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Ordinance No. 06-84
Recorded at the request of and return to: Park City Municipal Corp. Fee Exempt per Utah Code Attn: City Recorder Ordinance No. 06-84 P. 0. Box 1480, Park City, UT 84060 Annotated 1953 21-7-2 AN ORDINANCE ANNEXING APPROXIMATELY 157 ACRES OF PROPERTY LOCATED AT THE NORTHWEST CORNER OF THE STATE ROUTE 248/US-40 INTERCHANGE IN THE QUINNS JUNCTION AREA KNOWN AS THE INTERMOUNTAIN HEALTHCARE/USSA/BURBIDGE ANNEXATION, INTO THE CORPORATE LIMITS OF PARK CITY, UTAH. WHEREAS, on November 3, 2004, Intermountain Healthcare, United States Ski and Snowboard Association (USSA), and Burbs, LLC filed an annexation petition, as shown on the attached Annexation Plat, Exhibit A (Property), requesting Park City to annex the Property to the City subject to the Master Planned Development review process as outlined in the Land Management Code; WHEREAS, the Property is included within the Park City Annexation Expansion Area; and WHEREAS, the requested zoning, Community Transition (CT-MPD) is consistent with the Park City General Plan and Quinns Junction Joint Planning Principles; and WHEREAS, an application for a Master Planned Development was submitted with the annexation petition, that includes a proposal for community hospital and support medical offices; USSA headquarters and training facility; one 15 acre lot deeded to the City upon which the City would contemplate future expansion of its recreation complex; and one 5 acre lot deeded to the City upon which the applicant will construct affordable/employee housing units. WHEREAS, the proposed maximum density in the Community Transition District is 3 units/acre; and WHEREAS, the proposed total density at build -out for the annexation area is 535,000 square feet; and WHEREAS, the proposed maximum density for the annexation area is 2.64 units/acre; and WHEREAS, the proposed annexation provides over 80% open space; and WHEREAS, the City Council established the IHC/USSA/Burbidge Annexation Task Force (Resolution No. 21-05) on July 14, 2005 for purposes of formulating specific recommendations to the Planning Commission and City Council relating to the annexation's proposed zoning, land uses, affordable housing, transportation, and community economic/fiscal impacts. WHEREAS, the Task Force forwarded a unanimous positive recommendation to the Planning Commission on a new zoning district to apply to the annexation area, the Community Transition (CT) District which includes specific provisions addressing affordable housing on October 27, 2005; and ENTRY NO. 00802748 01/23/2007 04:38:11 PM B: 1843 P: 0348 Ordinance PAGE 1 / 37 ALAN SPRIGGS: SUMMIT COUNTY RECORDER FEE $ 0.00 BY PARK CITY MUNICIPAL CORPORATION 3 0111 R, C' bm. H'3111 hi %V111rol II Page 2 WHEREAS, the Task Force forwarded a unanimous positive recommendation to the Planning Commission on the annexation's economic impact/fiscal analysis on November 10, 2005; and WHEREAS, the Task Force forwarded a unanimous positive recommendation to the Planning Commission on traffic and transportation impacts and mitigation on December 8, 2005; and WHEREAS, the Planning Commission, after proper notice, conducted a public hearing on May 10, 2006, following which the Planning Commission voted to forward a positive recommendation on the proposed annexation and zoning designation to the City Council; and WHEREAS, the Park City Council accepted the Intermountain Healthcare/USSA/Burbidge petition for annexation on November 18, 2004; and WHEREAS, the City reviewed the petition against the criteria stated in Sections 10-2-403 (2), (3), and (4) of the Utah Code, annotated 1953 as amended, and finds that the petition complies with all applicable criteria of the Utah Code; and WHEREAS, On December 6, 2004, the City Recorder certified the annexation petition and delivered notice letters to the "affected entities" required by Utah Code, Section 10- 2-405, giving notice that the petition had been certified and the required 30-day protest period had begun; and WHEREAS, no protests have been filed by any "affected entities" or other jurisdictions; and WHEREAS, an Annexation Agreement has been negotiated before the City and Petitioner pursuant to the Land Management Code, Section 15-8-5C setting forth further terms and conditions; and WHEREAS, on December 7, 2006 after proper notice, the City Council conducted public hearings and took public testimony on the matter, as required by law; and WHEREAS, the Property is not included within any other municipal jurisdiction; NOW, THEREFORE BE IT RESOLVED by the City Council of Park City as follows: SECTION 1. ANNEXATION. The Property is hereby annexed to the corporate limits of Park City, Utah and zoned Community Transition (CT-MPD) according to the Annexation Plat executed in substantially the same form as it attached hereto as Exhibit A. The Property so annexed shall enjoy the privileges of Park City as described in the Annexation Agreement attached as Exhibit B and shall be subject to all City levies and assessments as described in the terms of the Annexation Agreement. The Property shall be subject to all City laws, rules and regulations upon the effective date of this Ordinance. The property is not yet, however, annexed into the Park City Water Service District. Page 3 SECTION 2. ANNEXATION AGREEMENT. Council hereby authorizes the Mayor to execute the Annexation Agreement in substantially the same form as is attached hereto as Exhibit B and as approved by the City Attorney. SECTION 3. COMPLIANCE WITH STATE LAW, GENERAL PLAN, AND ANNEXATION POLICY PLAN. This annexation meets the standards for annexation set forth in Title 10, Chapter 2 of the Utah Code, the Park City General Plan, and Land Management Code --Chapter 8: Annexation. The zoning is consistent with Ordinance 06-46. SECTION 4. EFFECTIVE DATE. Pursuant to Utah Code Section 10-3-712, the City Council hereby provides that this Ordinance shall be deemed enacted as of January 1, 2007. This Ordinance shall be effective upon publication and the Annexation shall be effective upon recordation and filing of this Ordinance and annexation plat pursuant to the Utah Code Annotated Section 10-2-425, but in no event shall the Ordinance be deemed "enacted" nor effective prior to January 1, 2007. Ordinance 06-47 is hereby repealed. DATED this 7th day of December 2006. PARK CITY MUNICIPAL�CORPORATION Dana Williams, MAYOR Ad M. Scott, CITY RECORDER 19 Mark D. Harridton, djF. ATTORNEY do's - 4. �.y r oyaa� 99 1 1• II I{ oil 4-1 loss z ''� �} S i 11>>Ji{{f•'iii d1f1, f;�f;,;�� h !� t l �lh 1J.l.1i � �#Iy�, 1 1 � - - - - --------- � ,-- �----- ,� E I� 1 I ,' \\11 / / N / Op a , 1 D i{I w gg a 6 � 'dWO Wd OlNnw uio Havd I o e I I I I � When recorded, please return to: PARK CITY MUNICIPAL CORPORATION City Recorder P 0 Box 1480 Park City UT 84060 and to: Guy P. Kroesche, Esq, STOEL RIVES LLP 201 South Main Street, Suite 1100 Salt Lake City, Utah 84111 and to: Charles R. Brown, Esq. CLYDE SNOW SESSIONS & SWENSON 201 South Main Street, Suite 1300 Salt Lake City, Utah 84111 and to: Ira B. Rubinfeld, Esq. RAY QUINNEY & NEBEKER 36 South State Street, Suite 1400 Salt Lake City, Utah 84145 ANNEXATION AGREEMENT This ANNEXATION AGREEMENT (this "Annexation Agreement") is made by and between Park City Municipal Corporation (hereinafter, the "City") and Burbs, L.L.C., a Utah limited liability company (hereafter, the "Petitioner") to set forth the terms and conditions under which the City will annex certain land owned by the Petitioner, consisting of approximately 157 acres and located in unincorporated Summit County, Utah, at the northwest comer of State Road 248 and Highway 40 (as further defined below, t11e "Property"), into the corporate limits of the. City and extend municipal services to the Property. This Annexation Agreement is made under authority of §§ 10-2-401 et. seq. of the Utah Code, Annotated 1953, as amended, and shall serve as a supplemental annexation policy declaration when executed by all parties. WHEREAS, the Petitioner entered into that certain Real Estate Acquisition Agreement, dated as of October 21, 2004, as amended by that certain Amendment to Real Estate Acquisition Agreement, dated as of October 21, 2005, as further amended by that certain Second Amendment to Real Estate Acquisition Agreement, dated as of October 27, 2005, as amended by that certain Third Amendment to Real Estate Acquisition Agreement, dated as of April 27, 2006, as amended by that certain Fourth Amendment to Real Estate Acquisition Agreement, dated as of August 11, 2006, as amended by that certain Fifth Amendment to Real Estate Acquisition Agreement, dated as of August 25, 2006, as amended by that certain Sixth Amendment to Real Estate Acquisition Agreement, dated as of September 27, 2006, as amended by that certain Seventh Amendment to Real Estate Acquisition Agreement, dated as of October 27, 2006, and as amended by that certain Eighth Amendment to Real Estate Acquisition Agreement, dated as of November 30, 2006, (collectively, the "Real Estate Acquisition Agreement'), for the sale of a portion of the Property (the "Intermountain Healthcare Property') to IHC Health Services, Inc., a Utah nonprofit corporation ("Intermountain Healthcare"); Saltiake-289043.6 0033566-00189 WHEREAS, the Petitioner has previously notified to the United States Ski and Snowboard Association, a Utah nonprofit organization (the "USSA"), that the Petitioner desires to donate five (5) acres of the Property (the "USSA Property") to USSA, and USSA is willing to accept such donation; _WHEREAS; in furtherance of the foregoing, the Petitioner desires to annex the Property into the corporate limits of the City and, to that end, an annexation petition (the "Annexation Petition") for the Property was filed with the City on November 3, 2004, and accepted by the City on November 18, 2004; WHEREAS, in connection with any such annexation (the "Annexation"), the Property is proposed to be zoned Community Transition District - Master Planned Development ("CT-MPD"), a new City zoning district that allows for a community hospital/medical facility, support medical offices, public/quasi- public institutional uses, United States Ski and Snowboard headquarters and a sports training complex, public recreation uses, affordable/employee housing, and open space land uses on the Property; WHEREAS, to these ends, the City has issued certain Findings and Conditions with respect to the Property, which are attached as Exhibit "A" (the "Findings and Conditions"); WHEREAS, the parties understand, acknowledge and agree that the Annexation of the Property is conditioned upon, among other matters, the satisfaction of the terms and conditions set forth in the Findings and Conditions and this Annexation Agreement, as well as the completion of the master plan development for the Intermountain Healthcare Property or the USSA Property, as the case may be (in either case an "MPD") and subdivision (the "Subdivision") of the Property, all to the satisfaction, in their respective discretion, of the Petitioner, Intermountain Healthcare, USSA, and the City, as applicable, and as evidenced by the Subdivision plat for the Property (as accepted by the City and filed in the official real estate records of Summit County, Utah, the "Subdivision Plat"); and WHEREAS, except as otherwise defined herein, capitalized terms shall be as defined in the Findings and Conditions; NOW, THEREFORE, in furtherance of the Annexation Petition, in consideration of the City's agreement to annex the Property and in consideration of the mutual promises contained herein, as well as the mutual benefits to be derived herefrom, the parties agree that the terms and conditions of Annexation shall be as follows: 1. Property. The Property to be annexed is approximately 157 acres in size, as depicted on the annexation plat attached as Exhibit `B" (the "Annexation Plat") and as more fully described in the legal description attached as Exhibit "C." 2. Zoning. Upon Annexation, the Property will be zoned CT-MPD, as shown on Exhibit 3. Master Plan Approval; Phasing. Pursuant to Land Management Code Section 15-8-3 (D), an application for a Master Planned Development of the Property (as submitted, the "MPD"), a copy of which is attached as Exhibit "D," was filed with the City on November 3, 2004, and accepted by the City on November 18, 2004. This Annexation Agreement does not represent approval or vesting of the MPD. Rather, the MPD and the use and development of the Intermountain Healthcare Property and the USSA Property shall be governed by the zoning designations provided herein and, consistent with this Annexation Agreement and the Findings and Conditions, shall be finalized (and, as necessary, amended) as soon as reasonably practicable following completion of the Annexation pursuant to Utah Code Annotated § 10-2-425(5) (as applicable to the Intermountain Healthcare Property, the USSA Property or the remainder of the Property, the "Final MPD"). SaIdake-289043.6 0033566-00189 2 Any substantive amendments to the MPD or this Annexation Agreement shall be processed in accordance with the Park City Land Management Code. Further, as part of the MPD review and approval process, again consistent with this Annexation Agreement and the Findings and Conditions, the phasing of the development of the Intermountain Healthcare Property or the USSA Property, as the case may be, shall be determined, to ensure the adequacy of public facilities that may be required to support any such development. 4. Trails. A condition precedent to the Annexation and the Final MPD for the Intermountain Healthcare Property or the USSA Property, as the case may be, is the grant to the City of public easements (collectively, the "Trail Easements") for the construction of non -vehicular pedestrian trails (collectively, the "Trails"), the location, width and use of which shall be determined during the MPD review and approval process, and which shall be documented in one or more development agreements for the Intermountain Healthcare Property the USSA Property, as the case may be, or any portions thereof (in any case, a "Development Agreement"). The Trail Easements shall include, but are not limited to, those easements necessary to extend and/or relocate certain of the existing non -vehicular pedestrian trails to connect to other public trail easements existing on adjacent properties. Any obligations with respect to the construction of any such trails shall be governed by the terms and conditions of the Development Agreement for the USSA Property, the Intermountain Healthcare Property or any other part of the Property, as the case may be, and, further, unless otherwise provided in any such Development Agreement, shall be the responsibility of the owner of the USSA Property, the Intermountain Healthcare Property, or any other part of the Property, as the case may be. 5. Fire Prevention Measures. Because of significant wild land interface issues on the Property, the Petitioner (or, as specified in connection with any such assignment, its assigns) agrees to implement a fire protection and emergency access plan, to be submitted prior to the issuance of any building permits, and to be reviewed and approved by the Fire Marshall and Chief Building Official for compliance with applicable building and fire codes. 6. Roads, Road Design and Access. All streets and roads within the Property shall be designed according to the City's road design standards and, as soon as reasonably practicable following the construction thereof (to the extent, as determined during the MPD review and approval process, to be dedicated to the City), shall be dedicated to the City for purposes of public thoroughfares and, upon acceptance thereof by the City, the maintenance and repair thereof by the City. Until such time as any such streets and roads shall be dedicated to, and accepted by, the City pursuant to the City's applicable ordinances governing any such dedication, maintenance and repair of all such streets and roads shall remain with the Petitioner (or, as specified in connection with any such assignment, its assigns). All roads and streets within the Property shall be not less than thirty feet (30') wide, back of curb to back of curb, unless, consistent with this Annexation Agreement, applicable City ordinances and the Findings and Conditions, otherwise reduced by the City for pedestrian traffic calming or other public purposes. The terms and conditions of grading and constructing access roads and streets across any City property shall be agreed to as part of the MPD review and approval process. Notwithstanding any other term or condition of this Annexation Agreement and as and to the extent reasonably necessary or appropriate for, consistent with this Annexation Agreement and the Findings and Conditions, use of the Intermountain Healthcare Property, the City, without additional consideration therefor, agrees to (a) by means of (i) a publicly -dedicated roadway and/or (ii) a nonexclusive, perpetual easement and right of way for the benefit of the Intermountain Healthcare Property, provide access to and from the Intermountain Healthcare Property to State Road 248 in Summit County, Utah (all as shown on attached Exhibit "E" road design plan, prepared by Horrocks Engineers on November 6, 2005, and approved by the City Engineer), for main and primary vehicular and pedestrian access (the "Main Access Roadway"), and (b) by means of a nonexclusive, perpetual easement and right of way for the benefit of the Intermountain Healthcare Property, provide access to and from the Intermountain Healthcare Property for emergency and secondary vehicular and pedestrian access (the "Secondary Access SaltLake-289043.6 0033566-00189 3 Easement"). The Main Access Roadway and the Secondary Access Easement each shall be not less than thirty feet (30') wide, back of curb to back of curb, exclusive of any sidewalks or other improvements and, further, shall be in such locations as shall be mutually acceptable to the City and Intermountain Healthcare. Except as and to the extent consistent with the use of the Intermountain Healthcare Property (and as, to the extent practicable, confirmed in connection with the sale and acquisition of the Intermountain Healthcare Property), neither the Main Access Roadway nor the Secondary Access Easement shall be subject to any use restrictions, conditions, limitations, or encumbrances (other than, to the extent the Secondary Access Easement shall not be on the City's property, general property taxes or assessments not yet due and payable) and, in addition, shall provide insurable access to and from the Intermountain Healthcare Property; provided, however, that, as specified during the MPD review and approval process, a locked gate may restrict use of the Secondary Access Easement to emergency and fire use only. The Petitioner (or, except as otherwise may be agreed in writing in connection with any such assignment, its assigns) shall not have any obligation or liability for the Main Access Roadway or the Secondary Access Easement until review and approval by the City of the Final MPD. The City further agrees that roadway and street construction costs and expenses incurred by the Petitioner (or its assigns) shall be credited against any other impact or other development fees and costs for which the Petitioner (or its assigns) may be liable by reason of this Annexation Agreement or, consistent with the Findings and Conditions, otherwise with respect to the Intermountain Healthcare Property, the improvement of State Road 248, or the. USSA Property, including without limitation any costs or expenses incurred in connection with the obligations under Section 17, below. The Petitioner (or, as specified in connection with any such assignment, its assigns) may require other or third parties to enter into a latecomer's agreement to reimburse the Petitioner for a portion of its costs in extending roads, traffic infrastructure and access to the Property. 7. Sanitary Sewer, Line Extensions and Related Matters. Construction and alignment of the sanitary sewer shall be determined as part of the MPD review and approval process. The preferred alignment of the sanitary sewer shall be that which results in the least visual impact and site disturbance while meeting the site design and construction requirements of the Snyderville Basin Water Reclamation District. Further, as part of a Development Agreement, the Petitioner (or, as specified in connection with any such assignment, its assigns) shall enter into a latecomer's agreement to reimburse the City for a portion of its costs in extending sewer facilities adjacent to the Intermountain Healthcare Property or the USSA Property, as the case may be. 8. Water Rights and Water Source Capacity. The Petitioner (or, as specified in connection with any such assignment, its assigns) hereby agrees to purchase culinary water and, as appropriate, irrigation water from the City, subject to the provisions of this Section 8. The City shall and hereby agrees, upon payment therefor as specified in and contemplated under this Section 8, to provide such culinary water and, as appropriate, irrigation water, as shall be sufficient to meet the projected peak daily water demand for (a) the Intermountain Healthcare Property, which the parties understand, acknowledge and agree is 101,528 gallons per day at full build -out (the "Intermountain Healthcare Peak Water Demand") and (b) the USSA Property, which the parties understand, acknowledge and agree is 8,759 gallons per day at full build -out (the "USSA Peak Water Demand"). The Petitioner (or, as specified in connection with any such assignment, its assigns) agrees to pay the City for such water in the amount of SIXTEEN THOUSAND AND N01100 DOLLARS ($16,000) per Equivalent Residential Unit ("ERU"), inclusive of (i) a proportionate share of any capital costs incurred by the City through the Snyderville Importation Project, (ii) any water share acquisition costs for water from the Weber Basin Water Conservancy District, (iii) a proportionate share of any water treatment costs based on the Intermountain Healthcare Peak Water Demand and the USSA Peak Water Demand, (iv) any City water impact fees therefor, and (v) any City water connection impact fees (collectively, the "Water Cost").' Such Water Cost, respectively, shall be paid to the City within ten (10) business days following the Final MPD. Based I The Water Cost was calculated by the City, as shown on attached Exhibit "G." Saltlike-289043.6 0033566-00189 4 upon the peak water demand figures submitted to the City by Intermountain Healthcare and the USSA, at the City's request, the City calculated and hereby confirms that, the number of ERUs respectively, is equivalent to 63.455 ERUs and 5.47 ERUs. The City shall not be obligated to provide any water in excess of (A) the hntermountain Healthcare Peak Water Demand for the Intermountain Healthcare Property and (B) the USSA Peak Water Demand for the USSA Property and, notwithstanding any other term or condition hereof, the Petitioner (or, as specified in connection with any such assignment, its assigns) shall not be obligated to pay any amounts in excess of SIXTEEN THOUSAND AND NO/100 DOLLARS ($I6,000) per ERU. Further, the Petitioner (or, except as otherwise may be agreed in writing in connection with any such assignment, its assigns) and the City agree to enter into a separate agreement, mutually acceptable to the parties thereto, which shall document and provide for the implementation of the material terms of Sections 8, 9, and 10 of this Annexation Agreement, before the Final MPD; provided, however, that the Petitioner (or its assigns) shall not have any obligation or liability to purchase any water from the City until after the Final MPD. The Petitioner (or, as specified in connection with any such assignment, its assigns) is separately responsible for any redundant water rights, source capacity and/or systems as may be required in connection with the use and development of the Intermountain Healthcare Property or the USSA Property, as the case may be, and as required by applicable laws, rules or regulations relating thereto. In conjunction with the construction of the Units by Petitioner on the City Donated Parcel or the Alternative Affordable Housing Location, as further described in Section 11, the City agrees that it will provide culinary water and, as appropriate, irrigation water, as shall be sufficient to meet the projected peak daily water demand for the Units, as ultimately determined by Petitioner and the City and approved for construction by the City. Petitioner agrees to pay to the City normal and customary charges for such water, which Water Cost shall not be in excess of the Water Cost to be paid the City for water to the Intermountain Healthcare Property and USSA Property, as set forth above in this Section 8. 9. Water Impact Fees and Credits. The City confirms that the total water impact fee was calculated by the City in the same manner and in the same comparative amount as with other developments within municipal boundaries. Any applicable credits that the Petitioner (or its assigns) may be eligible for will be determined by the City in the same manner and in the same comparative amount as with other developments within the City. 10. Other Water Facilities, Infrastructure and Systems Costs. As a condition precedent to the effectiveness of this Annexation Agreement, certain water facilities and systems, including an upgrade to the Fairway Hills pump station, shall be required to be constructed to service the Intermountain Healthcare Property and the USSA Property, and, to the extent to be dedicated to the City, easements therefor granted to the City, all of which shall be determined, and agreed to, by the affected parties and the City during the MPD review and approval process (the "Water Facilities and Systems"). Any and all such Water Facilities and Systems shall be constructed in accordance with specifications reasonably required by the City Engineer. Notwithstanding any term or condition of this Annexation Agreement, the City shall be responsible for the cost of any over -sizing of any Water Facilities and Systems, and, as and to the extent the Petitioner (or its assigns) shall pay or be liable for any such costs, the Petitioner (or, as applicable, Intermountain Healthcare or USSA) shall receive an appropriate credit or contribution from the City (as determined during the MPD review and approval process) for any over -sized Water Facilities and Systems designed, constructed or configured for the benefit of or to accommodate the needs of the City or any other person or entity. Salti.ake-289043.6 0033566-00189 In connection with the MPD and the Subdivision' review and approval processes, on -site storm runoff detention facilities, or approved alternatives, as approved by the City Engineer, may be required. The timing for the construction of such storm run-off improvements shall be determined during the MPD review and approval process (the "Storm Detention Facilities"). The City shall be responsible for the cost of any over -sized on -site Storm Detention Facilities required as detenmined as part of the MPD (as sized and located to the reasonable satisfaction of Intermountain Healthcare and USSA), and, as and to the extent the Petitioner (or its assigns) shall pay or be liable for any such costs, the Petitioner (or, as applicable, Intermountain Healthcare or USSA) shall receive an appropriate credit or contribution from the City (as determined by the Petitioner and the City during the MPD review and approval process) for any such facilities designed, constructed or configured for the benefit of or to accommodate the needs of the City or any other person or entity. As part of the MPD review and approval process, the Petitioner (or, as specified in connection with any such assignment, its assigns), the City and the affected parties shall determine and agree on the proportionate costs and/or appropriate credits or contributions from the City for the installation, construction, repair, and maintenance of any excess length, size or capacity storm sewer and/or sanitary sewer lines, power, sewer, and other utility line extensions and related facilities (including without limitation the Storm Retention Facilities and the Water Facilities and Systems, the "Sewer and Related Facilities"), which may be required for the use and development of the Property, or any part thereof, and the provision of municipal services related thereto (with the understanding that the Petitioner (or, as applicable, the respective owners of the Intermountain Healthcare Property or the USSA Property) shall receive an appropriate credit or contribution from the City for the cost of any Sewer and Related Facilities designed, constructed or configured for the benefit of or to accommodate the needs of the City or any other person or entity. The extent to which such Sewer and Related Facilities shall be dedicated to the City, and the required granting of easements therefor, shall also be determined, and agreed to, by the Petitioner (or, as specified in connection with any such assignment, its assigns), the affected parties and the City during the MPD review and approval process. 11, Affordable Housing Requirement. Affordable/employee housing shall be provided in a manner consistent with the Findings and Conditions (the "Employee/Affordable Housing"), with the understanding and agreement of the parties that: a. The Employee/Affordable Housing requirement for development associated with the Intermountain Healthcare hospital (300,000 square feet) is 44.78 "Affordable Unit Equivalents" (as defined in the City's Land Management Code) (the "Units"). Petitioner previously notified the City that it desires to and will donate five (5) acres of the Property (the "City Donated Parcel") to the City. Intermountain Healthcare, the City and the Petitioner have agreed that the foregoing Employee/Affordable Housing requirement shall be satisfied by the Petitioner's donation of the City Donated Parcel to the City as previously committed to by Petitioner, and the other terms and conditions of this Section 11. Within twelve (12) months of the effective date of this Agreement, the City shall determine if the Units are to be located on the City Donated Parcel or at some alternate location within the City, as agreed to by Petitioner (or its assignees), which agreement shall not be unreasonably withheld, conditioned or delayed, (an "Alternate Affordable Housing Location"); provided that, in the event of an Alternate Affordable Housing Location, the Petitioner (and any assignee thereof) shall not have any obligation, cost or otherwise, for the acquisition of any such Alternate Affordable Housing Location; and provided that, in the event the Units are located on any Alternate Affordable Housing Location, the Petitioner (or any assignee thereof) shall not 2 The Subdivision review and approval process will be a two-part process. The first part of the Subdivision review and approval process will establish the lot lines of the Intermountain Healthcare Property, the USSA Property, the City Donated Parcel, and the City Recreation/Open Space Parcel and, in that connection, allow for the recording of the Subdivision Plat in the official real estate records of Summit County, Utah. The second part of the Subdivision review and approval process will include an amendment to the Subdivision Plat, which will be processed during the MPD review and approval process and, to the extent appropriate, will incorporate any necessary requirements of this Section 10. SaltUke-289043.6 0033566-00189 6 incur, or be obligated for, any costs or expenses in excess of those that would be incurred if the Units were located and constructed on the City Donated Parcel. Subject to the foregoing, within twenty-four (24) months of the effective date of this Agreement, the Petitioner (or any assignee thereof) shall either (i) begin construction of the Units on the City Donated Parcel or at the Alternate Affordable Housing Location or (ii) post a financial guarantee in favor of the City in a form, on terms and in the amount set forth in attached Exhibit "F" (the "Financial „3 Guarantee ). The City shall not issue building permits for development of the Intermountain Healthcare hospital in excess of 149,000 square feet until (A) the commencement of construction of the Units on the City Donated Parcel or an Alternate Affordable Housing Location within twenty-four (24) months following the Annexation, (B) a decision is made to locate the Units on property other than the City Donated Parcel, (C) the satisfaction of the Employee/Affordable Housing requirement for development associated with the Intermountain Healthcare hospital by financing or some other arrangement, or (D) the delivery by Petitioner (or its assigns) and acceptance by the City of the Financial Guarantee.4 Any such Units constructed shall be sold or rented by the Petitioner (or any assignee thereof) at deed restricted prices or otherwise financed consistent with the City affordable housing guidelines. b. The Employee/Affordable Housing requirement for development associated with the a proposed United States Ski and Snowboard Association, a Utah nonprofit organization ("USSA") facility (85,000 square feet) is 10.71 Affordable Unit Equivalents. The Petitioner previously notified USSA that it desires to and will donate the USSA Property, upon which USSA intends to construct its facilities, to USSA. A total deferral of the required 10.71 Affordable Unit Equivalents will be granted by the City upon, and in exchange for, the donation of the USSA Property by the Petitioner to USSA as previously committed to by Petitioner. The deferral is contingent upon continued ownership and occupancy by the facility by USSA or another community -based nonprofit organization. Any change in use to a non - community -based nonprofit organization may require that the deferred Employee/Affordable Housing requirements be met by the owner of the USSA Property as contemplated under the Affordable Housing Guidelines and Standards Resolution 10-06. C. The Employee/Affordable Housing requirement for development associated with the Support Medical Office area (150,000 square feet) is 34.98 Affordable Unit Equivalents. This requirement shall be satisfied with either on -site or off -site units as determined in connection with the development of the Property to which such area relates and, in any case, shall not reduce the square footage available for the Support Medical Office area. The units shall be sold or rented at deed restricted prices or otherwise financed consistent with the City's affordable housing guidelines. Construction of the affordable units may be phased with the construction of the Support Medical Office area; provided that no certificate of occupancy for the Support Medical Office area in excess of 25,000 square feet shall be issued unless construction has commenced on the required Affordable Unit Equivalents hereunder or a financial guarantee (see footnote no. 2, above) has been posted therefor in a form and in an amount acceptable to the City. s The form and amount of any bond or other financial assurance required by the City hereunder shall be determined by reasonably estimating the City's administrative costs (which are estimated to be ten percent (10%) of the total cost of construction of the Units), if the City were required to proceed with construction of the Units or any other affordable housing units/equivalents hereunder, and no more. ° By the execution hereof, the City hereby acknowledges and confirms, as of the Effective Date, the delivery by the Petitioner and the acceptance by the City of the Financial Guarantee for the Units, which is in the form, on terms and in an amount required by the City. With the Financial Guarantee, the Employee/Affordable Housing requirement for development associated with the Intermountain Healthcare hospital has been satisfied in its entirety and, as such, is not a condition precedent to the issuance of building permits for development of the Intermountain Healthcare hospital in excess of 149,000 square feet. SaltL.ake-289043.6 0033566-00189 d. If the "Units" (as defined in subsection 11(a), above), in fact, are located on the City Donated Parcel, the "Units" will be situated, designed and constructed on the City Donated Parcel in a manner approved, in writing and in advance, by Intermountain Healthcare, in Intermountain Healthcare's reasonable discretion. Any proceeds from the sale or lease of the "Units" on the City Donated Parcel or any Alternate Affordable Housing Location, following their design and construction, shall be retained by and constitute the exclusive property of the entity which constructs the "Units," being either the Petitioner, or any assignee thereof, as the case may be. All utilities shall be stubbed to the City Donated Parcel or any Alternate Affordable Housing Location, on which the Units may be constructed, at no cost to Petitioner (or its assigns) or any other party hereto. Further, neither the Petitioner (and its assigns) nor any other party hereto shall have any obligation, cost or otherwise, for any water rights or interests, nor for any other public fees, except for standard planning review and building permit fees necessary for construction of the Units on the City Donated Parcel (or any Alternate Affordable Housing Location). 12. PlanninE Review Fees. Except as otherwise agreed by the City, otherwise specified in a Development Agreement or in this Annexation Agreement, or as part of the MPD review and approval process (including without limitation any applicable credits and/or "in lieu of tax payments"), the Petitioner (or its assigns) shall be responsible for all standard and customary, and generally -applicable planning, building, subdivision and construction inspection fees imposed by the City from time to time. 13. Impact and Building Fees. Except as otherwise agreed by the City, otherwise specified in a Development Agreement or in Sections 8, 9 and 10 of this Annexation Agreement, or as part of the MPD review and approval process (including any applicable credits and/or "in lieu of tax payments"), the Petitioner (or its assigns) shall be responsible for all standard and customary, and generally -applicable, fees, such as development, impact, park and recreation land acquisition, building permit and plan check fees due and payable for construction on the Intermountain Healthcare Property, the USSA Property or the remainder of the Property at the time of application for any building permits. 14. Acceptance of Public Improvements. Subject to fulfillment of all the conditions of the applicable City ordinances and, further, the City's final approval of the construction of any such public improvements, those roads, streets, water facilities, utilities, and easements as may be agreed by the City, Intermountain Healthcare and/or USSA in connection with the MPD review and approval process (the "Public Improvements"), shall be conveyed and dedicated to the City, for public purposes. Following any such dedication, the -City shall be responsible for the maintenance, repair and replacement of any and all such Public Improvements. 15. Snow Removal and Storage. Other than as the City may determine necessary or appropriate for the Trails, the City shall not be obligated to remove snow from roads, streets or similar improvements within the Property, until acceptance of the dedication thereof pursuant to the applicable City ordinances or this Annexation Agreement. 16. Fiscal Impact Analysis. The fiscal impact analysis prepared by the City Budget, Debt and Grants Department was reviewed, accepted and approved by the City Planning Commission on November 10, 2005. The analysis includes revenue and cost assumptions related to the Annexation and development of the Property and it is hereby accepted and approved by the City as part of this Annexation Agreement. 17. Traffic Mitigation. A comprehensive traffic review and analysis of the surrounding properties and jurisdictions was performed by a traffic consultant, Horrocks Engineers, and additional analysis was performed by the City's consultant, Rosenthal and Associates (together referred to herein as the "Traffic Studies"). Any such mitigation measures (inclusive of the "Roadway Access Costs" (as defined below and contemplated under the Findings and Conditions, the "Traffic Mitigation Measures") shall be implemented in a manner consistent with the Findings and Conditions; provided that any costs or expenses shall be proportionately allocated among all affected persons and entities, including without limitation the City; and provided that neither the Petitioner nor its assigns shall be obligated to take or SaltLake-289043.6 0033566-00189 8 cause to be taken any such pleasures until such time as they shall be satisfied that the measures shall have been adequately specified, the costs (and the allocation) thereof determined, the persons and entities participating therein identified, and the payment of any such costs assured to the reasonable satisfaction of the City and the Petitioner (and, as specified in connection with any such assignment, its assigns). Subject to the Findings and Conditions, the parties anticipate that the Petitioner (or, as specified in connection with any such assignment, its assigns) shall incur the financial costs, except land acquisition costs, for the construction of a signalized intersection on State Road 248 and the connection of that intersection with a roadway to the Property, all as shown in the analysis of Horrocks Engineers. The total cost of any and all Traffic Mitigation Measures shall not exceed TEN MILLION AND N0/100 DOLLARS ($10,000,000), and the Petitioner's (or, as specified in connection with any such assignment, its assigns') proportionate share of the Traffic Mitigation Measures shall be between eleven percent (lI%) and twenty-one percent (21 %) and, further, shall be determined and documented as part of the MPD review and approval process. 18. Effective Date. This Annexation Agreement is effective as of the date the City Council adopts a resolution authorizing the execution of this Annexation Agreement and, further, the City provides notice of the adoption of such resolution to the parties to this Annexation Agreement. 19. Governing, Law: jurisdiction and Venue. The laws of the State of Utah shall govern this Annexation Agreement. Jurisdiction and venue are proper in Summit County. 20. Real Covenant, Equitable Servitude. This Annexation Agreement constitutes a real covenant and an equitable servitude on the Property. The terms of this Annexation Agreement touch and concern and both benefit and burden the Property. The benefits and burdens of this Annexation Agreement run with the land, and are intended to bind all successors in interest to any portion of the Property. This Annexation Agreement, a certified copy of the ordinance approving the Annexation (the "Annexation Ordinance"), and the Annexation Plat shall be recorded in the official real estate records of Summit County, Utah. 21. Assit4nment. Neither this Annexation Agreement nor any of the provisions, terms or conditions hereof may be assigned to any other party, individual or entity without assigning the rights as well as the responsibilities under this Annexation Agreement and without the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed. Any such request for assignment may be made by letter addressed to the City and the prior written consent of the City may also be evidenced by letter from the City to the Petitioner or its successors or assigns; provided that, notwithstanding the foregoing, the City hereby consents to the assignment of the rights and responsibilities, and the benefits, of this Annexation Agreement, in whole or in part, to Intermountain Healthcare (or any affiliate thereof) or to USSA, upon written notice to the City; and provided that, in connection with and to the extent specified in any such assignment, the Petitioner shall not have any further rights or responsibilities under this Annexation Agreement as and to the extent accruing from and after the date of any such assignment. 22. Compliance with the City Code. Notwithstanding Section 18 of this Annexation Agreement, from the time of the City Council (the "City Council") approves of this Annexation Agreement and upon completion of the Annexation, the Property shall be subject to compliance with any and all of the . City's Codes and Regulations pertaining to the Property. 23. Full Agreement. This Annexation Agreement, together with the recitals and exhibits attached to this Annexation Agreement (which are incorporated in and made a part of this Annexation Agreement by this reference), contains the full and complete agreement of the City and the Petitioner regarding the Annexation of the Property into the City. Only a written instrument signed by all parties hereto, or their successors or assigns, may amend this Annexation Agreement. 5altiake-289043.6 0033566-00189 24. No joint Venture, Partnership or Third Partv Rights. This Annexation Agreement does not create any joint venture, partnership, undertaking or business arrangement between the parties hereto. Except as otherwise specified herein, this Annexation Agreement, the rights and benefits under this Annexation Agreement, and the terms or conditions hereof, shall not inure to the benefit of any third party. 25. Vested Rights. Subject to the provisions of this Annexation Agreement, the Petitioner (or its assigns) shall have the right to use and develop the Intermountain Healthcare Property, the USSA Property or the remainder of the Property, as the case may be, in accordance with the uses, densities, intensities, and general configuration of development approved by these Findings and Conditions and, subject to the Findings and Conditions unless otherwise agreed by any affected parties, the Final MPD, subject to and in compliance with other applicable ordinances and regulations of the City. 26. Reserved Legislative Powers. The Petitioner acknowledges that the City is restricted in its authority to limit its police power by contract and that the limitations, reservations and exceptions set forth herein are intended to reserve to the City all of its police power that cannot be so limited, and the Petitioner shall ensure that each of its assigns is aware of such restriction in connection with any assignment of any rights or obligations hereunder. Notwithstanding the retained power of the City to enact such legislation under the police powers, such legislation shall only be applied to modify the Land Management Code and zoning Map of the City, as in existence on the date hereof, copies of which have been provided or otherwise made available by the City to the Petitioner, Intermountain Healthcare and USSA on or before the date hereof, and which are applicable to the Property under the terms of this Annexation Agreement based upon policies, facts and circumstances meeting the compelling, countervailing public interest exception to the vested rights doctrine in the State of Utah. Any such proposed legislative changes affecting the Property and terms and conditions of this Annexation Agreement applicable to the Property shall be of general application to all development activity in the City; and, unless the City declares an emergency, the Petitioner, Intermountain Healthcare and USSA (and their respective assigns) shall be entitled to the required notice and an opportunity to be heard with respect to the proposed change and its applicability to the Property under the compelling, countervailing public interest exception to the vested rights doctrine. 27. Severability. If any part or provision of this Annexation Agreement shall be determined to be unconstitutional, invalid or unenforceable by a court of competent jurisdiction, then such a decision shall not affect any other part or provision of this Annexation Agreement except that specific provision determined to be unconstitutional, invalid or unenforceable. If any condition, covenant or other provision of this Annexation Agreement shall be deemed invalid due its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. Notwithstanding the foregoing, given the interdependence of many of the provisions of this Annexation Agreement, this Section 26 shall only be applied to the extent the purpose and intent of this Annexation Agreement is not frustrated. 28. Quinn's ,junction Area Study. The City hereby confirms that the Property is located within the Quinn's Junction Area Study ("QJAS") and the findings and conclusions of the QJAS are consistent with the provisions of this Annexation Agreement and the Findings and Conditions. 5% IN WITNESS WHEREOF, the parties hereto have executed this Annexation Agreement as of the i day of �l�u` liz , 200f 7�- [signature pages follow] SaIt ake-289043.6 0033566-00189 10 PARK CITY MUNICIPAL CORPORATION By: Da a Wil lams, Mayor DATED this ff day of 200�. ATTEST: Ci 1 k Janet�cott, City Recorder DATED this I h � day of 'K�1) , 200F APPROVE S T A I ark Harringto ity Attomey DATED this day of ' 4,, , 2000? PETITIONER: Burbs, L. ., a Utah limited liability company y: V ghn Burbidge Title: Manager DATED his, day of 2006. Bui`bidge Title: M DATED this _ day of , 2006. SaltLake-289043.6 0033566-00189 11 ACKNOWLEDGEMENT AND CONSENT TO AGREEMENT By the execution hereof and as of the day of /0G�C�'l%J�l', 2006, the wzdersigned, hereby acknowledges and consents to the terms of this Annexation Agreement, with the understanding and agreement of the City, USSA and the Petitioner that (a) Intermountain Healthcare shall have the right to review and approve, in advance, any matters which affect any part or all of the Intermountain Healthcare Property and any adjacent property to be owned, used and/or developed by the undersigned, (b) Intermountain Healthcare shall not have any liability or obligation of any kind or nature under this Annexation Agreement except as and to the extent specified and agreed by Intermountain Healthcare in a partial assignment from the Petitioner of the Annexation Agreement (the "Assignment"), and (c) Intermountain Healthcare shall not have any obligation under the Assignment until the terms and conditions thereof shall have been agreed to by Intermountain Healthcare, the Petitioner and USSA. IHC HEALTH SERVICES, 71NCU.tab nonprofit corporation By:4. Name: n s 1 Title: %^44, 00,eC,` ew DATED this !�7 day of 4po6wr2006 ACKNOWLEDGEMENT CONSENT AND JOINDER TO AGREEMENT By the execution hereof and as of the _ day of , 2006, the undersigned, hereby acknowledges, consents to and joins in the terms of this Annexation Agreement, with the understanding and agreement of the City, USSA and the Petitioner that (a) USSA shall have the right to review and approve, in advance, any matters which affect any part or all of the USSA Property, (b) USSA shall not have any liability or obligation of any kind or nature under this Annexation Agreement except as and to the extent specified and agreed by USSA in a partial assignment from the Petitioner of the Annexation Agreement (the "Assignment"), and (c) USSA shall not have any obligation under the Assignment until the terms and conditions thereof shall have been agreed to by hitennountain Healthcare, the Petitioner and USSA. UNITED STATES SKI AND SNOWBOARD ASSOCIATION, a Utah nonprofit organization By: Name: Title: DATED this _ day of 12006 Exhibits: A) Findings and Conditions B) Annexation Plat C) Legal Descriptions D) Copy of MPD Application E) Road Design Plans F) Form, Terms and Amount of Financial Guarantee SaltLake-289043.6 0033566-00189 12 ACKNOWLEDGEMENT AND CONSENT TO AGREEMENT By the execution hereof and as of the _ day of , 2006, the undersigned, hereby acknowledges and consents to the terms of this Annexation Agreement, with the understanding and agreement of the City, USSA and the Petitioner that (a) Intermountain Healthcare shall have the right to review and approve, in advance, any matters which affect any part or all of the Intermountain Healthcare Property and any adjacent property to be owned, used and/or developed by the undersigned, (b) Intermountain Healthcare shall not have any liability or obligation of any kind or nature under this Annexation Agreement except as and to the extent specified and agreed by Intermountain Healthcare in a partial assignment from the Petitioner of the Annexation Agreement (the "Assignment"), and (c) Intermountain Healthcare shall not have any obligation under the Assignment until the terms and conditions thereof shall have been agreed to by Intermountain Healthcare, the Petitioner and USSA. IHC HEALTH SERVICES, INC., a Utah nonprofit corporation By:_ Name: Title: DATED this _ day of , 2006 ACKNOWLEDGEMENT CONSENT AND JOINDER TO AGREEMENT By the execution hereof and as of the _ day of , 2006, the undersigned, hereby acknowledges, consents to and joins in the terms of this Annexation Agreement, with the understanding and agreement of the City, USSA and the Petitioner that (a) USSA shall have the right to review and approve, in advance, any matters which affect any part or all of the USSA Property, (b) USSA shall not have any liability or obligation of any kind or nature under this Annexation Agreement except as and to the extent specified and agreed by USSA in a partial assignment from the Petitioner of the Annexation Agreement (the "Assignment"), and (c) USSA shall not have any obligation under the Assignment until the terms and conditions thereof shall have been agreed to by Intermountain Healthcare, the Petitioner and USSA. UNITED STATES SKI AND SNOWBOARD ASSOCIATION, a Utah nonprofit organization By:,w,: Name: A1ni::"► 1' Title: (-Fo DATED this 22_ day of Nt pc,,,Lo,, 2006 Exhibits: A) Findings and Conditions B) Annexation Plat C) Legal Descriptions D) Copy of MPD Application E) Road Design Plans F) Form, Terms and Amount of Financial Guarantee SaltLake-289043.6 0033566-00189 12 Exhibit A (Findings and Conditions) SaltLake-289043.6 0033566-00189 13 Intermountain Health care/USSA/Burbs Annexation Agreement Findings/Annexation Agreement Points4 1. Burbs, L.L.C. (the "Petitioner"), IHC Health Services, Inc. ("Intermountain Healthcare"), and the United States Ski and Snowboard Association ("USSA") filed an Annexation Petition on November 3, 2004. 2. The City Council of Park City Municipal Corporation (the "City Council") accepted the Annexation Petition on November 18, 2004. 3. The City Council established the Intermountain Healthcare/USSA/Petitioner Annexation Task Force on July 14, 2005 (Resolution No. 21-05) for purposes of formulating specific recommendations relating to the annexation's proposed zoning, land uses, affordable housing, transportation, and community economics/fiscal impacts. 4. On October 27, 2005, the Task Force forwarded a unanimous positive recommendation to the Planning Commission on a new zoning district to apply to the annexation area, the Community Transition District - Master Planned Development ("CT-MPD"), which includes specific provisions addressing affordable housing. 5. On November 10, 2005, the Task Force forwarded a unanimous positive recommendation to the Planning Commission on the economic impact/fiscal analysis relating to the Annexation. 6. On December 8, 2005, the Task Force forwarded a unanimous positive recommendation to the Planning Commission on traffic and transportation impacts and miti11 gation. 7. The Property subject to the Annexation Petition (the "Annexation Property") is currently vacant, 157 acres in size, and located in unincorporated Summit County, Utah, at the northwest corner of the State Road 248/Highway 40 interchange. 8. The Annexation Property currently is zoned in Summit County Developable Lands (DL), with a base density of 1 unit/20 acres and 1 unit/40 acres (depending on the extent of any environmentally sensitive lands, which need to be managed or preserved in compliance with any applicable laws, rules and regulations, including without limitation the City's Sensitive Lands Overlay code. 9. The Annexation Property is to be zoned, as shown on the attached Annexation Plat, Community Transition District -Master Planned Development ("CT-MPD"). The CT-MPD has a base density of 1 unit/20 acres. The Community Transition District permits density bonuses up to a maximum of 3 units/acre provided specific standards are met relating to open space, Frontage Protection Zone (FPZ) setbacks, parking, affordable housing, and public land/facilities. 10. The land uses proposed on the Annexation Property include a community hospital/medical facility; support medical offices; public/quasi-public and institutional uses; United States Ski and Snowboard (USSA) headquarters and sports training complex; public recreation uses; affordable/employee housing; and open space. 11. The MPD shall substantially comply with the Annexation Plat. The proposed total density at build -out for the Annexation area is 535,000 square feet (gross), equates to 2.64 units/acre and consists of the following: Intermountain Healthcare Hospital: 300,000 square feet (180 Unit Equivalents) 'Except as otherwise defined herein, capitalized terms shall be as defined in the Annexation Agreement. SaltLake-289043.6 0033566-00189 14 United States Ski and Snowboard Offices and TrainingCenter: Support Medical Office: 85,000 square feet (85 Unit Equivalents) 150,000 square feet (150 Unit Equivalents) 12. The City has agreed that up to 50,000 square feet of the total Support Medical Office area may be developed within, and in addition to, the 300,000 square foot hospital. The City identified a public policy preference that up to 50,000 square feet of the Support Medical Office area should primarily be utilized for public/quasi-public and other institutional uses reasonably related to the Support Medical Office area, including without limitation, athletic national governing body offices, non-profit community wellness facilities, and/or education uses. A specific allocation of such uses shall be determined and agreed to by the Petitioner (or its assigns) and the City as part of the MPD review and approval process. 13. The Petitioner has previously notified the United States Ski and Snowboard Association (USSA) that the Petitioner desires to donate five (5) acres of the Property (the "USSA Property") to USSA for the purposes of developing an 85,000 square foot athletic national governing body (NGB) and training complex. Land uses within the USSA Property are limited to USSA administrative, athlete training, and/or other national governing body uses, with deed restrictions to that effect to be recorded against such property. Subject to any such deed restrictions, the City shall have the right of first refusal to purchase the USSA Property and facilities in the event that, as an authorized assignee of the Petitioner, USSA sells and/or relocates from such property. In addition to the deed restrictions, any change of use will require approval of an amended Master Planned Development and Conditional Use Permit. Further, any uses other than athletic national governing body office/training facilities, public/quasi-public, institutional, and/or recreation uses will require employee/affordable housing mitigation conforming to the Affordable Housing Guidelines and Standards Resolution in effect at the time of application. 14. The Property is subject to the Employee/Affordable Housing requirements of the Affordable Housing Guidelines and Standards Resolution 17-99, as amended. The base employee/affordable housing requirement for development associated with the Intermountain Healthcare hospital (300,000 square feet) is 44.78 Affordable Unit Equivalents. The base employee/affordable housing requirement for development associated with USSA (85,000 square feet) is 10.71 Affordable Unit Equivalents. The base employee/affordable housing requirement for development associated with the Support Medical Office (150,000 square feet) is 34.98 Affordable Unit Equivalents. The total Affordable Unit Equivalents required for the Property is 90.47. Intermountain Healthcare, as an authorized assignee of the Petitioner, shall be entitled to, and has received, a reduction of 27.49 Affordable Unit Equivalents for the hospital portion of the development of the Intermountain Healthcare Property, in recognition of the non- commercial, non-residential nature of the hospital portion of the development. One Affordable Unit Equivalent equals 800 square feet. 15. The City agrees that a deferral of the required 10.71 Affordable Unit Equivalents of employee/affordable housing for the USSA Property will be granted to USSA in consideration of, as previously agreed to by the Petitioner, the donation by the Petitioner of five (5) acres of the Property to USSA, as a community -based nonprofit organization, upon which USSA intends to construct its facilities. This deferral is contingent upon the continued ownership and occupancy of the facility by USSA or another community -based nonprofit organization approved by the City. Any change in use to a non - community -based nonprofit organization may require USSA to meet the deferred employee/affordable housing requirements. In addition, any change in use or redevelopment of the USSA Property that creates additional presumed "employee generation" on the USSA Property (as contemplated under the Affordable Housing Guidelines and Resolution 10-06) may require an employee/affordable housing contribution to address that increment of presumed employee generation. SaltLake-289043.6 0033566-00189 15 16. The City agrees that the 44.78 Affordable Unit Equivalent requirement associated with the �awIntermountain Healthcare hospital (300,000 square feet) shall be satisfied by, as previously agreed to by the Petitioner, the donation by the Petitioner of a five (5) acre parcel of the Property to the City and the other terms and conditions of Section I 1 of the Annexation Agreement, in any case, shall conform to the Affordable Housing Guidelines and Standards Resolution 17-99, as amended. Further, with the City's approval, as part of the MPD review process or otherwise, additional Affordable Unit Equivalents may be included in the five (5) acre parcel and shall be applied toward the 34.98 Affordable Unit Equivalents associated with the Support Medical Office. 17. In addition to the five (5) acre donation referenced in Section 11 of the Annexation Agreement and Section 16 herein above, the Petitioner has previously notified the City that the Petitioner desires to and will donate a separate, additional fifteen (15) acres of the Annexation Property to the City for public recreation and open spaces purposes (the "City Recreation/Open Space Parcel"). 18. On December 8, 2005, the Task Force forwarded a unanimous recommendation to the Planning Commission on traffic and transportation mitigation. The Task Force recommendation is based, in part, on an access study provided by the Petitioner's traffic consultants--Horrocks Engineers (dated November 6, 2005) and additional analysis prepared by the City consultant, Rosenthal and Associates (dated November 7, 2005). It was the Task Force recommendation that it is reasonable for all developers within the City Annexation boundary to pay for or otherwise offset their share of costs (to the City) of all roadway and other necessary traffic mitigation improvements. The Task Force detennined that the proposed medical campus, offices, and athletic training complex require access to SR248 intersection improvements. The current design and anticipated traffic generation from the City recreation and ice rink complex does not warrant a signalized intersection. 19. Except as otherwise specified in the Annexation Agreement, the Petitioner (or, as specified in connection with any such assignment, its assigns) will be responsible for providing all necessary access to the property from SR 248 and all necessary intersection improvements including, but not limited to, one (1) signalized intersection at SR 248. The Petitioner (or, as specified in connection with any such assignment, its assigns) will be responsible for all coordination and costs associated with providing access to the Property, other than land acquisition costs for the Main Access Roadway and Secondary Access Easement (the "Roadway Access Costs"), as required in the Subdivision Chapter of the LMC Sections 15- 7.2 & 15-7.3, including the Traffic Mitigation Measures, all of which shall be determined and agreed to as part of the MPD review and approval process. The total cost of the Traffic Mitigation Measures shall not exceed TEN MILLION AND NO/100 DOLLARS ($10,000,000) and the Petitioner's (or, as specified in connection with any such assignment, its assigns) proportionate share shall be between eleven percent (11%) and twenty-one percent (21%). To the extent the Property is adjacent to a frontage road to Silver Summit, the Petitioner (or, as specified in connection with any such assignment, its assigns) shall cooperate with the City in the dedication of a nonexclusive right-of-way over and across the Property to access such frontage road. 20. The Petitioner (or, as specified in connection with any such assignment, its assigns) will proportionally share in the cost for future necessary road improvements to SR 248, as and to the extent specified and agreed by the Petitioner or any affected parties from time to time. In addition to the cost of any Traffic Mitigation Measures, the City agrees to apply the costs associated with installing the traffic signal at the future Annexation Property access/SR 248 intersection towards the proportional share of future overall SR 248 improvements. 21. The Petitioner (or, as specified in connection with any such assignment, its assigns), in addition to the other reimbursement, credit or contribution rights, reserves the right to develop a latecomers agreement or take or cause to be taken such other actions as may be necessary or appropriate to recover and/or ensure reimbursement for any costs incurred by in connection with the Traffic Mitigation Measures, the Main Access Roadway, the Secondary Access Easement, the Roadway Access Costs, as well as the cost of any SaltLake-289043.6 0033566-00189 16 water impact fees and any water connection fees, and, further (as confirmed by the City's execution of the Annexation Agreement), any obligation of the Petitioner (or, as specified in connection with any such assignment, its assigns) in this regard shall be subject thereto. 22. The City has agreed to consider other potential cost -sharing traffic and transportation mitigation strategies which may include, but are not limited to the development of additional employee/affordable housing linked to the community transit system; physical improvements such as, but not limited to a transit hub, park and ride lot, and van/shuttle programs; and/or employee traffic/transit programs, adjusted shift times and ridesharing incentives, without any obligation, cost or otherwise, to the Petitioner (or its assigns). 23. The Petitioner, Intermountain Healthcare, USSA, and the City have agreed that, as contemplated hereunder, final approval of detailed traffic and transportation mitigation and any cost sharing for road/highway improvements shall be agreed to by the affected parties and approved through a technical report approved by the Planning Commission and the City Council as a part of the MPD review and approval process. 24. The Planning Commission held a public hearing on the Annexation Agreement on May 10, 2006. 25. The City, the Petitioner and any affected parties, including Intermountain Healthcare and USSA, shall and hereby acknowledge and agree that, except as may be otherwise specified in the Annexation Agreement with respect to the Annexation, the vested uses, densities, intensities, and general configuration of development approved in the Annexation, the Annexation Agreement and these Findings and Conditions, the Water Rights, the Main Access Roadway and the Secondary Access Easement, the Annexation, the Annexation Agreement and the obligations of the Petitioner (and its successors or assigns) hereunder are subject to, all as acceptable to the parties in their respective, reasonable discretion, confirmation, determination and agreement of the parties with respect to the Final MPD and Subdivision Plat; any necessary Development Agreements for each parcel of the Property; Construction Mitigation; Landscaping Plans; Lighting; and Related Access, Development and Use Matters. Saltlake-289043.6 0033566-00189 17 Exhibit B (Copy of Annexation Plat) SaltLake-289043.6 0033566-00189 18 G� li i �r PARK CITY MUNICIPAL CORP. 1 fi z = ' mr— —� Q ' i r i . 1 U.r► � i i i i / I I / I/ 1� P I I I I I 11 �I I I i I I I I Exhibit B - Annexation Map Exhibit C (Legal Description of the Property) Property located in Summit County, Utah, particularly described as follows: PARCEL NO. 1: A parcel of land located in Section 35, Township 1 South, Range 4 East, Salt Lake Base and Meridian, described as follows: BEGINNING at the Southwest Corner of Section 35, Township 1 South, Range 4 East, Salt Lake Base and Meridian, and running thence along the West line of Section 35 North 00013'59" East 5086.08 feet to a point on the Westerly Right of Way line of US Highway 40 and on a 23138.31 foot radius curve to the left, of which the radius point bears North 64°40' 12" East; thence along the Westerly Right of Way line of US 40 the following six (6) courses: 1) along the arc of said curve 2055.08 feet through a central angle of 05°05'20"; thence 2) South 30°25'08" East 2393.67 feet to a point on a 1025.92 foot radius non -tangent curve to the right, of which the radius point bears South 63°24'52" West; thence 3) along the arc of said curve 328.80 feet through a central - angle of 18'21'46"; thence 4) South 00°10' 18" West 54?.99 feet; thence 5) South 11'42,'39" East 93.75 feet; thence 6) South 45'02' 16" West 361.62 feet to -a p6int on the South line of Section 35; thence along the South line of Section 35 North 89°53'00" West 2048.43 feet to the point of beginning. LCO_ 4 PARCEL NO. 2: PARCEL A: A 100 foot wide, more or less, parcel of land contiguous to an expressway known as Project No. 019 (U.S. Hwy-40) and located in the NEI/4NE1/4 of Section 34, Township 1 South, Range 4 East, Sait Lake Base and Meridian. The boundaries of said parcel of land are described as follows: BEGINNING at a point of intersection of the North line of Section 34, Township 1 South, Range 4 East, Salt Lake Base and Meridian, and the Westerly Right of Way line of said Highway U.S. 40 that is North 89°39'00" West 44.88 feet along the North line of said Section 34 from the Northeast Corner of said Section 34; and running thence North 89°39'00" West 110.38 feet along said North line of said Section 34 to a point on a 23178.31 foot radius curve to the left (center bears North 65°21'40" East); thence Southeasterly along the arc of said curve 363.27 feet through a central angle of 00°53'53" to a point on the East line of said Section 34; thence North 00°13'57" East 232.20 feet along said East line of said Section 34 to point on said Westerly Right of Way line of said Highway U.S. 40, said point also being on a 23078.31 foot radius curve to the right (center bears North 64°58'56" East); thence Northwesterly along the arc of said curve 105.96 feet through a central angle 00'15'47", more or less, along said Westerly Right of Way line of said Highway U.S. 40 to point of beginning. Tax Parcel No. SS-65-A-4 PARCEL B: SaITLake-289043.6 0033566-00189 19 A perpetual Easement and Right of Way being described as follows: BEGINNING at a point of intersection of the North line of Section 2, Township 2 South, Range 4 East, Salt Lake Base and Meridian, and the Northwesterly Right of Way line of Highway U 248 and running thence South 45°02'17" West 202.91 feet, more or less; thence South 25041'05" West 82.60 feet, more or less; thence North 53°00'00" West 361.94 feet, more or less, to a point on said North line of Section 2; thence East 468.43 feet, more or less, along said North line to the point of beginning. Tax Parcel No. SS-65-A-4 PARCEL C: A perpetual Easement and Right of Way being described as follows: BEGINNING in the North line of said Section 2 at a point 2048.43 feet South 89°53'00" East from the Northwest Corner of said Section 2; thence South 45'02' 17" West 202.91 feet to a point 80 feet radially distant Northwesterly from the center line of said access road known as "H" Line at Engineer Station 34+55.84; thence South 25°41'05" West 382.42 feet; thence South 21°43'39" West 203.44 feet; thence South 75°00'00" East 146.13 feet; thence North 17042'46" East 274.91 feet; thence North 28°04'06" East 200 feet; thence North 37037'06" East 115.81 feet; thence North 42°52' 13" East 57.93 feet; thence North 46°13'24" East 205.10 feet to said North line; thence West (North 89°53'00" West Highway bearing) 192.46 feet along said North line to the - point of beginning. Tax Parcel No. SS-65-A-4 SaitLake-289043.E 0033566-00189 20 Exhibit D (Copy of MPD Application) SaltLake-289043.E 0033566-00189 21 NOV-24-2004 WED 12:07 PM HEBER VALLEY MED CNTR FAX NO. 4356542576 • W. Park City Municipal Corpolatloll 445 Mersac Avenue • PO Sox 1480 ■ Park City U'r 84000 • (�I iG) 615-506D • (435) 615.4Do6-r4jx • w%w.parkGly.org MASTER PLANNED DEVELOPMENT PLANNING COMMISSION Approved Denied 1, PROJECT INFORMATION APPLICATION # RECCIPT # PATE RECEIVED Name: IaC Summic Community Medl.cal (!,impus Address/Location: ul,nia's Junction,_N01:0west Corner of tha intersection of State Highway 248 .ind US 40 Legal Description: Tax ID Please sou Sheatm 51 & WSS-65 A-4 Subdivision & Lot #, or Survey, Lot & 61ock f -" II. APPLICANT Please check one of the following: —owner ,': optionee _ buyer ^ agent other Name: T1IC F1CIE„•:,1 Tnr Mailing Address; 36 Sou Ell State street: _ Salt Lakc Ciey, UT Shill Phone#: (435)657-4370; Fax#: (435)654--2576 E-mail livrprobs@ihc.com If you have any questions regarding the requirements on this application please contact a member of the Park City Planning staff (435) 615-506o. NOV-24-2004 WED 12:07 PM HEBER VALLEY MED CNTR FAX N0. 4356542576 P. 03 III. SUBMITTAL REQ61REMENTS: 1. Completed and signed application form A 2. Review fees — see Fee Schedule in Manning Department 3. Two (2) complete sets of all plans incltidiing an area map, with the project location, existing vegetation, service providers identified and a slope analysis. 4. One (1) set of reduced plans (8'/2" x 11") 5. Current Title Report (not older than 30 flays) 6. Copies of any previous agreements between the City and the property owners or between the property owners and a third paity. 7. The applicant should be aware that Me,, e cony be a request to provide presentation material for Planning Gonrrnission meetings. The presentation material may, or mhy not, include the k Blowing: 20' x 30" presentation boards elevations andlor perspectives location map 8%" x 11" overheads of materials; outlined above view analysis massing models photographsJgraphic illustrations S. Stamped, addressed envelopes for property owners within 300 feet. a. Envelopes (addressed to property owners as described above) with mailing labels and stamps affixed (we do riot accept metered envelopes). Please do not include a return address on the er�velr)pe. b. List of property owners, names and niddresses as described above. The distance is measur©d from the property line, not the location of the request. Please provide the Summit County Asscssor's Parcel Number for each property owner if possible ' Sample Envelope No return address tii>~ JOFIN [)Of-.'. PO BOX 2002 PARK (I'lY UT 84060 2 M NOV-24-2004 WED 12:08 PM HEBER VALLEY MED CNTR FAX NO. 4356542576 P. 04 IV. MASTER PLANNED DEVELOPMENT PACT SHEET PROJECT DESCRIPTION 1. On a separate sheet of paper, give a general description of the proposal and attach it to the application. Provide a writteri statninent describing the request and any other information pertaining to the proposwi project. 2, Existing Zoning DL in 5umm].l CuunLV; CC/MPD when annexed into City 3. Is project within Sensitive Lands Overlay Iona? W yes C no 4, Current use of property: vacant rand 5. Total project area: acres 52:` square feet 2,265, 120 6. Number of unit equivalents: allowed 450 proposed 450 (inclusive of (See Title 15, LMC; Master planned_ ii.cvolopment, Chapter e) ���mon areas) 7. Number and configuration of residential iir,its Existing„_. o Proposed 0 8. Commercial area: 450,000 _ (gross floor aroa) Unknown .u[_1jLl:i_tima (net leasable area) 9. Type(s) of business aciivity: Iloap.ticMedical Clinic- Support Commercial. 10. Number of parking spices requirod: proposed ; to be determined) (see Title 15 LMC, Off -Street Parking, Chapter 3) 11.Project accessed by (check one) C'Ypublic road `0 private road I I private driveway 12, Ownership type (check.one) tl owner occupied 0 lease U niglidy rental 13. Water service availability: (check one) D existing-tgrequires extension of city service 14. Is this project part of art existing approval QvIPD, subdivision, etc.)? 1.1 yes IR no 15. Are there any previous agreements between the City and property owners ar between the property owners and n thli-d party? ii yes Ono .liurbs, LLC with IuC Uoepitalc, Inc. NOV-24-2004 WED 12:08 PM HEBER VALLEY HED CNTR FAX NO, 4356542576 P. 05 V. ACKNOWLEDGMENT OF RESPONSIBILITY This is to certify that I am making an application for tho described action by tho City and that I am responsible for complying with all City requirements with regard to this request. This application should be processed in my name and f am a party whom lfui C'Ity : hould contact regerdlnQ any matter pertaining to this application. I have read and understood thQ instructions supplied by Pnric City for processing this application. The documents and/or information I* have submitted are lI I7n and correct to the best of my knowledge. I understand that my application is not deemed o01I)IJI ran LIVIVI a Project Planner has review the application and Iws notified me that It has been deemed compietr.. I will keep myself informed of the deadlines for subntis,:ion of material and the progress of this application. I understand that a. staff report will be male nvailable for my review the woek prior to any public hearings or public meetings. This report will tw on No and available at the Planning Department In the Marsac Building. I further understand that additional fees may be charomi IUr Ute Cily's review of the proposal. Any addiUonal analysis required would be processed througn the City's consultants with an estimate of time/oxpenso provided prior to an authorization with Ihn sltldy. Signature of Applicant: _�- Name of Applicant (please print) 111C; liN :pitals, Inc.. Mailing Address Phona E-mail Type of Application _ 36 fioutli State Stroet, SLC, UT 84111 (439) 657-4370 ttvzprobs.0, ihc.com Fax_ .L435Z65 -216 Mister Planner] D.uvelopment AFFIRMATION OF SUFFICIENT INTEREST I hereby affirm that I am the fee ditie owner of the below :icscribecl property or that 1 havo written authorization from the owner to pursue die described ;rlion. Name of Applicant (please print) BURRS Lill, Mailing Address _P. 0. �rr•C U5.71, ST.C. ITTb5 Street Address/Legal Description of Subject Proper ly: See Shoets S1 S :S2 Signature Date November 1, 2004 1. If you are, not the foe owner; o ' enothor copy or Ihir, ruins Mint nns been completed by the fee owner, or a copy of your outhorizalion to pursue t s action. 2. If r1 corporation is foe lilletwldor, attach copy of the rosoliilluri of 1ho Board of Diroctors authorizing this action. 3. If a Joint venture or parinorshlp is iho fee owner, nttac.I1; cu,)y of rigreemont aull,orizing this action on behalf of tho joint voniure or partnership. Ploase Note: This affirmation is not submitted in lieu or aurfick- nt lalc ovidence. You will be required to submit a title opinion, col6fioato of tillo, or title In4timme policy showing your liderent In tho property prior to fined action. I �' EXHIBIT "F" tapmKiTT-JAI � 978 East Woodoak Lane, Salt Lake City, Utah 84117; phone (801) 747-7000; fax (801) 747-7090 November 27, 2006 Via First Class Mail Park City Municipal Corporation P.O. Box 1480 Park City, UT 84060 RE: Park City Affordable Housing Bond To Whom It May Concern: Ivory Homes, Ltd. will cause a performance bond to be issued for the affordable housing requirement under the Annexation Agreement in the amount of $626,920.00 by Wells Fargo Bank. The performance bond will be issued in conjunction with the Annexation Agreement becoming affective and not later than the closing of the Real Estate Acquisition Agreement between Petitioner and IHC Health Services, Inc. Sincerely, Glenn Girsberger cc: David Burbidge Richard Burbidge Vaughn Burbidge Chris Gamvroulas Clark Ivory Dave Wolfgramm October 12 2006 IHC Water Cost Calculation The idea is that PCMC would agree to provide culinary water to IHC from PCMC's existing sources. PCMC would charge a total water impact fee based on PCMC's cost to replace that water with Weber Basin Water Conservancy District (WBWCD) water to be delivered through the Snyderville Importation Project and treated by PCMC. The total water impact fee would be $16,000 per ERU, calculated as follows (numbers are based on engineer's estimates and rounded up): Total Capital Costs for the pipeline project: $14,743,000 59 acre feet IHC Demand 2,500 acre feet total project 2.36% of total project size 2.36% X Total Capital Cost of $14,743,000 $347,935 WBWCD Share Cost (assumes $150/share X 59 ac ft X 3% annual increase over 50 year project life) $227,708 Added to IHC's capital cost contribution of $347,935 $575,643 Water Treatment Cost (Assuming 3,000 gpm (4.3M gpd) capacity; and excluding land acquisition costs) $8,000,000 1HC Peak D�d 2.36% Total Treatment Capacity of 4.3M gpd 2.36% X Water Treatment Cost $188,800 Added to IHC's capital cost contribution and WBWCD Share Cost $764,443 $764 443 IHC's Demand of 63.455 ERU's*** (Equals the Water Development Impact Fee) $12,049 Add Water Connection Impact Fee $3834 Total Water Impact Fee per ERU $15,893 *** ERU's were determined by dividing IHC's Peak Day Demand of 101,528 gpd by 1,600 gpd, which is the amount of water provided per ERU.