Powder Mountain Development Agreement

POWDER MOUNTAIN DEVELOPMENT AGREEMENT

THIS DEVELOPMENT AGREEMENT (herein the “Agreement”) is entered into this ______day of July 2008, by and between Western America Holdings, LLC and Eden Heights II, LLC (herein “Powder Mountain”) and its successors and/or assigns and Weber County, a political subdivision of the State of Utah (herein the “County”) for the land located in the unincorporated area of Weber County and Cache County, as more particularly described herein. RECITALS WHEREAS, Powder Mountain owns approximately 6,351 acres of real property located within Weber County, as described in Exhibit “B” (the “Property”), on which Powder Mountain desires to develop a destination year-round resort development, (herein the “Project”); and

WHEREAS, §17-27a-102(b) UTAH CODE ANNOTATED (“UCA”) permits the County to enter into development agreements it considers “necessary or appropriate for the use and development of land within the unincorporated area of the county” and use the development agreement to fulfill land use purposes including the “governing [of] uses, density, open spaces [and] structures” while providing “fundamental fairness in land use regulation” and balancing “the foregoing purposes with a landowners private property interests”; and WHEREAS, §28-35-9 of the Weber County Ordinances (“WCO”) provides that “the County Commission may require a petitioner, at the time of Zoning Approval, to enter into a Zoning Development Agreement”; and WHEREAS, the Ogden Valley Planning Commission has reviewed Powder Mountain’s zoning application for the Project, as required by state law, and has made a recommendation of approval subject to certain conditions; and WHEREAS, various property owners, including Powder Mountain as one of the sponsors, petitioned the County to establish the Town of Powder Mountain and while acknowledging that the petition is in conformance of the law, a commissioner approached Powder Mountain to explore the possibility of the Project remaining in the unincorporated county and being approved and built under the County’s jurisdiction; and WHEREAS, based upon this request, the County and Powder Mountain entered in discussions which resulted in a consensus on continuing the Project within the County’s jurisdiction, as provided in this Agreement; and

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WHEREAS, the County recognizes that the creation of a high-quality world-class destination resort at Powder Mountain that mitigates the traffic impact, as provided in this Agreement, will provide great value to Ogden Valley, the rest of the County, and the State as a whole; and WHEREAS, in light of the great economic value the County has determined it to be appropriate, pursuant to Title 17C-1 UCA, to create a Community Development Area (“CDA”) containing the Property in order to assist the development in achieving its full potential; and WHEREAS, §17C-1-207(1)(a)(iii) UCA allows the County as a “public entity” to “assist and cooperate in the planning” of the CDA by rezoning “any part of the project area and make any legal exceptions from building regulations and ordinances” and, pursuant to §17C-1-104(1) UCA this action is not subject to the requirements of Title 17, Chapter 27a; and WHEREAS, the County has carefully balanced the private property interests involved, the impact of new development on the residents who live in Ogden Valley, and the economic development opportunity of the Project in approving this Agreement; and WHEREAS, the County Commission, acting on behalf of the County, has considered the Planning Commission’s recommendations and agrees with some of their proposed conditions, disagrees with some, has modified some, and has added some of its own conditions, including the requirement that Powder Mountain agree to a 1% property transfer fee to be used primarily to limit future residential development in Ogden Valley by providing open space, and recreational property in Ogden Valley; and WHEREAS, both the County and Powder Mountain desire a comprehensive solution that entitles but limits the type of uses that have the most impact on traffic to and from the Resort by requiring that all of the land controlled by the owners of Powder Mountain be subject to the density limitations, creating the 1% transfer fee so that as units are sold and resold at the Resort, this generates a revenue stream that will be used to reduce growth of traffic generating residential units in Ogden Valley; and not including any other property in this Agreement that was part of the incorporation petition except the Property; and WHEREAS, the County, pursuant to its authority under state law and its ordinances and in furtherance of its land-use policies and economic development interests has approved a zone change in conjunction with the implementation of this Agreement; and

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WHEREAS, the County has made certain determinations with respect to the proposed Project, including that, if it is developed as provided in this Agreement, it is in conformance with its land use goals and Powder Mountain’s development proposal is a reasonable and appropriate development for a destination resort; and, WHEREAS, the County will adopt a resolution to create the Powder Mountain Local District, within the meaning of Title 17B UCA in order for Powder Mountain to assess its own Property to pay for millions of dollars of infrastructure and services that will be necessary for the Project to developed at a quality level that befits a world-class destination resort; and WHEREAS, the County, in the exercise of its discretion, has elected to approve this Agreement and be bound by its provisions; WHEREAS, Powder Mountain has voluntarily represented to the County that it will enter into this binding Agreement and develop the Project in conformance with the development requirements set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. Definitions. The capitalized terms used in this Agreement have the meanings set forth herein and in Exhibit “A”. 2. Affected Property. The legal description of the Property contained within the Project boundaries is attached as Exhibit “B”. No additional property may be added to or removed from the Property for the purposes of this Agreement except by written amendment to this Agreement executed and approved by Powder Mountain and the County. Reserved Legislative Powers. Nothing in this Agreement shall limit the future exercise of the police power by the County in enacting zoning, subdivision, development, transportation, environmental, open space and related land-use plans, policies, ordinances and regulations after the date of this Agreement, provided that the adoption and exercise of such power shall not restrict Powder Mountain’s vested rights to develop the Project as provided herein. This Agreement is not intended to and does not bind the County Commission in the independent exercise of its legislative discretion with respect to such future land use regulations generally, as they apply to other developments within the County. 3. Petition for Incorporation.

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A. The County hereby acknowledges and agrees that the Town of Powder Mountain petition for incorporation filed on January 18, 2008 (“Incorporation Petition”) has met all legal requirements as set forth in state law, that the filing shall remain intact and in force, until such time as it is withdrawn as provided in Paragraph 4, and that at anytime, prior to it being withdrawn, the petitioners may request that the petition be placed on a County Commission agenda for the granting of the petition. The County further hereby acknowledges that if such a request is made, the petition shall be placed on the next regularly scheduled County Commission agenda, and shall be approved at that meeting and further that the act of approving the petition is purely administrative and non-discretionary. 4. The Incorporation Petition is automatically withdrawn by the incorporation sponsors, immediately upon the execution of this agreement by both parties (see Withdrawal of Incorporation Petition attached as Exhibit “C”). 5. Concept Development Plan. The Concept Development Plan (“CDP”) is attached as Exhibit “D” and the County finds that it meets the requirements of §28-35-4 WCO and pursuant to §28-35-7 WCO has been approved in conjunction with the rezoning. Powder Mountain agrees to develop the Project in conformance with the CDP. 6. Zoning Designation. A. Pursuant to §28-35-9 WCO, the County is approving this Agreement in conjunction with a zoning approval of the Property. Pursuant to §28-9-11 WCO, the Property shall be rezoned pursuant to the zoning designations shown on the map attached as Exhibit “E”. B. The parties agree that a preferable way to zone the Property is to have one overlay Destination Resort Zone that covers the entire Property with one unified zone. The County agrees to work in good faith with Powder Mountain to create an overlay zone that permits development of the Project as contemplated by this Agreement and place the zone on the Property on or before August 1, 2008. C. Even without an overlay zone, pursuant to §28-35-11 WCO and §§17-27a-102(b), 17C-1-104(1), and 17C-1-207(1)(a)(iii) UCA the County adopts the density, design, and construction criteria set forth in the Exhibits as the density, design, and construction of the Project on the Property. To the extent there are conflicts

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between the requirements contained in the existing County land use regulations and this Agreement, the provisions of this Agreement shall prevail. 7. Vested Rights. Powder Mountain shall have an irrevocable vested right to develop the property in accordance with this Agreement and the County land use regulations in effect at the time this Agreement was executed, except as the land use regulations are modified by this Agreement, including the overlay zone described in Paragraph 6(B). The Project shall not be subject to any moratorium. However, the County may modify Powder Mountain’s development rights but only to the extent it finds it absolutely necessary under the compelling, countervailing public interest exception allowed by the Utah Supreme Court in Western Land Equities v. Logan, 617 P.2d 388 (Utah, 1988) in order to resolve a specific life safety issue. 8. Compliance with Current Building Codes. Powder Mountain acknowledges and agrees that nothing in this Agreement shall be deemed to relieve it from the obligation to comply with the generally applicable adopted ICBO and other national building codes applicable throughout the unincorporated County. 9. Building Permit and Impact Fees. Powder Mountain shall be subject to paying all building permit fees that are generally applicable throughout the unincorporated County at the time a building permit application is made. Impact fees shall not be imposed on the Project unless they meet the criteria provided in state law, particularly taking into account the significant infrastructure expenditures that will be made by Powder Mountain directly or through its inclusion in the Local District. Additionally, the County is hereby expressly recognizing the existence of UCA 17-27a-509 and 509.5 and agrees to process all applications pursuant to this requirement. 10. Density and Commercial Construction. A. The Project is a large scale mixed use development that will be constructed over many years. Powder Mountain recognizes that one of the important considerations in approving the Project is its impact on Ogden Valley. It also understands that the future impact of development on the Cache County side of the resort impacts Weber County due to access to the Property. The County recognizes that Powder Mountain must be entitled to a certain number of units and requires some flexibility in changing the mix of residential uses, given future market, topography, engineering and other considerations. It is currently estimated that in

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Weber County there will be up to 3,950 units consisting of: single-family dwelling units (“SDUs”), multifamily dwelling units (condominiums and townhouses) (“MDUs”), and Hotel rooms. B. Commercial construction will include, without limitation, retail businesses, eating and drinking establishments, offices, support services and facilities for recreation activities, and corporate retreats. Because commercial uses at the Resort exist primarily to service the skiers, residential owners, and other recreational visitors that are already at the Resort, and because commercial uses are important to ensure that the Development is self sufficient thereby limiting the amount of traffic on Powder Mountain Road, the market will dictate the mix, amount and type of commercial uses. C. Recreation construction will include, without limitation, ski resort uses including lifts, day lodges, ski patrol buildings; golf course uses, including clubhouses, driving ranges, maintenance shops; tennis courts; an equestrian center; trail systems, including trail heads, hiking and biking trails, cross country ski trails; and other recreation amenities and other non-residential uses. The market will dictate the mix, amount, and type of recreation uses constructed on the Property. D. Powder Mountain agrees to limit the number of 18-hole golf courses to a maximum of two. 11. Traffic Mitigation Plans. To mitigate the traffic impact of development of the Project, Powder Mountain agrees to take measures to mitigate traffic from employees, visitors, and construction at the Resort. To this end, Powder Mountain will follow the Employee Housing Plan, attached as Exhibit “F,” the Traffic Mitigation Transit Plans, attached as Exhibit “G” & “G1” the and the Construction Mitigation Plan, attached as Exhibit “H.” 12. Other Plans. Powder Mountain also agrees to abide by the Wildfire Prevention and Response Plan, attached as Exhibit “I” and the Landscaping, Lighting, and Signage Plan, attached as Exhibit “J.” 13. One Percent Transfer Fee. Powder Mountain voluntarily agrees to the imposition of a One Percent (1%) Retail Buyer Real Property Transfer Fee (“Transfer Fee”) that shall be applied to all transfers of real property within the Project to any Retail Buyer. The Transfer Fee requirement shall be recorded against the Property. At the time of the closing on

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any real property sale to a Retail Buyer, the Transfer Fee shall be collected and paid to the County. The County shall use the funds in acquiring property or interests in property in Ogden Valley to mitigate residential density growth and to pay for amenities on such property. The specific details of the Transfer Fee are set forth in Exhibit “K”. 14. Local District. The County shall adopt a resolution to create the Powder Mountain Local District for purposes of assisting Powder Mountain in financing the construction and maintenance of public infrastructure and services by assessing its own Property for such costs. The County agrees to complete the process to create the Local District by August 1, 2008. The County also agrees to assist in creating the District such that it encompasses the Cache County side of the Resort. 15. Powder Mountain Acknowledgement. Pursuant to §28-35-9(2) WCO, Powder Mountain acknowledges that the commitment of zoning is predicated upon the good faith accomplishment of the approved development and if not started or constructed within the specified periods of time set forth in §4.3 of the Concept Development Plan, the County may take steps to rescind zoning approval and revert the zoning to its former or other appropriate zone. 16. Agreement to Run With the Land. Pursuant to §28-35-10 WCO, this Agreement shall be recorded in the Office of the County Recorder, shall be deemed to be a covenant running with the Property, shall encumber the same, and shall be binding on and inure to the benefit of all successors and assigns of Powder Mountain in the ownership or development of any portion of the Property for a period of fifty (50) years. 17. Assignment. Neither this Agreement nor any of the provisions, terms or conditions hereof can be assigned or transferred to any other party, individual or entity without assigning also the responsibilities arising hereunder. However Powder Mountain may sell parcels to Retail Buyers or a Bulk Land Purchaser without the Retail Buyer or the Bulk Land Purchaser assuming any of the obligations hereunder except those directly applicable to the property purchased. 18. No Joint Venture, Partnership or Third Party Rights. This Agreement does not create any joint venture, partnership, undertaking or business arrangement between the parties hereto nor any rights or benefits to third parties, except as expressly provided herein.

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19. Integration. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and integrates all prior conversations, discussions or understandings of whatever kind or nature and may only be modified by a subsequent writing duly executed and approved by the parties hereto. 20. Exhibits Incorporated. The Exhibits to this Agreement are incorporated herein by the reference to them in this Agreement. 21. Notices. Any notices, requests, or demands required or desired to be given hereunder shall be in writing and shall be delivered personally to the party for whom intended, or, if mailed by certified mail, return receipt requested, postage prepaid to the parties as follows: TO:

Any party may change its address by giving written notice to the other party in accordance with the provisions of this section. 22. Law. Any dispute regarding this Agreement shall be heard and settled under the laws of the State of Utah. 23. Court Costs. In the event of any litigation between the parties arising out of or related to this Agreement, the prevailing party shall be entitled to an award of reasonable court costs, including reasonable attorney’s fees. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

WEBER COUNTY

______County Commission Chair

ATTEST: APPROVED AS TO FORM Attorney’s Office

By:

______Date: COUNTY RECORDER

Western America Holding, LLC

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By:

Title: ______

State of ) :ss County of )

On this day of , 200_, personally appeared before me ______, whose identity is personally known to me or proved to me on the basis of satisfactory evidence, and who affirmed that he is the ______of ______, by authority of its members or its articles of organization, and he acknowledged to me that said entity executed the same.

Notary Public

Eden Heights II, LLC

By:

Title: ______

State of ) :ss County of )

Notary Public

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EXHIBIT “A” DEFINITIONS

1.1 “Agreement” means this Development Agreement.

1.2 “County” means Weber County, Utah.

1.3 “CDA” means a Community Development Area that contains the Property.

1.4 “Concept Development Plan” means the Concept Development Plan set forth as Exhibit D and also referred to as the “CDP”.

1.5 “Local District” or “Powder Mountain Local District” means a district created by resolution of the County pursuant to Title 17B UCA.

1.6 “Hotel” means a building containing Hotel Rooms for the occupancy of guests for compensation on a nightly basis and accessory facilities such as a lobby, meeting rooms, recreation facilities, group dining facilities, and/or other facilities or activities customarily associated with hotels, such as daily maid service. This term does not include Lockout Sleeping Room. Hotel Rooms can have a separate entrance leading directly from the outside of the building.

1.7 “Hotel Room” means a unit located in a Hotel, intended for temporary living and sleeping purposes that includes a separate exclusive bathroom.

1.8 “Incorporation Petition” means the petition to incorporate the Town of Powder Mountain, filed with Weber County on January 18, 2008 pursuant to §10-2-125 UCA.

1.9 “Lockout Sleeping Room” A sleeping room in a dwelling, Hotel, condominium unit, or condominium rental apartment with separate or common access and toilet facilities but no cooking facilities except a hotplate, which may be rented independently of the main unit for nightly rental by locking interior access. A Lockout Sleeping Room shall not be sold independently from the main dwelling unit, and is not considered a unit against density..

1.10 “MDU’s” means multifamily dwelling units, including condominiums, condo-tel and townhouses, whether owned in whole or as timeshares or in fractional ownership. It does not include Lockout Units.

1.11 “Powder Mountain” means the Western America Holdings, LLC or its successors and assigns.

1.12 “Project” or “Powder Mountain Resort” or “Resort” means a destination year-round resort, as more particularly described in this Agreement and the CDP in particular, to be developed on the Property.

1.13 “Property” means the property defined, described and set forth in Exhibit B.

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1.14 “SDUs” means single-family dwelling units.

1.15 “Transfer” means the sale or other transfer of title to real property, including a lot, parcel, or condominium unit.

1.16 “Transfer Fee” means the One Percent (1%) Retail Buyer Real Property Transfer Fee as set forth in Paragraph 13 of the Agreement and Exhibit “K”.

1.17 “UCA” means the Utah Code Annotated 1953, as amended.

1.18 “Water District” means the Powder Mountain Water and Sewer Improvement District (“Water District”). The Water District was formed on July 20, 1978 by the Board of County Commissioners of Weber County. The Water District currently operates as an independent special district under §17B-2a-403, et. seq. UCA.

1.19 “WCO” means the Weber County Ordinance as adopted by the Weber County Commission.

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EXHIBIT “B” LEGAL DESCRIPTION

DESCRIPTION OF POWDER MOUNTAIN PROPERTIES.

COMMENCING AT THE SECTION CORNER COMMON WITH SECTIONS 2 AND 3, TOWNSHIP 7 NORTH 1 EAST, SALT LAKE BASE AND MERIDIAN, SAID POINT ALSO BEING ON THE TOWNSHIP LINE COMMON TO TOWNSHIPS 7 AND 8 NORTH, AND RUNNING THENCE SOUTHERLY, ALONG THE QUARTER SECTION LINE COMMON TO SECTIONS 2 AND 3, A DISTANCE OF 2500 FEET MORE OR LESS TO THE QUARTER CORNER COMMON TO SAID SECTIONS 2 AND 3; THENCE SOUTHWESTERLY, ACROSS SAID SECTION 3, A DISTANCE OF 2026 FEET, THENCE SOUTH 38º43’ WEST, A DISTANCE OF 403 FEET; THENCE SOUTHERLY, A DISTANCE OF 1500 FEET TO THE COMMON TO SECTION 3 AND 10; THENCE SOUTHERLY 2551 FEET, TO THE EAST’WEST CENTER SECTION LINE OF SECTION 10; THENCE SOUTHERLY 2642 FEET, TO THE SECTION LINE COMMON TO SECTIONS 10 AND 15; THENCE SOUTH 00’13’52 WEST A DISTANCE OF 3091 FEET; THENCE NORTH 43º51’56” EAST, A DISTANCE OF 3083 FEET, TO THE SOUTHERLY LINE OF SNOWFLAKE SUBDIVISION PHASE 3 OPEN SPACE; THENCE TO AND ALONG SAID SNOWFLAKE OPEN SPACE THE FOLLOWING SIXTY NINE 71) COURSES: 1) NORTH 0º17’23” E, A DISTANCE OF 69.79 FEET; 2) ALONG THE ARC OF ANON-TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 1722.93 FEET, THE CENTER OF WHICH BEARS NORTH 5º51’41” EAST, THROUGH A CENTRAL ANGLE OF A 6º01’45”, A DISTANCE OF 181.30 FEET 3) NORTH 80º53’49” WEST, A DISTANCE OF 205.00 FEET; 4) NORTH 83º41’02” WEST, A DISTANCE OF 215.67 FEET; 5) NORTH 08º20’23” WEST, A DISTANCE OF 150.90 FEET; 6) NORTH 31º23’51” EAST, A DISTANCE OF 2.18 FEET; 7) NORTH 81º19’50” WEST, A DISTANCE OF 67.66 FEET; 8) NORTH 71º26’24” WEST, A DISTANCE OF 100.94 FEET; 9) NORTH 46º01’54” WEST, A DISTANCE OF 41.43 FEET; 10) NORTH 87º30’41” WEST, A DISTANCE OF 75.46 FEET; 11) SOUTH57º54’57” WEST DISTANCE OF, 212.86 FEET; 12) SOUTH 35º37’24” WEST, A DISTANCE OF 86.77 FEET; 13) SOUTH 45º02’53” WEST, A DISTANCE OF 191.36 FEET; 14) SOUTH 63º28’47” WEST, A DISTANCE OF 129.68 FEET; 15) SOUTH 36º58’13” WEST, A DISTANCE OF 247.29 FEET; 16) SOUTH 19º33’21” WEST, A DISTANCE OF 109.57 FEET; 17) SOUTH 9º06’41” WEST, A DISTANCE OF 178.88 FEET; 18) SOUTH 02º20’13” WEST, A DISTANCE OF 170.40 FEET; 19) SOUTH 74º53’08” EAST, A DISTANCE OF 111.72 FEET; 20) ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 2176.31 FEET, THE CENTER OF WHICH BEARS SOUTH 71º44’04” EAST, THROUGH A CENTRAL ANGLE OF 5º25’37”, A DISTANCE OF 206.14 FEET; 21) SOUTH 12º50’18” WEST, A DISTANCE OF 441.54 FEET; 22) ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 765.41 FEET, THE CENTER OF WHICH BEARS NORTH 77º09’41” WEST, THROUGH A CENTRAL ANGLE OF 31º33’22”, A DISTANCE OF 421.56 FEET; 23) NORTH 21º25’55” WEST, A DISTANCE OF 78.34 FEET; 24) NORTH 08º04’16” EAST, A DISTANCE OF 58.59 FEET; 25) NORTH 36º28’18” EAST, A DISTANCE OF 227.68 FEET; 26) NORTH 05º13’30” WEST, A DISTANCE OF 324.36 FEET; 27) NORTH 16º29’54” EAST, A DISTANCE OF 280.28 FEET; 28) NORTH 02º20’13” EAST, A DISTANCE OF 295.78 FEET; 29) NORTH 09º06’41” EAST, A DISTANCE OF 190.17 FEET; 30) NORTH 19º33’21” EAST, A DISTANCE OF 127.91 FEET;

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31) NORTH 36º58’13” EAST, A DISTANCE OF 276.45 FEET; 32) NORTH 63º28’47” EAST, A DISTANCE OF 135.18 FEET; 33) NORTH 45º02’53” EAST, A DISTANCE OF 173.01 FEET; 34) NORTH 35º37’24” EAST, A DISTANCE OF 94.21 FEET; 35) NORTH 56º13’19” EAST, A DISTANCE OF 232.69 FEET; 36) NORTH 66º48’26” EAST, A DISTANCE OF 66.81 FEET; 37) NORTH 35º42’30” EAST, A DISTANCE OF 293.08 FEET; 38) NORTH 39º28’14” EAST, A DISTANCE OF 212.38 FEET; 39) NORTH 11º43’39” EAST, A DISTANCE OF 201.42 FEET; 40) NORTH 01º49’39” EAST, A DISTANCE OF 182.75 FEET; 41) NORTH 16º16’22” EAST, A DISTANCE OF 189.25 FEET; 42) NORTH 10º36’01” EAST, A DISTANCE OF 273.73 FEET; 43) NORTH 21º58’07” EAST, A DISTANCE OF 235.54 FEET; 44) NORTH 33º16’54” EAST, A DISTANCE OF 298.30 FEET; 45) NORTH 17º09’32” EAST, A DISTANCE OF 510.93 FEET; 46) NORTH 16º49’08” EAST, A DISTANCE OF 192.26 FEET; 47) NORTH 08º30’08” EAST, A DISTANCE OF 395.50 FEET; 48) NORTH 05º12’34” EAST, A DISTANCE OF 268.76 FEET; 49) NORTH 11º13’47” EAST, A DISTANCE OF 213.38 FEET; 50) NORTH 23º35’03” EAST, A DISTANCE OF 268.68 FEET; 51) SOUTH 66º24’57” EAST, A DISTANCE OF 150.00 FEET; 52) SOUTH 23º35’03” WEST, A DISTANCE OF 252.44 FEET; 53) SOUTH 11º13’47” WEST, A DISTANCE OF 189.26 FEET; 54) SOUTH 05º12’34” WEST, A DISTANCE OF 265.18 FEET; 55) SOUTH 08º30’08” WEST, A DISTANCE OF 410.72 FEET; 56) SOUTH 17º03’54” WEST, A DISTANCE OF 736.23 FEET; 57) SOUTH 33º16’54” WEST, A DISTANCE OF 304.68 FEET; 58) SOUTH 21º58’07” WEST, A DISTANCE OF 205.76 FEET; 59) SOUTH 10º36’01” WEST, A DISTANCE OF 266.23 FEET; 60) SOUTH 16º16’22” WEST, A DISTANCE OF 177.67 FEET; 61) SOUTH 01º49’39” WEST, A DISTANCE OF 176.73 FEET; 62) SOUTH 11º43’39” WEST, A DISTANCE OF 251.46 FEET; 63) SOUTH 37º31’14” WEST, A DISTANCE OF 510.46 FEET; 64) SOUTH 77º48’30” EAST, A DISTANCE OF 157.51 FEET; 65) SOUTH 34º36’07” EAST, A DISTANCE OF 81.85 FEET; 66) SOUTH 87º19’55” EAST, A DISTANCE OF 57.38 FEET; 67) SOUTH 48º39’46” EAST, A DISTANCE OF 89.03 FEET; 68) NORTH 83º15’59” EAST, A DISTANCE OF, 210.24 FEET; 69) SOUTH 69º38’21” EAST, A DISTANCE OF 121.21 FEET; 70) SOUTH 79º24’24” EAST, A DISTANCE OF 83.51 FEET; 71) NORTH 00’17’23 EAST, A DISTANCE OF 675.07 FEET; THENCE EASTERLY, ALONG THE LINE COMMON TO SAID SECTIONS 10 AND 15, A DISTANCE OF 2110 FEET, TO THE SECTION CORNER COMMON TO SECTIONS 11, 10, 15 &14; THENCE EASTERLY, ALONG THE SECTION LINE COMMON TO SAID SECTIONS 11 & 14, HALF MILE MORE OR LESS TO THE QUARTER CORNER OF SECTIONS 11& 14; THENCE EASTERLY, ALONG SAID SECTION LINE, ONE HALF MILE TO THE SECTION CORNER COMMON TO SECTIONS 11, 12, 13 & 14; THENCE NORTHERLY, ALONG THE SECTION LINE COMMON TO SAID SECTION 11 & 12, ONE MILE TO THE SECTION CORNER COMMON TO SECTIONS 1, 2, 11, & 12; THENCE EASTERLY ALONG THE SECTION LINE COMMON TO SAID SECTIONS 1 & 12, THREE FOURTHS OF A MILE, TO THE NORTH’SOUTH SIXTEENTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 12; THENCE SOUTHERLY, ALONG SAID SIXTEENTH LINE 1320 FEET, TO THE NORTHEAST SIXTEENTH CORNER OF THE NORTHEAST QUARTER; THENCE WESTERLY ALONG THE EAST’WEST SIXTEENTH LINE OF THE NORTHEAST QUARTER, 1320 FEET, TO THE NORTH SIXTEENTH CORNER OF SAID SECTION 12; THENCE SOUTHERLY ALONG THE NORTH’SOUTH CENTER QUARTER SECTION LINE, 1320 FEET, TO THE CENTER QUARTER CORNER; THENCE EASTERLY ALONG THE EAST’WEST CENTER SECTION LINE, 1320 FEET TO THE EAST SIXTEENTH CORNER OF SAID SECTION 12; THENCE SOUTHERLY,

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ALONG THE NORTH’SOUTH SIXTEENTH LINE OF THE SOUTHWEST QUARTER, ONE HALF MILE, TO THE EAST SIXTEENTH CORNER COMMON TO SECTIONS 12 AND 13; THENCE EASTERLY, 1320 FEET, TO THE SECTION LINE COMMON TO SAID SECTIONS, TO THE SECTION CORNER COMMON TO SECTIONS 12 & 13 TOWNSHIP 7 NORTH, RANGE 1 EAST, AND SECTIONS 7 AND 18 OF TOWNSHIP 7 NORTH, RANGE 2 EAST, SALT LAKE BASE AND MERIDIAN; THENCE EASTERLY, 1320 FEET, TO THE WEST SIXTEENTH OF SECTIONS 7 AND 18, TOWNSHIP 7 NORTH, RANGE 2 EAST; THENCE NORTH 0º 26’ WEST, A DISTANCE OF 880 FEET, MORE OR LESS; THENCE SOUTH 85º20” EAST, A DISTANCE OF 2540 FEET; THENCE SOUTH 1º30’ EAST, A DISTANCE OF 880 FEET, TO THE SECTION LINE COMMON TO SECTIONS 7 AND 18; THENCE SOUTHERLY, THREE FOURTH OF A MILE, TO THE EAST SIXTEENTH CORNER OF SAID SECTION 18; THENCE EASTERLY,1320 FEET, TO THE QUARTER CORNER COMMON TO 17 AND 18; THENCE SOUTHERLY, ALONG THE SECTION LINE COMMON TO SAID SECTIONS 17 & 18, ONE HALF MILE, TO THE SECTION CORNER COMMON TO 17, 18, 19 AND 20; THENCE EASTERLY, ALONG THE SECTION LINE COMMON TO SECTION 17 AND 20, ONE HALF MILE, TO THE QUARTER CORNER COMMON TO SAID SECTIONS; THENCE EASTERLY, ALONG SAID SECTION LINE, ONE HALF MILE, TO THE SECTION CORNER COMMON WITH SECTIONS 16, 17, 20 AND 21; THENCE EASTERLY, ALONG THE SECTION LINE COMMON TO SECTIONS 16 AND 21,ONE HALF MILE, TO THE QUARTER CORNER COMMON TO SAID SECTIONS; THENCE NORTHERLY, ALONG THE NORTH’SOUTH CENTER QUARTER LINE, ONE HALF MILE TO THE CENTER OF SAID SECTION 16; THENCE NORTH 50º EAST, A DISTANCE OF 3800 FEET, TO THE SECTION CORNER COMMON TO SECTIONS 10, 9, 16, AND 15; THENCE WESTERLY, ALONG THE SECTION LINE COMMON WITH SECTIONS 9 AND 16, ONE HALF MILE, TO THE QUARTER CORNER COMMON WITH SAID SECTIONS; THENCE NORTHERLY ALONG THE NORTH’SOUTH CENTER QUARTER LINE, ONE MILE, TO THE QUARTER CORNER COMMON TO SECTIONS 4 AND 9; THENCE NORTHERLY ALONG THE NORTH’SOUTH CENTER QUARTER LINE, ONE HALF MILE, MORE OR LESS TO THE CENTER OF SAID SECTION 4; THENCE NORTHERLY, ALONG SAID LINE 960 FEET, TO THE WEBER AND CACHE COUNTY LINE; THENCE WESTERLY; THENCE ALONG SAID COUNTY LINE, 9,600 FEET, TO THE NORTH LINE OF THE WEBER STATE UNIVERSITY PROPERTY; THENCE SOUTH 68º08'39" EAST, ALONG SAID NORTH LINE, A DISTANCE OF 389 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 21º51'21" WEST, A DISTANCE OF 127.94 FEET, TO THE SOUTH EAST CORNER OF SAID PROPERTY; THENCE ALONG THE ARC OF A NON’TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1049.43 FEET, A DISTANCE OF 546.3 FEET; THENCE NORTH 45º00’59" WEST, A DISTANCE OF 33.94 FEET; THENCE NORTH 13º01'28" EAST, A DISTANCE OF 60.75 FEET; THENCE NORTH 27º33'36" WEST, A DISTANCE OF 169.15 FEET; THENCE NORTH 68º08'39" WEST, A DISTANCE OF 123.43 FEET, TO THE EAST LINE OF A RIGHT OF WAY; THENCE SOUTH 21º51'21" WEST, A DISTANCE OF 200.98 FEET; THENCE ALONG THE ARC OF A NON’TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 725.00 FEET, A DISTANCE OF 279.14 FEET; THENCE SOUTH 70º33'51" WEST, A DISTANCE OF 185.00 FEET; THENCE ALONG THE ARC OF A 925.00 FOOT RADIUS CURVE TO THE RIGHT, A DISTANCE OF 274.89 FEET; THENCE SOUTH 87º33’51” WEST, A DISTANCE OF 254.12 FEET; THENCE NORTH 0º26'12" WEST, A DISTANCE OF 50.00 FEET, TO THE NORTHERLY LINE OF SAID RIGHT OF WAY; THENCE NORTH 87º33'51" EAST, A DISTANCE OF 254.12 FEET; THENCE ALONG THE ARC OF A 875.00 FOOT RADIUS CURVE TO THE LEFT, A DISTANCE OF 259.18 FEET; THENCE NORTH 70º33'51" EAST, A DISTANCE OF 185.00 FEET; THENCE ALONG THE ARC OF A 675.00 FOOT RADIUS CURVE TO THE LEFT, A DISTANCE OF 248.25 FEET; THENCE NORTH 21º51'21" EAST, 40 FEET, TO THE COUNTY LINE; THENCE NORTHWESTERLY, 700 FEET, ALONG SAID COUNTY LINE TO THE POWDER RIDGE IV PROPERTY; THENCE SOUTH 42º44'56" WEST, ALONG SAID POWDER RIDGE PROPERTY AND THE WATERFORD FUND LLC PROPERTY, A DISTANCE OF 695.00 FEET, TO THE SOUTHEAST CORNER OF SAID WATERFORD PROPERTY; THENCE SOUTH 77º01'49" WEST, A DISTANCE OF 197.43 FEET; THENCE NORTH 65º00'03" WEST, A DISTANCE OF 140.65 FEET, TO THE NORTH’SOUTH CENTER QUARTER LINE OF SECTION 6; THENCE NORTH 4º EAST, ALONG SAID NORTH’SOUTH CENTER QUARTER LINE, A DISTANCE OF 9.73 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 133 FEET, A DISTANCE OF 132 FEET; THENCE NORTH 19º WEST, ALONG POWDER MOUNTAIN RIDGE CONDOMINIUMS, A DISTANCE OF 160 FEET, TO THE SOUTHWEST CORNER OF THE DENNIS GRIFFITH PROPERTY; THENCE NORTH 19º WEST, ALONG SAID PROPERTY, A DISTANCE OF 180 FEET; THENCE NORTHERLY ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 1650 FEET, A DISTANCE OF 290 FEET; THENCE NORTH 9º WEST, ALONG POWDER MOUNTAIN RIDGE CONDOMINIUMS, A DISTANCE OF 310 FEET; THENCE

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NORTHWESTERLY ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 419 FEET, A DISTANCE OF 160 FEET, TO THE NORTHWEST CORNER OF SAID POWDER MOUNTAIN RIDGE CONDOMINIUMS; THENCE NORTH 57º EAST, ALONG THE NORTH LINE OF POWER MOUNTAIN RIDGE CONDOMINIUMS, 270 FEET, TO THE WEBER AND CACHE COUNTY LINE; THENCE WESTERLY AND NORTHERLY, ALONG SAID COUNTY LINE, 4,800 FEET, TO THE QUARTER SECTION LINE COMMON TO SECTION 36 AND 1, THENCE WESTERLY, ALONG SAID SECTION LINE, A DISTANCE OF 28.00 FEET, MORE OR LESS TO THE EAST BOUNDARY OF POWDER MOUNTAIN VILLAGE; THENCE SOUTH 00º 07’42” EAST, ALONG SAID EAST BOUNDARY, A DISTANCE OF 180.32 FEET, TO A POINT ON THE NORTH LINE OF A COUNTY ROAD; THENCE SOUTHEASTERLY ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 290.00 FEET, A DISTANCE OF 108.43 FEET; THENCE SOUTH 19º 13’ 29” WEST, A DISTANCE OF 98.95 FEET, TO THE NORTHEAST CORNER OF MOON RIDGE CONDOMINIUMS; THENCE SOUTH 22º33’31” EAST, ALONG SAID CONDOMINIUMS, A DISTANCE OF 101.00 FEET, TO THE SOUTHEAST CORNER THEREOF, SAID POINT ALSO BEING THE NORTHEAST CORNER OF THE ELKHORN, LLC PROPERTY; THENCE SOUTH 25º 22’ 10” EAST, ALONG SAID ELKHORN PROPERTY, A DISTANCE OF 362.71 FEET, TO THE SOUTHEAST CORNER OF SAID PROPERTY; THENCE SOUTH 68º 45’ 53” WEST, ALONG SOUTH LINE OF SAID PROPERTY, A DISTANCE OF 122.75 FEET, TO A POINT ON THE EAST LINE OF A COUNTY ROAD, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF SAID ELKHORN PROPERTY; THENCE SOUTHERLY, ALONG THE ARC OF A 209.69 FOOT RADIUS NON’TANGENT CURVE TO THE RIGHT, A DISTANCE OF 148.70 FEET; THENCE SOUTH 89º 59’ 57” WEST, A DISTANCE OF 66.01 FEET, TO A POINT ON THE WEST LINE OF SAID COUNTY ROAD; THENCE NORTHERLY ALONG THE SAID WEST LINE AND THE ARC OF A 143.69 FOOT RADIUS NON’TANGENT CURVE TO THE LEFT, A DISTANCE OF 111.36 FEET; THENCE ALONG THE ARC OF A REVERSE CURVE HAVING A RADIUS OF 697.66 FEET, A DISTANCE OF 207.61 FEET; THENCE NORTH 28º 57’00” WEST, ALONG SAID COUNTY ROAD, A DISTANCE OF 138.64 FEET; THENCE SOUTH, ALONG THE EAST LINE OF THE FORTIUS GROUP PROPERTY AND ALONG THE EAST LINE OF SUNDOWN CONDOMINIUMS AT POWDER MOUNTAIN, A DISTANCE OF 495.44 FEET; THENCE SOUTH 65º 00’ 00” WEST, ALONG THE SOUTHERLY BOUNDARY OF SAID SUNDOWN CONDOMINIUMS, A DISTANCE OF 305.61 FEET, TO A POINT ON THE NORTHERLY LINE OF A COUNTY ROAD; THENCE NORTHWESTERLY ALONG SAID COUNTY ROAD AND THE ARC OF A 310 FOOT NON’TANGENT CURVE TO THE LEFT, A DISTANCE OF 59.24 FEET; THENCE ALONG THE ARC OF A 490 FOOT RADIUS NON’TANGENT CURVE TO THE LEFT, A DISTANCE OF 324.88 FEET; THENCE NORTH 41º 28’ 33” WEST, ALONG THE WEST LINE OF SAID CONDOMINIUMS AND THE EASTERLY LINE OF AFORESAID FORTIUS GROUP LLC PROPERTY, A DISTANCE OF 538.34 FEET, TO A POINT ON THE SOUTHERLY LINE OF A COUNTY ROAD; THENCE NORTH 83º 08’ 09” WEST, A DISTANCE OF 105.74 FEET, TO A POINT ON THE WEST LINE OF SAID COUNTY ROAD, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF POWDER 11 AT POWDER MOUNTAIN SUBDIVISION; THENCE NORTH 24º 23’ 09” WEST, ALONG THE WEST LINE OF SAID SUBDIVISION, A DISTANCE OF 397.37 FEET; THENCE NORTH 46º 55’ 29” EAST, ALONG SAID SUBDIVISION, A DISTANCE OF 72.31 FEET; THENCE SOUTH 88º 24’ 26” EAST, ALONG SAID SUBDIVISION, A DISTANCE OF 142.94 FEET, TO A POINT ON THE WEST LINE OF POWDER MOUNTAIN WEST SUBDIVISION PHASE 3; THENCE NORTH 39º 56’ 02” WEST. ALONG SAID WEST LINE, A DISTANCE OF 136.95 FEET; THENCE NORTH 15º 25’ 03” EAST, ALONG SAID WEST LINE, A DISTANCE OF 223.86 FEET, TO A POINT ON THE SOUTH LINE OF A COUNTY ROAD; THENCE EASTERLY ALONG SAID COUNTY ROAD AND THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 355.00 FEET, A DISTANCE OF 103.01 FEET; THENCE NORTH 65º13’29” EAST, A DISTANCE OF 52.84 FEET; THENCE ALONG THE ARC OF A 147.62 FOOT RADIUS CURVE TO THE RIGHT, A DISTANCE OF 84.04 FEET; THENCE NORTH 83º52’18” EAST, A DISTANCE OF 7.37 FEET, TO A POINT ON THE WEST LINE OF POWDER MOUNTAIN PHASE 1; THENCE NORTH 0º07’42” WEST, A DISTANCE OF 217.91 FEET; THENCE NORTH 63º52’18” EAST, A DISTANCE OF 206.88 FEET; THENCE NORTH 32º32’18” EAST, A DISTANCE OF 167.50 FEET; NORTH 32º15’18” EAST, A DISTANCE OF 102.26 FEET, TO THE WEBER/ CACHE COUNTY LINE; THENCE NORTHERLY AND WESTERLY, ALONG SAID COUNTY LINE, 9,900 FEET, TO A POINT ON THE SECTION LINE COMMON TO SECTIONS 34 AND 35, TOWNSHIP 8 NORTH, RANGE 1 EAST, SALT LAKE BASE AND MERIDIAN; THENCE SOUTHERLY, A DISTANCE OF 3291FEET, ALONG SAID SECTION LINE, TO THE POINT OF BEGINNING.

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LESS AND EXCEPTING THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 9 NORTH, RANGE 2 EAST, SALT LAKE BASE AND MERIDIAN.

CONTAINS: 6,351 ACRES, MORE OR LESS

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EXHIBIT “C” WITHDRAWAL OF INCORPORATION PETITION The sponsors of the petition to incorporate the Town of Powder Mountain, filed with Weber County on January 18, 2008, hereby withdraw their Incorporation Petition effective immediately upon the execution of this agreement by both parties.

This withdrawal shall be automatic and deemed complete, without any further action on the part of the incorporation sponsors.

DATED this _____ day of July, 2008.

Incorporation Petition Sponsors

______

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EXHIBIT “D” CONCEPT DEVELOPMENT PLAN

Section 1 Statement of Purpose and Intent 1.1 Overview The purpose of the Concept Development Plan or “CDP” is to provide for and guide the creation of the Powder Mountain planned development configured around a major recreational activity.

The CDP creates an economically, environmentally and socially sustainable resort community. The Project will become a year-round resort that is rooted in the Wasatch Mountain range. The development will embody a pedestrian oriented mountain resort with a variety of accommodations, recreational activities, commercial areas, and housing types.

The obvious public benefits of the project will be strengthened, as will tourism in the region. The County and the surrounding area will enjoy the economic benefits that accompany well-planned utilization of existing and future Resort infrastructure.

While the CDP has been thought out with considerable care and detail, it is still considered a dynamic plan that is intended to change as it is refined and as market forces demand. The Project will evolve as the individual developments are undertaken within the CDP framework. Such evolution will reflect technical innovations, user preference, market conditions and competition in the resort industry.

The path leading to the creation of this CDP has included a comprehensive series of planning and analytical activities that has shaped the land use in both Weber and Cache Counties as follows:

• A year-round resort has been contemplated on this major tract of private land, since the advent of the Resort over thirty-five years ago. • Over the last eight years, comprehensive analysis of the potential environmental, social, and economic impacts of development has occurred. • The strong vision for the future of the Resort is expressed in this CDP and it is intended to provide a roadmap for the development of the Project.

1.2 Concept Development Plan Goals

• World-Class Destination Resort • Authentic Experience – unique resort • A place for Special Events, including festivals and concerts • Family friendly

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• Locals friendly • BIG (largest skiable terrain in North America) • Focus on natural amenities • Experience during the day – open and less-crowded ski slopes during the winter, and great golf and other recreational activities during the summer; and in the evening – nightlife at a vibrant and lively village.

1.3 Vision

Powder Mountain Resort is envisioned as one of the top destination resorts in North America, offering a unique elegant western experience within the four- season resort setting. The new Powder Mountain Resort envisions over 9,800 acres of an intimate, pristine, and accessible environment comprised of a year- round recreational reserve where world-class skiing and snow sports, golf, horseback riding, hiking, biking and other adventures exist to set a new standard in the resort industry; more distinctive and exceptional than has been seen anywhere.

Section 2 CDP Overview The CDP describes a future for the approximate 6351 acres of privately owned land in Weber County and establishes standards for the quantity and quality of development that will occur at the Resort. The CDP presents the program for the anticipated maximum build-out of the Resort. The CDP identifies the development scenario as shown in the attached Concept Development Map. This physical plan identifies the plan areas, programmatic uses and other planning parameters that are described in this section.

2.1 Design Concept

The concept of this plan is to create a mixed-use village core area at the heart of the Resort where both recreation and high density development are centralized, and radiate out through trail systems and lower density development towards the property boundary and public lands.

The existing development at Powder Mountain Resort (Sundown, Powder Keg, and Hidden Lake) will be removed to allow for appropriate uses and aesthetically pleasing structures to be built. The Resort plans to create a pedestrian oriented development within the resort villages to support winter and summer visitors. The main village will be designed to accommodate street-level retail and restaurants, second-level offices and possibly employee rental units, and the top- levels for a mix of condominiums, hotels, and time-shares. The resort core village will provide a center of vibrant activity and connectivity. Connections will exist throughout the village and commercial areas and will flow through the Resort via the ski lifts, pedestrian and bike trails and shuttle.

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Additionally, the Resort core will be designed to ski through and access both counties via ski trails in winter and hike/bike trails in snow free conditions. The character of the built-out Resort center will be distinctive architecture that supports clustered buildings with a range of heights from one to ten habitable levels above grade. The village center will have a human scale and will be visually and physically accessible. It will include a range of uses from short-term accommodations such as hotels and condominium lodge units, to retail, restaurant and skier services and amenities. The intent is to complement, support, and enhance the recreational activities that are the major attraction of the Resort.

The Resort will offer a high level of experiential programs based on family friendly activities. The village center will be the center of many of these programs. This area will include indoor and outdoor spaces for events, performances, demonstrations, festivals and displays. There will be movie and family nights, children’s events, guest speakers, celebratory festivals, sales of goods, and theme or seasonal events. Additionally, the Resort core will be the center of skier services activities – such as ski school and child care. With a new ski pod created specifically for learning to ski and ride terrain and children’s mountain center – the village will have year-round introductory to alpine sports activities and fun programs for kids.

Other recreational opportunities planned throughout the Resort include: an aquatic center, amphitheatre, spa, playground areas, climbing wall, horseback riding, biking, a ropes course, a zip line, tennis center, kids center, and a mountain biking skills area among other activities.

The single-family and mixed use areas within the Project create a lower density of development that provides a transition between the dense Resort center and the natural areas. The types of buildings in these areas are single-family residences, townhouses, corporate retreats and cabins. The units will be linked to the Resort center with pedestrian trails. A majority of the units have ski in/ski out access and in Weber County many of the units will have ski access and golf course frontage. The roads in the project are designed to have minimum widths based on mountain standards to reduce impacts on the hillsides that they traverse, while meeting functional requirements. Where possible at the Resort, pedestrian routes that are suitable for emergency access and service vehicles will be developed, instead of roads.

The design of the ski resort has been conceived to maximize the “skiability” of the site while completely integrating with the development areas. The skiing portion of the CDP is intended to expand over time with the pods of development so that development is built with a corresponding lift system and trails in place to provide skier access at the time of development origination. As Powder Mountain is fortunate to have a reputation of powder paradise and an open and less-crowded feeling; the Resort intends to keep this exceptional aspect by balancing terrain/lift development and limiting skier visits per day.

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The two proposed golf courses are designed to work with the rolling landscape and preserve vegetation as they traverse the property. The views from both courses are astounding and will make for memorable golf rounds.

2.2 Description of the Land Uses

The uses described above are permitted within the following two land use areas: 1. Development Area 2. Recreation Area

Specific uses identified for each area, as shown in Tables 2.2.1 – Permitted Uses by Area, below. The narrative below describes the program shown in the attached Concept Development Map.

Development Area (D). The D area provides the location for the majority of the Resort’s development to occur within. Generally, the plan proposes the development of high and medium density dwelling units, skier and guest services, meeting space and accommodations, recreation areas, commercial/retail space, and mixed uses in the resort core areas. Stemming out from the resort core is a range of medium to low density residential development that transitions from the higher density to the single-family residential. Also planned is low density residential areas consisting of detached single-family dwellings surrounded by indigenous mountain landscaping and natural areas. The intent of the villages, as shown in the Conceptual Village Area Map, is to create central locations for an active and vibrant lifestyle and one main village at the Resort core. Ski trails and pedestrian trails systems are planned to connect these areas to the rest of the resort.

Recreation Area (REC). The purpose of this area is to provide and reserve suitable areas for active and passive recreation and associated improvements. The proposed uses in the area are primarily recreation based and include but are not limited to: skiing and golf, parks, trails and trailheads, amphitheaters, plaza areas, natural unimproved and planted landscaping, open space, winter sports, play fields, bathrooms and kiosks, clubhouse facilities, skier services facilities, and other winter and summer support recreation activities. Single-family dwellings may be developed in the REC area immediately surrounding the golf courses, but not in other REC areas. Other types of uses are permitted as per Table 2.2.1.

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Table 2.2.1 Notwithstanding the existing underlying zones in the Project, the following uses shall be permitted and prohibited uses throughout the Project by Area Permitted Uses by Area The following table shows uses that are permitted (P), and not permitted (prohibited) (X). USE DESCRIPTION D REC Accessory uses and structures not otherwise listed in this table, normally P P incidental to one or more permitted principal uses Active recreational facilities, such as tennis courts, fitness centers, and P swimming pools, as principal uses or as accessory to one or more permitted P uses Adult businesses X X Bed and breakfast inns P X Churches, temples, synagogues, and places of worship P X Commercial recreational facility, indoor P P Commercial recreational facility, outdoor P P Condominium Hotel, time share, club P X Conference centers P X Conservation areas, open space and passive recreational facilities P P Corporate Retreat, Retreat Centers P X Country clubs, including golf courses and clubhouses with restaurants and golf P P pro shops as accessory uses Day care centers P X Dwellings, single-family detached P P* Dwellings, single-family attached (townhouses) P X Dwellings, two-family (duplexes) P X Dwellings, multifamily (condominiums) P X Dwellings, located within a building containing another principal use P X Employee Housing P X Events P P Extraction industries (permanent) – extraction and removal of sand, gravel, top X X soil, clay, and dirt Extraction industries (temporary) – extraction and removal of sand, gravel, top P P soil, clay, and dirt (see construction ordinance) Financial Institutions (banks, credit unions, ATMs, etc.) P X Golf Course with typical associated facilities and activities (including, but not limited to: driving range, cart paths, bathrooms, maintenance shop, golf P P clubhouse, tennis courts, spa, fitness center, parking) Health services, clinics, medical care, urgent care P X Health Spas and/or Fitness Club P X Home occupations P X Household Pets P P Hotel P X Lockout Units P X Lodging services P X Manufactured dwelling units X X Mixed-use structure with combination of commercial, retail, services, and P X accommodations/dwellings Mobile homes X X Municipal Offices, City Hall, Public Services (Fire and Sheriff) P P Offices (not allowed on first floor of commercial village) P X Public and semi-public uses P P

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Recycling centers, collection points P P Rental of dwelling units: Long-term rentals (7 days or more) as regulated by Powder Mountain P X CC&R’s Nightly rentals (less than 7 days) as regulated by Powder Mountain P X Restaurants, Night Clubs, Bars, and Private Clubs including outside seating areas but not including vehicle drive-ins or drive-through facilities (pedestrian P X and ski-to facilities allowed) Retail trade establishments, enclosed. P X Signs P P Ski Area, runs, lifts, and all typical ski area uses (no structures larger than P P 1,000 square feet, residential uses or dwelling units). Ski facilities, lodges, maintenance shop and area, rental shops, retail areas, food vending/restaurants/bars, lifts, runs, parking) all typical ski area uses (no P P residential uses or dwelling units). Temporary structures and uses P P Trails and Trail System (Skiing, Hiking, Biking, Equestrian) P P Warehouses and storage buildings X P Uses not specified in this table (**) (**)

*Single family dwelling units are only allowed in the REC area immediately surrounding the golf course.

**Other uses not listed here are permitted if they are compatible with the purposes of the Resort. The County Planning Director shall determine if a use is not compatible.

2.3 Dimensional Requirements by Land Use

Notwithstanding the underlying zoning or site development standards in existence, these dimensional requirements shall apply to the Project.

Table 2.3.1 - Dimensional Requirements by Land Use Multifamily Commercial and Dwelling units Dwelling units dwellings; Dwelling units retail; Fire, Public Safety, DIMENSIONAL greater than 2,500 greater than 1,000 condominiums; ski greater than hotels/condo- Public Structures REQUIREMENTS s.f. but less than but less than 2,500 lodges/golf 5,000 s.f./unit tels; and mixed and Facilities 5,000 s.f./unit s.f./unit clubhouses; and uses mixed uses Maximum Height: 60 feet (an 60 feet (an allowance for 35 feet allowance for up to up to 150 feet 45 feet (35 feet for 45 feet (35 feet for Main Building (25 feet 150 feet may be may be single-family single-family 35 feet Height accessory permitted by the permitted by the detached units) detached units) building height) County Planning County Director) Planning Director) Minimum Lot Size: 6,000 s.f. for single- 2,500 s.f. for single- No min lot size No min lot size No min lot size family detached family detached No portion of a No portion of a Preferred to be 1 acre units, (for attached units, (for attached building pad can building pad integrated into

units min lot size is units min lot size is be located on can be located village/commercial generated by the generated by the ground over 30% on ground over area

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Lot Width and Lot Width and slope. 30% slope. Setbacks below) Setbacks below) Minimum Lot Width:

90 l.f. 60 l.f. 40 l.f. NA NA NA

Minimum Yard

Setbacks: Minimum Front Setback 25 feet 20 feet 15 feet NA NA NA

Detached Units - 15 Detached Units - 10 feet total with no feet total with no less than 6 feet less than 5 feet on one side. on one side. Attached Units - 20 40 feet total with Attached Units - 20 feet between Minimum Side no less than 20 feet between buildings, 0 feet NA NA NA Setback feet on one buildings, 0 feet setbacks between side setbacks between attached units, 40 attached units, 40 feet from exterior feet from exterior property property boundary boundary (min (min 20 each side) 20 each side) 10 feet from closest Minimum Rear portion of a 20 feet 15 feet NA NA NA Setback building to rear property line Maximum Footprint Within Buildable Area: 30% of Buildable 50% of Buildable 70% of Buildable NA NA NA Area Area Area Minimum Open Space: NA NA NA 20% 20% NA Floor Area Ratio (FAR): NA NA NA 1:1 2:1 NA

Snow Storage Area: Plans/plats shall provide for snow storage and show the snow storage locations. Abbreviations s.f =.square feet, l.f. = linear feet, Height = The vertical distance measured parallel from the grade at the designated front door to the highest point of the coping of a flat roof; to the deck lines of a mansard roof; or to the mean height level between the eaves and ridge of a gable or hip roof. This height Height requirement encourages structures to be stepped with the grade. Max height does not pertain to chimneys, venting, church steeples, and NOTES other appurtenances that do not contain dwelling space. Non-dwelling appurtenances may extend a maximum of 5 feet further than the height restrictions. Open Space includes undeveloped natural areas, landscaped areas, parks, playgrounds, pocket parks, plazas, ski trails and other public Open Space use trials, courtyards and other public spaces. Buildable The buildable area is the three (3) dimensional space within which a structure is permitted to be built on and which is defined by Area and maximum height regulations, yard setbacks and building coverage. The building pad is the actual foundation area of a building and Building Pad reasonable area around the foundation necessary for construction and grade transitions.

2.4 Roadways and Circulation

2.4.1 Road Dedication – Roads at Powder Mountain are intended to be public, as determined by the Local District, unless set aside as private roads by Powder Mountain. 2.4.2 Road Plan – The approximate length and locations of the main roads within the Project is anticipated to follow the road plan shown on the Concept Development Map.

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2.4.3 Site Circulation – Site design shall integrate safe, convenient, and direct access to transportation services and facilities (i.e. bus shelters, information kiosks) and shall incorporate the facilities necessary for the proper functioning of the Resort Transit Plan. The Concept Development Map also illustrates the ski runs and lifts that create a system of on- mountain connections to users of the Resort. There will be pedestrian linkages throughout the developed area, as well as connections to trails on public lands. 2.4.4 Seasonal Emergency Access - Powder Mountain will support Weber County in pursuing the development of a seasonal emergency (ingress/egress) route that provides alternative access other than SR 158 to/from Powder Mountain in a manner that is appropriate for non-winter, emergency-use only. Selection of the route, approvals, funding, and improvements of the seasonal emergency route will require collaboration between Powder Mountain, the County, and appropriate stakeholders. 2.4.5 Secondary Access - A secondary year-around access route shall be required for the Project if Powder Mountain requests, and the County agrees, to amend the Agreement to allow for more units than what is allowed by this Agreement. Powder Mountain will support Weber County in pursuing the development of this secondary (ingress/egress) route that provides alternative access other than SR 158 to/from Powder Mountain in a manner that is appropriate for year-round access to the Property. Selection of the route, approvals, funding, and improvements of the secondary year-around access route will require collaboration between Powder Mountain and the County. 2.4.6 Roadway Design Standards – Powder Mountain shall utilize Weber County’s Standard Rural Roadway sections for the Project, except for the specific changes and additions to Powder Mountain roads as described herein. 2.4.6.1 To diminish the amount of impact to the natural environment and reduce unnecessary creation of impervious surface, widths and surface areas for roadways should be minimized as per the following road standards which replace the County road standards for the Project. Minor streets are permitted at Powder Mountain. 2.4.6.2 Standard Urban Roadway Sections shall not be used for the Project. 2.4.6.3 The approximate location and length of the roads in the Concept Development Plan is approved in so far as it is a conceptual design and approximate length. Road design will occur to determine the final buildable location and exact layout. No maximum number of lots or Major Road Standards shall be placed on the Powder Mountain cul-de-sacs shown in the Concept Development Plan. Cul-de sac radii may be reduced if permitted by the County Engineer.

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2.5 Blocks – The Conceptual Development Plan Map provides the locations of planned development within the Project. Weber County block regulations shall not apply to Powder Mountain Resort.

2.6 Lots - The Conceptual Development Plan Map provides the locations of planned development within the Project. Weber County lot regulations shall not apply to Powder Mountain Resort. 2.6.1 Each lot shall abut on a public street, private street, or private access right- of-way dedicated by the subdivision plat or an existing publicly dedicated street. 2.6.2 Corner lots shall have extra width sufficient for maintenance of required building lines on both sides. 2.6.3 All remnants of lots below the minimum size left over after subdividing a larger tract must be added to adjacent lots or parcels rather than allowed to remain as unusable parcels.

2.8 Parking

2.7.1 Minimum Parking Requirements for the Project are established in Table 2.7.1.

Page 26 of 58 Table 2.7.1 - Minimum Parking Requirements D REC Active recreational facilities, such as tennis courts, fitness centers, and 1 parking space per 250 square feet of gross floor area for structures serving members and swimming pools, as principal uses guests. Additional requirements: 2 parking spaces per tennis court, 1 parking space per 100 or as accessory to one or more square feet of swimming pool, hot tub, etc. permitted uses 1 parking space per bedroom and 1 parking space per 2,000 Bed and breakfast inns X square feet of common area/commercial. Churches, temples, synagogues, 1 parking space per 250 square feet of gross floor area. X and places of worship Commercial recreational facility, 1 parking space per 200 square feet of gross floor area for structures serving members and indoor/outdoor guests. Condominium Hotel, time share, 1 parking space per unit and 1 parking space per 2,000 square X club feet of common area/commercial. Conference centers 1 parking space per 250 square feet of gross floor area. X Conservation areas, open space and passive recreational None required. facilities .5 parking space per bedroom and 1 parking space per 2,000 Corporate Retreat, Retreat Centers X square feet of common area/commercial. Country clubs, including golf courses and clubhouses with 1 parking space per 500 square feet of gross floor area. restaurants and golf pro shops as accessory uses Day care centers serving no more 8 parking spaces. X than ten children Day care centers serving eleven or 1 parking space per child. X more children Two parallel garage spaces and two parallel driveway spaces that do not block the garage Dwellings, single-family detached entry. .5 parking space located within a garage, underground or a structure, required per bedroom. Minimum 1 parking space Dwellings, single-family attached per DU. Structures with more than 3 attached dwelling units X (townhouses) shall provide visitor parking at least .25 additional spaces per bedroom. Visitor parking may be located on surface parking pads. . .5 parking space located within a garage, underground or a Dwellings, two-family (duplexes) structure, required per bedroom. Minimum 1 parking space per X DU. .5 parking space located within a garage, underground or a structure, required per bedroom. Minimum 1 parking space Dwellings, multifamily per DU. Structures with more than 4 attached dwelling units X (condominiums) shall provide visitor parking at least .25 additional spaces per bedroom. Employee Housing (employee .5 parking space located within a garage, underground, or a X housing) structure, required per bed. Golf Course with typical associated facilities and 1 parking space per 250 square feet of gross floor area for structures serving members and activities (including, but not guests. Additional requirements: 2 parking spaces per tennis court, 1 parking space per 1,000 limited to: driving range, cart square feet of maintenance facility, 2 parking spaces per golf hole, .5 parking space per driving paths, bathrooms, maintenance range tee. shop, golf clubhouse, tennis courts, spa, fitness center) Health services, clinics, medical 1 parking space per bed, plus ambulance access. X care, urgent care 1 parking space per 250 square feet of gross floor area for Health Spas and/or Fitness Club X structures serving members and guests.

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.5 parking space per unit and 1 parking space per 2,000 square Hotel X feet of common area/commercial. Lockout Units .5 parking space per unit required per bedroom. X Lodging services 1 parking space per 200 square feet of gross floor area. X Parking requirements will be combined so that primarily day- time uses and nighttime uses can utilize the same parking Mixed-use structures spaces rather than provide excessive parking areas. See individual uses for base parking standards to be reduced or increased based on types of uses. Municipal Offices, City Hall, 1 parking space per full time employee. X Public Services (Fire and Sheriff) Offices 1 parking space per 200 square feet of gross floor area. X Restaurants, Night Clubs and Bars, including outside seating areas but 1 parking space per 200 square feet of gross floor area. X not including drive-ins or drive- through facilities Retail trade establishments, enclosed, not exceeding 2,500 1 parking space per 250 square feet of gross floor area. X square feet of gross floor area Retail trade establishments, enclosed, exceeding 2,500 square 1 parking space per 200 square feet of gross floor area. X feet of gross floor area Ski Area See Lifts Section 3 Ski facilities, lodges, maintenance shop and area, rental shops, retail areas, food vending/restaurants/bars, lifts, runs, See Lifts Section 3 parking) all typical ski area uses (no residential uses or dwelling units).

2.7.2 Minimum Parking Standards are established in Table 2.7.2.

Table 2.7.2 - Minimum Parking Standards 90 degree parking Stall width – nine (9) feet Stall length – 18 feet Aisle width – 24 feet 60 degree parking Stall width – nine (9) feet Stall length – 22 feet measured perpendicular Aisle width – 18 feet one way 45 degree parking Stall width – nine (9) feet Stall length – 21 feet measured perpendicular Aisle width – 13 feet one way Parallel parking Stall width – nine (9) feet Stall length – 22 feet Aisle width – 12 feet one way Surface Parking Landscaping Landscape areas for surface parking areas shall also serve as snow storage locations to the extent possible. The total required perimeter landscape for

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surface parking lots shall be equal to 15% of the area used for parking. The perimeter landscape area may include stands of existing vegetation that have been retained for the purpose of screening the parking lot.

Section 3 Lifts – To create a world-class ski experience at Powder Mountain, the Resort must undergo major changes in its operation plan and the Resort infrastructure it utilizes to provide ski services. 18 lifts on 5,500 acres are represented in the CDP. 6 lifts are shown within Weber County on the CDP Map. These lifts are intended to provide access to the entire site for skiing use – however their exact location shall be determined by site-specific design. The exact number and phasing of ski lifts is tied to future development.

Section 4 Phasing

4.1 Overview

The phasing sequence is intended as a guide as to how phasing of the project may occur. The phasing plan has been developed based on consideration of physical, economic and market factors. Since these factors may change over time, there may be changes to the phasing plans over time. Each phase of the Project will be self-sufficient should the proposed phases either not occur, take longer to occur, or be modified.

4.1.1 Phasing Plan Factors: The Phasing Plan considers the following factors: • Accommodation units are needed early in the project to provide a place on mountain for guests to stay and to offer higher-quality lodging to meet the needs of the destination visitor. • There should always be enough parking both to accommodate the additional overnight guests and to meet the needs of the day skiers. Day skier parking lots are retained and/or reconfigured to provide adequate day skier parking throughout Project construction. • The phasing plan should continue to increase recreation opportunities at the Resort to enhance its attraction as a destination in both winter and summer. Summer recreation elements are introduced early to support the emphasis on being a year-round Resort. • The resort village area should begin construction as part of Phase 1 so that the immediate commercial and retail needs of residents and guests on the mountain can be sustained on the mountain. • Phases are coordinated with the logical extension of roads, utilities and other infrastructure services and amenities.

4.2. Phasing Schedule - It is anticipated that construction of the four phases of the project will occur over a twelve to thirty year period. The start date for construction will occur within approximately one year from the approval of the

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first building permit, and is estimated to begin within two years of this Agreement.

4.3 Description of Development Phases

The following are short written descriptions of the development proposed for each of the Phases (1-4) that are contemplated for the Project.

Phase One

• Construction of a new lodge/skier service building in the new resort village center location. • Temporary parking near the new lodge will be provided. • The road and associated utilities to access the resort village will be improved to reach the parking and new lodge. • Accommodations in the form of hotel, timeshare/club, condo-hotel, condominium and/or townhome will be constructed in the vicinity of the new resort village. • Commercial space will be constructed within the resort village to support the new accommodations and residential uses. • Single-family uses are planned to occur in residential areas near the resort village. • An 18-golf course and driving range will begin construction. • Demolition and removal of previous ski area facilities shall occur as needed. • Ski and trail easements will be provided to connect the new residential and accommodation developments to the mountain. • New wastewater treatment plant and system shall be implemented. • Roads and utilities required to service the proposed phase one development will be constructed.

Phase Two

• Additional accommodations in the form of hotel, timeshare/club, condo- hotel, condominium and townhome will be constructed in the vicinity of the new resort village. • Commercial space will be constructed within the resort village to support the new accommodations and residential uses. Underground parking in a structured garage beneath the new buildings as required for the proposed uses will be developed. • Single-family uses are planned to occur in residential districts will begin to spread out from the resort village. • Ski Lifts to provide new lift-accessed terrain shall be constructed. Any residential development areas that are shown with a ski access on the Concept Development Map shall have the lifts required to be installed and operational as part of final approvals.

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• The resort village will have development of units and commercial to a level that the area feels active year-round. • Where appropriate, employee units will be constructed. • The golf course clubhouse shall be completed. • Demolition and removal of previous ski area facilities shall be completed. • Ski and trail easements will be provided to connect the new residential and accommodation developments to the mountain. Trails dedicated in Phase One shall be completed. • Roads and utilities required to service the proposed development will be constructed.

Phase Three

• Accommodations in the form of hotel, timeshare/club, condo-hotel, condominium and townhome will be constructed in the village areas. • Commercial space will be constructed within the resort village and other areas to support the new accommodations and residential uses. Underground parking in a structured garage beneath the new buildings as required for the proposed uses will be developed. • Single-family uses are planned to occur in residential areas. • Ski Lifts to provide new lift accessed terrain shall be constructed. Any residential development areas that are shown with a ski access on the Concept Development Map shall have the lifts required to be installed and operational as part of final approvals. Most of the proposed lifts shall be installed at this time. • The resort village will be mostly complete. • Where appropriate, Employee Units will be constructed. • The second 18-hole golf course is anticipated to begin construction. • Ski and trail easements will be provided to connect the new residential and accommodation developments to the mountain. Trails dedicated in Phase Two shall be completed. • Roads and utilities required to service the proposed development will be constructed.

Phase Four

• Completion of Phase Four will be the completion of the Powder Mountain Resort as proposed in this CDP.

4.5 Flexibility Powder Mountain shall work in good faith to follow the phasing plan and development goals set forth in the CDP, but retains the right to change the plan, order, timing, and types of uses developed so long as the mandatory requirements in the CDP are followed.

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Section 6 Development Process

6.1 Purpose The general purpose and intent of Section 8 - Development Process is to clearly identify how applications for all development or redevelopment at Powder Mountain will fulfill the intent of this CDP and insure that the general design, layout and appearance of the development of the property are in concert with the plans detailed herein.

Development within Powder Mountain Resort will follow the processes described herein and will not be required to complete Site Plan Design/Design Review Approval (Chapter 36 – Weber County Zoning Ordinance), Conditional Use Approval, or PUD Approval.

6.2 Weber County Review Applications for the following: Subdivisions; Condominium Platting; Building Permits; Occupancy Permits; and Excavation, Roadways and Utilities; shall go through the applicable existing Weber County process. Where there is a difference between the County standards and those found in the Agreement and its Exhibits, the Agreement and Exhibits shall prevail. Any decisions made by the Planning Commission or County staff shall be appealable to the County Commission whose decision will be the final decision for the County.

6.3 Other Regulations The Project has developed site-specific plans and regulations to promote good design, a sustainable project, and cohesive development concepts. Powder Mountain Resort shall follow the guidelines and regulations as set forth in the: Employee Housing Plan (Exhibit F); the Traffic Mitigation Transit Plan and the Travel Demand Management Plan (Exhibit G and G1); the Construction Mitigation Plan (Exhibit H); the Wildfire Prevention and Response Plan (Exhibit I); and the Landscaping, Lighting and Signage plan (Exhibit J), One Percent Transfer Fee (Exhibit K) which have all been approved as written pursuant to this Agreement by the County.

6.4 Non-applicable Regulations Due to the site-specific plans and regulations for the Project that cover more information than is provided in the Weber County Land Use Ordinance (WCLUO), the following WCLUO requirements do not apply to the Project: Cluster Subdivisions, Conditional Uses, Parking and Loading Space, Signs, Ogden Valley Signs, Design Review, Hillside Development Review Procedures and Standards, and Ogden Valley Lighting.

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Attachment 1 – Concept Development Map

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Attachment 2 – Conceptual Village Areas

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EXHIBIT “E” REZONE MAP

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EXHIBIT “F” Employee Housing Plan

Housing - General Information and Program

Section 1 Overview The preliminary job estimations for the operation of Powder Mountain includes upwards of 3,000 positions on the payroll at buildout. It is important to provide safe, comfortable, and affordable housing for the employees in need of living areas. The following program has been designed to address employee housing at the onset of the project, and set target goals for the progression and eventual buildout of the Resort. In addition, Powder Mountain has developed an employee housing plan to mitigate the traffic impact of trips to and from the Resort by employees. Because the goal is to reduce trips, the employee housing at the Resort shall not be counted towards the number of residential units described in this Agreement. Powder Mountain will use its best efforts and judgment to implement this plan. However, the requirements of this plan shall be flexible based upon employee status, buildout and other factors as Powder Mountain deems necessary.

Section 2 Job Assumptions and Employee Data Jobs at Powder Mountain generally fall into three categories, each having three subcategories. An individual applying to work at Powder Mountain can choose from available positions that are offered full-time, part-time, or on-call; and year-round, summer season, or winter season.

Powder Mountain anticipates that approximately 40% of the workforce will be full-time and 60% part-time or on-call. The breakdown of the estimated total number of on-site positions is found in the following table. This number is an estimate and is meant to be flexible as the needs of the Project change.

TABLE 2.1 – Categories of Powder Mountain Employment

Year-Round1 Summer Season Winter (Ski) Total Resort Season Job Positions Full-Time 400 300 500 1,200 Part-Time 200 500 1,100 1,800 TOTAL 600 800 1,600 3,000

Full Time Equivalents (FTE) are positions that offer 30 or more hours a week, and can be year- round or seasonal. Persons employed in FTE positions are the most likely to need or desire to live in the Powder Mountain employee housing. According to Table 2.1, Powder Mountain will have approximately 1,200 FTE’s. The row labeled “Full-Time” represents all categories of FTE’s that are estimated to work for Powder Mountain at full build out.

Part-timers (including On-call) represent a larger group of Powder Mountain job positions, and are shown in Table 2.1 to number around 1,800. Part-time jobs are those that require 29 hours or

1 Only seasonal employees NOT working year-round should be listed in the seasonal columns.

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less a week. Individuals already living in Weber County will likely fill some of these jobs. Also new and/or established residents who have other part-time employment in the area may fill these jobs.

Section 3 Housing Assumptions Powder Mountain has suggested a housing plan to provide accommodation for 150 employees.

3.1 On-Site Employee Housing On-site housing is intended to take care of those most in need of employee housing, Powder Mountain seasonal FTE’s (see Graph 3). These units will range from dorm-style and studio apartments, to condos and other similar family-style units. Located on the main Resort site, these units will appeal to employees looking for seasonal housing, affordable housing, and/or a temporary living arrangement.

By buildout, this program will house a minimum of 30 employees on-site in employee units. Powder Mountain’s employee housing production schedule promotes the completion of 30 on-site employee units before buildout, and gives the ability to the developer for planning and provision of additional employee housing on-site if needed. Units on-site can provide individual lodging (1 unit per 1 employee) or group lodging (1 unit per 4 employees). A minimum of 30 employees shall be housed on-site regardless of the number of units utilized to house them.

3.2 Off-Site Employee Housing Off-site housing is intended to provide living accommodations to long-term and year-round FTE’s, such as families who work full-time at the Resort and have children in the local school system.

Units off-site can provide individual lodging (1 unit per 1 employee) or group lodging (1 unit per 4 employees). An off-site unit housing one employee and their family counts as 2.5 employees per the housing requirement. For example, if an off-site employee townhome is rented by an employee and her family, that unit counts as providing housing for 2.5 employees of the 120 requirement. In this way family housing is promoted and not simply dormitory or group housing. By buildout, the minimum number of off-site units completed shall be 48 employee units. A minimum of 120 employees shall be housed off-site regardless of the number of units utilized to house them.

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GRAPH 3 - FTE JOBS AT POWDER MOUNTAIN

Graph 3, Full Time Equivalent Jobs at Powder Mountain at buildout, shows the number of positions at Powder Mountain throughout the year. The white bars extending from year-round FTE line (dark blue), up to seasonal fluctuations

represented by the maximum FTE at one time line (light blue) show the maximum and minimum periods of FTE’s. From this graph, the difference between employment and housing needs is noticeable from the sizable gap between the winter and summer seasons. The maximum number of FTE’s that might need a housing unit is only 700, which is less than the total number (900) of FTE’s that may work for Powder Mountain over a one year period. This is because these positions are seasonal, the job ends and the individual will leave when the season is over. Those individuals filling one job in the summer and another in the winter are considered year-round.

3.3 Employee Unit Size Standards To ensure the County and Powder Mountain employees that the units developed at the Resort are a desirable product, the following table contains the minimum unit size standards for on-site housing. The minimum square feet per employee is 200.

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TABLE 3.3 – Powder Mountain Minimum Unit Size Standards

Unit Size Maximum Persons Per Unit 200 s.f. One 400 s.f. Two 600 s.f. Three 800 s.f. Four

The unit size standards listed in Table 3.3 are minimums. Powder Mountain retains the ability to build larger units.

3.4 Rent Guidelines Employee units at Powder Mountain will be controlled by the Resort’s housing department. Initial rents will be set at a price per person basis, developed from a cost-plus formula. Each employee will be charged a rent that takes into account three factors: 1) the cost of the mortgage, 2) the operating/maintenance costs of the unit, and 3) the rate of return from equity involved in the construction of the unit.

3.5 Management and Use of Employee Units Powder Mountain will develop, maintain, and rent the employee units through the Resort housing department. Employee Housing units may be utilized for artists in residence, visiting performers, or other temporary lodging uses where no rent is paid if there are no employees utilizing the units. Employee units shall not be sold and shall perpetually remain as leased Employee Units.

Section 4 Summary The employee unit targets contained in table 4.1 give parameters for how many employee units are estimated to be built, where, and when. This table is an estimate; due to market forces, building operations and other factors, Powder Mountain may determine that all employee housing shall be built on-site rather than off-site but in no case will the total number of employee housing units required exceed housing for 150

TABLE 4.1 – Powder Mountain Employee Housing Program – EXAMPLE

Number of Employee Minimum Location Date of Completion Units Number of FTE’s2 Housed 10 10 On-Site End of Year3 4

2 FTE is a full-time equivalent position that offers 30 or more hours a week, and can be year-round or seasonal. 3 End of Year is December 31st of the calendar year.

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20 30 On-Site or Off-Site Phase 2 (By end of year 6) 20 35 On-Site or Off-Site Phase 3 (By end of year 9) Rows 1-3 Minimum 75 On-Site and Off- By end of year 9 Total (min) 50units Site 30 units 1 per unit On-Site 5% of the number of 48 units 2.5 per unit Off-Site EU units Built, and 1 Employee Unit for every 20,000 s.f. of commercial space. Construction on employee units initiated during the same construction year as the corresponding approved Resort Units TOTAL = 30(+) 150 employees On-Site By Buildout 48 (+) Off-Site

One of the prime concerns is the employee housing need at the beginning of project operations. It is assumed that just a small percent of Powder Mountain’s FTE workforce will be employed soon after the Resort opens. The calculations for an estimated maximum of (winter season/year-round) equates to 100 FTE’s working for Powder Mountain by year 3.

As this program illustrates, Powder Mountain’s housing target is met over the life of the Resort because development of employee units are planned to correspond to when Resort development occurs.

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EXHIBIT “G” TRAVEL DEMAND MANAGEMENT PLAN

Section 1 Overview

The County and Powder Mountain realize that even without the development of the Project, traffic on State Route 158 (Powder Mountain Road) will continue to increase as will traffic throughout the unincorporated County in Ogden Valley. Considering that, Powder Mountain and the County (with input from the Utah Department of Transportation) have worked together to develop monitoring and mitigation plans that address both the current traffic increase and the expected increase due to development of the Project on the Property.

This Travel Demand Management Plan has evolved over years of public hearings. It outlines various travel demand management techniques related to three primary travel demand elements of the Resort: 1) Construction travel needs 2) Owner/Visitor travel needs 3) Employee travel needs

This Plan identifies tried and true travel demand management techniques and technologies. Implementation of these techniques, along with Project oversight, will ensure that the management of traffic will continue to be the highest priority for the County and Powder Mountain.

Section 2 Background

Existing traffic along Powder Mountain Road has distinctly different characteristics based on the time of day at which it is observed. During the peak travel periods, which occur between the hours of 8:30 am and 10:30 am, and again from 3:30 pm to 5:30 pm in the winter, Powder Mountain Road often experiences cycles of congestion. During these cycles, people trying to enter the highway from side streets and driveways can experience delays. Residents of the area view current traffic and highway operations during these peak periods as unacceptable. However, traffic during the off-peak period is generally perceived by residents as being acceptable. During the off-peak period traffic volumes are very low, there is little to no congestion, and delays are minor or non-existent under most circumstances.

As the Project and area continue to grow, so will traffic volumes, with or without the Project. Regardless of the growth, the overall performance of Powder Mountain Road can be improved today and in the future by implementing the techniques identified in this plan

This Travel Demand Management Plan has been developed at the request of the County Commission in partnership with Powder Mountain to provide a clear schedule and process for implementing the Project’s commitments concerning travel demand management strategies to mitigate the impacts of construction and Project traffic. The list of strategies has been assembled

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from requests and recommendations received from Planning Commission, County Commission and citizens.

Section 3 Purpose and Objectives

The purpose of this plan is to:

. Establish objectives for making near term improvements to existing Powder Mountain Road that will assist in improving current corridor operations and mitigate future impacts of the Project;

. Identify the list of traffic improvements Powder Mountain is committed to fund, subject to UDOT approval, as part of mitigating Project traffic (See Exhibit G1); and

. Provide the County with a means of enforcing Powder Mountain’s commitments.

Primary Objectives of the plan include:

. Reduce travel demand during the peak travel periods of the day. . Increase usability and safety of the various transportation options in the area.

Section 4 Construction Traffic Mitigation The County’s primary concern involves the performance of Powder Mountain Road particularly as it affects access to adjacent property driveways and intersecting streets, and the safety of motorists and pedestrians utilizing the corridor to traverse the area. Other concerns include traffic noise, speeding through the area, aesthetics, and impacts to businesses.

A specific transportation and parking plan for new development within the Project is required to be submitted per the Construction Mitigation and Management Plan (See Exhibit H). In addition, this section identifies the major strategies and methods that will be used to manage construction traffic. The strategies and methods are organized into two main categories: . Worker Management . Delivery Management

4.1 Worker Management Workers are defined as those people contracted, subcontracted, or employed by Powder Mountain or by other property owners within the Project to perform or manage any portion of overall Project construction. The following are the Worker Management requirements:

4.1.1 Transit. Contractors will provide transit for workers. Workers performing work on the site will be mandated to use shuttles from remote parking area.

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4.2 Worker Management Strategies

4.2.1 Incentives: Contractors will be encouraged to provide incentives to encourage correct behaviors and performance. This may include cash bonuses to workers and contractors for meeting all operational and performance objectives.

4.2.2 Disincentives: Contractors will be encouraged to provide disincentives to discourage wrong actions and encourage right behaviors and performance. This may include penalizing workers financially for not utilizing transit; charging excessive parking fees for workers that drive and who are not authorized, and employment disciplinary action.

4.2.3 Contractual obligations: Powder Mountain will institute contractor and supplier obligations via all contracts that will provide incentives and disincentives for performance and require contractors to meet certain operational and performance objectives.

4.2.4 Training: All workers and contractors will be required by Powder Mountain to attend training concerning operational and performance objectives.

4.3 Construction Material Delivery Management

4.3.1 Balancing materials. While there are specific site design goals, Powder Mountain will make every effort to make use of on-site materials as efficiently as possible to reduce the quantity of imported bulk materials. Examples of this could be using remediation-generated materials for below grade fill, temporarily constructing an onsite batch plant, constructing an on-site compost system to produce top soil or preparing (crushing) site generated materials for use in development-related activities. On-site batch plants will be used to minimize the number of hauls required to obtain concrete and asphalt.

4.3.2 Alternative delivery systems. Use of alternative delivery systems for construction materials and products shall be considered by Powder Mountain and, where economically and technically feasible and consistent with Project goals; may be utilized.

Section 5 Owner, Guest and Employee Traffic Mitigation

This Plan includes a full range of options available with identified trip-reduction strategies falling into two main management-related categories: . Owner/Guest Trips . Employee Trips

Possible options for managing traffic for both categories listed above, were included in the Traffic Impact Study (TIS) and discussed during the Ogden Valley Planning Commission review and the County Commission review.

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These options represent a starting point that will be used by Powder Mountain upon initial occupancy of the Project. New options may present themselves as the project develops over the next 20 or so years, and may also be employed by Powder Mountain, at its discretion, to ensure the traffic mitigation plan objectives forth above are met.

While Project travel through the Ogden Valley has the potential to provide substantial economic return to the County and its businesses, Resort traffic must be managed to assure that congestion and delay, which could adversely impact both Ogden Valley and the Resort are minimized. Recognizing the limited existing capacity of Powder Mountain Road and the physical constraints that weigh against increasing highway capacity, Powder Mountain has committed through this plan to implement a comprehensive travel demand management program to minimize owner/guest and employee traffic on Powder Mountain Road using a combination of onsite amenities, an internal Resort transit system, onsite employee housing, Resort employee shuttles and owner/guest/employee demand responsive transit services to minimize the number of owner/guest and employee vehicle trips on Powder Mountain Road. Powder Mountain will mandate trip reduction producing strategies when possible, and will foster a “trip reduction- based” attitude for discretionary trip choices.

5.1 Owner/Guest Management The following owner/guest strategies and methods will be utilized to minimize owner/guest traffic on Powder Mountain Road. Each method will be implemented only when warranted by the TIS.

 Foster “trip reduction-based” behaviors by providing Powder Mountain-operated transportation  Onsite lift connector system  Airport shuttles  Small group limousine service  “Carshare” program.(e.g. Powder Mountain-owned vehicles that are made available for owner/guest use)  Provide Resort amenities that meet owner/guest day-to-day needs, thus limiting demand for offsite travel.  Helicopter service from area airports as an alternative to road trips.  Park and Ride lots with Powder Mountain provided transportation.  Limited Resort Parking

5.2 Employee/Vendor Management The following employee and vendor strategies and methods will be utilized to minimize employee and vendor traffic on Powder Mountain Road. Each method will be implemented only when warranted by the TIS.

 On Project employee housing provided by Powder Mountain.  Off-peak shift changes.  Establish Resort and employee village amenities to meet employee day-to-day needs, thus limiting demand for offsite travel.

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 Provide incentives for employees to perform in accordance with objectives (bonus for riding transit every day, car pooling, etc.).  Establish disincentives to promote use of transit and driver performance (i.e. speed monitoring systems and performance measures attached to driving performance).  Establish programs for managing needed Resort vehicle trips through town to combine trips whenever possible.  Provide demand-based transit for employees to use in emergencies.  Limit the available onsite employee parking to specific personnel and establishing a substantial per day parking fee for those who violate commuter policy.  Establish as part of employee training programs a complete understanding of expectations for performance.  Establish contractual obligations by venders concerning deliveries that may include incentives and disincentives.

5.3 General TDM Strategies The following general strategies and methods will be utilized to all types of traffic on Powder Mountain Road. Each method will be implemented only when warranted by the TIS. Several of these methods are also listed as bullets above and are expanded in this section with additional information.  Demand Response Service to Ogden Valley – This service could operate between 8:00 a.m. and midnight during the ski season. The service could operate on a curb-to-curb basis. Average vehicle occupancy of 7 persons per service hour could be assumed.  Airport Demand Response Service – This service would operate as a van demand response shuttle service between the airport and Powder Mountain. The service could operate between 8:00 a.m. and midnight and could allow exceptions for early flight times. Average vehicle occupancy of 2.7 passengers per service hour could be assumed.  Internal Resort Demand Response Service – A significant number of trips generated by the Powder Mountain Development will be internal to the Resort. Some limited shuttling could be done via demand response transit vehicles that will operate between 7:00 a.m. and midnight. To enhance the internalization of the Resort, site maps, including a full map of circulation paths through the development, could be supplied to residents, visitors, and guests.  Demand Response Service to Outlying Areas – The service could operate as a van demand response shuttle service between Ogden, Park City and Powder Mountain. However, this service would likely have low expected levels of ridership. As such, the service should be tailored to accommodate guests on a case-by-case basis with promotion of local limousine and shuttle services that are available in the event that they arrive at the Resort without a car. This can be achieved through advanced marketing of available options.  Employee Shuttle Service – Initially the employee shuttle service would run a fixed route as subscription service for employees. The route would be revised to accommodate subscription service employees as needed.

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EXHIBIT “G1” TRAFFIC MITIGATION PLAN Section 1 Overview

In 2006 traffic engineers Fehr and Peers prepared a Traffic Impact Study (TIS) for the Project. The study was updated in 2007 to provide information and analysis for the entire area and density proposed in the Rezone application. The purpose of the TIS study was to address the potential traffic impacts of the proposed Powder Mountain Resort development located in Cache and Weber Counties, Utah.

The study analyzed the traffic impacts of the project for all phases of development proposed for completion over a twelve year period. The anticipated buildout of the Project is estimated to take more than twenty years, however the TIS was prepared assuming a “worst-case” scenario for traffic. To ensure that traffic generation and mitigation needs are matched up correctly – we have created a traffic mitigation plan that implements measures as the need is identified. The Fehr and Peers studies recognized when the densities proposed would generate certain amounts of traffic and we have used those recommendations as the basis for the improvement schedule.

Section 2 Traffic Mitigation Capital Improvements Required

Table 2.1 below contains the estimated point in the development where the traffic generates a need (left column), the capital improvements that are required (middle column), and the estimated cost (right column). As shown in the table, UDOT will require some additional study(s) to verify and allow the improvements proposed. If UDOT does not approve or verify that the improvement(s) proposed at that time they are requested by Powder Mountain, then the improvements shall take place at a future date/phase when UDOT approves the proposed improvement. The Powder Mountain development program will not be dictated by UDOT’s schedule or timeframes.

TABLE 2.1 - Traffic Mitigation Capital Improvements When - Project Conditions Capital Improvement Estimated Cost (2008 $’s) Required 2008-2009 - Install signage for curves. $30,000 - Develop Avalanche Operations Plan. Up to 1,750 Day Skiers and - Install SR-158/SR-162 $250,0004 (Potential 750 Destination Skiers intersection traffic signal. 2 roundabout similar cost.) Up to 100 SDU’s (single- (Roundabout or other measure family) possible instead of signal) Up to 122 MDU’s (townhome/condos) Up to 144 Hotel Rooms TOTAL 366 all units1 (Phase 1b in TIS) Up to 1,750 Day Skiers and - Install SR-158/SR-39 $200,0004

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750 Destination Skiers intersection traffic signal. 2 Up to 160 SDU’s (single- family) Up to 152 MDU’s (townhome/condos) Up to 144 Hotel Rooms TOTAL 456 all units1 (Phase 1c in TIS) Up to 2,280 Day Skiers and - Install SR-39/Trappers Loop $250,0004 $600,000 for both 1,520 Destination Skiers Road traffic signal and The shoulder turnouts. Up to 355 SDU’s (single- Old Highway Road / Trappers family) Loop Road intersection traffic Up to 312 MDU’s signal. 2 (townhome/condos) - Construct a downhill Up to 144 Hotel Rooms shoulder turnout for slow- TOTAL 811 all units1 moving vehicles near milepost (Phase 2 in TIS) 8.8 and an uphill shoulder turnout for slow-moving vehicles near milepost 10.2 on SR 158. Up to 2,250 Day Skiers and - Install SR-39/100 South $250,0004 $350,000 for all 2,250 Destination Skiers intersection traffic signal. 2 turn pockets. $30,000 for Up to 605 SDU’s (single- - Install SR-158 / SR-162 ATMS. family) intersection turn pockets.3 Up to 512 MDU’s  Southbound right turn pocket, 800 (townhome/condos) feet in length  Eastbound left turn pocket, 250 Up to 321 Hotel Rooms feet in length 1 TOTAL 1,438 all units  Westbound left turn pocket, 300 (Phase 3 in TIS) feet in length - Provide a public awareness campaign and Automated Traffic Management System (ATMS) way-finding signs to direct traffic to alternate routes during times when the intersection is over capacity for the SR-158 / SR-39 intersection. Up to 1,800 Day Skiers and - Install SR-158/SR-162 $250,0004 2,700 Destination Skiers intersection traffic signal. 2 Up to 805 SDU’s (single- family) Up to 770 MDU’s (townhome/condos) Up to 321 Hotel Rooms TOTAL 1,896 all units1 (Phase 4 in TIS)

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1 2 Densities shown are cumulative. The UDOT requires a demonstration that Total $2.21 M estimated costs. 4 unit count is based on the original the proposed signal location has traffic The cost estimate does not include phasing plan. Different types of units volumes that meet traffic signal warrants ROW. Powder Mountain is not may be built during phase one in prior to installation of a traffic signal. responsible for paying for or acquiring differing amounts than is represented All proposed traffic signals shall require ROW. herein. A traffic generation chart (see a warrant analysis prior to installation Table 2.X will be updated regularly to of a traffic signal. Provided at least one determine if the threshold established volume-based signal warrant is met, the herein is eclipsed. Day and destination traffic signal described in the capital skier mix shall also be taken into improvement chart shall be installed. account to reach capital improvement 3 point. Turn pocket lengths should be confirmed by a design study using recent traffic volumes prior to installation.

Section 3 Estimated Costs and Responsibility

The estimated costs provided in Table 2.1 are for informational purposes only. Powder Mountain agrees to be responsible for 100% of the costs of the capital improvements listed in this table. Powder Mountain is not responsible for any other costs or improvements; however the Project may agree to take on other capital improvements to public roads as they see appropriate.

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EXHIBIT “H” CONSTRUCTION MITIGATION PLAN

The purpose of the Construction Mitigation Plan is to minimize construction traffic driving violations, debris on the roads, excessive noise, and the reduction of construction truck traffic during hours when children are walking to or from school.

Section 1 Construction Management Plan Required 1.1 All construction projects requiring a building permit at Powder Mountain will be required to submit a completed Construction Management Plan and receive approval by Powder Mountain and Weber County Engineering and/or Building prior to pulling a Building Permit.

1.2 The general contractor shall provide a copy of the approved Construction Management Plan to the legal owner of the property on which construction is taking place.

1.3 The Construction Management Plan shall specify the names, addresses, telephone numbers and business license numbers of all contractors, subcontractors, the developer and the architect; and list a designated on-site construction manager, with 24-hour contact information to be used only in case of emergency.

1.4 At a minimum, all Construction Management Plans shall include and abide by the requirements as set forth herein. (See Sections 2-5 for minimum information in Construction Management Plan).

1.5 Weber County shall accept Construction Management Plans approved by Powder Mountain as complete and satisfactory and shall manage and monitor construction at Powder Mountain per this Exhibit and as they see fit. Violations and penalties of a Construction Management Plan per Section 6 shall be at the discretion of Weber County.

Section 2 Construction Hours and Noise 2.1 Hours of Operation are permitted between the hours of seven (7) am and seven (7) pm Monday through Saturday, and nine (9) am to five (5) pm on Sunday, excluding the holidays listed below. Truck traffic will be minimized during morning and afternoon hours when children are walking to and from school.

2.2 No construction activity may take place on Monday through Saturday before seven (7) in the morning or after seven (7) in the evening, on Sunday before nine (9) in the morning or after five (5) in the evening, or the following holidays: New year's Day, Memorial Day, The Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day, except in case of urgent necessity or an unique situation as determined by the Building Official or his/her designee.

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2.3 A Construction Exception Permit may extend hours of operation depending on nature or public safety concerns requiring continuous operation.

2.4 All proposed blasting shall be pre-approved. If blasting is required, the Owner/Owner’s Agent is required to take all necessary precautions and notify adjacent property Owners, Weber Fire District, local traffic, pedestrians, etc. prior to blasting.

2.5 Any noise above 65 decibels violates the noise policy for the Resort, as well as any excessive or unusually loud noise that is plainly audible beyond the property line or outside the hours of operation.

Section 3 Temporary Structures for Construction Sites A small job office or trailer may be located on the Site during construction. The location of any job Office or trailer will be determined on the Construction Management Plan. The job office shall be removed from the Site prior to receiving a CO.

Section 4 Construction Site

All construction sites at Powder Mountain shall be maintained in a good, clean and safe condition, including, but not limited to, the following minimum requirements:

4.1 Fencing – The Construction Management Plan shall describe fencing, if any, that is proposed to be used at the site.

4.2 Staging - Construction materials shall be stored, maintained and secured so as to prevent safety risk or danger. Accumulated construction debris shall be hauled away and disposed of in accordance with all applicable laws, on a regular basis when full. Dumpsters shall be emptied or removed when full and may be used only for construction debris and must be covered at the end of each construction day. Except as approved as part of a Construction Management Plan, construction materials shall not be stored in the public right-of-way.

4.3 Refuse, Garbage, and Debris - Trash and construction debris shall be kept in containers of a type that has been approved by the Building Official. Containers shall be emptied on a regular basis to ensure sufficient room to store trash at the end of each working day. Food related garbage shall not be disposed in dumpsters.

Construction sites shall have a person designated to be regularly present at the subject property as having responsibility to assure that no litter or debris leaves the subject property and that all litter and debris is picked up before the end of

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every construction day. Any excess trash and construction debris outside of an approved container is not permitted under any circumstances.

4.4 Recycling Waste – Recycling of construction waste is mandatory at Powder Mountain. The Construction Management Plan shall detail: a) what materials will be recycled, b) who will be accepting the materials and how/when/where, c) how the selected recycled materials will be separated, d) what containers will be necessary for material separation.

4.5 Toilet – The location of any portable toilet facilities will be determined on the Construction Management Plan. The toilet facility may be screened from any public right-of-way or neighbor if determined appropriate. The portable toilet shall be removed from the Site within 10 working days of receiving a CO.

4.6 R-O-W Obstruction - To the extent any sidewalk, street or other public right-of- way shall be blocked, closed or otherwise rendered impassable, approval of the County must be obtained and appropriate signage, cones and/or construction horses must be used to ensure public safety.

4.7 Control of Dust and Mud - A Best Management Practices program for the control dust or other airborne debris is required.

4.8 Illegal Disposal - It shall be unlawful to intentionally place, deposit, or otherwise dispose of construction debris in any public sewer. Intentionally placing, depositing, or otherwise disposing of construction debris in any public sewer will result in the action contained in Section 6 being taken.

4.9 Damage to Public Property - Every construction site shall be maintained in a manner so as to avoid damage to the public right-of-way, infrastructure or other public property, including but not limited to curbs, alleys, streets, crosswalks, sidewalks, signs, street lights, sprinkler systems, sewers or other public utilities. Any and all damage to the public right-of-way, infrastructure or other public property caused during the construction activities by the property owner, its contractors or agents shall be repaired, replaced or otherwise remedied by, and at the sole expense of, the contractor.

4.10 Construction Sign - A sign shall be posted in a location where the sign is readable from the street or driveway. The sign shall not exceed 12 square feet in size and 6 feet in height. The lettering shall not exceed 4 inches in height. Information on the sign shall include: Name, address and phone number of the contractor; Name, address and phone number of the person responsible for the project; Name and phone number of the party to call in case of an emergency. Such sign shall be posted not less than 7 days in advance of such commencement, and shall be maintained on the subject property until all work on the subject property has been

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completed and approved, or until removal of the sign is approved by the Building Official.

4.11 Temporary Lighting – A temporary lighting plan shall be included in the Construction Management Plan if any exterior, temporary lighting is necessary for construction.

4.12 Non-Construction Noise - No person shall operate or cause to be operated any radio, CD player, telecommunications device or other such object at such a volume or in any other manner that would cause a nuisance or disturbance to any person outside of the construction site. Every contractor and permittee shall be responsible for all actions of their employees, agents and subcontractors under this subsection, and shall be responsible for all violations of the provisions of this subsection committed by such employees, agents or subcontractors.

4.14 Utilities - Utility locates must be requested and marked for any work involving earth disturbing activity regardless of depth. Failure to have utilities properly located or any action that disturbs existing utilities, if the utilities were properly located, will result in the action contained in Section 6 being taken.

Section 5 Construction Traffic, Parking, and Vehicles Transportation Plan and Parking – Transportation and parking plan is required. All non-essential vehicles are prohibited from utilizing Powder Mountain Road and the Resort property. Transportation of employees shall be described in the Construction Management Plan. Of those essential vehicles allowed on the construction site, the parking of vehicles shall not occur in any manner so as to block access to or through any public sidewalk, or street. Construction vehicles shall not use private driveways to turnaround.

The parking of construction personnel vehicles on public streets shall be prohibited except as approved as part of a Construction Management Plan. Because of the truck hauling involved in grading and excavation, restrictions on trucking routes as well as the hours of operation may be necessary to mitigate the adverse impacts from such operations.

Section 6 Penalties

The penalty for violations shall be increasing fines for each new violation imposed on the company that employees the violator. The County may enforce these violations.

6.1 First Construction Management Plan requirement violation – Documented warning. 6.2 Second Construction Management Plan requirement violation – A $500 fine. 6.3 Second violation of the same Construction Management Plan requirement within a 6 month period – A $2,000 fine.

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6.4 Third and Subsequent Construction Management Plan requirement violation within a 6 month period – The fine doubles. 6.5 Any general contractor who incurs five or more Construction Management Plan violations within a 6 month period shall no longer be able to work at the Project.

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EXHIBIT “I” WILDFIRE PREVENTION AND RESPONSE PLAN

Section 1 Purpose To help protect life and property within and around Powder Mountain boundaries from wildfire, the following development standards and operation procedures have been established for the Project. Special restrictions and development standards are intended to reduce the threat of life and property loss to wildfire and shall apply to all property contained within the Project.

Section 2 Wildfire Protection and Defense – Planning and Operations Guide 2.1 Landscaping. A shaded fuel break is recommended along the Project boundary. Any special site areas where a fuel break is not preferred may be excluded from buffer requirements. These excluded areas will be reviewed on a case-by-case basis.

Shaded fuel breaks or other breaks along the Property boundary, being either 50 feet in width (not extending beyond the Property boundary unless approved by the adjacent landowner), or otherwise provided by ski runs, golf course, or other breaks surrounding building areas, will consist of:  Removal of standing dead materials.  Elimination of dead down materials.  Removal of “ladder fuel” configurations in vegetation.  Pruning dead branches and cut branches up to 6-15 feet from the ground of trees in excess of 40 feet high.  Creation of crown spacing of at least 10 feet between individual or clumps, tree thinning may have to occur to achieve appropriate spacing.  Development of greenbelt where non-maintained grassy fuels that could become flammable are mowed and irrigated.  Preservation of native vegetation when possible.

2.2 Construction and Development Factors. In all areas, the following guidelines shall be met:  Provide good street signs, which show appropriate direction, name, and are easy to see in all seasons and light conditions.  Mark properties on the structure with 4 inch or greater numbers/letters on a contrasting background. Properties that are not visible from a road access should also be marked at the point where they connect with that access.  Provide subdivision signs within the development.  Utilities will be located underground as much as reasonably possible.  On-site roads will be built according to the Conceptual Development Plan. Mountain access roads will have a minimum of 18-foot gravel roadbed.  Non-flammable deck materials will be encouraged.  Screening and enclosing under porches and decks will be encouraged.

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 Any wood burning devices allowed at the Resort will need to be properly screened to eliminate sparks from chimneys.  During construction, waste and debris must be removed regularly and separated at the designated site.

2.3 Operation Factors. The following are guidelines for operation of the Resort:  After sales of lots/units and updated operation of the Resort begins, specific times and a site for dumping of yard wastes will be provided to residents.  No public, visitor, or resident campfires are allowed at the Project except for specified fire rings at the retreat areas and approved or special noticed events.  No debris burning will be allowed at the Resort, except for the prescribed time/site and notification of mutual aid parties. Scheduled burns will take place with Powder Mountain personnel or local fire association personnel in attendance.  If a snowmaking system is used it will be designed, where reasonable, to be used as a source for obtaining water from pipes that travel up/down the trails and ponds used for water storage during a wildfire event.  An education plan will be developed for visitors and residents that identify and encourage safe behavior at the Resort and surrounding rural areas. Part of the information packet provided to homeowners and guests will include an evacuation plan for the Resort, if a fire were to threaten the area.  Where feasible, ski trails and Resort road development will be designed to act as fire breaks on the site.  Annual maintenance of yard, roof, and gutter program to remove surface litter and needles or leaves from rooftops.

Section 3 Weber Fire District The Property is within the Weber Fire District’s jurisdiction. Powder Mountain shall work closely with the District to modify and update this plan as the need arises.

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EXHIBIT “J” LANDSCAPE, LIGHTING, AND SIGNAGE PLAN

Powder Mountain intends to be a unique and inviting landscape, where retaining or restoring the natural conditions of the recreation areas and open space is paramount to the development plan. A resort-wide landscaping and lighting set of standards is necessary to culminate the world-class Resort vision. The Resort will have a Master Landscaping and Lighting Plan (“MLLP”) which will provide landscaping standards for: desired buffers, storage areas, common areas, village areas, irrigation, and required seed mixes and plant species lists/sizes. In addition, the MLLP will contain resort-wide exterior lighting standards. This document is planned to provide requirements for the entire site (both counties – all property within Resort). The Landscaping and Lighting Plan will replace the county-wide standards for the Project, as the Resort specific standards will be stricter and provide site appropriate information.

In addition to the resort-wide landscaping and lighting plan, Powder Mountain will have resort- wide signage requirements. The signage plan at Powder Mountain is not only important for way- finding, but also to make a seamless experience on the Mountain. The MSP (Master Signage Plan) will cover the general regulations of the site, sign lighting, the rules pertaining to the different types of signs (monument, window, real estate, banners, street, etc.), enforcement, and permits. This document is planned to provide requirements for the entire site (both counties – all property within Resort). The Sign Plan will also replace the county-wide standards for the Project, as the Resort specific standards will be stricter and provide site appropriate information.

All property within the Project shall comply with landscape, lighting, and sign requirements as set forth in the regulations. Specifically, the landscape, lighting, and sign regulations are established for Powder Mountain to achieve the following: • Create a complementary accent within the natural alpine landscape; • Maintain visual harmony within view corridors such as roadways, golf courses and ski slopes; • Preserve areas of existing vegetation; • Define transition zones; • Define open space areas; • Practice sensible plant screening concepts; • Base plant selection on site exposure constraints (soil, water availability, aspect and degree of slope); and • Respect snow storage, removal and roof drip-line constraints.

Some of the main concepts incorporated into the Landscaping and Lighting Plan include: • Due to the harsh alpine environment attributes associated with the Project, such as heavy snow accumulation, extreme temperature variations and short growing seasons, designing a Landscape Plan for a proposed Development requires careful planning and design. Patios, plazas, steps and other exterior hardscape improvements shall withstand summer rains, freeze-thaw and snow removal constraints.

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• Landscaped areas within the Project shall reinforce the open space system while linking the development to the native landscape of the area. Through effective use of planting, the architectural elements can be softened and blended into the landforms and vegetation of the Site. • Areas of existing native vegetation are invaluable and in most cases irreplaceable. Such areas shall be preserved in larger sized parcels whenever possible. • A native plant list and re-vegetation mix will be developed for the site to be used exclusively for planting on the Project. • Irrigation standards will be developed and implemented for the Project.

Some of the main concepts incorporated into the Signage Plan include: • To preserve the Project as a desirable place in which to live, vacation, and conduct business, a pleasing, visually attractive environment is of foremost importance. The purpose of the Signage Plan is to promote the public health, safety and welfare through a comprehensive system of reasonable, effective, consistent, content-neutral, and nondiscriminatory Sign standards and requirements. Signage has a significant impact on the visual character and quality of the Resort. The proliferation of signs in the Project would result in visual blight and unattractiveness and would convey an image that is inconsistent with a high quality resort environment. • Preserve and maintain the Project as a pleasing, visually attractive environment. • Promote and accomplish the goals, policies and objectives of the Project’s Design Regulations. • Address Project needs relating to upgrading the quality of the tourist experience, preserve the unique natural environment, preserve and enhance the high quality human existence, foster the village style quality of the Resort, and preserve and enhance scenic views. • Enable the identification of places of residence and business. • Allow for the communication of information necessary for the conduct of commerce. • Encourage signs that are appropriate to the zone district in which they are located and are consistent with the category of Use to which they pertain. • Permit signs that are compatible with their surroundings, aid orientation, and ensure placement in a manner that conceals or obstructs adjacent land uses or signs. • Preclude signs from conflicting with the principal use of the Site or Adjoining sites. • Curtail the size and number of signs and Sign messages to the minimum reasonably necessary to identify a residential or business location and the nature of any such business • Establish Sign size in relationship to the scale of the Lot’s road frontage and Building’s road frontage along which the Sign is to be placed. • Protect the public from the dangers of unsafe signs, and require signs to be constructed, installed and maintained in a safe and satisfactory manner. • Lessen hazardous situations, confusion and visual clutter caused by proliferation; improper placement; illumination; animation; and excessive height, area and bulk of signs that compete for the attention of pedestrian and vehicular traffic. • Regulate signs in a manner so as to not interfere with, obstruct vision of, or distract motorists, bicyclists or pedestrians.

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EXHIBIT “K” One Percent (1%) Real Property Transfer Fee

Section 1 Application of Transfer Fee

1.1 The Transfer Fee shall be assessed and collected when any parcel of property or condominium unit within Project is transferred to a Retail Buyer. This includes all subsequent Transfers from Retail Buyers to other Retail Buyers. 1.2 The Transfer Fee shall equal 1% of the retail price paid for the parcel or unit. It shall be applied in the same way a real estate commission would be applied to the sale, if a real estate agent were involved. It shall be paid at the closing to the County. 1.3 Powder Mountain shall impose the Transfer Fee through covenants that run with the land. The exact language of the covenant shall be mutually agreed to between the Weber County Attorney’s Office and Powder Mountain.

Section 2 Use of Funds

2.1 The County shall use the funds to reduce the increase in residential density in Ogden Valley.

2.2 The County may use the funds, including without limitation, to purchase land; purchase easements, including conservation easements; construct necessary infrastructure; and, develop open space areas, build parks, trails, or other recreational amenities. The County may resell or lease land purchased with the funds so long as the use of the land is restricted to non-residential uses and the proceeds of such sales or leases are returned to the fund.

2.3 It is in the County Commission’s sole discretion as to how the funds shall be used so long as its purpose fulfills the intent of this Section 2.

Section 3 Inapplicability of the Transfer Fee

3.1 Notwithstanding, the above requirements, the following transfers are not subject to the 1% Transfer Fee.

3.1.1 A Transfer involving real property acquired by or from a governmental body, or acquired by a not-for-profit charitable, religious or educational organization, or acquired by any internal organization not subject to local taxes (copy of IRS granting tax exempt status must be attached).

3.1.2 A Transfer in which the deed, assignment or other instrument of transfer, without additional consideration, confirms, corrects, modifies or supplements a deed, assignment or other instrument of transfer previously recorded or delivered.

3.1.3 A Transfer in which the deed is a tax deed.

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