Rockdrill | Design Concept by Bryan Pendz

REQUEST FOR PROPOSAL DECEMBER 18, 2014 URBAN VILLAGES

INTRODUCTION It is my absolute pleasure to present the Urban Villages proposal to Chipotle Mexican Grill for the development of your new corporate headquarters. I have spent the last 30+ years doing things differently. The built environment has a real and meaningful impact on the way we live our lives – and on the way we interact and experience the natural environment. Biophilic Design is relatively new to the mainstream, but the concept has been around for a long time. We are inherently drawn to nature. We thrive when surrounded by natural woods and stones, when we breathe fresh air, when we experience the bounty of the soil, and when water is abundant and pure. We think better. We feel better. We interact with others better. And we perform better. Biophilic Design provides a framework to better understand what we already know – that the built environment is at its best when it blends seamlessly with the natural environment. We create places that endure, inspire, and connect. This proposal presents three sites that represent three very different opportunities for the Chipotle Urban Campus. There are many other properties that may work well but we believe these three provide the greatest opportunity to achieve your goals of an urban campus with close proximity to downtown and DIA, with Biophilic elements and on-site renewable energy production, and with a vibrant and active environment that supports and reinforces your company culture and brand. Each site is truly unique in the Denver market. City Hall is located on the Urban Edge of LoDo, with Cherry Creek running through its center and Larimer Square and Speer Boulevard framing its borders. Rock Drill is on the edge of the up and coming River North Art District, with incredible historic structures and immediate access to both downtown Denver and DIA. And Market Street is in the crosshairs of the Central Business District and LoDo, with an entire city block available for urban infill. While fewer urban sites are available in today’s booming market, these three properties are truly special and each provide opportunities for Chipotle to build and reinforce your brands, to improve employee productivity and happiness, and to serve your corporate needs for today and long into the future. My goal is to build you a truly spectacular Net Zero urban campus, with Biophilic features throughout, at a competitive market price. We are fully transparent in all of our partnerships and will handle this project with the same open book. This is not about maximizing profits at the expense of quality and relationships. This is about stewardship development – delivering lasting value and strong returns by investing for the long term and integrating sustainable, land-based business like renewable energy, real estate, and agriculture with ecological restoration and conservation.

Grant McCargo

PROJECT GOALS

LOCATION

DESIGN

The Chipotle Urban Campus will be designed and built to meet your needs today while providing sufficient flexibility to cater to your unknown requirements in the future. It will be centrally located with immediate access to mass transit, vehicular corridors, and bike/pedestrian connectivity. It will provide an efficient workspace that will encourage open communication, creative expression, and elevated performance catered to each specific department. Your new corporate home will support your company culture while reinforcing public perception of your brand. It will thrive with activity through the establishment and cultivation of a sense of place.

Central to City Core

Timeless Design

Expansion Flexibility

High Efficiency Workplace

Proximity to Mass Transit

Natural Light

Proximity to Green Space

Architectural Relevancy

Large Floorplates

Biophilic Focus

Select the right location for today and generations to come.

Design to maximize effeciency, happiness, and stewardship

The Chipotle Urban Campus will generate more energy than it consumes. It will include all feasible energy production and conservation methods available today. The design will embrace Biophilic elements throughout the project. The landscaping will be sustainable and regenerative. Water will be conserved and filtered on site. And food will be grown on the roofs, in vertical greenhouses, and on a fully sustainable offsite farm. It will breathe, live, and age gracefully. The Chipotle Urban Campus will prove that stewardship development does not have to be cost prohibitive. The entire project will be collaborative with your team playing a key role in all decisions. Transparency will lead all financial assessments. And it will economically thrive for generations. It will tell a story. It will be trend-setting. It will be you.

BRANDING

FINANCIAL

GREEN

Signage Opportunities

Transparency

Net Zero Energy

Retail Vibrancy

Quality Construction

Regenerative Landscaping

Embracing Community

Cost Savings Review

Use of Recycled Materials

Public Space

Unique Product & Location

Water Conservation and Filtration

Storrytelling Opportunity

High Efficiency Mechanical

Food Production

Create a forum to cultivate company culture and reinforce corporate branding

Develop and maintain a financially thriving project with multigenerational viability

Achieve optimal efficiency and conservation through market-leading approach

THREE POTENTIAL LOCATIONS There are a number of potential sites in a variety of settings that could accommodate the Chipotle Urban Campus. Our goal is not to sell you on any single site, but to help you explore the available options so you can select the location that best suites your needs and desires moving forward. We have identified three sites that we feel best align with your goals for your new corporate headquarters. Each site is unique and offers different opportunities to meet your needs. The City Hall site bridges the Cherry Creek and celebrates its proximity to Larimer Square. The Rock Drill site provides an open campus environment, blending new and existing historic buildings. The Market Street site provides a full city block in the heart of LoDo, embracing the vibrancy of the 16th Street Mall. All three sites are truly special and each can accommodate current and future space requirements for Chipotle.

CITY HALL The City Hall site, while being strategically located at the interface of the Downtown Core and LoDo, has a strong connection to nature by virtue of the Cherry Creek that runs through the center of the property. The location has immediate access to multi modal transportation, to culture, retail and dining, and to the academic core of the Auraria Campus. Being at the southern edge of LoDo, it is assured mountain views in perpetuity. It is a high visibility location along Speer Boulevard as an Urban Edge and is a vehicular entry point into LoDo. This property was the location of the original Denver City Hall and is immediately adjacent to the iconic and celebrated Larimer Square.

ROCK DRILL The Rock Drill site celebrates an eclectic collection of historic industrial warehouse and manufacturing buildings in the RiNo (River North) Arts District. Located just northeast of downtown Denver, RiNo is the most up and coming neighborhood in Denver with a remarkable concentration of creative businesses. The East Rail Line from Denver’s Union Station to DIA is adjacent to the Rock Drill site, with the 38th and Blake Station within a five minute walk. This one of a kind site is comprised of 9 acres of existing historic buildings with ample open space accessible from all buildings, creating a campus of interconnecting spaces.

MARKET STREET The Market Street site represents one of downtown Denver’s prime development opportunities. Made possible by RTD’s relocation of the underground bus terminal to Union Station, this property consists of an entire city block at the interface of the Central Business District and Lower Downtown. The site is bounded on all sides by downtown’s major transportation spines and is located on the 16th Street Mall. Two blocks from Denver’s burgeoning Union Station Neighborhood, the site’s connectivity reaches beyond the local, with the completion of the hubs of the region’s light rail system to all parts of the metro area, culminating in the 2016 arrival of DIA Light Rail.

CITY HALL The City Hall site is truly irreplaceable. This unique location is the only development opportunity in the city core with building sites on both sides of Cherry Creek. This one of a kind attribute infiltrates Biophilic design directly through its center while inviting the public to continue celebrating this urban element of nature. Speer Boulevard runs directly to the south of the site, providing unrivaled branding opportunities and easy vehicular access in and out of the property. Larimer Square, Denverâ&#x20AC;&#x2122;s most iconic and celebrated historic retail destination, sits directly to the north and provides an immediate sense of place. The layout and design of the southernmost parcel provides adequate square footage to accommodate Chipotleâ&#x20AC;&#x2122;s corporate needs as a single occupant, while the northwest building provides ample expansion opportunities as your company grows.

Sports Authority Feild at Mile High

The City Hall site anchors the southern edge of the Lower Downtown Historic District and provides a high visibility prominent presence on Speer Boulevard. The integration of the Cherry Creek greenway provides first-hand immersion in Biophilic Design.

Pepsi Center

Elitch Gardens

SITE MAP

Lightrail Line

16th Street Mall

Colorado Convention Center

The Denver Performing Arts Complex

Larimer Square

Auraria Campus

3 min

Union Station

LoDo Shops & Restaurants

Museum of Contemporary Art

y v u

CITY HALL Cherry Creek u Cherry Creek runs directly through the center of the City Hall site, providing an unmatched opportunity to incorporate Biophilic elements into the campus design. The Creek provides a “Living Lung” running through the property that is experienced at every turn within the project. The planning and architecture is envisioned to respond to the Creek, by providing physical, aural, visual, and haptic connections to this natural element. The design vision proposes a direct bicycle and pedestrian access from the Creek, supporting the multi-modal opportunity to this site. The Creek is also part of the overall sustainability strategy, by providing indirect evaporative cooling, cross ventilation opportunity, and potentially a demonstration of the buildings’ storm water cycle.

Speer Boulevard v The site’s immediate adjacency to Speer Boulevard provides unrivaled vehicular access and prominent signage and branding opportunities. This major 1.1-mile diagonal transit way symbolizes and commemorates the City Beautiful movement in Denver and is one of the most widely utilized thoroughfares in the city. Larimer Square w Larimer Square is the most iconic and celebrated retail/dining district in Denver. The site’s immediate adjacency to this retail hub provides an instant opportunity for “place making.” The site’s programming responds to Larimer Square by providing retail along the Larimer and 14th Street edges, and activates the “alley life” x currently being planned in the Larimer/Market Block alley, by continuing the alley into the site, facing it with retail and Campus entries, extending it across the Creek and terminating it at the main Campus entry plaza along Speer. Original City Hall y This site is aptly named after the original Denver City Hall, once located at the 14th and Larimer corner of this property. The remarkable historic structure was built in 1883 and razed in 1936. This property provides an opportunity to pay homage to its incredible history by designing a modern expression of the once prominent government building.

Solar Canopy: Power + Shading

Building Form: Maximizes relationship with nature in urban setting

Promote Use of Communicating Stairs

Living Lung: Cherry Creek provides natural evaporative cooling

Vertical Greenhouse

PV Integrated Solar Shades

Operable Windows: Fresh Air, Cross Ventilation

Green Roof

Walk to ActivatedLarimer Alley

Vegetation ‘Green Screen’

Roof Garden: Food Produciton

BioDigester Walk to Larimer Street Amenities

GREEN DESIGN The massing of the campus takes advantage of its solar access, by placing the tallest portions to the north, providing roof terraces for the Urban Farm on sunny South facing roofs. The South face of the tower, and the roof terrace on the 6 story building are draped and shaded by a solar canopy--that collects and shades the tower and roof gardens. The Architecture on the West side of the Creek assumes a more clearly contemporary expression, animated by articulated stairs, balconies, and vertical greenhouse and a “green screen” for the above-grade parking.

Daylit Interior Spaces

Access to Cherry Creek Greenway Trail

Interior Living Walls

Chipotle Campus (Phase 1): 210,000 SF on 11 Floors

Chipotle Campus (Phase 2): 67,000 SF on 6 Floors

Parking: +/-278 Spaces at 1.0/1000 SF on 4 Levels Parking +/-80 Spaces at 1.0/1000 SF on 1 Level

FLOOR PLAN DIAGRAM The siteâ&#x20AC;&#x2122;s geometry provides an opportunity for a phased occupation of the Chipotle Urban Campus.. The City Hall building is envisioned as perhaps a boutique Hotel, with full retail along 14th Street and at the Larimer Street corner. The planning is shaped by urban connections to the Creek and the activated Larimer alley. Underground parking is limited in depth due to adjacency to the Creek, and requisite waterproofing.

Retail/Other: 64,000 SF on 5 Floors

ROCK DRILL The Rock Drill site is unexpected, yet harmonious. Located at the northern edge of the River North Art District (“RiNo”), this historic campus is just steps away from the brand new 38th & Blake Light Rail station on the East Rail Line running from Union Station to Denver International Airport. The proximity to this new transit line will provide immediate and timely access to both the city and the airport, as well as providing strong branding and signage opportunities for the campus. This 9-acre site contains a number of historic buildings built in the 1920’s that will be blended with new construction and large open spaces. The size and layout of this property will allow Biophilic Design to play a key role in the overarching design of the public and private spaces. The layout and design of this site provides large open floorplates and sufficient square footage across both historic and new construction for Chipotle’s corporate needs. Development of this site can also be easily phased which will avoid sub-leasing and shared office use and will provide ample expansion opportunities.

Transit Parking

Light Rail Station

Future â&#x20AC;&#x2DC;Gateway to Denverâ&#x20AC;&#x2122;

Creative Industry

Brewery

The Source

SITE MAP The adjacency to the rail line and the 38th & Blake station provides high visibility and connectivity for this location. The transit oriented development that will follow, combined with the popularity of the RiNo arts district has already made the adjacent residential neighborhood one of the next hotspots in Denver real estate.

Central Rail Line

Mixed Use Housing

Performing Arts

RiNo Arts District

3 min

Urban Park

Yoga Studio

Co-Working Space

Urban Park

Bike Shop

Rail to Airport

Restaurant

Mixed Use Housing

w x

ROCK DRILL Light Rail / DIA u The East Rail Line from Denver’s Union Station to Denver International Airport is adjacent to the Rock Drill site, with the 38th and Blake Station within a five minute walk. This close proximity to mass transit provides easy access to downtown and to the airport. With a planned completion date in 2016, this brand new Light Rail station will be completed prior to Chipotle occupying the site.

River North Art District “RiNo” v Located just north of Downtown Denver, The RiNo Art District includes a remarkable concentration of creative businesses, including architects, art galleries/art studios, furniture makers, wineries, small-batch breweries, distilleries, urban agriculture, and painters. While retaining its industrial roots, the RiNo neighborhood is now fertile ground for arts and artists. Though there are many neighborhoods in Denver that are evolving as the city grows in popularity and population, few areas rival Rino’s long-term growth potential. The geography and growth of downtown Denver almost necessitate development moving into RiNo, and entrepreneurs, developers, restaurateurs, artists, start-ups, investors, and Denver residents are starting to arrive in large numbers to capitalize on its potential.

Historic Reuse w The existing buildings proposed for reuse are extraordinary in scale, materiality and sustainable features. The detailed exposed masonry exterior walls, industrial steel windows, high sawtooth roofs with north facing clerestory windows, and heavy timber trusses are awe-inspiring and perfectly suited for flexible, innovative and collaborative work environments. This collection of buildings was built between the 1920’s and 1960’s for manufacturing use for the Denver Rock Drill Manufacturing Company. The character and architecture of these existing buildings simply cannot be reproduced. They provide a quality patina, which adds interest and layers of texture, juxtaposed against the proposed contemporary new infill buildings. Campus Layout x The Rock Drill site is comprised of 9 acres of existing historic buildings with ample open space accessible from all buildings, creating a campus of interconnecting spaces. The layout, light quality, and scale translates perfectly to a twenty-first century campus vibe, with multiple opportunities for indoor-outdoor connections. Demolition of certain lesser structures will provide a variety of outdoor spaces, fronted by existing historic masonry facades. The main North-South spine through the campus is a 25 foot wide by 200 foot long vacated street, lined with brick facades and steel storefronts, creating a perfectly scaled activated urban space. The main piazza, running east-west, created by the removal of non-historic structures, is perfectly suited for a large urban farm as well as weekly farmers markets, and outdoor dining for restaurants in the proposed retail zone surrounding it. At the hub of these two urban spaces are two new 3 & 4 story infill mixed use buildings. The campus allows for multiple uses, such as housing, retail, restaurants, concerts, and events, creating a truly vibrant mixed-use neighborhood infused with diverse and creative uses.

Operable north facing windows: natural daylight & ventillation

Indoor Greenwall

PV Panels: Solar Energy

Proximity to Light Rail

Wind Energy

Green Roof

Living Machine: Greywater capture, biological filtration & re-use

Onsite Farming

GREEN DESIGN One of the key benefits of the Rock Drill site is the large contiguous floor plates, providing inspiring large volume spaces with natural light infiltrating throughout. The sawtooth roofs are oriented to harvest North-facing natural daylight, with the opposing South faces perfectly oriented for a large solar photovoltaic panel array. While the design concept includes new sustainability features such as wind turbines, PV panels, planted roofs, living walls, its most sustainable feature is the reuse and restoration of existing buildings. The most sustainable building is one that is already built.

BioDigester

Daylit Interior Spaces

Adaptive ReUse of 160,000 Sq Ft of Historic Structures

Greenhouse: Indoor Farming

Chipotle Office: 110,467 SF on 5 Floors of New Buildings

Parking: 734 Spaces at 2.0/1000 SF on 5 Levels

Chipotle Office: 169,171 SF on Ground Floor of Existing Buildings

FLOOR PLAN DIAGRAM Rock Drillâ&#x20AC;&#x2122;s stock of existing buildings provide the desired large contiguous floor plate, flooded with natural light. Proposed new infill buildings at the North and West edges provide a narrow floor plate for access to exterior walls, and verticality to access the mountain view. The Site planning provides indoor-outdoor space, internal to the block.

Retail/Other: 51,366 SF on 3 Floors of New Buildings

Retail/Other: 36,216 SF on Ground Floor of Existing Buildings

MARKET STREET The Market Street site is central. Offering a rare urban-infill opportunity in the heart of Denver, this site is an open canvas on an entire city block. Just a stoneâ&#x20AC;&#x2122;s throw away from Union Station, this property fronts the business and retail arteries of 16th and 17th Street and commands the interface between the Central Business District and the historic Lower Downtown. No other site in the city provides a better opportunity to combine an urban setting with a campus environment. The design of this infill campus allows Chipotle to occupy an individual building while providing ample space to expand into adjacent connected structures. The density of this site supports the place-making efforts in the public courtyard while the height limitations prohibit high-rise towers from blocking natural sunlight.

MARKET STREET Historic LoDo u The Lower Downtown Historic District (LoDo) was formed by an act of City Council in March 1988, with the intention of encouraging the preservation and vitality of an area that is significant because of its architectural, historical, and economic value. The historic status granted protection to the community’s historic resources and to 127 contributing historic structures by enactment of a zoning ordinance that includes building height limitations and encourages mixed-use development as well as providing strict design guidelines for rehabilitation and new construction. This celebrated historic district is bordered by Speer Boulevard, 20th Street, Wewatta Street, and the alley between Market and Larimer Streets. City Block – Open Canvas v The Market Street site provides an open canvas to create a true urban-infill campus in the heart of the city. The proposed design celebrates this opportunity by bringing Biophilic elements into the heart of the project. The massing sculpturally responds to solar angles and evokes the metaphor of a canyon. The central park is brought to the very heart of the block, carved out of the proposed architecture as if by natural erosion and wind. The park-plaza is embraced and activated on all sides by retail and active living facades and opens more generously to the 16th street pedestrian mall. The architectural vocabulary is derived from the idea of “business on the outside, and nature at the core”. We have depicted elegant modern façades responding to the scale, materials, and rhythms of the downtown street, holding the street edges, aligning with adjacent cornices to support a coherent urban environment. The interior core bursts forward with sculptural glazed facades, draped in living material, and expressing the vibrancy of activity within. Public Space w The planning and architecture of the site responds to its urban condition by addressing all edges, and providing beyond the zoning-required open space of 10K square feet. The design maximizes the volume by reaching the height limit, while stepping down to provide solar access to the public courtyard in its center. The programming responds to the retail intensive environment of the surroundings, providing more retail frontage on all edges, and on the “canyon” and park at the core. The public open space was brought to the center of the project to help create a sense of place. This courtyard will be activated throughout the year and will be surrounded by living walls, urban gardens, and vibrant retail. 16th Street Mall x Denver’s mile-long 16th Street Mall is the heart of the city. This pedestrian promenade is made of red, white and gray granite in a repeating pattern that, seen from above, resembles the skin of a Diamondback rattlesnake. Free electric shuttle buses travel up and down the Mall, stopping on every corner. There are 42 outdoor cafes along the Mall, making it the perfect place to grab a bite to eat or have a drink. After dark, horse-drawn carriages and pedi-cabs carry people up and down the Mall, while nearly a million lights twinkle above in the more than 200 trees that line the promenade.

Union Station

LoDo Shops & Restaurants

Museum of Contemporary Art

SITE MAP

Larimer Square

Auraria Campus

Pepsi Center

Market Street site represents the prime opportunity in Denverâ&#x20AC;&#x2122;s downtown development scene, made possible by the relocation of Denverâ&#x20AC;&#x2122;s main bus terminal.

Skyline Park

16th Street Mall

The Denver Performing Arts Complex

3 min Local Brewery

Exterior Living Wall

Vertical Greenhouse

PV Panels: Solar Energy

Vertical Wind Turbines

PV Integrated Solar Shades

Green Roof

Operable Windows: Fresh Air

Vertical Wind Turbines

Walk to Denver Union Station

Daylit Interior Spaces

Roof Garden: Food Produciton

16th Street Pedestrian Corridor Water Pervious Paving

Building Form: Urban Canyon Carved by Sunlight

GREEN DESIGN BioDigester: provides heat Rather than designing a single structure on this site, the Market Street design consists of four separate buildings surrounding a public green space wrapped with bilevel retail and living gardens. This design provides a plethora of natural light and the opportunity for protected rooftop green courtyards accessible on all sides. The rooftops offer ample footprints for large solar arrays, and the â&#x20AC;&#x153;canyonâ&#x20AC;? design creates a Venturi Effect, which will aid the use of building mounted wind turbines.

Chipotle Office: 341,000 SF on 7 & 4 Floors (Phase-able)

Retail/Other: 228,000 SF on 9 Floors, 2 Story Podium full block

Parking: 569 Spaces at 1.0/1000 SF on 2 Levels

FLOOR PLAN DIAGRAM The Chipotle campus can easily be accommodated at the Market Street site. Occupying a full city block with four connected buildings allows for ultimate flexibility for the size and disposition of the campus, as well as accommodating its large contiguous floor plates. Additional mixed use such as Hotel, destination retail, and other Office uses will activate this site twenty four seven.

Retail/Other on Ground & Second floor of every building

THREE SITE COMPARISON The three sites included in this proposal each represent unique and very different opportunities for the Chipotle Urban Campus. City Hall enjoys unobstructed views from its Urban Edge location, while benefiting from its connectivity to Cherry Creek and Larimer Square. Rock Drill offers a wideopen campus atmosphere surrounded by incredible historic structures, all within a single Light Rail stop from the city core. Market Street celebrates the most central location in the city, with immediate access to the principal pedestrian and vehicular corridors. There are many other sites in the city that may warrant additional consideration, but we believe these three locations provide the best opportunity to achieve Chipotleâ&#x20AC;&#x2122;s long-term goals for your new corporate headquarters.

POTENTIAL CHALLENGES

SITE REVIEW CRITERIA

City Hall The City Hall site is the smallest parcel of the three proposed locations with a total project size of 341,000 square feet. Its PUD classification will require the project to be zoned. While the history of the site provides design inspiration and marketing direction, public preservation efforts may resist new construction at the location of the original Denver City Hall. The water table and adjacency to Cherry Creek create challenges with underground parking that could limit availability and/or raise costs.

Rock Drill The Rock Drill site is the largest parcel of the three proposed locations but the total project size is only 367,220 square feet. The proposed design will require the demolition of multiple structures and the renovation of several historic buildings. This could create structural and mechanical limitations. The RiNo district is transitioning and still contains a number of blighted properties and industrial land. This site is more self-contained than the other two sites and will not enjoy the same urban vibrancy of the surrounding area until RiNo is further developed.

NEIGHBORHOOD

CROSS STREETS

SITE AREA

TOTAL PROJECT SQUARE FOOTAGE

CHIPOTLE SQUARE FOOTAGE

MASS TRANSIT PROXIMITY Market Street The Market Street site is the densest of the three sites with a total project size of 568,000 square feet. As a result, Chipotle will have less design control in the overall project and will share the campus with a variety of other commercial tenants. The property is currently owned by the City of Denver with three separate private entities jointly holding options on the land. This could create challenges with acquisition and delays in entitlement. In addition, the existing RTD building will need to be acquired separately and will be razed prior to the completion of the project.

ENERGY & FOOD PRODUCTION

BIOPHILIC ELEMENTS

HISTORIC RELEVANCE

UNIQUE CHARACTERISTICS

ENTITLEMENT CHALLENGES

CITY HALL

ROCK DRILL

MARKET STREET

Larimer Square

River North Art District “RiNo”

16th Street “LoDo”

14th & Larimer

40th & Franklin

16th & Blake

65,297

357,768

106,400

341,000

367,220

568,000

200,000

5 Blocks from Union Station

3 Blocks from 38th & Blake Station

2 Blocks from Union Station

Available but limited

Available and plentiful

Available but limited

Cherry Creek, Open Space, Interior & Rooftop Elements

Open Space, Interior & Rooftop Elements

Interior Public Park, Interior & Rooftop Elements

Site of original Denver City Hall, adjacent Larimer Square

Site of original Denver Rock Drill Manufacturing Company

Located in Lower Downtown neighborhood

Site spans Cherry Creek, adjacent Speer and Larimer Square

Large campus setting, historic building reuse, DIA access

Full city block infill opportunity, public space requirement

LoDo review, Bell Park, Cherry Creek access - PUD

Historic preservation

LoDo review, Option/City, political and public interest

DESIGN OPTIONS The Chipotle Urban Campus will be a collaborative process. As the developer, Urban Villages will work closely with the Chipotle team to evaluate options, gather costs, and explore alternatives. We will make collective decisions. To that vein, there are several project options that may or may not be included in the final design and construction but will need to be considered closely as part of the development process.

CREATING A SENSE OF PLACE

24-7 VIBRANCY

Place Making is an overused and under delivered theme in real estate development. However, if it is done well, creating a sense of place can provide identity, it can create a vibrant and exciting atmosphere, and it can reinforce marketing and branding efforts. The Chipotle Urban Campus will provide a dynamic interplay between your corporate office and your restaurants by cultivating a mixed-use environment that supports both functions. In order to achieve this objective, several place-making tools will need to be considered in the overall project design.

True place-making requires vibrancy throughout the day, in the evenings, and on the weekends. This can be achieved in a variety of ways including special programming and events, selecting complimentary tenant mixes that bring various customers at different times, and creating an atmosphere that encourages lingering.

LIGHTING FEATURES Up-lighting buildings, adding streetscape light features, and creating warm lighting tones can add to the overall ambiance and encourage a feeling of hospitality and safety.

PUBLIC ART The use of public art is an excellent way to create a new and interesting identity and differentiate a retail setting.

PARKING & TRANSPORTATION In order for people to enjoy a place, they must be able to get there without easily. Public parking, bike access and storage, public transit proximity, and pedestrian access all must be considered and designed around for effective place-making.

LANDSCAPING People are drawn to nature. Effective place-making efforts recognize this fundamental concept and incorporate natural elements in design and landscape.

TENANT MIX Establishing a strong tenant mix is critical to the creation of place. Cultivating complimentary retail spaces can help achieve a critical mass and build traffic.

PUBLIC INTERACTION - COMMUNITY KITCHEN The most dynamic place-based environments do not focus solely on traditional retail. Adding public forums to a retail destination creates diversity and draws traffic to the site. This is an opportunity for Chipotle to invite the public into corporate operations through an open Test Kitchen and/or Community Kitchen.

SPECIAL EVENTS - EDUCATION & MARKETS Special events can effectively drive traffic on days/times that are otherwise slow for traditional retail tenants. Educational events, public forums, fairs and special markets, live music, and other events can introduce people to a place that may have never visited the site otherwise. This is an opportunity for Chipotle to host a weekly farmers market to sell food grown on the Chipotle Farm or even onsite in the rooftop gardens or vertical greenhouse.

SPACE PLANNING & TENANT IMPROVEMENTS In designing and building the Chipotle Urban Campus, the entire projects must be considered from the inside out. While we are open to a simple core and shell delivery with a landlord TI contribution, we believe the most effective approach to space planning involves open collaboration. Understanding your corporate needs and working with your team to analyze the optimal use of space will allow us to design your campus to support natural light, reduce acoustics, create flexibility, and introduce collaborative working spaces. Designing a High-Performance office space can greatly reduce the required square footage per employee and can also increase overall employee happiness. The key to making workers happy and productive is having a mix of spaces for different activities. Office workers still spend most of the day at their desks, but when itâ&#x20AC;&#x2122;s time to collaborate with others, moving to a different environment can help shift gears. Shifting from dedicated work stations to an environment in which spaces are no longer individually assigned can also reduce the required space and create a dynamic work environment that encourages open communication.

OPEN WORK STATIONS

QUIET ROOMS

COLLABORATIVE BREAKOUT AREAS

PRIVATE MEETING SPACES

CONFERENCE ROOMS

SOCIAL GATHERING SPACES

INDOOR/ OUTDOOR SPACE

SPACE PLANNING CONSIDERATIONS

Acoustics One concern expressed by many employees upon a move to an open office design is the likely impact on acoustics. Enclosed offices, for all their shortcomings, tend to be fairly quiet. Almost by definition, that's not the case in open offices. As a result, the use of quality acoustical materials and soundmasking systems often is critical. Utilizing recycled paper sound-control systems on the ceiling can greatly reduce acoustic distraction. This technology allows employees to hear the people they're talking with, while muting conversations taking place just a few feet away.

Technology Infrastructure The technology infrastructure of a workplace can create significant space planning flexibility. Providing distributed, vertical cores, satellite closets, and generous horizontal plenum spaces with relocatable, user-based services can allow space planning to shift more easily over time. The use of wireless technology and mobile phones can enable workers to move effortlessly among spaces as their needs change. Integrated phone and PC technology and docking stations for laptops allow employees to pick up and change settings without needing to lug around hardware. Hotelling software that enables employees to reserve a workstation or conference room in the office can ensure the appropriate space is always available when needed.

Raised Commercial Floor Systems Commercial floor systems have adapted in recent years to accommodate â&#x20AC;&#x153;churn" â&#x20AC;&#x201C; the continual re-arranging of office space as user and technology requirements evolve. Adding cables for new network or communication systems or relocating workstations have become common exercises in many office environments. Many types of commercial floor systems now allow for organized and efficient installation of communications, data, and power cables. These floor systems also are accessible so cables are easily reached when changes need to be made.

Interior Commercial Partitions Moveable interior partitions illustrate key features for flexible floor plans. Numerous lines of commercial partitions feature integrated chases for utilities, offsite prefabrication of panels, and the ability to readily relocate walls as floor plan needs evolve.

STEWARDSHIP

Sustainable Materials • Furniture made from recycled materials • Wood for furniture certified by the Forest Stewardship Council under its principles and criteria for sustainable forest management • Terrazzo floors and countertops made from recycled materials • Carpeting made from low-emitting materials to increase indoor air quality • Reused ancillary furniture where possible • Low-emission paints, sealants, and other materials Sustainability and Well-Being Features • Glass walls on exterior offices that allow more light to penetrate the center of the building • Wellness/nursing mothers' rooms for employees • Bicycle storage on-site • Shower access • Green cleaning techniques and products Water and Energy Efficiency • High-efficiency water fixtures, including faucets and toilets that reduce water usage • Energy-saving lighting such as new fluorescent light technology and revolutionary LED task lighting • Lights sensors that sense motion and dim as natural light increases. • Efficient HVAC systems • High Efficiency office equipment and appliances Indoor Environment Quality • Increased ventilation for enhanced indoor air quality • Increased transmission of natural light to interior space • Nontoxic and low-emission materials used in construction and fixtures

BIOPHILIC DESIGN

Biophilic Design is an all-encompassing design philosophy that can be applied to all aspects of new construction and renovation. Biophilia represents humankindâ&#x20AC;&#x2122;s innate biological connection with nature and articulates the relationships between nature, science, and the built environment so that we may experience the human benefits of biophilia in our design applications. This concept connects nature with the design of the places we live, visit, and work. It seeks to integrate natural features and qualities into architectural and site design as a primary focus as opposed to an afterthought. Elements such as gardens, living walls, natural ventilation, daylighting, and water features are used for their functional benefits such as increasing air quality, managing water, reducing energy usage, decreasing urban heat island effects, and promoting healthy environments. Integrating Biophilic Design in the built environment also generates emotional and psychological benefits to its occupants. Recent studies have shown significantly lower levels of stress and employee sickness, as well as enhanced cognitive skills and employee performance in buildings that incorporate Biophilic Design.

LIVING WALLS

Living Walls not only help purify the air quality of a building, but provide a pleasing aesthetic to occupants and visitors.

NATURAL DAYLIGHT A large amount of daylight is not only beneficial to employee well-being, happiness, and productivity, but if designed and managed correctly also helps reduce energy loads of lighting, heating, and cooling.

URBAN AGRICULTURE Urban Farms provide local fresh food for building occupants, reduces CO2 emissions, and helps connect occupants with the natural chain of food production.

WATER FILTRATION Using natural designs can help process the water that falls on an urban site in a natural manner. Instead of creating runoff that carries pollutants into our ecosystems, urban ecosystems can use the precipitation to irrigate natural landscapes and provide an environment that benefits from the rainfall on its site.

NATURAL WASTE MANAGEMENT

A natural waste infrastructure can be included in an urban site to processe human waste and create a living machine to feed plant life. This design reduces site infrastructure, increases natural beauty, and maximizes site efficiency.

NATURAL MATERIALS

The use of certain natural materials, and the impact of natural color palette, particularly the color green, positively effects cognitive performance. Natural materials can be decorative or functional but for optimal effects, they should be as close to their natural state as possible.

AN APPROACH TO FOOD

All onsite and offsite food production operations will be created and managed by our sister company, Bio-Logical Capital. Bio-Logical Capital practices one of the most productive agriculture systems on the planet. The regenerative farm is designed to behave like nature. It combines many animals and plants and moves them around the landscape based on nutrient and moisture availability, fitting the pieces to place. Trees and other perennial plants form natural edges and provide a cash crop and additional animal feed. These diverse, interdependent components work with each other to create stability and resilience for the entire system. Bio-Logical Capital uses only organic practices. The food is chemical-free. Farmers and neighbors enjoy pure water, clean air, and safe soil. The food grown is healthier, tastes better, and can be marketed as a higher-quality product. We believe in envisioning and utilizing the best technologies to increase the efficiency, productivity, and overall effectiveness of our modern food system. The Chipotle Urban Campus vertical greenhouses and rooftop gardens will capitalize on the built environment. Passive capture of sunlight, water and nutrients and recycling within the system will allow us to create highly intensive, low-input growing systems. Onsite waste recycling through vermiculture, coupled with farm inputs sourced from biologically intensive composting operations, minimizes the need for importing of nutrients. The focus remains on living soils and systems, even in hydroponic and other, more technical growing methods.

PRODUCT

ON SITE OFF SITE

Culinary Herbs

Honey

Root Vegetables

Broccoli

Brussels Sprouts

Cauliflower

Greens

Cucumbers

Tomatoes

Tomatillos

Onions

Eggplant

Peas

Peppers

Pasture Raised Livestock

Eggs

Milk

Cheese

Sour Cream

Yogurt

Sunflower Oil

Alfalfa Hay

Winter Wheat

Barley

Oats

Amaranth

Rye

Flax

Prairie Flowers

OFF-SITE CHIPOTLE FARM Our team will create a 300-3,000 acre Chipotle Farm within 100 miles of the Chipotle Urban Campus that demonstrates achievable, economically viable, regenerative farm practices. We will link the farm to a Chipotle restaurant as a demonstration of best farming practices creating good food. This will demonstrate a model for supply with high quality, low impact, local food – Chipotle’s “Food With Integrity.” This farm will direct sourcing of ingredients appropriately within a local context and inspire broader sustainable agriculture adoption in the region. It will include on-farm renewable energy, water capture & reuse, waste recycling and other whole system strategies. We will also explore other purposes including: a farm-based food development center, a corporate retreat facility, an area for public interface to support agritourism, as well as farmer training resources to cultivate best practices in the region. Our goal is to educate consumers about food that is locally grown and healthy by bringing people to experience it and sharing the story through Chipotle’s messaging.

ENVIRONMENTAL DESIGN

SOLAR

The Chipotle Urban Campus will be a Net Zero energy project. This will require onsite and offsite renewable energy production through utilizing solar, wind, geothermal, and biodigestive technology. It will also include energy conservation tools such as efficient lighting and HVAC systems. The Campus will also strive for Net Zero water as allowed by Colorado state law. Water will be filtered onsite through a gray water system and water conservation tools will be designed in all facets. And the project will use natural and sustainable materials when possible. From core and shell, to tenant build-out, to exterior landscaping, recycled and green materials will be utilized throughout.

Expansive roof space, building awnings, and emerging glass technologies provide opportunities to manufacture energy onsite through America's largest urban energy producer - solar. Photovoltaics can be integrated into building design and can be used for garden and window shading, building facades, as well as rooftop design features.

WIND The advent of micro-turbines has allowed urban buildings to harness the winds, which occur at the canopy of urban skylines and through the site itself. This relatively new technology is evolving quickly with several new projects generating large quantities of renewable energy onsite. Micro-turbines can be incorporated in the design of building skin, can be mounted on the roof, or can be incorporated in the wind corridors that occur between buildings.

GREY WATER SYSTEMS Oftentimes difficult to implement in Colorado, grey water systems, recycle and cleanse wastewater used in sinks, showers, and baths, and give the water second life on site, irrigating landscape or flushing toilets. Buildings, like the Vulcan House Home Office, have used grey water systems to reduce their water usage by 50%. Products like the Living Machine cleanse grey water by using plants to mimic the cleansing functions performed by wetlands.

GEOTHERMAL Buildings like the 200,000 square feet Pacific Centre Office Tower, use the earthâ&#x20AC;&#x2122;s ability to be a heat sink in the winter and a cooling source in the summer to eliminate ozone emitting HVAC equipment and naturally control building temperatures through geothermal systems. This technology has the capability of reducing energy usage by up to 40% and does not affect the exterior design of a building.

WOOD CONSTRUCTION Steel and concrete are no longer the only base building blocks for urban skyscrapers to consider. Â Projects like the Wood Innovation and Design Centre have used innovative wood composites called plyscrapers, which are created by gluing layers of softwood together to create timber panels helping to create a new style of sustainable skyscrapers.

BIODIGESTER

OFF-SITE ENERGY PRODUCTION

Anaerobic digestion is a collection of processes by which microorganisms break down biodegradable material in the absence of oxygen. The process is used to manage waste and/or to produce fuels. This technology can be used as a source of renewable energy in commercial buildings. The process produces a biogas that is used directly as fuel, in combined heat and power gas engines or upgraded to natural gas-quality biomethane. The nutrient-rich digestate also produced can be used as fertilizer for rooftop and vertical gardens.

In addition to onsite renewable energy, energy expended during construction and regular building operation can be offset through offsite energy production. Renewable energy farms constructed by the project team near the project site can be designed to produce energy from solar, wind, biogas, geothermal, and other emerging renewable resources. By producing more energy at the farm than is used onsite, projects without the sufficient onsite infrastructure can still achieve net zero energy.

GREEN DESIGN CERTIFICATIONS In today’s market for environmentally conscious development, there are many opportunities to demonstrate commitment to sustainability. The following certifications exemplify some of the programs that are commonly used to acknowledge high performance green building design.

USGBC’s continuously evolving, research-backed standards helped mainstream green building design. Although LEED has limited ability to reward innovation, its comprehensive structure is flexible enough to suit all project types. Projects pursuing LEED certification must demonstrate performance in various credit categories to earn a minimum of 40 out of 110 points.

The WELL Building Standard brings human wellness to the forefront of the built environment, encouraging building design that benefits people and planet. The seven WELL “concepts” address the health, comfort and knowledge of building occupants. A partnership between the International WELL Building Institue and the the same Green Building Council that administers LEED certifications, this certification was designed to couple easily with LEED projects.

The International Living Future Institute takes the built environment to the next level in their Living Building Challenge. This ambitious commitment to sustainability requires net-positive, regenerative structures that contribute to the environment. Resiliency, regeneration, equity, and material transparency are all key components of the challenge.

In 2002, the Green Building Initiative established the Green Globes system to guide green building design, operations, and maintenance. Geared to focus selfassessment, this certification encourages project teams to evaluate the benefit of various design and operation scenarios. A third-party onsite assessment awards up to four globes on a 1,000-point scale.

OPPORTUNITIES FOR CERTIFICATION

Site exhibits natural open space

Multiple ecosystem types increase the opportunity to connect with nature

Site plans celebrate historic context

Ample opportunities for passive design

Adaptive reuse of existing buildings

Existing structures support extensive daylighting

Connectivity via light rail Convenient access to multimodal transportation Sawtooth structures support solar energy production Greenway design creates connectivity at an urban edge

Expansive floor area supports onsite vegetation and food production and Living Machine technology

Exemplary infill development

Urban center boasts mixeduse opportunities

Strategic location promotes alternative transportation

Modest exterior conceals an urban oasis demonstrating project values

Design supports solar and wind energy production

TIMELINE, FINANCIALS, AND STRUCTURE The Chipotle Urban Campus will meet your corporate needs for the next 10-20+ years and will be designed and constructed to the highest quality possible at a market competitive price. By utilizing a rent constant framework, Chipotle will have the flexibility to make design selections that will directly pass through to the rent schedule. Urban Villages is open to a variety of partnership structures including both a standard lease model and a corporate ownership model.

PROJECT TIMELINE -

Deal Structure Pre-project meeting - discuss structure & goals Determine partnership structure - own/rent Structure legal formation Execute Deal Site Acquisition

START DATE

END DATE

02/01/15

04/30/15

02/01/15 02/01/15 03/01/15 04/01/15

02/28/15 03/31/15 04/30/15 04/30/15

02/01/15

06/30/15

Tour Market Select Short List Short List Due Diligence Site Acquisition

02/01/15 03/01/15 03/01/15 04/01/15

02/28/15 03/30/15 04/30/15 06/30/15

Needs & Goals Assessment

02/01/15

12/31/15

02/01/15 03/01/15 03/01/15 06/01/15 06/01/15 09/01/15

02/28/15 05/31/15 05/31/15 08/30/15 08/30/15 12/31/15

Determine space planning process - TI vs Design Build Interview Departments - goals and needs (if needed) Identify space plan goals and objectives Draft space plan and review Finalize space plan use proximity to shell Incorporate space plan with core and shell design Design Team

02/01/15

07/31/15

Determine design team structure - lead, biophilic, Draft Design team RFP as needed Present RFP to top firms Collect Proposals Review proposals and select top 5 Interview candidates Select Architecture and Design Team

02/01/15 02/01/15 02/01/15 02/01/15 02/01/15 02/01/15 02/01/15

04/30/15 04/30/15 04/30/15 05/31/15 06/30/15 07/31/15 07/31/15

Concept Design & Master Plan

01/01/15

06/30/15

01/01/15 01/01/15 01/01/15 02/01/15 03/01/15 03/01/15 03/01/15 03/01/15 03/01/15 03/01/15 03/01/15 05/01/15

03/30/15 01/31/15 03/30/15 06/30/15 06/30/15 06/30/15 06/30/15 06/30/15 06/30/15 06/30/15 06/30/15 06/30/15

02/01/15

12/31/15

02/01/15 03/01/15 06/30/15 06/30/15 06/01/15 09/01/15 11/01/15 11/01/15 12/01/15

03/30/15 09/30/15 10/31/15 10/31/15 10/31/15 11/30/15 12/31/15 12/31/15 12/31/15

11/01/15

02/28/16

11/01/15 12/01/15 01/01/16 06/01/15

01/31/15 02/28/16 02/28/16 12/31/15

01/01/16

09/30/16

01/01/16 01/01/16 02/01/16 05/01/16

02/28/16 03/31/16 05/31/16 09/30/16

Core & Shell Construction

04/01/16

06/30/17

Tenant Improvements

04/01/17

09/30/17

Landscaping

04/01/17

12/31/17

Marketing, Leasing & Public Relations

01/01/15

12/31/17

01/01/15 02/02/15 07/01/15 11/01/15 01/01/16 04/01/17

01/30/15 03/31/15 09/30/15 02/29/16 05/01/17 12/31/17

1/1/15

12/31/17

Site Due Diligence Identify legal limitations Identify physical limitations Identify uses and needs for each use Engage Municipal Groups Engage Community Groups Review Public Works Requirements Review Right of Way Requirements Identify private and public uses - and security Landcape Engineer and Architect - Site Assessment Draft Concept Design and Master Plan Complete Master Plan Entitlements Design Development, Schematic Design & Construction Documents Review Proposal and Identify Goals Bring Architect into Concept Design and Master Plan Engage Code Consultant Finalize Design Boards Draft space planning and Preliminary Renderings Draft Final Designs Review Final Designs with Team and Complete Draft Pricing Plan for GC Bids Draft Construction Documents GC Selection & Entitlement Send Pricing Plan out for Bid Review Bids and Clarify with GCs Select GC & Negotiate Completion Guarantee Complete Entitlements Site Work & Foundation Demolition Excavation and Underpinning Utilities Infrastructure Foundation

Select Marketing & PR Consultant Press Release with Basic Project Info Prepare Marketing Materials Begin Public Recognition Campaign Pre-Leasing Additional Commercial Space Grand Opening Celebration TOTAL PROJECT TIMELINE

Jan

Feb

Mar

Apr

May

Jun

2015 Jul

Aug

Sep

Oct

Nov

Dec

Jan

Feb

Mar

016 Jul Apr

Aug May

Sep Jun

Oct Jul

Nov Aug

Dec Sep

Jan Oct

Feb Nov

Mar Dec

Apr Jan

May Feb

Jun Mar

2017 Jul Apr

Aug May

Sep Jun

2017 Oct Jul

Nov Aug

Dec Sep

Oct

Nov

Dec

CONSTRUCTION COSTS The following cost estimates are derived from the most recently constructed LEED Gold buildings in the Denver market. These do not include optional design features such on-site energy production and rooftop/vertical gardening components. These options will be considered separately and will be evaluated based on payback periods and other alternative metrics. As the project moves through design and engineering, we will provide specific options with pricing and return on investment projections for each item. Some developers will attempt to provide a cost for items such as a green roof as a placeholder but we plan to integrate these features into the gray water filtration and humidification systems as well as the overall building mechanical structure. Therefore, we cannot provide accurate pricing until we are further through design. Throughout the design/build process, we will provide a menu of additional features with pricing and alternatives so that you have the freedom to select the options that best meet Chipotleâ&#x20AC;&#x2122;s needs and aspirations.

LOW

HIGH

LOW

HIGH

LOW

HIGH

$90,000 $90,000 $180,000 $450,000 $4,889,195 $2,071,575 $180,000 $180,000

$100,000 $100,000 $200,000 $500,000 $5,443,550 $2,301,750 $200,000 $200,000

$90,000 $135,000 $0 $270,000 $3,837,406 $1,685,540 $180,000 $180,000

$100,000 $150,000 $0 $300,000 $4,263,784 $1,872,822 $200,000 $200,000

$0 $90,000 $180,000 $135,000 $7,838,100 $3,453,638 $180,000 $180,000

$0 $100,000 $200,000 $150,000 $8,709,000 $3,837,375 $200,000 $200,000

$3,999,6000 $56,776,500 $0 $3,712,500 $3,429,000 $2,250,000

$4,444,000 $63,085,000 $0 $4,125,000 $3,810,000 $2,500,000

$2,363,904 $23,303,952 $22,181,796 $8,640,000 $8,640,000 $1,800,000

$2,626,560 $25,893,280 $24,646,440 $9,600,000 $9,600,000 $2,000,000

$4,005,792 $89,538,750 $0 $13,500,000 $0 $1,350,000

$4,450,880 $99,487,500 $0 $15,000,000 $0 $1,500,000

$35,000,000 $350,000

$40,000,000 $400,000

$15,000,000 $150,000

$17,000,000 $170,000

$60,000,000 $600,000

$85,000,000 $850,000

$36,722,000

$47,738,600

$34,100,000

$44,330,000

$56,850,000

$73,905,000

$150,380,370

$175,147,900

$122,557,598

$142,952,886

$237,901,280

$293,589,755

DESIGN AND ENTITLEMENTS Rezoning Site Development Design Review Civil, Surveying, Geotech Architectural, Structural, MEP Interiors Landscape Sustainable

HARD CONSTRUCTION Excavation and Shoring Core and Shell - New Construction Core and Shell - Adaptive Re-Use Below-Grade Parking Above-Grade Structured Parking Site Improvements

LAND ACQUISITION Total Purchase Price Closing Costs

TENANT IMPROVEMENTS TI Contribution

TOTAL PROJECT COST

367,220

Total Project Square Footage Total Cost per Square Foot

$409.51

341,000 $476.96

$359.41

568,500 $419.22

$418.47

$516.43

CHIPOTLE PROJECT COST Total Chipotle Square Footage Total Chipotle Project Cost

$81,902,059

$95,391,264

$71,881,289

$83,843,335

$83,694,382

$103,285,754

Annual Total Rent (7% Rent Constant) Annual Rent per Square Foot

$5,733,144 $28.67

$6,677,388 $33.39

$5,031,690 $25.16

$5,869,033 $29.35

$5,858,607 $29.29

$7,230,003 $36.15

200,000

DEBT OPTIONS Construction Loan

Bank - Stabilization

Commercial Mortage Backed Securities (CMBS)

Life Insurance / Pension Fund

Loan Amount

60% LTV

Lesser of 65% LTV or 1.35X DSCR

Lesser of 75% LTV or 1.25X DSCR

Lesser fo 65% LTV or 1.35X DSCR

Term

3-5 Years

5-7 Years

10-20 Years

30-Day LIBOR + 275 BP

30-Day LIBOR + 225 BP

4.2% - 4.35%

3.55% - 3.75%

50-100 BP

$5k - $10k

Interest Rate Loan Fees Lock-Out

No Defeasance

Yield Maintenance Penalty

Collateral

Cash Restrictions or Collateral Requirement

None

Recourse

Non-Recourse

Agreements

Negotiable

Non-Negotiable

Negotiable

Transfer

Assumable

LEASE PROPOSAL LEASE PROPOSAL Project Delivery

Core Project & Shell Delivery Delivery by 6/31/17. CoreTenant & ShellBuildout Deliverycommence by 6/31/17.earlier Tenant if possible. Buildout commence TI Completion earlier by 12/31/17 if possible. TI Completion by 12/31/17

Lease Term

10 Lease years Term

Term Commencement Date

Term Commencement January 1st, 2018 or upon commencement January 1st, 2018 of business or upon commencement of business Date

Base Rent - Rent Constant

7% Base Rent - Rent Constant

Rental Rate Escalator

$0.50 Rental per Rate square Escalator foot per year$0.50 per square foot per year

Operating Expenses

In Operating addition to Expenses Base Rent, Tenant In addition shall payto itsBase pro rata Rent, share Tenant of operating shall pay its expenses pro rataand share real of estate operating taxes. expenses and real estate taxes.

Operating Expense Estimate

Operating Expense Until a location and design is selected, Until a location operating and expenses design is selected, cannot be operating determined. expenses cannot be determined. Estimate

Operating Expense Escalations

Maximum of 3% per annum cap Maximum on all controllable of 3% per annum expenses. cap on Operating all controllable expenseexpenses. shall be defined Operating as all expense reasonable shall costs be defined of Landlord as all reasonable (as determined costsinof Landlord (as determined in accordance with generally accepted accordance accounting with generally principles accepted and commercial accounting real principles estate practices and commercial for otherreal comparable estate practices Class AA foroffice otherbuildings comparable located Class inAA office buildings located Operating Expense downtown downtown operating, Denver) cleaning, in managing, equipping, operating, lighting, cleaning, heating, air-conditioning, equipping, lighting, repairing, heating, replacing air-conditioning, and maintaining repairing, allreplacing parts of the and maintaining all parts of the EscalationsDenver) in managing, Property. Property.

Free Rent

Negotiable Free Rent

Tenant Improvement Allowance

The Landlord will allocate $130.00 The Landlord per rentable will allocate square foot $130.00 (“Tenant per rentable Improvement square Allowance”) foot (“Tenant forImprovement the design (space Allowance”) planning, forelectrical the design and (space mechanical planning, electrical and mechanical drawings and construction documents) drawings and andconstruction constructiondocuments) of improvements and construction required by Tenant of improvements to complete required the Premises by Tenant for Tenant’s to complete occupancy the Premises and Landlord for Tenant’s occupancy and Land Tenant Improvement shall provide evidence to Tenant shallthat provide Landlord evidence can fund to Tenant the Tenant that Landlord Improvement can fund Allowance. the Tenant Tenant Improvement shall haveAllowance. the option to Tenant retainshall its own have architect the option andto retain its own architect and Allowance contractor to complete the tenant contractor finish to work complete provided the that tenant the architect finish work and provided contractor that have the architect extensive and experience contractor completing have extensive tenant experience finish workcompleting in tenant finish work in downtown Denver multi-tenant downtown office buildings. Denver Tenant’s multi-tenant selection officeof buildings. an architect Tenant’s and selection contractor ofisan subject architect to Landlord’s and contractor reasonable is subject approval. to Landlord’s reasonable approval.

Lease Renewal

Provided Tenant is not in default Provided , Tenant Tenant shall have is not the in default right to, renew Tenantthe shallterm have of the its lease right to forrenew up to a the ten term (10)of year its lease period fororup may to aelect ten (10) to renew year period for between or mayaelect to renew for betwee three (3) year period to a ninethree (9) year (3) year period period with to nine a nine (9) months (9) year prior period written withnotice nine (9) to months Landlord prior at awritten rent equal notice toto the Landlord then prevailing at a rentFair equal Market to the Rental thenRate prevailing Fair Market Rental R (“FMRR”) for the Building and (“FMRR”) comparable for the buildings Building in the anddowntown comparable Denver buildings area. in the If Landlord downtown andDenver Tenantarea. cannotIf agree Landlord on and the Tenant FMRR, the cannot FMRRagree shall be on the FMRR, the FMRR shall be Lease Renewal determined by arbitration anddetermined once the FMRR by arbitration has beenand determined once theTenant FMRR has or Landlord been determined shall have Tenant the option or Landlord to elect shall not to have accept the option the FMRR to elect and to not lettothe accept the FMRR and to let th Lease expire as scheduled. In Lease addition, expire tenant as scheduled. may elect In toaddition, renew less tenant than the mayfull elect square to renew footage lessleased than the in the full square originalfootage term butleased not lessinthan the original 30,000 square term but not less than 30,000 squa feet. feet.

Security Deposit / Guarantee

Security Deposit / None required Guarantee

None required

Parking

Site Parking specific

Site specific

Profit Participation

The Profit proposed Participation profit participation The is proposed partially accepted. profit participation This provision is partially is discussed accepted. in more This detail provision in the is discussed partnership in more structure detail description. in the partnership structure description.

Assignment and Subletting

Tenant shall have the option to Tenant sublease shallthe have Premises, the option withto Landlord’s sublease prior the Premises, written consent, with Landlord’s which consent prior written shall not consent, be unreasonably which consent withheld shall not or delayed. be unreasonably withheld or delayed. Reasons that Landlord can deny Reasons consent thatwould Landlord be that can the deny nature consent of the would subtenant’s be that the business nature is not of the consistent subtenant’s with business the type isofnot tenants consistent foundwith in Class the type AA office of tenants found in Class AA o Assignment and Subletting buildings in downtown Denver, buildings such as in a downtown call center, Denver, temporary such employment as a call center, office, temporary government employment office which office, has government many visitors,office etc. Landlord which hasshall many notvisitors, have etc. Landlord shall not hav the option to recapture the Premises. the option Tenant to recapture can sublease the Premises. the space Tenant at any can rental sublease rate, but the Landlord space at and any rental Tenantrate, shallbut splitLandlord any net proceeds and Tenant 50/50. shall split any net proceeds 50/50.

10 years

Negotiable

PARTNERSHIP STRUCTURE

MERCHANT MODEL

INVESTEMENT MODEL

FEE MODEL Urban Villages is a stewardship development company with a multi-generational investment approach. Unlike most real estate developers, we rarely structure projects under a short-term business model with an immediate exit plan. The decisions that guide stewardship development cannot always be justified through short-term IRR calculations or immediate cap rate sales. Investing in Biophilic Design, energy conservation and production systems, water filtration mechanisms, regenerative landscaping techniques, or place making efforts do not always translate to a lower cap rate in the market. But over time, these efforts make a material impact on lower operating costs, on the people that work/live/play in the project, and ultimately on the leasability and long-term value. This approach to real estate development sets Urban Villages apart. It is why companies like Chipotle want to partner with us on new projects. It is why our buildings are among the most sought after sites in the market. It is why our property management team sets the high bar for commercial real estate. And it is why our investors are long-term partners. Chipotle shares our vision of real estate and stewardship development. And because of this shared belief, we are confident that the Chipotle Urban Campus will be built to the highest possible standard regardless of how our partnership is structured. Therefore, we are open to a variety of partnership structures including a Fee Structure, a Merchant Structure, an Investment Structure, or some combination of the three.

Provide Equity Capital

Chipotle

Urban Villages

Secure Construction Debt

Chipotle

Urban Villages

Secure Long-term Debt

Chipotle

Urban Villages

Site Selection

Chipotle

Acquisition of Land

Urban Villages

Entitlements

Urban Villages

Design

Collaborative

Construction

Urban Villages

Chipotle Decision

Chipotle Decision - UVI approval

Urban Villages

Property Management

Chipotle Decision - UVI an option

Urban Villages

Agricultural Management

Chipotle Decision - BLC an option

BioLogical Capital

Future Leasing & Marketing

Chipotle Decision - UVI an option

Urban Villages

Disposition Decisions

Chipotle

Urban Villages

Debt Decisions

Chipotle

Urban Villages

Capital Improvements

Chipotle

Urban Villages

Developer Fee

Developer Profit

5% cap rate with proposed Profit Split

Dependent on Cap Rate of sale

Dependent on Cap Rate of Sale

None

Proposed Profit Split

Proposed Profit Split diluted over 5 years

Chipotle Driven

2/3 of profit after Chipotle Split

TI Leasing & Marketing

Chipotle Profit Equity Profit

PROFIT SHARE DILUTION The profit participation concept proposed in the RFP is acceptable in principle. This creates a downward pressure on the rental rate and provides tenant participation in the arbitrage at disposition. However, this concept is problematic as the lease term progresses. As the rental rate increases over time through annual escalations, the proposed profit share structure increases as the delta between the rent constant and the cap rate grows. On the other hand, the value of the lease to a potential sale decreases over time as it approaches lease expiration. For this reason, we are proposing a profit share dilution that reduces Chipotleâ&#x20AC;&#x2122;s share of profits over the first five years after completion of the project. Sale Parameters

Chipotle Participation

Post Certificate of Occupancy Year 3 Year 4 0% 0%

No Participation

Year 1 0%

Year 2 0%

Cap Rate between 51 & 75 basis points less than rental rate constant

20% of Net Proceeds

20%

16%

12%

Cap Rate between 76 & 100 basis points less than rental rate constant

35% of Net Proceeds

35%

28%

21%

Cap rate over 101 points less than the rental rate constant

50% of Net Proceeds

50%

40%

30%

Cap Rate up to 50 basis points less than rental rate constant

Year 5 0%

Year 6 0%

14%

20%

10%

RENT CONSTANT Use of the Rent Constant pricing approach to determine the initial annual rent helps align interests between the tenant and the developer by cultivating a collaborative approach where the developer and the tenant work together to address pricing and design issues. This method creates complete transparency and gives the tenant fair pricing with the ability to influence design. We anticipate total project cost will arrive between $400 and $500 per square foot. At a 7% rent constant, the initial lease rate would be between $28 - $35 per square foot. In addition, the design efforts and energy production and conservation measures will have an immediate reduction in operating costs with near-term paybacks.

PROFIT SHARE If the Chipotle Urban Campus were to sell at a 5% cap rate upon project completion, profits from the sale would be split between Chipotle (41%), Equity Capital (39%), and the Developer (20%). This split follows the profit share concept contained in the RFP and is acceptable if a disposition occurs upon completion. If Chipotle elects to own the project rather than structure the partnership through a lease arrangement, the Developer Profit shall be calculated at a 5% cap rate valuation (20% profit equating to $7,898,196). $500 $100,000,000 7.00%

Project SF Lease Rate NNN Total NOI

Cap Rate Sale of Asset

Total Sale Price

Total Profit

Equity Split (2/3 of returns)

Equity % Split

4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75% 7.00%

$155,555,556 $147,368,421 $140,000,000 $133,333,333 $127,272,727 $121,739,130 $116,666,667 $112,000,000 $107,692,308 $103,703,704 $100,000,000

$55,555,556 $47,368,421 $40,000,000 $33,333,333 $27,272,727 $21,739,130 $16,666,667 $12,000,000 $7,692,308 $3,703,704 $0

$20,981,576 $18,252,532 $15,796,391 $13,574,169 $11,553,967 $9,709,435 $8,018,613 $6,463,058 $4,596,391 $2,469,136 $0

38% 39% 39% 41% 42% 45% 48% 54% 60% 67% 67%

PROFIT SHARE Develope r % Split $10,490,788 19% $9,126,266 19% $7,898,196 20% $6,787,085 20% $5,776,984 21% $4,854,717 22% $4,009,307 24% $3,231,529 27% $2,298,196 30% $1,234,568 33% $0 33%

Developer Split (1/3 of returns)

200,000 $35 $7,000,000

Chipotle Split

Chipotle % Split

$24,083,191 $19,989,624 $16,305,413 $12,972,080 $9,941,777 $7,174,978 $4,638,746 $2,305,413 $797,721 $0 $0

43% 42% 41% 39% 36% 33% 28% 19% 10% 0% 0%

Chipotle Profit Share 50% 50% 50% 50% 50% 50% 50% 35% 20% 0% 0%

CONSTRUCTION COST

Project Cost PSF Project Cost Rent Constant

RENT CONSTANT $400 $410 $420 $430 $440 $450 $460 $470 $480 $490 $500 $510 $520 $530 $540 $550 $560 $570 $580 $590 $600

6.00%

6.50%

7.00%

7.50%

8.00%

8.50%

9.00%

$24.00 $24.60 $25.20 $25.80 $26.40 $27.00 $27.60 $28.20 $28.80 $29.40 $30.00 $30.60 $31.20 $31.80 $32.40 $33.00 $33.60 $34.20 $34.80 $35.40 $36.00

$26.00 $26.65 $27.30 $27.95 $28.60 $29.25 $29.90 $30.55 $31.20 $31.85 $32.50 $33.15 $33.80 $34.45 $35.10 $35.75 $36.40 $37.05 $37.70 $38.35 $39.00

$28.00 $28.70 $29.40 $30.10 $30.80 $31.50 $32.20 $32.90 $33.60 $34.30 $35.00 $35.70 $36.40 $37.10 $37.80 $38.50 $39.20 $39.90 $40.60 $41.30 $42.00

$30.00 $30.75 $31.50 $32.25 $33.00 $33.75 $34.50 $35.25 $36.00 $36.75 $37.50 $38.25 $39.00 $39.75 $40.50 $41.25 $42.00 $42.75 $43.50 $44.25 $45.00

$32.00 $32.80 $33.60 $34.40 $35.20 $36.00 $36.80 $37.60 $38.40 $39.20 $40.00 $40.80 $41.60 $42.40 $43.20 $44.00 $44.80 $45.60 $46.40 $47.20 $48.00

$34.00 $34.85 $35.70 $36.55 $37.40 $38.25 $39.10 $39.95 $40.80 $41.65 $42.50 $43.35 $44.20 $45.05 $45.90 $46.75 $47.60 $48.45 $49.30 $50.15 $51.00

$36.00 $36.90 $37.80 $38.70 $39.60 $40.50 $41.40 $42.30 $43.20 $44.10 $45.00 $45.90 $46.80 $47.70 $48.60 $49.50 $50.40 $51.30 $52.20 $53.10 $54.00