IDLEWILD VILLAGE WINTER PARK, COLORADO AMENDMENT TO ANNEXATION AND ZONING PLAN IDLEWILD LLC & WP IDLEWILD LLC

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IDLEWILD VILLAGE WINTER PARK, COLORADO AMENDMENT TO ANNEXATION AND ZONING PLAN 03.28.201 IDLEWILD LLC & WP IDLEWILD LLC DTJ DESIGN 3101 IRIS AVE, SUITE 130 BOULDER, CO 80301 WWW.DTJDESIGN.COM 303. 443. 7533 1

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TABLE OF CONTENTS INTRODUCTION...4 Existing Legal Description, Ownership, and Approvals... 4 Existing Conditions... 4 Summary of Proposed Development Concept... 5 Proposed Amendments to the Approved Plan... 5 Additional Employees required for additional Accommodation Units... 6 Anticipated Schedule... 7 ARTICLE ONE: PERMITTED USES AND DEFINITIONS...8 Annexation and Zoning Plan... 8 Residential-Commercial Permitted Land Uses... 9 Definitions:... 10 ARTICLE TWO: PLANNING AREAS... 11 PLANNING AREA 1 - PA1... 11 PLANNING AREA 2 - PA2... 12 PLANNING AREA 3 - PA3... 13 PLANNING AREA 4 - PA4... 14 PLANNING AREA 5 - PA5... 15 ARTICLE THREE: INFRASTRUCTURE... 16 a. Road Design... 16 b. Parking... 16 c. Winter Trail... 16 EXHIBITS: Exhibit A: Existing Conditions Exhibit B: PD Zoning Plan Exhibit C: Planning Areas Exhibit D: Illustrative Plan Exhibit E: Height Studies Exhibit F: Site Section 3

INTRODUCTION Idlewild Village will be a new, high quality community on the site of the former Idlewild Ski Area. The original Annexation and Zoning Plan was approved in 2007. Based on current information from potential Hotel developer/operators, certain amendments to that existing Approval to provide for additional Accommodation Units are needed to achieve a goal of having a full-service Hotel as part of the Village. Additionally, in an effort to minimize the amount of surface parking and to have less building development impact on the land, an increase in the allowable heights for some uses in some locations on the site are planned. Smaller building footprints can be achieved by utilizing more floors over structured parking. The increased allowable heights are also needed in part due to the Town s methodology for measuring height in relation to the very steep slopes on the site. It is anticipated that the resulting development will have minimal additional impact on neighboring sites than the current allowed heights due to the significant sloping topography on the site. No change to the number of allowed residential units is planned. The resulting Idlewild Village is envisioned to be a compact, pedestrian friendly and vibrant place for residents and guests alike. The following is a summary of proposed uses, character, and minor modifications to the current approved Annexation and Zoning Plan and exceptions to the Town Code. Existing Legal Description, Ownership, and Approvals Idlewild Village is described as the, a Portion of the SW ¼ SE ¼ of Section 28 and the NW ¼ NE ¼ Section 33 Township 1 South, Range 75 West, 6th P.M. Town of Winter Park, County of Grand, State of Colorado, also known as 398 Idlewild Road, Winter Park, CO 80482. See attached ALTA Survey for the full legal description. The present ownership is Idlewild LLC, a Colorado Limited Liability Company, whose address is10325 Bristleridge Court, Parker CO 80134, and Manager, A. Thomas Tenenbaum, and is under contract to be sold to WP Idlewild LLC, a Colorado Limited Liability Company whose address is 3000 Youngfield St. #364, Wheat Ridge Colorado 80215. Gale Schrag is the Manager of the WP Idlewild LLC who is applying for the changes to the Annexation and Zoning Plan that was approved by the Town of Winter Park on or about August 21, 2007 in the Annexation and Vested Rights Development Agreement Recorded Reception # 2007012396 dated 11/5/2007 and Ordinance No. 399 Recorded Reception # 2007012395, dated 11/5/2007. Existing Conditions The site includes a steep, (approximately 20% slope) wooded slope south of the Rendezvous Subdivision and west of the Arrowhead Winter Park Property. The site becomes flatter at the south/southwest portion of the site where the former Idlewild Lodge and parking area was located closer to the Fraser River. An enhancement to Ski Idlewild Road is proposed to bisect the site to provide access to this site and to properties to the east. Another road, currently unnamed, but commonly referred to as River Road, south of this main road to provide access to southeast portion of the site and to properties to the south. A pond and wetlands are located in the southwest corner of the site. An access drive way to the Wheeler Family Trust property follows the westerly boundary of the site. The property has R-C Zoning with an approved Annexation and Zoning Plan which includes certain allowed uses and development standards. The Permitted Uses include SFD, SFA, MF, Accommodation Units, Non-Residential, and Open Space. A total Maximum DU is 319 units plus 70 Accommodation (Hotel) Units for a total of 389 Units. 4

Summary of Proposed Development Concept Idlewild Village is envisioned as a compact village of hotel and residential (condominium) uses clustered around a pedestrian plaza space adjacent to and on the north side of Ski Idlewild Road. This village will provide a critical mass of activity to enliven the area. Stepping up the hillside to the north and east will be a combination of multi-story condominium and townhouse residential uses. The intent is to maintain the currently approved 319 residential units. The final plan is not yet in place, but it may include approximately 269 multifamily (condominium) units and approximately 50 townhome units. The current plan also proposes to increase the number of accommodation units (hotel) as described below. Vehicular parking will be accommodated in under building or attached parking structures and garages to the maximum amount practical to minimize the amount of surface parking. This will provide for a much more pedestrian friendly and aesthetically pleasing environment. Pedestrian and winter trails will be accommodated through the site. The architectural character will be consistent with the mountain vernacular common to Winter Park and will fit in well with its context. Proposed Amendments to the Approved Plan The first proposed change to the approved plan is for the increase of Accommodation Units/Hotel to 150 units. The existing approval is for 70 Accommodation Units. In order to bring in a full-service hotel to the Town of Winter Park, major Hotel Operators have indicated that a minimum of a 150-180-unit structure should be the basis for their consideration. This full-service hotel would include restaurant(s), full kitchen, bar, conference facilities and service, and up to 20,000sf of retail. These commercial facilities would not only serve hotel guests but provide a premium amenity for the residents of the Village as well as those of the Town of Winter Park. The proposed parking strategy would focus on under building and underground parking that would also serve community retail, dining, and outdoor event plaza area public use as well as conference services. Lobby and accommodation units would be accessed at mid-level from higher grade. Overall height of the hotel is anticipated to be up to 6 occupiable floors above the parking level(s) of which 4 or 5 would include Accommodation Units. The second requested change to the approved plan is to increase the allowed height of the Hotel and selected locations for some of the Residential Units. The present Development Standards per the Annexation and Zoning Plan allows for all SFD, SFA, and MF to be 35 feet maximum height and the Accommodation Units (Hotel) to be 50 feet maximum height as measured utilizing the Town s definition of building height. In order to place as much of the several hundred parking spaces as possible below the buildings, and to keep the building footprints as small as is practical, it is necessary to accommodate some additional building height. Included in this Planned Development Guide is a site diagram that identifies Planning Areas that identify specific zones on the site where buildings of different heights would be allowed. The maximum allowed heights are further customized based on the type of use/building being considered. The heights in these Planning Areas have been carefully studied to take into consideration the potential impact on adjacent properties and the significant topography. In general, buildings that may be taller are congregated on lower portions of the site and where impacts on adjacent properties are minimal, 5

and a lower height limitation is proposed in locations closer to neighboring properties where impacts could occur. The methodology for measuring height will be in compliance with the Town Code. The approach to determining the needed additional height was based on a combination of anticipated building design and the existing topography. For a 150-room hotel, it is estimated that a minimum of four floors of hotel rooms over common space over parking is needed. The parking level(s) would need to be a minimum of 13 feet floor to floor and to the plaza level. Convention facilities would need to be a minimum of 13 feet floor to floor and the Accommodation Units would need to be a minimum of 11 feet floor to floor. To accommodate this amount of programmed space, the maximum height for the hotel zone should be changed to 80 feet to accommodate the occupiable floors and roofing system. All long-term parking should be able to be accommodated in under building parking, screened from view. For the multifamily (condominium) buildings, the intention is to place all resident parking under the building. To accommodate this, we are requesting a change to the MF height condominiums which includes up to two-levels of garage structure (at and below grade) which will be designed and built into the existing 20% average grade on this site to mitigate visual impact of parking on the development. Additionally, by going a bit taller, the building footprints can be smaller, having less building coverage on the land. The number of stories and height for the multifamily buildings will vary depending on the location of the site, as described in the Planning Area diagrams. These include a maximum height elevation of 43 feet towards the north end of the property allowing for a 2-story residential building over a under building parking (again taking into consideration the significant topography). This approach is aimed to preserve view corridors within the Rendezvous community to the north and have minimal impact beyond what the existing approval anticipates. Further south, we propose to increase the allowed height to 65 feet to allow 4-story residential buildings over two level parking facility (at and below grade). These areas are at a significantly lower elevation relative to the Rendezvous community and even taller buildings will be well below the adjacent community. The proposed development approach becomes an attractive landscaped village with pedestrian walkways with emphasis on landscape areas, rather than a sea of parking spaces and expansive roofs of large footprint buildings. The Townhomes will be generally two to three stories, with attached personal garages. In most cases the garages will be on the high side of the unit and the occupied portion of the unit steps down the hill. In some cases, there may be uphill units that have the parking tucked under on the lower level and the unit steps up the hill. Based on the existing topography and the compact nature of the homes, the townhomes need to have the height increased to 43 as measured in the town code to work. Again, in most cases, these units will sit well below the adjacent community and have minimal impact beyond what the existing approval anticipates. Additional Employees required for additional Accommodation Units The additional Accommodation Units (80) will increase the number of employees of the hotel. Mr. Russ Stark, Signature Hospitality Resources LLC, Founder/CEO, has estimated this as follows: Staffing for 80 additional rooms: HOUSKEEPING 80 rooms (assume 70% occupancy) average 56 rooms additional to clean/day 6

56 rooms @ 30 min/room = 28 housekeeping hours or 3.5 housekeeping- round up to 4 FRONT DESK Five additional shifts for peak check in check out = 1 clerk TOTAL 5 additional employees This topic will be resolved between the applicant s legal counsel and the Town Attorney in the Amendment to the Annexation Agreement. Anticipated Schedule Ski Idlewild Road, including the bridge, is planned to be completed by the end of the 2018 fall season. Some of the townhome construction may begin this fall. Design Guidelines for Idlewild Village will be completed, and the platting process can be processed once approval for the increase heights and Hotel units is completed. There will be a complete Master Plan showing the individual building sites including the hotel site which is the core of the Village as the final users are identified. 7

ARTICLE ONE: PERMITTED USES AND DEFINITIONS The Property is overlaid with five (5) Planning Areas with the intention of guiding specific kinds of development to specific locations on the site. The underlying Zoning for this Property is Residential-Commercial (R-C). The wide mix of uses allowed in this Zoning District was modified in the approved Annexation and Zoning Plan. That revised mix of uses is further documented in this Planned Development Guide to promote residential development on most of the Property and concentrate Accommodations, Retail, and other non-residential uses in a limited area near Ski Idlewild Road. The five (5) Planning Areas are specified as follows: Planning Area 1 PA1 Residential Planning Area 2 PA2 Residential and Selected Ground Floor Business Uses Planning Area 3 PA3 Accommodations, Business and Service, and Residential Planning Area 4 PA4 Residential Planning Area 5 PA5 - Wetland and Upland Area The specific details of each of the Planning Areas is contained in Article 2 of this document. The approved Annexation and Zoning Plan is modified per the table below. The primary difference is the increase in the number of Accommodation units: Annexation and Zoning Plan Permitted Uses Area Land Use Area In sf Max. DU/AC Max DU R-C Residential-Commercial 871,087 17 319 Accommodation Units 150 OS Open Space 9,250 0 0 ROW Right-of-Way 78,436 0 0 Total Area 958,773 Total Units 469 Note that Planning Area 5 (PA5) still carries the R-C Zoning Designation even though it is designated as a Wetland and Upland Area in this plan and will not be developed. 8

Residential-Commercial Permitted Land Uses Legend P Permitted Use S Special Use X Excluded Use RC OS The following uses are permitted in the R-C district subject to the provisions of this title: Accessory dwelling units. P X Amenity buildings P X Business uses and services intended primarily for the convenience of permanent residents of the town and surrounding areas, said businesses being characterized by such factors as year round operation, normal daily business hours or similar factors as may be recognized by the planning and zoning commission, and including, but not limited to, the following uses: P X Bakeries, grocery stores, liquor stores and delicatessens. P X Banks. P X Barbershops and beauty parlors. P X Businesses solely or substantially devoted to the sale or rental of sporting goods. P X Cleaning outlets and laundromats, subject to any applicable requirements of the national board of fire underwriters for a class III rating. P X Clothing stores, drugstores, hardware stores and florists. P X Daycare facilities. P X Hotels, motels, lodges and resort cabins. P X Municipal buildings. P X Printing and publishing establishments. P X Real estate sales offices. P X Restaurants and similar places serving food and beverages, subject to any provisions as may be deemed to be in the public interest by the town. P X Commercial parking lots or structures. P X Home occupations, which by their operation do not alter the character of the neighborhood and which comply with section 7-3-10 of the title. P X Outdoor recreational uses and uses incidental thereto; including, but not limited to, alpine and Nordic ski facilities. P X Professional offices, including medical and dental offices and clinics. P X Single-family, multi-family dwelling units, including apartments and condominiums, townhouses, bed and breakfast businesses, boarding and rooming houses and rest homes. P X Uses necessary and clearly accessory to the principal uses permitted in this district. P X Model homes, used as real estate sales offices, provided that the primary business therein is conducted by the lot owner of record and that there exists and approved subdivision with two (2) or more vacant lots available for sale. P X Parks and playgrounds. P X Art galleries, and arts and crafts studios. P X Private and commercial recreation and entertainment facilities, including, but not limited to, theaters, ice skating rinks, health spas, dance halls and convention and meeting facilities, alpine and Nordic ski facilities and facilities incidental thereto. P X Malls, plazas and related pedestrian open spaces. P X 9

Places conveying information, advice, literature and other publicity substantially free of charge to visitors to the area about recreational attractions and related services therein. P X Outdoor vendors. P X Multiple-family dwellings may be constructed above commercial uses. P X Definitions: 1. Accommodation Unit: Any room or group of rooms without cooking facilities designed for or adapted to occupancy by guests and accessible from common corridors, walks or balconies without passing through another accommodation unit or dwelling unit. The maximum allowable number of accommodation units in this Final Development Plan is sixty (60) units per acre. For purposes of this Final Development Plan, Accommodation Units shall also include hotel or motel units as defined by the Winter Park Town code. The Accommodation Units shall have a maximum number of 150 units, above and in addition to the permitted 319 Residential Units. 2. Condominium Hotel: Any room or group of rooms with cooking facilities designed for or adapted to occupancy by guests and accessible from common corridors, walks or balconies without passing through another room or unit. A Condominium Hotel will typically include amenities related to guest services, including (but not limited to) a concierge desk, lounge, spa, pool, recreation facilities, restaurant, and other on-site conveniences. The maximum number of Condominium Hotel Units in this Final Development Plan is twenty (20) units per acre. For purposes of this Final Development Plan, a Condominium Hotel Unit shall be considered as an Accommodation Unit as it related to the total number of permitted units for the development; provided, however, for each Condominium Hotel Unit applied for and permitted the total number of permitted Residential Units shall be reduced by one, or, at the developer s option, the permitted total number of initial Accommodation Units shall be reduced by three. For example, if a twenty unit Condominium Hotel is applied for and permitted, the permitted number of Residential Units would be simultaneously, and as a condition of approval of the Condominium Hotel application, decreased from 319 to 299. Alternatively, at the developer s discretion, the total number of Accommodation Units allowed would be reduced by 60, and the permitted number of Residential Units would remain at 319. 3. Single-Family Detached Unit (SFD): A detached building designed exclusively for occupancy by one family. 4. Single-Family Attached Unit (SFA); Duplex, triplex, or townhome units in one building designed for two (2) or more families living independently of each other. The unsubdivided interest in the building and property remain under fee simple ownership by one entity. A single-family attached unit is generally part of a development consisting of two (2) or more units and may have membership rights in a homeowner s association. 5. Multi-Family Unit (MF): Condominium or apartment units, which may include a type of ownership which consists of a separate free simple estate in an individual air space unit of a multi-unit property together with an undivided simple interest in common elements, such as yards, parking areas and recreation facilities either compliant with the Colorado Common Interest Ownership Act or subject to an exemption to the provisions thereof. 10

ARTICLE TWO: PLANNING AREAS Permitted Uses Permitted Accessory Uses Building Setbacks PLANNING AREA 1 - PA1 Residential Uses: 1. Single Family Detached (SFD) 2. Townhomes (SFA) 3. Condominiums (MF) Open Space and Recreation Uses: 1. Open space and recreational trails 2. Playground and community park features 3. Outdoor Recreational uses Other Uses: 1. Community elements including but not limited to mail kiosks, community centers, trash and recycling enclosures, bus shelters, etc. 2. Entry signs/monuments 3. Trailhead signage 4. Trailhead and visitor parking 1. Model homes and sales facilities 2. Outdoor amenities including but not limited to private dish antennas, swing sets, play sets, motor vehicle parking and storage, private hot tubs and similar improvements Internal Front 5 Internal Side 5 Internal Rear 5 Rendezvous Property 30 Other Perimeter Property Lines 20 Ski Idlewild Road 20 Maximum Building Height As defined in 7-2-3 and 7-3-17 of the Town Code: If measured by 7-3-17 Figure 1 SFD 35 to mid-point of sloping roof or flat roof and 42 to the ridge line SFA 43 to mid-point of sloping roof or flat roof and 50 to the ridge line MF 43 to the mid-point of sloping roof or flat roof and 50 to the ridge line Note that these heights may be further varied if the building steps up the slope in compliance with figure 2 of 7-3-17 11

Permitted Uses Permitted Accessory Uses Building Setbacks Maximum Building Height PLANNING AREA 2 - PA2 Residential Uses: 1. Single Family Detached (SFD) 2. Townhomes (SFA) 3. Condominiums (MF) Commercial Uses: 1. Amenity Buildings 2. Business Uses and Services on the ground floor only as defined by the Town Code except Hotel Accommodations 3. Art galleries and arts and crafts studios Open Space and Recreation Uses: 1. Open space and recreational trails 2. Playground and community park features 3. Malls, Plaza, and related pedestrian Open Spaces 4. Outdoor Recreation Uses Other Uses: 1. Community elements including but not limited to mail kiosks, community centers, trash and recycling enclosures, bus shelters, etc. 2. Entry signs/monuments 3. Trailhead signage 4. Trailhead and visitor parking 1. Model homes and sales facilities 2. Outdoor amenities including but not limited to private dish antennas, swing sets, play sets, motor vehicle parking and storage, private hot tubs and similar improvements Internal Front 5 Internal Side 5 Internal Rear 5 Ski Idlewild Road 20 Other Perimeter Property Lines 20 As defined in 7-2-3 and 7-3-17 of the Town Code: If measured by 7-3-17 Figure 1 SFD 35 to mid-point of sloping roof or flat roof and 42 to the ridge line of a sloping roof SFA 43 to mid-point of sloping roof or flat roof and 50 to the ridge line of a sloping roof MF 65 to the mid-point of sloping roof or flat roof or deck of a mansard roof and 73 to the ridge line of a sloping roof Note that the heights for SFD and SFA may be further varied if the building steps up the slope in compliance with figure 2 of 7-3-17 12

Permitted Uses PLANNING AREA 3 - PA3 Residential Uses: 1. Single Family Detached (SFD) 2. Townhomes (SFA) 3. Condominiums (MF) Commercial Uses: 1. Hotel/Accommodations 2. Amenity Buildings 3. Business Uses and Services as defined by the Town Code 4. Art galleries and arts and crafts studios Open Space and Recreation Uses: 1. Open space and recreational trails 2. Playground and community park features 3. Malls, Plaza, and related pedestrian Open Spaces 4. Outdoor Recreation Uses Other Uses: 1. Community elements including but not limited to mail kiosks, community centers, trash and recycling enclosures, bus shelters, etc. 2. Entry signs/monuments 3. Trailhead signage, Trailhead and visitor parking Permitted Accessory Uses Maximum Number of Permitted Accommodation Units 1. Model homes and sales facilities 2. Outdoor amenities including but not limited to private dish antennas, swing sets, play sets, motor vehicle parking and storage, private hot tubs and similar improvements Max 150 Accommodation Units Building Setbacks Internal Front 5 Internal Side 5 Internal Rear 5 Ski Idlewild Road 20 Maximum Building Height As defined in 7-2-3 and 7-3-17 of the Town Code: If measured by 7-3-17 Figure 1 SFD 35 to mid-point of sloping roof or flat roof and 42 to the ridge line of a sloping roof SFA 43 to mid-point of sloping roof or flat roof and 50 to the ridge line of a sloping roof MF 65 to the mid-point of sloping roof or flat roof or deck of a mansard roof and 73 to the ridge line of a sloping roof Hotel Accommodations 80 to the mid-point of sloping roof or flat roof or deck of a mansard roof and 88 to the ridge line of a sloping roof Note that the heights for SFD and SFA may be further varied if the building steps up the slope in compliance with figure 2 of 7-3-17 13

Permitted Uses Permitted Accessory Uses PLANNING AREA 4 - PA4 Residential Uses: 1. Single Family Detached (SFD) 2. Townhomes (SFA) 3. Condominiums (MF) Open Space and Recreation Uses: 1. Open space and recreational trails 2. Playground and community park features 3. Outdoor Recreation Uses Other Uses: 1. Community elements including but not limited to mail kiosks, community centers, trash and recycling enclosures, bus shelters, etc. 2. Entry signs/monuments 3. Trailhead signage 4. Trailhead and visitor parking 1. Model homes and sales facilities 2. Outdoor amenities including but not limited to private dish antennas, swing sets, play sets, motor vehicle parking and storage, private hot tubs and similar improvements Building Setbacks Internal Front 5 Internal Side 5 Internal Rear 5 Ski Idlewild Road 20 Other Perimeter Property Lines 20 River Road 20 Maximum Building Height As defined in 7-2-3 and 7-3-17 of the Town Code: If measured by 7-3-17 Figure 1 SFD 35 to mid-point of sloping roof or flat roof and 42 to the ridge line of a sloping roof SFA 43 to mid-point of sloping roof or flat roof and 50 to the ridge line of a sloping roof MF 65 to the mid-point of sloping roof or flat roof or deck of a mansard roof and 73 to the ridge line of a sloping roof Note that the heights for SFD and SFA may be further varied if the building steps up the slope in compliance with figure 2 of 7-3-17 14

PLANNING AREA 5 - PA5 Uses: 1. Wetland and Upland Area Open Space and Recreation Uses: 1. Open space and recreational trails 2. Playground and community park features 3. Outdoor Recreation Uses Permitted Uses Other Uses: 1. Community elements including but not limited to mail kiosks, community centers, trash and recycling enclosures, bus shelters, etc. 2. Entry signs/monuments 3. Trailhead signage 4. Trailhead and visitor parking Maximum Building Height Zero foot (0 ) except for open air shelters, which may be 12 15

ARTICLE THREE: INFRASTRUCTURE a. Road Design The design, alignment and designations of all Roads shall be in accordance with the requirements of the Town Code, except as set forth below: 1. Ski Idlewild Road 60 ROW, two 12 vehicular travel lanes, two 10 pedestrian pathways. The road will be constructed in accordance with the construction documents approved in 2008 2. River Road 60 ROW, two 12 vehicular travel lanes, two 10 pedestrian pathways. 3. All transportation related matters including, but not limited to possible modifications to the Ski Idlewild Road and River Road standards, Private Road standards, intersection spacing, snow storage, grades, etc will be determined in the future as an administrative approval b. Parking Minimum Parking requirements will be in accordance with Town code requirements and locations will be determined in the future as an administrative approval c. Winter Trail A 10 wide easement will be provided through the property for a winter trail connecting the Town s open space on the east side of the site to a point at the Rendevous Property. A mutually agreed upon location will be determined in the future as an administrative approval 16

SHEET INDEX Exhibit A... Existing Conditions Exhibit B... PD Zoning Plan Exhibit C... Planning Areas Exhibit D... Illustrative Plan Exhibit E... Height Studies Exhibit F... Site Sections N.T.S Vicinity Map 17