the Building 7 & 8 Rental Units or to calculate increases in annual expenses for the Building 7 & 8 Rental Units. (b) The Building 13A Rental Unit and the Building 13B Rental Units are restricted to maximum initial rental rates as set forth on, Exhibit C attached hereto. The amount of rent to be charged shall include provision of the following services by the owner of the Building 13 Rental Units (or the Building 13 condominium association): (i) basic cable TV; (ii) high speed Internet access; (iii) electricity; (iv) water; (v) sewer service; (vi) gas; and (vii) parking in the Project parking garage. Increases in the maximum rental rates for the Building 13B Rental Units will be determined in consultation with the Town Housing Department based on increases in annual expenses for the Building 13A Rental Unit and the Building 13B Rental Units. The Town may, upon written request to the Building 13A Rental Unit and Building 13B Rental Units owner, audit the Building 13A Rental Unit and Building 13B Rental Units to determinate compliance with the rental limitations set forth herein or to calculate increases in annual expenses for the Building 13A Rental Unit and Building 13B Rental Units. 1.4.3 Rental Eli ig•bility. (a) The Building 5 Rental Units will be seasonal dormitory style housing and rented in the following order of priority: (i) First priority renters must be full-time or seasonal employees employed in Building 5. Second priority renters must be full-time or seasonal employees working within the Town of the Aspen Skiing Company, L.L.C. ("ASC"), an Affiliate of ASC or of the then owner of Building 5 Rental Units. (ii) If there are insufficient first priority or second priority renters as described in (a)(i) above, employees who qualify under the requirements of the Town Housing Guidelines will have third priority to rent the Building 5 Rental Units. (b) The Building 7 & 8 Rental Units will be rented in the following order of priority: (i) First priority renters must be full-time or seasonal employees employed in Building 7 & 8. Second priority renters must be full-time or seasonal employees of the owner of the Building 7 & 8 Rental Units or an Affiliate thereof. (ii) If there are insufficient first or second priority renters as described in (b)(i) above, employees who qualify under the requirements of the Town Housing Guidelines will have third priority to rent the Building 7 & 8 Rental Units. (c) The Building 13A Rental Unit and Building 13B Rental Units will be rented in the following order of priority: (i) First priority renters must be full-time or seasonal employees employed in Building 13A or Building 13B. Second priority renters must be full-time or seasonal employees of the owner of the Building 13A Rental Unit and Building 13B Rental 4 Units, an Affiliate thereof, or of the management company for the Building 13 condominium association. (ii) If there are insufficient first or second priority renters as described in (c)(i) above, employees who qualify under the requirements of the Town Housing Guidelines will have third priority to rent the Building 13A Rental Unit and Building 13B Rental Units. (d) For purposes of this Section 1.4.3, an "employee" is defined as a natural person who works a full shift or a minimum 32 -hour week; whichever is applicable at his/her place of his/her employment, the equivalent of eight months or more during each 12 -month period (as to long term employees) or seasonally (as to seasonal employees). 1.4.4 Reporting. Annually, the applicable owner(s) of the Rental Units shall submit annual reports to the Town Housing Department detailing requested rental information for each Rental Unit for the preceding calendar year (which such information may include rental rates, identification of the renters, employments of the renters, and other information necessary to demonstrate compliance with Town Restricted Housing rental guidelines). Each such report shall be due on or before January 31 of each calendar year and shall cover the period from the preceding January to December. A Rental Unit owner who fails to timely submit such report to the Town Housing Department shall be subject to a $1,000 fine imposed by the Town for each report not so submitted. 1.5 Restrictive Covenant. Prior to the sale or leasing of a Restricted Housing unit, Developer shall cause to be executed and recorded in the real property records of Pitkin County, Colorado, a "Declaration of Restrictive Covenants" against such Restricted Housing unit. The form and substance of the Declaration of Restrictive Covenants for the Restricted Housing units to be sold by Developer (or such other Restricted Housing to be developed and sold by Developer as may be agreed by the Town and Developer pursuant to Section 1.3.1(b) above) shall be approved by the Town Attorney, acting reasonably, and shall be consistent with the terms of Chapter 17 of the Town municipal code regarding the individuals eligible to purchase such Restricted Housing units. The Declaration of Restrictive Covenants for the Restricted Housing units to be leased by Developer pursuant to Section 1.3.1(a) above shall be in form consistent with prior such covenants recorded with respect to similar units previously constructed in the Project and shall be approved by the Town, acting reasonably, and shall provide that such Restricted Housing units shall be maintained in perpetuity at restricted rents and that Snowmass Village employees will be favored as renters of such Restricted Housing units to the extent that sufficient demand therefrom exists. The Declaration of Restrictive Covenants for the 13A Rental Unit shall be recorded against title to the 13A Rental Unit on or before July 1, 2016. 1.6 Fulfillment of Obligations. This Agreement and the parties' performance of their respective obligations hereunder constitute the complete satisfaction of Developer's Restricted Housing mitigation requirements under the Code, the Ordinance or otherwise. ARTICLE II DEFAULT 2.1 Event of Default. The failure by either party to observe or perform any of its obligations set forth above in any material respect and the continuance of such failure beyond the Cure Period 5 shall constitute an "Event of Default." 2.2 Notice of Default. Upon the occurrence of a default, the non -defaulting party shall provide the defaulting party with a written notice of such default ("Notice of Default"). The defaulting party shall have 60 days after receipt of the Notice of Default (the "Cure Period") to cure the breach specified in the Notice of Default (or if such default cannot be cured within such sixty (60) day period, if the defaulting party shall fail to promptly commence to cure the same and thereafter diligently proceed with such cure). During the Cure Period, Developer and the Town shall seek diligently and in good faith to negotiate a settlement of any dispute set forth in the Notice of Default, using the services of a neutral mediator if either party so requests. The conduct of such negotiations, or the failure of such negotiations to achieve a settlement, shall not affect the other rights and remedies of the parties under this Agreement. 2.3 Remedies. 2.3.1 In the event of an Event of Default by Developer, Developer shall not be entitled to receive a building permit for any of the buildings approved for the Project (as more particularly described in the Ordinance) until such Event of Default has been cured. In addition, upon an Event of Default by Developer, the Town shall have all rights available to it at law or in equity, specifically including the right to injunctive relief or damages. 2.3.2 Upon an Event of Default by the Town, Developer shall have all rights available to it at law or in equity, specifically including the right to injunctive relief or damages. M ARTICLE III ASSIGNMENT 3.1 Assignment by Developer. (a) Except as set forth below in Section 3.1(b) below or as expressly provided to the contrary above, Developer may not assign any of its rights or obligations under this Agreement without the prior written consent of the Town. (b) Developer may assign its rights and obligations under this Agreement, or any portion thereof, without the Town's consent by a written recorded instrument expressly assigning such rights and powers to any of the following entities: (i) any Affiliate of Developer; (ii) ASC, or any of its Affiliates; (iii) a partnership in which East West Partners, Inc. and/or KSL Capital Partners, or their Affiliates, is a member; or (iv) any entity which succeeds to substantially all of Developer's remaining development rights with respect to the Property as described in the Ordinance. For purposes hereof, "Affiliate" shall mean any natural person or entity that owns or controls, is owned or controlled by, or is under common ownership with an entity. "Ownership" or "control" means (i) direct or indirect ownership or control of at least 50 percent of all outstanding equity interests in an entity, or (ii) the ability to direct or cause the direction of the management of an entity by ownership of equity interests, agreement or otherwise. (c) Upon an assignment by Developer of any of its rights or obligations under this Agreement to an entity listed in Section 3.1fb)(i) through Iiv) above, and an assumption of those rights or obligations by such assignee, Developer shall be released of all liabilities arising under this Agreement with respect to such rights or obligations. ARTICLE IV MISCELLANEOUS 4.1 Binding Effect. This Agreement shall be binding upon the parties and shall insure to the benefit of each party's successors and assigns, as designated by a written assignment recorded in the records of the Pitkin County Clerk and Recorder's Office. 4.2 Burden and Benefits. Each of the benefits, burdens, terms, covenants, agreements and conditions of this Agreement shall be construed as covenants running with the land benefiting and burdening the Property or any applicable portion thereof, and it is the intent of the parties that such benefits, burdens, terms, covenants, agreements and conditions touch and concern the Property. 7 4.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 4.4 Interpretation. Unless the context of this Agreement clearly requires otherwise: (a) terms defined in the singular may be used in the plural, and terms defined in the plural may be used in the singular; (b) "including" and "such as" are not limited; (c) "or" has the inclusive meaning represented by the phrase "and/or"; (d) the words "hereof," "herein," "hereby," "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) Article, Section, clause, paragraph and Exhibit references are to this Agreement unless otherwise specified; and (f) references to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All of the exhibits to this Agreement .are hereby incorporated into this Agreement by reference. In the event of any conflict between a term, condition or provision of this Agreement and a provision of the Code, the terms of this Agreement shall control. 4.5 Severability. If any provision of this Agreement shall be invalid, illegal, void or unenforceable, it shall not affect or impair the validity, legality or enforceability of this Agreement or any other provision hereof, and a court shall enforce this Agreement to the maximum extent legally possible to give effect as nearly as possible to the original intent of the Town and Developer as expressed in this Agreement. If any provision of this Agreement is invalid, illegal, void or unenforceable not in its entirety but as applied to a particular act, thing or circumstance, such provision shall not affect or impair the validity, legality or enforceability of this Agreement or any provision hereof as applied to any other act, thing or circumstance, and a court shall apply such provision and enforce this Agreement to the maximum extent legally possible to give effect as nearly as possible to the original intent of the Town and Developer as expressed in this Agreement. This Agreement is entered into as a replacement for that certain Base Village Restricted Housing Agreement recorded February 2, 2006 and recorded at Reception No. 520494 in the Pitkin County Clerk and Recorder's Office, as the same has been previously amended. 4.6 Amendment: Waivers. This Agreement may be modified or amended, and waivers hereunder granted, only in writing and only with the consent and approval of Developer and the Town. Notwithstanding the foregoing, if Developer loses its right to develop the Project for any reason other than a failure of Developer to meet its obligations under the Ordinance or any agreements, including this Agreement, entered into in connection therewith, then Developer shall immediately be relieved of all obligations hereunder and the parties shall execute a written termination of this Agreement. 4.7 Notices. Any notice to be given to Developer or the Town under this Agreement shall be given by registered or certified mail, overnight courier, telecopy, telegram or hand delivered to the address of the party to whom notice is being given. Any notice sent by registered or certified mail will be deemed to have been received three business days following the date of mailing. Any notice sent by overnight courier will be deemed to have been received one business day following the date of delivery to the overnight courier. Either party may change its address for notice by advising the other party in writing of such change, and until the other party is so advised, it will be entitled to continue sending notices to the last address it is advised of in writing. If to the Town of Snowmass Village Town: P.O. Box 5010 130 Kearns Road Snowmass Village, Colorado 81615 Attention: Clinton M. Kinney, Town Manager Snowmass Ventures LLC If to Developer: 60 Carriage Way #3120 P.O. 5550 Snowmass Village, Colorado 81615 Attn: Andrew Gunion Davis Graham and Stubbs, LLP 1550 17Lh Street, Suite 500Denver, CO 80202 And to: Attn: Catherine Hance 4.8 Recording. Developer and the Town each shall have the right to record this Agreement in the records of the office of the Clerk and Recorder of Pitkin County, Colorado. 4.9 Cations and Titles. All captions and titles of headings of Articles and Sections in this Agreement are for the purpose of reference and convenience and are not to be deemed to limit, modify or otherwise affect any of the provisions hereof or to be used in determining the intent or context thereof. 4.10 Attorney Fees. Notwithstanding anything to the contrary contained in this Agreement, if either party institutes legal proceedings against the other with respect to this Agreement, the non - prevailing party shall pay to the prevailing party an amount equal to all attorneys' fees and disbursements and all other costs and expenses incurred by the prevailing party in connection 9 therewith, including, without limitation, the fees and disbursements of any attorneys, accountants, engineers, appraisers or other professionals engaged by the prevailing party, whether incurred before or at trial, on appeal, in bankruptcy or in post judgment collection. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 10 IN WITNESS WHEREOF, the parties have caused this Base Village Restricted Housing Agreement to be signed as of the date set forth below to be effective as of the date written above. TO FORM: John C. Dresser, Jr., Town A TOWN COUNCIL OF SNOWMASS VILLAGE, COLORADO, -a (;�qlora4 m9picipal corporation By: Name: Title: SNOWMASS VENTURES, LLC, a Delaware limited liability company 11 fir i STATE OF COLORADO ) ss. COUNTY OF The foregoing instrument was acknowledged before me on this -2"" day of (7)CL 2018, by K. c , as %.c,w Ma,n Cafthe Town of Snowmass Village, Colorado. WITNESS my hand and official seal. My commission expires Ai—i7-?2Q (SMARBARA PECKLER NOTARY PUBLIC STATE OF COLORADO NOTARY ID #20064014938 My Commission Expires April 17, 2022 woommv STATE OF COLORADO ) ) ss. COUNTY OF F c k K c �n ) Notary Public The foregoing instrument was acknowledged before me on this V day of 2018, by knAi 6,4v% un, r-�, , as aces of Snowmass Ventures, LLC, a Delaware limited liabilAy company. WITNESS my hand and official seal. My commission expires -,If — l "1 - "a oZ ERA PECKLER NOTARY PUBLIC STATE OF COLORADO NOTARY ID #20064014938 M Commission Expires dl 17, 2022 12 Notary Public EXHIBIT A TO BASE VILLAGE RESTRICTED HOUSING AGREEMENT RESTRICTED HOUSING MITIGATION SCHEDULE This Restricted Housing Mitigation Schedule sets forth (i) the Restricted Housing Requirement generated by the Project on a phase -by -phase basis and a building -by -building basis and (ii) Developer's intended means for satisfying the Restricted Housing Requirement on those same bases. This schedule is attached for illustrative purposes only and is not intended to supersede the terms of Section 1.2 of this Agreement set forth above. Should any conflict arise between the provisions of Section 1.2 above and this schedule, the provisions of Section 1.2 shall control. Employees S F. Housing Square Feet- Generated per Employees Requirement S F Housing S F Housing S F Housing S F ASC Total S F Type of Use (Square Feet) Lots or Units 1,000 sf or lot ! Generated , (45% of emps at Provided at Provided at Provided at Housing Other Housing unit 448sf/emp) BV ccll SM Credits Provided LAT 1 i SN blow 8" bdow 315 - 63,450 3,527 38,143 0 21,780 0 63,450 Budding 1 See below See below 8353 16.840 0 16 840 0 0 6 84 Studio One Bedroom' 032 064 129 Two Be-droorn E 0 42 252 51:�9 Three Bedroom 6 5? 3 12 67, Children's Center 26,343 See below 77.45 15,574 Chddreri s Faal ws 19104 3 68 70 30 14 173 Re'stmoirs t Lockers 723-1 096 695 1401 Building 2A See below See below 8848 17,837 0 17,837 0 —_ — 0 0 17,837 Studio 1 One Bedroom 032 224 452 Two Bedroom [`t 042 6 K 1 27 0 Three bedroom t ;;, 052 364 734 Food & Beverage 9 056 516 4673 5 421 Retail 2 870 483 13 86 2 795 Olf" 0 368 000 0 Community Facrlit '6 19 ° 097 15 71 3 166 Building 2B See below See below 27-59 5,562 1 380 3 466 0 716 0 5,562 Studw , One Bedroom 18 032 5 7v 1 161 Two Bedroom 4 042 168 339 Three Bedroom 3 - 052 1 56 314 Food & Beverage 1011 516 522 1052 Retail 2 769 4 K 1337 2 696 Budding 2C See below See below 16.79 3,385 2,147 0 0 1 238 0 3.385 Studio; One Bedroom 10 032 3 K 645 T'nro Bedroom 11 0 42 378 7132 Three Bedroom 4 052 2 08 419 Retail f9.11 483 7 73 1559 Building 3ABC See below See below 5804 11,701 0 - 0 0 it 701 0 11301 Food & Beverage 8 507 516 43 90 8 649 Skrr Seances 3 697 368 13 80 2 743 Restrooms W. 0 96 054 108 Budding 3DE See below See below 40.30 8,125 0 ' 0 0 8.125 0 8,125 Food & Beverage 6545 5 '6 33 77 6 808 Reiai 1 352 4 33 653 1316 Employees S F Horsing Employees Square Feet Generated per Employees Requirement S F Housing S F Housing S F Housing S F. ASC Type of Use (Square Feet) Total S F Type of Use (Square Feet) Lots or Units 1.000 sf or lot 1 Generated (45% of emps at Provided at Provided at Provided at Housing Other Housing Generated (459 of emps at unit 448sVemp) BV CCII SM Credits unit Provided LOT 2 BV CCII SM 81 16,380 1,966 0 0 14,242 0 16,208 Building 4AB See below See below 24.95 5,030 0 0 0 4.858 0 4,858 4,466 Studio; One Bedroom 0 032 0 0 Studio i One Bedroom 36 032 1152 2,322 Two Bedroom 0 0.42 0 0 44 042 1848 3,726 Three Bedroom 1 012 0,52 105 052 156 3,145 Four Bedroom 2 062 124 250 0 0 Retail 4,801 4,83 23,2 4,675 0 Building 5 Food & Beverage See below See below 56.30 11,350 1,966 0 0 9.384 0 11,350 Lot 7 Hotel Units 99 038 3762 7,584 0 104 2,114 0 2,218 Building 12 See below Two Bedroom 6 042 252 508 104 2 114 0 2,218 Studio I One Bedroom 0 032 Three Bedroom 5 052 26 524 - Two Bedroom 2 042 0.84 Food 8 Beverage 1 588 5 16 82 1 652 Three Bedroom 12 052 624 1.258 Skier Services 5.589 096 54 1,082 Four Bedroom 4 062 2.48 500 Restrooms 0 096 00 0 Five Bedroom 2 072 144 290 Aqua Center 0 See below 0.0 0 0 0 0 0 0 0 Community Facility NIA 097 00 0 - Employees S.F Housing Square Feet. Generated per Employees Requirement SF Housing SF Housing SF Housing SF ASC Total S F T of Use Type (Square Feet} Lots or Units t-000 sf or lot i Generated (45% of emps at Provided at Provided at Provided at Housing Other Housing unit 448sflemp) BV CCII SM Credits Provided LOT 3 89 18,025 3,692 0 6,878 3,220 0 13,790 Building 6 See below See below 15.64 3,154 0 0 0 2,926 0 2,926 Three Bedroom 0 052 0 0 Four Bedroom 0 062 0 0 Food & Beverage 1201 516 62 1,249 CommunityFacies 9 738 - 097 - 94 1904, ' Building 7' See below Sao below 12.62 2,545 2,457 0 0 0 0 2x{57 Two Bedroom 2 042 084 169 Three Bedroom 6 052 312 629 Four Bedroom 3 062 186 375 Retail 1,217 483 59 1,185 Restroom 726 0.96 07 141 Community Facility 234 097 02 46 _ Building 8 See below See below 61.14 1�2,327 1,235 0 0,878 294 0 8,407 Studio t One Bedroom' 0 038 0 0 Two Bedroom 5 042 2.1 423 Three Bedroom 16 052 8.32 1,677 Four Bedroom 9 062 5.58 1.125 Retail 1,949 483 94 1,898 Resaurant 2,329 516 12,0 2 423 Health Club 1,018 096 to 197 Clinic 6,178 368 22.7 4.583 Skier Services 0 096 0,0 0 Spa 0 096 00 0 Lot 5 See Flow See below 14 2,782 11030 0 0 1,752 0 2,782 Building 11 See below See below 13.80 2,782 1,030 0 0 1,752 0 2,782 Studio; One Bedroom v 032 0 0 - - Two Bedroom 2 042 084 169 Three Bedroom I5 052 78 1.572 Four Bedroom 6 062 372 750 Frve Bedroom 2 072 144 290 Employees S F Housing SF Housing SF Housing S.F. Housing SF ASC Total S.F. Type of Use (Square Feet) Square Feet Generated per Employees Requirement Provided at Provided at Provided at Housing Other Housmg Lots or Units 1.000 sf or lot 1 Generated (459 of emps at unit 448sfiemp) BV CCII SM Credits Provided Lot 6 See below See below 55 11,183 4,466 0 2,166 8,634 0 15,266 Building 10AB See below See below 55.47 11,183 4,466 0 2,166 8.634 0 15268 Studio i One Bedroom 36 032 1152 2,322 Two Bedroom 44 042 1848 3,726 Three Bedroom 30 052 156 3,145 Four Bedroom 0 062 0 0 Retail 0 483 00 0 Food & Beverage 1913 5 16 99 1,990 Lot 7 See below See below 11 2,218 0 0 104 2,114 0 2,218 Building 12 See below See below 11.00 2,218 0 0 104 2 114 0 2,218 Studio I One Bedroom 0 032 0 0 - - - Two Bedroom 2 042 0.84 169 Three Bedroom 12 052 624 1.258 Four Bedroom 4 062 2.48 500 Five Bedroom 2 072 144 290 DMWEST #13450554 0 A-1 Empbyees S F Housing Square Feet Generated per Employees Requirement S F Housing S F Housing S F Housing S F ASC Total S F Type of Use (Square Feet) io i Lots or Units 1 000 sf or lot/ Generated (4510 of emps at Provided at Provided at videCCII Provided at Housing Other Housing unit 448sfemp) B„ Ski Credits Provided Lot 8 6 9 See below See below 148 29,830 7,928 0 21,902 0 0 29,830 Building 13A" See below $ee below 117.8 23.152 2,761 0 19,317 0 1,674 23,752 Studio ± One Bedroom 106 038 40.28 6 120 Two Bedroom 34 076 25.84 5209 Three Bedroom 8 052 4.16 839 Four Bedroom 2 062 1.24 250 Spa 5.056 096 4.85 979 Retail 290 483 1.40 282 Skier Services 2 309 096 2.2 447 Food 8 Beverage 7,331 516 37.8 7 626 Building 13B"' See below See below 10.1--�— 6,078 5,167 0 2,585 0 -1,674 61078 Studio i One Bedroom 11 038 42 843 Two Bedroom 22 076 167 3,371 Three Bedroom 12 052 6.2 1,258 Four Bedroom 1 4 062 2.5 500 13A Spa Expansion 549 096 0.5 106 Base Village Credit -8,861 7 -64 '12,850 0 0 0 •12,850 0 •12,850 11 A;tnnn t, L: -5050 10,205 0 10.205 0 .10.205 Credit -Existing Medical Center Demolitior -2,645 C n 0 TOTAL See above See above 650 131,017 22,609 38,143 31,708 38,892 0 131,352 Base Villap EH Bank"" 0 0 0 0 0 0 658 0 0 658 ' Arrival and property management offices in Bui ding 7 are included in the condo generation rates so are not listed as a separate item "Conference facilities in Building 13A are included in the hotel generation rates so are W listed as a separate item Additional Mitigation as required by Ordinance No 4 Series 2008 is accomodated in 13B On-sde EH SF mcludes a credit of 71 SF for EH storage per Ordinance No 6 Series 2013 "" EH Bank can be used for future mitigation through an Amendment Process (includes Administrative Modification as defined by the PUD Guide) DMWEST #13450554 0 A-1 EXHIBIT B TO BASE VILLAGE RESTRICTED HOUSING AGREEMENT BUILDING 7 & 8 RENTAL UNITS INITIAL RENTAL RATES Building Unit Bedrooms Size (sg• ft•) Total Rental Rent nersq•ft• 7 201 1 654 $975.00 $1.49 7 202 1 654 $975.00 $1.49 7 203 2 1149 $1,500.00 $1.31 8 - 2 1235 $1,500.00 $1.21 Average_: $1.34 DMWEST #13450554 v4 B-1 EXHIBIT C TO BASE VILLAGE RESTRICTED HOUSING AGREEMENT BUILDING 13A RENTAL UNIT AND 13B RENTAL UNITS INMAL RENTAL RATES Buildinu Unit Bedrooms Size (so, ft•) Total Rental Rent nersq•ft• 13A 206 (13106) Uden 1074 $1,350.00 $1.26 13A 304 (13204) Uden 1074 $1,350.00 $1.26 13A 330 (13230) 1 613 $950.00 $1.55 13B 101 studio 561 $800.00 $1.43 13B 102 1 765 $1,150.00 $1.50 13B 103 1 765 $1,150.00 $1.50 13B 104 1 790 $1,150.00 $1.46 13B 105 1 775 $1,150.00 $1.48 13B 106 1 775 $1,150.00 $1.48 13B 107 1 775 $1,150.00 $1.48 Average_: $1.44 DMWEST #13450554 v4 C-1