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HomeMy WebLinkAboutADM100011 TOWN OF VAIL LY ADMINISTRATIVE ACTION FORM Department of Community Development 75 South Frontage Road Vail, CO 81657 tel: 970 - 479 -2138 fax: 970 - 479 -2452 web: www.vailgov.com Project Name: Four Seasons Residence Club Application Type: CondThPI ADM Number: ADM100011 Parcel: 2101 - 071 - 0101 -6 Project Description: CONDOMINIUM MAP OF ONE VAIL ROAD RESIDENCE CLUB Participants: OWNER VAIL DEVELOPMENT 09 LLC 10/06/2010 Phone: 212 - 412 -2496 745 SEVENTH AVE NEW YORK NY 10019 APPLICANT VAIL DEVELOPMENT 09 LLC 10/06/2010 Phone: 212 - 412 -2496 745 SEVENTH AVE NEW YORK NY 10019 Project Address: 1 VAIL RD VAIL Location: 13 VAIL ROAD Legal Description: Lot: B &C Block: Subdivision: VAIL VILLAGE FILING 2 Comments: See conditions BOARD /STAFF ACTION Motion By: Action: STAFFAPR Second By: Vote: Date of Approval: 11/09/2010 Meeting Date: Conditions: Cond: 8 (PLAN): No changes to these plans may be made without the written consent of Town of Vail staff and /or the appropriate review committee(s). Planner: Warren Campbell DRB Fee Paid: $100.00 t r r t t t . i R ) "•' s 3 r . ' ..{t 4 . - 2 t a Miy,� r s¢ '• 4 Ks� 4 , y +.tl , Jrr i t it i k a N �, PSacJ Y ."d � 7 �C. �`T. � v � VN f P+JZt i `s.�s 4 � � 1 r \ � n3 , �r 1 . e .a k � . * , S , ems" F. ° ' ' % ., * y 1 >< i ° to ' ,i .. ,�:.l <, 1 , v s t g'ft U , omrri t lty D el , t s;; ., gym ` , x s ,: , x i i t j- S .71 South F rontage ux y ti. ''.4 k .s. — v ; . .s• a v . V r A , s / � Y ,. ib ,, . ii ... ' , 4, 1 �a'A .. ` p 7 � 4 r, y ti ^- t. :�6 - 4 { u � 1-1'.1'-‘', ,. ..'Iti Yt.+ �t tevg i t,..%-_,' ' � 4 f . .Ti�i t � r f ,.• f ,-17,2,„%,:.' , y1' -' � t -`; 1 .• ,9, -. fi n• ♦ ..1. - s . ,, , - , 1 ,, A - x•tr yr�) - A - • r, } •fir ti fit" + t Condominium and Townhouse Plat Application for Review by the Planning and Environmental Commission General Information: Condominium and townhouse plats which do not constitute "conversions" from rental as de- fined In Section 13 -7 -2, Definitions, Vail Town Code may be approved by the administrator, subject to review by other Town of Vail departments. Please see Section 13 -6, Condominium and Townhouse Plats, Vali Town Code for more de- tailed Information. Vail Town Code can be found on the Town's website at www,vailgov.com. Fee: $100 Recording Fees: Please visit the Eagle County website htto:// www, eacilecounty .uslderk /oublicRecords.cfm for the most up -to -date recording fees and check with your planner prior to submitting the payment. A check written out to the Eagle County Clerk and Recorder is required to be submitted once the plat has been approved by the Planning and Environmental Commission and prior to the recording of the plat. C L 1 J / / Description of the Request: CQ ti�0in s NI vw M�� ‘e ()N, V o.. p(1 wGI« u 5 Physical Address: 1 Val ! 1 . CJAiI C 0 gf f57- zioi -o } 1 -01- co Awo� Parcel Number: 7 fr71 •- nyg — of -o r Q (Contact Eagle Co. Assessor at 970 - 328-8640 for parcel no.) Property Owner: 1/04-1/ 12- r?S 1 /ACet/tl n. 1 V 1 1.1- Mailing Address: 7 y 5 S eiu # Au E' A " N /0 J i - '�/ /• one: ZI Z ' /2 _ Z1/ 4 Owner's Signatu ,i ii— ��/ Primary Conk / Ow , '� / a I V :•1 - r �! Mailing Address: 1 a i 1 ..b e-J e-' 0 1 / OcY l l ' __ c / 7 `f 5 s A'-e i r�l Y N Y /00 f "7 Phone: 1,/ Z-- Li ►2-- 2 `i 9 rQ vtA E -Mail: 11- r , di, i 0 5mr-cl C' Fa x For Office Use Only: Cash_ CC: Visa / MC Last 4 CC # uth # , Check # Fee Paid: I l — Received Frpm: (Yia.l.i ¥ QQ Meeting Date: PEC No.: / E \ Planner: lnj Project No: P `-is 03 -0 Livid Zoning: Land Use: Location of the Proposal: Lot: Block: Subdivision: 1 ECEOWdEart) OCT 06 2010 TOWN OF VAiL TOWN OF VAIL, COLORADO Statement ************************************************************* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Statement Number: R100001483 Amount: $100.00 10/06/201010:01 AM Payment Method:Credit Crd Init: SAB Notation: VISA - RANDALL KIPP Permit No: ADM100011 Type: Administrative Parcel No: 2101- 071 - 0101 -6 Site Address: 1 VAIL RD VAIL Location: 13 VAIL ROAD Total Fees: $100.00 This Payment: $100.00 Total ALL Pmts: $100.00 Balance: $0.00 ************************************************************* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** ACCOUNT ITEM LIST: 4 t _311 Land Title Guarantee Company CUSTOMER DISTRIBUTION Land Title GUARANTEE COMPANY Date: 09 -23 -2010 Our Order Number: VC50011594.3 Property Address: 1 VAIL ROAD I f you have any inquiries or require further assistance, please contact one of the numbers below: For Title Assistance: Vail Title Dept. 108 S FRONTAGE RD W #203 VAIL, CO 81657 Phone: 970 - 476 -2251 Fax: 970 - 476 -4534 MARCIN ENGINEERING BALLARD SPAHR PO BOX 1062 1225 17TH ST STE 2300 AVON, CO 81620 DENVER, CO 80202 Phone: 970 - 748 -0274 Phone: 303 - 292 -2400 Fax: 970 - 748 -9021 Fax: 303 - 296 -3956 EMail: randyk @marcinengineering.com EMail: alleng @ballardspahr.com Linked Commitment Delivery Linked Commitment Delivery rig Land Title Guarantee Company Date: 09 -23 -2010 Land Title Our Order Number: VC50011594.3 (iOARANTEE COMPANY Property Address: 1 VAIL ROAD Buyer/Borrower: VAIL RESIDENTIAL 09, LLC, A DELAWARE LIMITED LIABILITY COMPANY Seller /Owner: VAIL DEVELOPMENT 09 LLC, A DELAWARE LIMITED LIABILITY COMPANY Need a map or directions for your upcoming closing? Check out Land Title's web site at www.ltgc.com for directions to any of our 54 office locations. ESTIMATE OF TITLE FEES ALTA Owners Policy 06 -17 -06 TBD If Land Title Guarantee Company will be closing this transaction, above fees will be collected at that time. TOTAL $0.00 Form CONTACT 06/04 THANK YOU FOR YOUR ORDER! • First American Title Insurance Company ALTA COMMITMENT Our Order No. VC50011594.3 Schedule A Cust. Ref.: Property Address: 1 VAIL ROAD 1. Effective Date: September 08, 2010 at 5:00 P.M. 2. Policy to be Issued, and Proposed Insured: "ALTA" Owner's Policy 06 -17 -06 Proposed Insured: VAIL RESIDENTIAL 09, LLC, A DELAWARE LIMITED LIABILITY COMPANY 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: A FEE SIMPLE 4. Title to the estate or interest covered herein is at the effective date hereof vested in: VAIL DEVELOPMENT 09 LLC, A DELAWARE LIMITED LIABILITY COMPANY 5. The Land referred to in this Commitment is described as follows: SEE ATTACHED PAGE(S) FOR LEGAL DESCRIPTION Our Order No: VC50011594.3 LEGAL DESCRIPTION A part of Lots A, B and C of Amended Map of Sheet 1 of 2 of Vail Village, Second Filing, Eagle County, Colorado, being more particularly described as follows: Commencing at the Northeast corner of Section 7, Township 5 South, Range 80 West of the Sixth Principal Meridian; thence along the East line of the Northeast Quarter of the Northeast Quarter of said Section 7, and referring all bearings contained herein to said line, S 00 DEGREES 09 MINUTES 28 SECONDS W, a distance of 39.20 feet; thence departing said line N 79 DEGREES 08 MINUTES 45 SECONDS W, a distance of 25.44 feet to the Northeast corner of said Lot A and the Point of Beginning of the herein described parcel of land; thence along the East line of said Lot A and the West right -of way line of Vail Road (50' wide) S 00 DEGREES 09 MINUTES 28 SECONDS W, a distance of 125.00 feet; thence continue along said line S 00 DEGREES 09 MINUTES 28 SECONDS W, a distance of 29.15 feet to the Northeast corner of Condominium Map for the Holiday House as recorded in Book 229 at Page 936; thence along the North and West boundaries of said Condominium Map. The following five (5) courses and distances: 1) N 73 DEGREES 43 MINUTES 44 SECONDS W, 156.13 feet; 2) S 28 DEGREES 00 MINUTES 55 SECONDS E, 67.00 feet; 3) S 61 DEGREES 59 MINUTES 05 SECONDS W, 18.27 feet; 4) S 28 DEGREES 00 MINUTES 55 SECONDS E, 86.00 feet; 5) S 74 DEGREES 12 MINUTES 22 SECONDS W, 101.49 feet to intersect the North right -of -way line of West Meadow Drive (50' wide); thence along said right -of -way line the following two (2) courses and distances: 1) N 67 DEGREES 34 MINUTES 08 SECONDS W, 264.42 feet; 2) 58.51 feet along the arc of a curve to the left having a radius of 525.00', a central angle of 6 DEGREES 23 MINUTES 09 SECONDS and a chord which bears N 70 DEGREES 45 MINUTES 43 SECONDS W, 58.48' to the Southwest corner of said Lot C; thence along the West line of said Lot C N 10 DEGREES 51 MINUTES 15 SECONDS E, a distance of 251.25 feet to the Northwest corner of said Lot C; thence along the North line of said Lot C S 79 DEGREES 08 MINUTES 45 SECONDS E, a distance of 300.00 feet to the Northeast corner a said Lot C and the Northwest corner of said Lot A; thence along the North line of said Lot A S 79 DEGREES 08 MINUTES 45 SECONDS E, a distance of 152.65 feet to the Point of Beginning, County of Eagle, State of Colorado. Bearings are based on State Plane Coordinates, Colorado Central Zone. TOGETHER WITH THE RIGHTS CONTAINED IN THAT CERTAIN CONSTRUCTION AGREEMENT AND TEMPORARY CONSTRUCTION EASEMENT DATED FEBRUARY 11, 2005, BETWEEN VAIL DEVELOPMENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND HOLIDAY HOUSE CONDOMINIUM ASSOCIATION D /B /A 9 VAIL ROAD CONDOMINIUM, RECORDED FEBRUARY 11, 2005, RECEPTION NO. 906005, AS AMENDED BY FIRST AMENDMENT RECORDED JANUARY 13, 2006, AT RECEPTION NO. 200601053. TOGETHER WITH RIGHT OF ENTRY AS CREATED BY RIGHT OF ENTRY AGREEMENT AND GRANT OF TEMPORARY ENCROACHMENT EASEMENT RECORDED AUGUST 29, 2006 RECEPTION NO. Our Order No: VC50011594.3 LEGAL DESCRIPTION 200623567. TOGETHER WITH THE RIGHTS AND BENEFITS SET FORTH IN THAT CERTAIN EASEMENT AGREEMENT AMONG VAIL DEVELOPMENT, LLC, BLACK DIAMOND RESORTS -VAIL LLC AND SCORPIO CONDOMINIUM ASSOCIATION RECORDED FEBRUARY 2, 2007 AT RECEPTION NO. 200702943. ALTA COMMITMENT Schedule B - Section 1 (Requirements) Our Order No. VC50011594.3 The following are the requirements to be complied with: Item (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. Item (b) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record, to -wit: Item (c) Payment of all taxes, charges or assessments levied and assessed against the subject premises which are due and payable. Item (d) Additional requirements, if any disclosed below: 1. A FULL COPY OF THE OPERATING AGREEMENT AND ANY AND ALL AMENDMENTS THERETO FOR VAIL DEVELOPMENT 09 LLC, A DELAWARE LIMITED LIABILITY COMPANY MUST BE FURNISHED TO LAND TITLE GUARANTEE COMPANY. SAID AGREEMENT MUST DISCLOSE WHO MAY CONVEY, ACQUIRE, ENCUMBER, LEASE OR OTHERWISE DEAL WITH INTERESTS IN REAL PROPERTY FOR SAID ENTITY. NOTE: ADDITIONAL REQUIREMENTS MAY BE NECESSARY UPON REVIEW OF THIS DOCUMENTATION. 2. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF OVERHEAD DOOR COMPANY OF DENVER, INC. IN THE AMOUNT OF $49,563.00 RECORDED JUNE 29, 2009, UNDER RECEPTION NO. 200912659. RELEASE RECORDED JULY 27, 2010 RECEPTION NO. 201014680 HAS INCORRECT RECORDING RECEPTION NUMBER OF LIEN. 3. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF BAKER CONCRETE CONSTRUCTION INC. IN THE AMOUNT OF $568,313.09 RECORDED JUNE 29, 2009, UNDER RECEPTION NO. 200912671. 4. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF JD STEEL COMPANY, INC. IN THE AMOUNT OF $146,763.68 RECORDED JULY 13, 2009, UNDER RECEPTION NO. 200914446. 5. RELEASE OF NOTICE EXTENDING TIME TO FILE MECHANIC'S LIEN RECORDED JULY 16, 2009, UNDER RECEPTION NO. 200914709. ALTA COMMITMENT Schedule B - Section 1 (Requirements) Our Order No. VC50011594.3 Continued: 6. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF LAYTON CONSTRUCTION COMPANY, INC. IN THE AMOUNT OF $17,429,671.42 RECORDED JULY 21, 2009, UNDER RECEPTION NO. 200915295. 7. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF COLORADO PRECAST CONCRETE INC. IN THE AMOUNT OF $16,841.07 RECORDED AUGUST 12, 2009, UNDER RECEPTION NO. 200917708. 8. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF FIRETROL PROTECTION SYSTEMS INC. IN THE AMOUNT OF $884,570.36 RECORDED AUGUST 14, 2009, UNDER RECEPTION NO. 200917948. 9. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF JD STEEL CO, INC. IN THE AMOUNT OF $149,243.34 RECORDED SEPTEMBER 08, 2009, UNDER RECEPTION NO. 200919849. 10. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF KK MECHANICAL, INC. IN THE AMOUNT OF $5,349,193.92 RECORDED SEPTEMBER 14, 2009, UNDER RECEPTION NO. 200920279. 11. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF LAYTON CONSTRUCTION CO., INC. IN THE AMOUNT OF $27,008,262.00 RECORDED SEPTEMBER 14, 2009, UNDER RECEPTION NO. 200920282. 12. RELEASE OF NOTICE EXTENDING TIME TO FILE MECHANIC'S LIEN RECORDED SEPTEMBER 16, 2009, UNDER RECEPTION NO. 200920465. 13. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF WVC COMPANY IN THE AMOUNT OF $576,653.46 RECORDED SEPTEMBER 17, 2009, UNDER RECEPTION NO. 200920572. 14. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF INTERNATIONAL TECH NIFAB IN THE AMOUNT OF $138,045.87 RECORDED SEPTEMBER 18, 2009, UNDER RECEPTION NO. 200920709. 15. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF VOKNA WINDOWS DOORS IN THE • ALTA COMMITMENT Schedule B - Section 1 (Requirements) Our Order No. VC50011594.3 Continued: AMOUNT OF $140,008.07 RECORDED SEPTEMBER 24, 2009, UNDER RECEPTION NO. 200920975. 16. DISMISSAL OF OF LIS PENDENS RECORDED SEPTEMBER 24, 2009, UNDER RECEPTION NO. 200920986. 17. RELEASE OF NOTICE EXTENDING TIME TO FILE MECHANIC'S LIEN RECORDED SEPTEMBER 24, 2009, UNDER RECEPTION NO. 200920993. 18. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF WESTOVER CORP IN THE AMOUNT OF $174,596.63 RECORDED SEPTEMBER 24, 2009, UNDER RECEPTION NO. 200920994. 19. ORDER OF DISMISSAL ISSUED BY THE CLERK OF THE DISTRICT COURT IN AND FOR THE COUNTY OF EAGLE OF CIVIL ACTION NO. 09CV ENTITLED LAYTON CONSTRUCTION CO., INC.,, PLAINTIFF (S), VS. BARCLAYS CAPITAL REAL ESTATE, INC., VAIL DEVELOPMENT 09 LLC, ETAL, DEFENDANT (S). NOTICE OF LIS PENDENS RECORDED SEPTEMBER 25, 2009, UNDER RECEPTION NO. 200921155. 20. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF VOKNA WINDOWS DOORS IN THE AMOUNT OF $140,008.07 RECORDED SEPTEMBER 25, 2009, UNDER RECEPTION NO. 200921163. 21. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF WAGNER RENTS INC. IN THE AMOUNT OF $4,721.71 RECORDED SEPTEMBER 29, 2009, UNDER RECEPTION NO. 200921293. 22. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF DANA KEPNER CO INC. IN THE AMOUNT OF $22,280.26 RECORDED SEPTEMBER 29, 2009, UNDER RECEPTION NO. 200921294. 23. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF UNITED RENTALS TRENCH SAFETY IN THE AMOUNT OF $8,113.34 RECORDED OCTOBER 01, 2009, UNDER RECEPTION NO. 200921561. 24. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF JOHNSON MUCKERMAN ALTA COMMITMENT Schedule B - Section 1 (Requirements) Our Order No. VC50011594.3 Continued: ENTERPRISES INC. IN THE AMOUNT OF $2,414.00 RECORDED OCTOBER 01, 2009, UNDER RECEPTION NO. 200921564. 25. RELEASE OF NOTICE EXTENDING TIME TO FILE MECHANIC'S LIEN RECORDED OCTOBER 08, 2009, UNDER RECEPTION NO. 200922011. 26. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF JACK B. HENDERSON CONSTRUCTION COMPANY INC. IN THE AMOUNT OF $124,865.38 RECORDED OCTOBER 13, 2009, UNDER RECEPTION NO. 200922200. 27. ORDER OF DISMISSAL ISSUED BY THE CLERK OF THE DISTRICT COURT IN AND FOR THE COUNTY OF EAGLE OF CIVIL ACTION NO. 09CV606 ENTITLED LAYTON CONSTRUCTION CO., INC., PLAINTIFF (S), VS. BARCLAYS CAPITAL REAL ESTATE, INC., ETAL, DEFENDANT (S). NOTICE OF LIS PENDENS RECORDED NOVEMBER 03, 2009, UNDER RECEPTION NO. 200923714. 28. ORDER OF DISMISSAL ISSUED BY THE CLERK OF THE DISTRICT COURT IN AND FOR THE COUNTY OF EAGLE OF CIVIL ACTION NO. 2009CV606 ENTITLED LAYTON CONSTRUCTION CO, INC., PLAINTIFF (S), VS. BARCLAYS CAPITAL REAL ESTATE, INC., VAIL DEVELOPMENT 09 LLC, ETAL, DEFENDANT (S). NOTICE OF LIS PENDENS RECORDED NOVEMBER 03, 2009, UNDER RECEPTION NO. 200923741. 29. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF LAFARGE WEST, INC. IN THE AMOUNT OF $33,683.97 RECORDED NOVEMBER 16, 2009, UNDER RECEPTION NO. 200924501. 30. ORDER OF DISMISSAL ISSUED BY THE CLERK OF THE DISTRICT COURT IN AND FOR THE COUNTY OF EAGLE OF CIVIL ACTION NO. 09CV606 ENTITLED LAYTON CONSTRUCTION CO., INC., PLAINTIFF (S), VS. BARCLAY CAPITAL REAL ESTATE, INC.,, DEFENDANT (S). NOTICE OF LIS PENDENS RECORDED JANUARY 29, 2010, UNDER RECEPTION NO. 1851. 31. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF M &M CONSULTANTS, INC. DBA DUSTCO BUILDING SPECIALTIES, INC. IN THE AMOUNT OF $15,895.03 RECORDED MAY 17, 2010, UNDER RECEPTION NO. 201009313. RELEASE RECORDED JULY 14, 2010 RECEPTION NO. 201013867, IS NOT NOTARIZED. • ALTA COMMITMENT Schedule B - Section 1 (Requirements) Our Order No. VC50011594.3 Continued: 32. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF JOSUE CHAVEZ AND CASEWORK INCORPORATED IN THE AMOUNT OF $6,248.00 RECORDED JUNE 28, 2010, UNDER RECEPTION NO. 201012922. RELEASE OF LIEN RECORDED JULY 1, 2010 RECEPTION NO. 201013194 IS NOT SIGNED AND CONTAINS AN INCOMPLETE NOTARY ACKNOWLEDGEMENT. 33. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF GROUND ENGINEERING CONSULTANTS, INC. IN THE AMOUNT OF $24,439.50 RECORDED JULY 06, 2010, UNDER RECEPTION NO. 201013406. 34. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF EDGAR MANCERA AND CASE WORK INCORPORATED IN THE AMOUNT OF $2,770.00 RECORDED JULY 26, 2010, UNDER RECEPTION NO. 201014599. 35. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF MANUEL LOPEZ AND CASE WORK INCORPORATED IN THE AMOUNT OF $2,770.00 RECORDED JULY 26, 2010, UNDER RECEPTION NO. 201014600. 36. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF ALEJANDRO GARCIA AND CASE WORK INCORPORATED IN THE AMOUNT OF $1,210.00 RECORDED JULY 26, 2010, UNDER RECEPTION NO. 201014601. 37. RELEASE OF LIEN AS EVIDENCED BY THE STATEMENT OF FLAVIO DAMIAN VAZQUEZ AND CASE WORK INCORPORATED IN THE AMOUNT OF $2,310.00 RECORDED JULY 26, 2010, UNDER RECEPTION NO. 201014602. 38. RELEASE OF NOTICE EXTENDING TIME TO FILE MECHANIC'S LIEN RECORDED SEPTEMBER 02, 2010, UNDER RECEPTION NO. 201017374. 39. PARTIAL RELEASE OF DEED OF TRUST DATED FEBRUARY 27, 2007, FROM BLACK DIAMOND RESORTS - VAIL LLC TO THE PUBLIC TRUSTEE OF EAGLE COUNTY FOR THE USE OF BARCLAYS CAPITAL REAL ESTATE INC., A DELAWARE CORPORATION TO SECURE THE SUM OF $194,500,000.00 RECORDED MARCH 05, 2007, UNDER RECEPTION NO. 200705568. ALTA COMMITMENT Schedule B - Section 1 (Requirements) Our Order No. VC50011594.3 Continued: SAID DEED OF TRUST WAS FURTHER SECURED BY ASSIGNMENT OF LEASES AND RENTS RECORDED MARCH 05, 2007, UNDER RECEPTION NO. 200705569. 40. EVIDENCE SATISFACTORY TO THE COMPANY THAT THE TERMS, CONDITIONS AND PROVISIONS OF THE TOWN OF VAIL TRANSFER TAX HAVE BEEN SATISFIED. 41. WARRANTY DEED FROM VAIL DEVELOPMENT 09 LLC, A DELAWARE LIMITED LIABILITY COMPANY TO VAIL RESIDENTIAL 09, LLC, A DELAWARE LIMITED LIABILITY COMPANY CONVEYING SUBJECT PROPERTY. ALTA COMMITMENT Schedule B - Section 2 (Exceptions) Our Order No. VC50011594.3 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Any facts, rights, interests, or claims thereof, not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 2. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment. 6. Any and all unpaid taxes, assessments and unredeemed tax sales. 7. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 8. RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES AS RESERVED IN UNITED STATES PATENT RECORDED SEPTEMBER 04, 1923, IN BOOK 93 AT PAGE 98. 9. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED SEPTEMBER 04, 1923, IN BOOK 93 AT PAGE 98. 10. RESTRICTIVE COVENANTS WHICH DO NOT CONTAIN A FORFEITURE OR REVERTER CLAUSE, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW, AS CONTAINED IN INSTRUMENT RECORDED JANUARY 09, 1963, IN BOOK 174 AT PAGE 431. THE PLANNING AND ARCHITECTURAL CONTROL COMMITTEE REFERRED TO IN THE DOCUMENT DESCRIBED ABOVE DOES NOT EXIST AND THE REVIEW AND APPROVAL PROCESS FOR IMPROVEMENTS PROVIDED FOR IN THE DOCUMENT IS PERFORMED BY THE ALTA COMMITMENT Schedule B - Section 2 (Exceptions) Our Order No. VC50011594.3 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: TOWN OF VAIL, COLORADO. 11. RIGHT OF WAY EASEMENT AS GRANTED TO THE MOUNTAIN STATES TELEPHONE AND TELEGRAPH COMPANY, A COLORADO CORPORATION IN INSTRUMENT RECORDED OCTOBER 20, 1969 IN BOOK 216 AT PAGE 211. 12. RIGHT OF WAY EASEMENT AS GRANTED TO THE MOUNTAIN STATES TELEPHONE AND TELEGRAPH COMPANY, A COLORADO CORPORATION IN INSTRUMENT RECORDED OCTOBER 20, 1969 IN BOOK 216 AT PAGE 212. 13. TERMS, CONDITIONS AND PROVISIONS OF CABLE TELEVISION EASEMENT AND MAINTENANCE AGREEMENT RECORDED NOVEMBER 05, 1993 IN BOOK 624 AT PAGE 152. 14. TERMS, CONDITIONS AND PROVISIONS OF AIR SPACE AGREEMENT RECORDED FEBRUARY 11, 2005, RECEPTION NO. 906003. 15. TERMS, CONDITIONS AND PROVISIONS OF EASEMENT AGREEMENT RECORDED FEBRUARY 11, 2005 RECEPTION NO. 906004, AS THE SAME MAY BE AMENDED PURSUANT TO THE TERMS OF SUCH INSTRUMENT. 16. TERMS, CONDITIONS AND PROVISIONS OF CONSTRUCTION AGREEMENT AND TEMPORARY CONSTRUCTION AGREEMENT RECORDED FEBRUARY 11, 2005 RECEPTION NO. 906005 AND AMENDMENT THERETO RECORDED JANUARY 13, 2006 RECEPTION NO. 200601053. 17. TERMS, CONDITIONS AND PROVISIONS OF RIGHT OF ENTRY AGREEMENT AND GRANT OF TEMPORARY ENCROACHMENT EASEMENT RECORDED AUGUST 29, 2006 AT RECEPTION NO. 200623567. 18. TERMS, CONDITIONS AND PROVISIONS OF HOLY CROSS ENERGY UNDERGROUND RIGHT -OF -WAY EASEMENT RECORDED NOVEMBER 14, 2006 AT RECEPTION NO. 200631217. 19. TERMS, CONDITIONS AND PROVISIONS OF DRAINAGE EASEMENT RECORDED JANUARY 05, 2007 AT RECEPTION NO. 200700334. ALTA COMMITMENT Schedule B - Section 2 (Exceptions) Our Order No. VC50011594.3 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 20. TERMS, CONDITIONS AND PROVISIONS OF EASEMENT AGREEMENT RECORDED FEBRUARY 02, 2007 AT RECEPTION NO. 200702943. 21. TERMS, CONDITIONS AND PROVISIONS OF SOIL NAILS EASEMENT AGREEMENT RECORDED MARCH 07, 2007 AT RECEPTION NO. 200705994. 22. NO KNOWN MATTERS OTHERWISE APPROPRIATE TO BE SHOWN HAVE BEEN DELETED FROM THIS REPORT, WHICH IS NOT A POLICY OF TITLE INSURANCE BUT A REPORT TO FACILITATE THE ISSUANCE OF A POLICY OF TITLE INSURANCE. 23. FOR PURPOSES OF POLICY ISSUANCE, NO ITEMS HAVE BEEN ELIMINATED ON THE BASIS OF AN INDEMNITY AGREEMENT OR OTHER AGREEMENT SATISFACTORY TO THE COMPANY AS INSURER. Recording Requested By and When Recorded Mail To: Ballard Spahr Andrews & Ingersoll LLP 1225 17 Street, Suite 2300 Denver, Colorado 80202 Attn: Gwendolyn C. Allen, Esq. RESORT DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ONE VAIL ROAD RESORT DMWEST #7269093 v5 TABLE OF CONTENTS Page ARTICLE 1 GENERAL 2 1.1. Description of Common Interest Community 2 1.2. Description of Components 3 1.3. Common Elements 3 1.4. Special Declarant Rights 3 1.5. Allocated Interests. 4 1.6. Restrictions on Use, Occupancy or Alienation 5 1.7. Recording Data for Easements and Licenses 5 1.8. Sales, Re -sales and Related Purposes 5 1.9. Control and Services 5 1.10. Budgets 7 1.11. Management 8 ARTICLE 2 OF THE RESORT AREAS 9 2.1. Components and Units 9 2.2. Delineation of Components 11 ARTICLE 3 EASEMENTS 11 3.1. Grant of Easements 11 3.2. Maintenance of Easements and Responsibility for Resort Common Areas 12 3.3. Limitations on Grants 14 3.4. Reservation of Easements 17 3.5. Termination and Abandonment of Rights 17 3.6. No Merger 17 3.7. Prohibition Against Granting Easements 18 3.8. Storage Areas 18 3.9. Access Fee 18 ARTICLE 4 OPERATION OF PARKING AREA 18 4.1. Parking Rights 18 4.2. Parking Area Charges 20 4.3. Operation of Parking Areas 20 ARTICLE 5 RESORT RULES AND REGULATIONS 21 ARTICLE 6 INSURANCE 21 6.1. Casualty Insurance 21 6.2. Liability Insurance 22 6.3. Workers' Compensation Insurance 23 DMWEST #7269093 v5 i r . 6.4. Obligation to Maintain Insurance Before Completion 24 6.5. Directors and Officers Insurance 24 6.6. Form of Policies 24 6.7. Insurance Premiums and Use of Policy Proceeds 25 6.8. Resort Association Board's Right to Obtain Insurance 25 6.9. Unavailability of Insurance 25 6.10. Waiver of Subrogation 25 6.11. Indemnity 26 ARTICLE 7 THE RESORT ASSOCIATION 26 7.1. Creation of Resort Association 26 7.2. Duties and Powers 26 7.3. Resort Association Board 26 7.4. Use of Resort Association Manager as Agent 27 7.5. File Maintenance /Transfers 27 7.6. Limitation on Liability of Officers and Directors; Indemnification 28 ARTICLE 8 POWER AND DUTIES 29 8.1. Powers and Duties of the Resort Association 29 8.2. Powers and Duties of the Resort Association Board 29 ARTICLE 9 MANAGEMENT OF RESORT ASSOCIATION 35 9.1. Resort Association Manager, Powers and Limitations 35 9.2. Term of Resort Association Manager 35 9.3. Termination of Resort Association Manager 35 9.4. Action by Resort Association Board 35 9.5. Commencement of Service 35 9.6. Notice of Selection of Resort Association Manager 36 9.7. Release of Former Resort Association Manager 36 9.8. Removal of Resort Association Manager 36 9.9. Election of Interim Resort Association Manager 36 ARTICLE 10 COMMON EXPENSES 36 10.1. Resort Association Expenses 36 10.2. Resort Reserve Expenses 37 10.3. Resort Operating Expenses 37 10.4. Resort Utility Expenses 37 10.5. Negligence and Misconduct 37 10.6. Acknowledgment of Amount of Expenses 37 10.7. Commencement and Collection of Expenses. 38 10.8. Right to Inspect Books 38 10.9. Payment of Real Property Taxes and Assessments 39 10.10. Payments 39 10.11. Liens. 39 DMWEST #7269093 v5 ii � f 10.12. Obligations to Pay Expenses 40 10.13. Other Remedies 40 10.14. Right to Cure 40 ARTICLE 11 ARCHITECTURAL CONTROL 41 11.1. Approval Required 41 11.2. Enforcement 41 ARTICLE 12 DESTRUCTION 41 12.1. Repair in Event of Casualty. 41 12.2. Expanded Meaning of Damage and Repair 42 12.3. Assessment of Owners 42 12.4. Fees and Expenses 43 ARTICLE 13 ENFORCEMENT 43 13.1. Power to Suspend Privileges 43 13.2. Power to Levy and Assess Fines 43 13.3. Entry onto Land 43 13.4. Commencement of Proceedings 44 13.5. Joint and Several Liability 44 13.6. Deemed to Constitute a Nuisance 44 13.7. Inspection 44 13.8. Failure to Enforce Not a Waiver of Rights 44 13.9. Termination 44 13.10. Required Notices to Mortgagees 45 13.11. Waiver and Claims 45 13.12. Force Majeure 45 ARTICLE 14 PROTECTION OF MORTGAGEES 45 14.1. Conflict 45 14.2. Application of Assessments 46 14.3. Subordination of Assessment Lien 46 14.4. Limitation of Enforcement Against Mortgagees 46 14.5. Notice by Mortgagees 46 14.6. Notice 46 ARTICLE 15 GENERAL PROVISIONS 46 15.1. Amendment 46 15.2. Covenant Against Discrimination 47 15.3. Notices 47 15.4. Constructive Notice and Acceptance 48 15.5. Liberal Construction 48 15.6. Effect of Invalidation 48 DMWEST #7269093 v5 iii 15.7. Cumulative Remedies 49 15.8. Attorneys' Fees and Costs 49 15.9. No Public Dedication 49 15.10. Governing Law 49 15.11. Headings 49 15.12. Gender and Number 49 15.13. Exhibits 49 15.14. Arbitration 50 15.15. Provisions Run With Land 50 15.16. Incorporation of this Resort Declaration into Deeds 50 15.17. Successors 50 15.18. Association's Responsibility 51 15.19. Conflict of Provisions 51 15.20. Third Party Beneficiary Rights 51 LIST OF EXHIBITS Exhibit A Legal Description of Development Land Exhibit B Master Definitions Exhibit C Allocated Interests Exhibit D Resort Plat Exhibit E Easements and Licenses of Record Exhibit F Basic Services DMWEST #7269093 v5 1V BSAI DRAFT 11/24/09 RESORT DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ONE VAIL ROAD RESORT RESORT DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ONE VAIL ROAD RESORT is made as of , 20 by VAIL DEVELOPMENT 09 LLC, a Delaware limited liability company ( "Declarant "). RECITALS A. Declarant is the owner of certain real property consisting of land located in the Town of Vail, Eagle County, Colorado, as more particularly described in Exhibit A attached hereto and defined in the Master Definitions attached hereto as Exhibit B as the "Development Land ". B. Declarant is developing on the Development Land a resort project consisting initially of (1) the Hotel, which is expected to include approximately 120 hotel guestrooms and suites and other related amenities (which, from time to time, might include a private health club /spa, meeting space, skier services facilities, retail shops, restaurants, ski concierge and other commercial areas and similar amenities as well), (2) approximately 35 condominium units, 16 of which are intended to be used and occupied as typical whole - ownership condominium units and are defined in the Master Definitions attached hereto as Exhibit B as the "Private Residence Units ", and 19 of which are intended to be subjected to a plan of fractional ownership and are defined in the Master Definitions attached hereto as Exhibit B as the "Club Units ", in which Fractional Interests will be sold, and (3) the Resort Common Areas, being the areas intended for the common benefit of all of the holders of Ownership Interests. C. Under this Resort Declaration, the Development Land will be divided into three Components: (1) the Hotel Component, (2) the Private Residence Component, and (3) the Club Component. The Private Residence Component, as further defined in the Master Definitions, will essentially consist of the Private Residence Units and the Common Elements appurtenant thereto. The Club Component, as further defined in the Master Definitions, will essentially consist of the Club Units and the Common Elements appurtenant thereto. The Hotel Component consists of all the real property within the Resort other than the Private Residence Component and the Club Component. The Hotel Component includes the Hotel and the Resort Common Areas. The "Resort" consists of the Development Land and all improvements located thereon, expressly including the Units. D. The Hotel Component will be owned by Hotel Owner. The Private Residence Component and the Club Component will initially be owned by Declarant or an affiliate of Declarant. At such time as all of the Private Residence Units and Fractional Interests have been sold to third -party purchasers, Declarant and its affiliates will have no further ownership interest in the Private Residence Component or the Club Component DMWEST #7269093 v5 E. The Resort Association shall govern the Resort Common Areas. Under separate condominium declarations, condominium common interest communities (as that term is defined under the Act) shall be created and separate condominium associations shall govern each of the Private Residence Component and the Club Component. Under such declarations and/or other Governing Instruments of such components, certain powers of each such common interest community shall be delegated to the Resort Association. F. By this Resort Declaration, it is the intention of Declarant to establish a common scheme and plan for the use, enjoyment, operation, management, repair, maintenance, restoration and improvement of the Resort (including the Hotel Component, Private Residence Component and Club Component), all residential, commercial and other improvements constructed thereon and the interests therein conveyed or reserved, and for the payment of taxes, assessments, insurance premiums and other expenses pertaining thereto. Declarant intends that the owners, mortgagees, occupants and all other persons hereafter acquiring any interest in the Resort, any part thereof or any improvement thereon, shall at all times enjoy the benefits of, and shall hold, sell and convey their interests subject to the rights, easements, covenants, conditions, restrictions and obligations hereinafter set forth, all of which are hereby declared to be in furtherance of a general plan to promote and protect the cooperative aspect thereof and are established for the purpose of enhancing and perfecting the value, desirability and attractiveness thereof. NOW THEREFORE, in furtherance of such intent, Declarant hereby declares that the Resort shall be held, conveyed, hypothecated, mortgaged, encumbered, leased, rented, used, occupied and improved subject to the following covenants, conditions and restrictions set forth in this Resort Declaration (as this Resort Declaration may be amended from time to time in accordance with the terms hereof and thereof), all of which are declared to be in furtherance of a plan established for the purpose of enhancing and perfecting the value, desirability and enjoyment thereof. All of the covenants, conditions and restrictions set forth in this Resort Declaration shall constitute covenants running with the land and equitable servitudes and liens and shall be binding upon and for the benefit of Declarant and all parties having or acquiring an interest therefrom including, but not limited to, the owner(s) of the Hotel Component, the Private Residence Component and the Club Component and each holder of an interest in any Private Residence Units and/or Club Units and the heirs, successors, executors, administrators and assigns of any such parties and all subsequent owners of any such interests. Unless otherwise defined herein, all capitalized terms used in this Declaration shall have the meaning set forth in the Master Definitions attached hereto as Exhibit B. All defined terms used and/or referred to in the Recitals are further defined in the Master Definitions. ARTICLE 1 GENERAL 1.1. Description of Common Interest Community. This Resort Declaration creates a "common interest community" as defined in and as subject to the Act. The common interest community created hereunder is called the "One Vail Road Resort" and its governing association is called the "One Vail Road Resort Association, Inc." The Resort is located in the Town of Vail, Eagle County, Colorado. The Development Land contains all the real property comprising the Resort. The Resort is not a "condominium" (as that term is defined under the Act), but rather DMWEST #7269093 v5 2 is a "planned community" (as that term is defined under the Act). The governing body of the Resort is the Resort Association, and the Resort Association is intended to be a "master association" (as that term is defined under the Act), possessing all the rights and privileges available to such master associations to the greatest extent allowable under the Act. 1.2. Description of Components. The Resort shall consist of three "units" (as that term is defined under the Act). So as to avoid confusion with the Private Residence Units and the Club Units, each of such three units in the Resort will be referred to as a "Component." Promptly following the recordation of this Resort Declaration, Declarant intends to convey each of the Private Residence Component and the Club Component to Declarant's affiliate, Vail Residential 09, LLC, a Delaware limited liability company, which entity shall then declare the Private Residence Component and Club Component as a condominium pursuant to the Private Residence Declaration and the Club Declaration, respectively. The three Components are the Private Residence Component, the Club Component, and the Hotel Component, as each is defined in the Master Definitions. The locations of the areas of the Resort that comprise the Private Residence Component, the Club Component, and those portions of the Resort Common Areas and the Hotel which can be located, depicted and designated on a map are depicted in the Resort Plat. 1.3. Common Elements. Upon recordation of the Private Residence Declaration and the Club Declaration, the Common Elements appurtenant to the Club Units and the Private Residence Units shall consist of the Unit Owners' interests in the easements over, across and through the Resort Common Areas granted to the Unit Owners pursuant to Section 3.1. 1.4. Special Declarant Rights. Declarant expressly reserves to and for Declarant the right to subdivide the Hotel and thereafter to convey one or more of the resulting subdivided parcels or units to a third party and /or to subject the same to a condominium regime or to further restrictive covenants, to convert portions of the Hotel into Resort Common Areas, or to designate any portion of the Hotel for business or commercial uses in accordance with applicable law (collectively, the "Development Rights "). Subdivision of the Hotel will not result in a number of additional Units created therefrom in excess of the greater of (a) the maximum number permitted by law, or (b) 130 units. Declarant hereby assigns such Development Rights to Hotel Owner. Hotel Owner may exercise any or all of the Development Rights so reserved at any time with respect to all or any portion of the Hotel. No assurances are made with respect to the boundaries of any portions of the Hotel that may be subjected to the Development Rights or the order in which such portions of the Hotel may be subjected to the Development Rights. Exercise of a Development Right with respect to any portion of the Hotel does not require exercise of a Development Right on any other portion of the Hotel. 1.4.1. Termination of Expansion and Development Rights. The Development Rights reserved to Hotel Owner, for itself, its successors and assigns, shall expire one hundred (100) years after the date of recording this Declaration in the Office of the County Recorder, unless the Development Rights are reinstated or extended by the Resort Association, subject to whatever terms, conditions, and limitations the Resort Association Board may impose on the subsequent exercise of the Development Rights by Hotel Owner. Hotel Owner may at any time release and relinquish some or all of the Development Rights with respect to all or any part of the Hotel subject to such rights by an instrument executed by Hotel Owner and effective when DMWEST #7269093 v5 3 recorded in the Office of the County Recorder. Upon the expiration or other termination of the Development Rights, any portion of the Resort then subject to such rights shall remain as part of the Hotel. 1.4.2. Interference With Expansion or Development Rights. No Association nor any Unit Owner may take any action or adopt any rule or regulation that will interfere with or diminish any Development Rights reserved by this Section 1.4 without the prior written consent of the Hotel Owner. 1.4.3. Transfer of Expansion or Development Rights. Any Development Rights created or reserved under this Section 1.4 for the benefit of Hotel Owner may be transferred to any person by an instrument expressly describing the rights transferred in whole or in part and recorded in the Office of the County Recorder. Such instrument shall be executed by Hotel Owner and the transferee. 1.5. Allocated Interests. 1.5.1. Allocation of Interests. The Allocated Interests assigned to each Component are set forth on Exhibit D. The Allocated Interests have been assigned to the Components in accordance with the formulae set out in Section 1.5.2 below. 1.5.2. Formulae for Determining Allocated Interests. The Allocated Interest applicable to each Component is based generally on the percentage of the aggregate square footages of each of (i) the Hotel, (ii) the Private Residence Component, and (iii) the Club Component, relative to the combined square footage of the Hotel, the Private Residence Component and the Club Component. 1.5.3. Common Expenses Liability. Subject to adjustments pursuant to Section 1.5.7, the percentage of the Common Expenses allocated to each Component is equivalent to and based on each respective Component's Allocated Interest. The liability for Common Expenses of Private Residence Owners and Club Owners are as set forth in the Private Residence Declaration and the Club Declaration, respectively. 1.5.4. Voting. Each Component shall be allocated a percentage of the total voting power in the Resort Association (as determined in accordance with the Allocated Interests). Any specified percentage, portion or fraction of Resort Association Members or voting of Resort Association Members, unless otherwise stated in the Governing Instruments, means the specified percentage, portion, or fraction of all of the votes as allocated in Exhibit D. 1.5.5. Rounding Convention. Any Allocated Interest, stated as a fraction, shall be rounded up to the nearest one percent (.O1 %). The total of all Allocated Interests shall be deemed to equal to one hundred percent (100 %) for purposes of this Resort Declaration. In the event of any discrepancy between the Allocated Interest and the result derived from the application of a formula, because of the actual square footage of a Unit as constructed, or any other reason, the Allocated Interest prevails. DMWEST #7269093 v5 4 1.5.6. Effective Date of Reallocation. The effective date for reallocating Allocated Interests to Components as a result of the exercise of Development Rights shall be the date on which the amendment required therefor is recorded. 1.5.7. Apportionment of Assessments. Assessments levied by the Resort Association shall be assessed to the Components in proportion to their Allocated Interests, subject to adjustments for: (a) Common Expenses which are separately metered or assessed to the Units or Components by third parties or pursuant to service agreement with third parties; (b) Common Expenses or portions thereof benefiting fewer than all of the Units or Components which shall be assessed exclusively against the Units or Components benefited in proportion to the benefits each derives therefor, as established by the Resort Association Board; (c) any increased cost of insurance based upon risk which shall be assessed to Units or Components in proportion to the risk as established by the Resort Association Board; (d) any Common Expense caused by the misconduct of any Unit Owner(s) (or their Permitted Users or Permittees), which may be assessed exclusively or on such other equitable basis as the Resort Association Board shall determine against such Unit Owner(s) (or their Permitted Users or Permittees); and (e) any Common Expenses which are charged equally to the Units or Components, which determination shall be made at the sole discretion of the Resort Association Board. 1.6. Restrictions on Use, Occupancy or Alienation. Any restrictions on the use, occupancy, or alienation applicable to the Resort or portions thereof are set forth in the Governing Instruments. 1.7. Recording Data for Easements and Licenses. The Private Residence Declaration and Club Declaration referred to herein may include certain easements and /or licenses applicable to the Resort. Such documents will be or have been recorded simultaneously with the recording of this Resort Declaration, in the Office of the County Recorder. The recording data for recorded easements and licenses appurtenant to, or included in, the Resort or to which any portion of the Resort is subject, that are of record thirty days prior to the recordation date of this Declaration, are set forth in Exhibit E. 1.8. Sales, Re -sales and Related Purposes. In accordance with the Private Residence Declaration and the Club Declaration and as further provided for therein, Declarant, for itself, its successors, assigns, agents, employees, contractors, subcontractors and other authorized personnel, reserves the right to maintain sales offices, management offices, models and the like within the Resort Common Areas. 1.9. Control and Services. 1.9.1. General. The Hotel shall be owned by Hotel Owner and operated by Hotel Owner or by the Hotel Manager and the Private Residence Units and the Club Units will be sold to and used by third party purchasers. The Private Residence Component and the Club Component shall be dependent upon the Hotel Component for Structural and Mechanical Support (as discussed in Section 3.1.2 below) and certain services that are or may be provided from the Hotel Component. In addition, certain services, referred to herein as A la Carte Services, may be provided by Hotel Owner (as discussed in Section 1.9.3 below). DMWEST #7269093 v5 5 1.9.2. Control Over Resort Common Areas. Subject to the terms and conditions of Articles 3 and 4 of this Resort Declaration, the Resort Association shall have absolute control over the Resort Common Areas. The Resort Association Board, the Resort Association, the Private Residence Association Board, the Private Residence Association, the Club Association Board, the Club Association, and all Unit Owners expressly acknowledge and agree that: (a) except in the event of an emergency or the failure of the Resort Association to comply with its obligations hereunder (and then only to the extent permitted under Section 3.2.2 hereof), neither the Private Residence Association Board, the Private Residence Association, the Club Association Board, the Club Association, nor any Unit Owner shall take any action to prevent or otherwise interfere with or impede Resort Association's control over the Resort Common Areas; and (b) except in the event of an emergency or the failure of the Resort Association to comply with its obligations hereunder (and then only to the extent permitted under Section 3.2.2 hereof), neither the Private Residence Association, the Private Residence Association Board, the Club Association, the Club Association Board nor any Unit Owner shall have the right to erect additional buildings or other structures within the Resort or to add to or otherwise construct, renovate, improve, alter, modify, redesign, change, rearrange, reconstruct, modify, expand, reduce, or supplement or otherwise demolish or remove structures or other improvements (other than, subject to the applicable terms and conditions of the Governing Instruments, within the Units) now or hereafter existing within the Resort including, without limitation, within the Resort Common Areas. 1.9.3. Services. As currently contemplated, three types of services are or shall be provided or made available to the Private Residence Association, the Club Association and /or the Unit Owners, and (as applicable) the Hotel Owner, as follows: (a) Basic Services. Basic Services as set forth in Exhibit F, attached hereto will be provided by the Resort Association (or, at its direction pursuant to a contract therewith, by the Resort Association Manager) to the Hotel Owner, the Private Residence Association and the Club Association generally and the Unit Owners specifically for the term of this Resort Declaration. The amount charged by the Resort Association for providing the Basic Services (which may include a reasonable profit including a management fee to Resort Association Manager) will be part of the Resort Operating Expenses. Notwithstanding anything to the contrary set forth in this Resort Declaration or otherwise, the Basic Services listed on Exhibit F to this Resort Declaration are, as of the date of this Resort Declaration, anticipated to be provided under the Resort Association Management Agreement, by the Resort Association Manager, however, although such list is attached hereto as a list of services that will be provided as "Basic Services" as of the recordation of this Resort Declaration, the Resort Association shall have the right to add or subtract or otherwise alter the list of services and/or change the manner in which such services are provided so long as the resulting list of services is substantially equivalent (subject to changes that are dictated by obsolescence, technological evolution or Laws) to the list attached hereto as Exhibit F (as such list may be amended from time to time in accordance with the foregoing provisions of this Section 1.9.3(a)) or is otherwise approved by the Resort Association in accordance with the terms and conditions of the Resort Bylaws. DMWEST #7269093 v5 6 (b) Management Services. Management Services will be provided by the Resort Association (or, at its direction pursuant to a contract therewith, by the Resort Association Manager) to the Private Residence Association and the Club Association generally and the Unit Owners specifically if and to the extent negotiated from time to time between the Resort Association and /or the Resort Association Manager, on the one hand, and the Private Residence Association and /or the Club Association, on the other hand, evidenced pursuant to the terms and conditions of, and only during the term of, any Resort Association Management Agreement. The cost of the Management Services (which may include a fee or other profit to the Resort Association Manager) will be borne exclusively by the contracting Association in accordance with Section 1.9.4. Management Services will be provided, if at all, pursuant to the Resort Association Management Agreement and neither the Resort Association nor any other party shall in any way be obligated to provide such services to any Unit Owners except and to the extent such parties agree (as a part of the form and substance of the Resort Association Management Agreement executed by such parties from time to time) with respect thereto. (c) A la Carte Services. A la Carte Services may be provided to the Unit Owners and their Permitted Users by Hotel Manager (on behalf of Hotel Owner) or by Resort Association Manager (on behalf of Resort Association) pursuant to separate written agreements by and between each Unit Owner and Hotel Manager or Resort Association Manager (as agent for Hotel Owner or Resort Association, as the case may be). Provision of A la Carte Services is completely discretionary at the election of Hotel Owner, Hotel Manager and the Resort Association Manager. A la Carte Services are paid for by each Unit Owner on a per use, per diem or other periodic basis agreed to by and between the Unit Owner and Hotel Manager or Resort Association Manager. 1.9.4. Exclusive Services. The cost and expense of any services to be exclusively provided to one of Hotel Owner, the Private Residence Association or its Members, or the Club Association or its Members shall be separately incurred by and paid by each. In avoidance of doubt, any expense that is incurred for the exclusive benefit of Hotel Owner shall be paid by Hotel Owner, any expense that is incurred for the exclusive benefit of the Private Residence Owners shall be paid by the Private Residence Association and /or any expense that is incurred for the exclusive benefit of the Club Owners shall be paid by the Club Association. In the event a service is provided and an expense is incurred for the benefit of the Private Residence Owners and the Club Owners but not the Hotel Owner, such expenses shall be allocated between the Club Component and the Private Residence Component based on the ratio of each of their Allocated Interests to the sum of their Allocated Interests. 1.10. Budgets. The Resort Association, the Private Residence Association and the Club Association shall each be subject to and prepare its own budget as follows: 1.10.1. Resort Association Budget. The Resort Association Budget will be prepared by the Resort Association (or, at the Resort Association's direction, the Resort Association Manager on behalf of the Resort Association). The Resort Association Budget will be funded by and allocated to Hotel Owner, the Private Residence Association and the Club Association in a manner consistent with the Allocated Interests and the terms and conditions of Article 10 below. The Resort Association Budget will be subject to approval of the Resort Association pursuant to this Resort Declaration in accordance with the Act. The Resort DMWEST #7269093 v5 7 Association Board shall schedule a meeting of the Resort Association Members to, among other things, consider the Resort Association Budget. Such meeting shall be scheduled, in accordance with the Resort Bylaws, after the distribution of the Resort Association Budget, but before the beginning of the Fiscal Year. 1.10.2. Private Residence Association Budget. The Private Residence Association Budget will be prepared by the Private Residence Association (or, at the Private Residence Association's direction, the Private Residence Association Manager or the Resort Association Manager on behalf of the Private Residence Association) in accordance with the Private Residence Declaration. The Private Residence Association Budget shall include, as a Private Residence Expense, the costs and expenses from the Resort Association Budget allocated to the Private Residence Component. The Private Residence Association Budget will be funded by Private Residence Assessments payable by Private Residence Owners. The Private Residence Association Budget will be subject to approval of the Private Residence Association pursuant to the Private Residence Declaration in accordance with the Act. 1.10.3. Club Association Budget. The Club Association Budget will be prepared by the Club Association in accordance with the Club Declaration (or, at the Club Association's direction, the Club Association Manager or the Resort Association Manager on behalf of the Club Association). The Club Association Budget shall include, as a Club Expense, the costs and expenses from the Resort Association Budget allocated to the Club Component. The Club Association Budget will be funded by Club Assessments payable by Club Owners pursuant to the terms and conditions of the Club Declaration. The Club Association Budget will be subject to approval of the Club Association pursuant to the Club Declaration in accordance with the Act. 1.11. Management. 1.11.1. Resort Common Area Management. The Resort Association may contract with and delegate any Resort Association management obligations under this Resort Declaration, including the operation and maintenance of the Resort Common Areas or the provision of Basic Services, or Management Services, to one or more third party management companies selected by the Resort Association Board which management company may be the Resort Association Manager. To the extent any duties and responsibilities of the Resort Association to repair and maintain the Resort Common Areas and /or to provide the Basic Services and the Management Services as provided in this Resort Declaration are delegated to a third party management company, the Resort Association shall be relieved of any obligation or liability to the Private Residence Association and /or the Club Association and /or any Unit Owner and/or any of their respective Permitted Users or Permittees (and each and all such parties shall look only to such third party management company) for the non - performance of any such delegated duties and responsibilities unless the Resort Association shall intentionally interfere therewith and /or prevent the performance thereof. 1.11.2. Resort Association Management. The Resort Association may contract with the Resort Association Manager for the management of the Resort Association in accordance with Article 9 and matters related thereto including, but not limited to, the repair, replacement and maintenance of any personal and /or intangible property owned by the Resort Association, as more fully set forth in the Resort Association Management Agreement. DMWEST #7269093 v5 8 1.11.3. Private Residence Association Management. The Private Residence Association may contract with the Private Residence Association Manager for the operation of the Private Residence Association and matters related thereto, to the extent such powers and duties are not delegated to the Resort Association, all as set forth in the Private Residence Declaration. 1.11.4. Club Association Management. The Club Association may contract with the Club Association Manager for the operation of the Club Association and matters related thereto including, but not limited to, the repair, replacement and maintenance of the Club Furnishings and other Club Property, as well as the operation of the Club Regime, to the extent such powers and duties are not delegated to the Resort Association, all as set forth in the Club Declaration. ARTICLE 2 OF THE RESORT AREAS 2.1. Components and Units. The Resort is divided into three Components: the Hotel Component, the Private Residence Component and the Club Component. The Private Residence Component shall be subdivided into the Private Residence Units (together with the Common Elements appurtenant thereto) pursuant to the Private Residence Declaration. The Club Component shall be subdivided into the Club Units (together with the Common Elements appurtenant thereto) pursuant to the Club Declaration. The Hotel Component includes the Hotel and the Resort Common Areas, Hotel Owner has granted certain easements and licenses in, over, around and through the Resort Common Areas for which the Resort Association has certain obligations pursuant to Section 1.9.3, Section 1.11.1 and Article 3. The cost and expense associated with the Resort Common Areas shall be allocated among the Hotel Component, the Private Residence Component, and the Club Component as provided in Article 10 hereof. As an introduction to and summary of (but not in any way intending to supersede any other term or condition of this Resort Declaration that is more specific or comprehensive than the following), the use, benefit, control, maintenance and expense characteristics of the Units, the Hotel, and the Resort Common Areas are as follows: 2.1.1. Private Residence Units. Subject to all other applicable terms and conditions of this Resort Declaration: (a) Use. The Private Residence Units shall be for the sole and exclusive use, access and enjoyment of their respective Private Residence Owners all in accordance with the Private Residence Governing Instruments. (b) Benefit. The Private Residence Units shall be for the sole and exclusive benefit of their respective Private Residence Owners in accordance with the Private Residence Governing Instruments. (c) Control. The Private Residence Units shall be under the sole and exclusive control of their respective Private Residence Owners in accordance with the Private Residence Governing Instruments. DMWEST #7269093 v5 9 (d) Maintenance. The Private Residence Units shall be operated and maintained, repaired and replaced solely and exclusively by their respective Private Residence Owners in accordance with the Private Residence Governing Instruments. (e) Expenses. All expenses of the Private Residence Units and the Private Residence Property shall be the sole and exclusive responsibility of the Private Residence Owners and shall be paid in accordance with the Private Residence Governing Instruments. 2.1.2. Club Units. Subject to all other applicable terms and conditions of this Resort Declaration: (a) Use. The Club Units shall be for the sole and exclusive use, access and enjoyment of the Club Association and the Club Owners all in accordance with the Club Governing Instruments. (b) Benefit. The Club Units shall be for the sole and exclusive benefit of the Club Association and the Club Owners in accordance with the Club Governing Instruments. (c) Control. The Club Units shall be under the sole and exclusive control of the Club Association and the Club Owners in accordance with the Club Governing Instruments, except to the extent the powers and duties of the Club Association are delegated to the Resort Association pursuant to the Governing Instruments. (d) Maintenance. The Club Units shall be operated and maintained, repaired and replaced solely and exclusively by the Club Association in accordance with the Club Governing Instruments, except to the extent the powers and duties of the Club Association are delegated to the Resort Association pursuant to the Club Governing Instruments. (e) Expenses. All expenses of the Club Units and the Club Property shall be the sole and exclusive responsibility of the Club Owners and shall be paid in accordance with the Club Governing Instrument. 2.1.3. Hotel. Subject to all other applicable terms and conditions of this Resort Declaration: (a) Use. The Hotel shall be for the sole and exclusive use, access and enjoyment of Hotel Owner and its Tenants, Permitted Users and Permittees. (b) Benefit. The Hotel shall be for the sole and exclusive benefit of Hotel Owner. (c) Control. The Hotel shall be under the sole and exclusive control of Hotel Owner. (d) Maintenance. The Hotel shall be operated, maintained, repaired and replaced solely and exclusively by Hotel Owner. DMWEST #7269093 v5 10 (e) Expenses. All expenses of the Hotel shall be the sole and exclusive responsibility of Hotel Owner. 2.1.4. Resort Common Areas. Subject to all other applicable terms and conditions of this Resort Declaration: (a) Use. The Resort Common Areas shall be for the sole and exclusive access, use and enjoyment of the Resort Association, its Members, and the Unit Owners. (b) Benefit. The Resort Common Areas shall be for the mutual benefit of the Resort Association, its Members, and the Unit Owners. (c) Control. The Resort Common Areas shall be under the sole and exclusive control of the Resort Association. (d) Maintenance. The Resort Common Areas shall be operated, maintained, repaired and replaced solely and exclusively by the Resort Association. (e) Expenses. All expenses of the Resort Common Areas shall be Resort Operating Expenses allocated among Hotel Owner, the Private Residence Association, and the Club Association as provided in Article 10 hereof. (f) Ownership. Notwithstanding that the Resort Common Areas are controlled by the Resort Association, the Resort Common Areas are owned in fee by Hotel Owner and Hotel Owner retains, exclusive to Hotel Owner, all residual rights not granted to a Unit Owner, an Association or any other person or entity. 2.2. Delineation of Components. The boundaries of each Component and the areas generally comprising those areas of the Resort Common Areas which are locatable and can be depicted on a map are delineated and designated on the Resort Plat. ARTICLE 3 EASEMENTS 3.1. Grant of Easements. Certain of the areas necessary for operation of the Resort as a whole and for use and enjoyment of the Units are located within the Hotel Component, which areas are referred to herein as the Resort Common Areas. As evidenced by the terms and conditions of this Article 3, Hotel Owner has granted certain easement and use rights in the Resort Common Areas to the Declarant and to the owners of the Private Residence Component and the Club Component and their successors and assigns, including the Unit Owners, including the following easement rights: 3.1.1. Ingress and Egress Easements. Hotel Owner hereby grants to the Declarant and to the owners of the Private Residence Component and the Club Component and their successors and assigns, including the Unit Owners the following nonexclusive, perpetual easements, which shall be appurtenant to each Unit and which shall be subject to the Resort Rules and Regulations: DMWEST #7269093 v5 1 (a) The right of pedestrian ingress and egress over, through and across and use of the Resort Common Areas; and (b) The right of vehicular ingress and egress from publicly dedicated streets to the Parking Areas by crossing over and through roads, driveways and other similar areas within the Resort Common Areas and, subject to and in accordance with Section 4.1 below, the right of pedestrian and vehicular ingress and egress over and through the Parking Areas for parking, and passage over ramps, driveways, and thoroughfares within the Parking Areas. 3.1.2. Support, Utility and Use Easements. Hotel Owner hereby grants to the Declarant and to the owners of the Private Residence Component and the Club Component and their successors and assigns, including the Unit Owners the following nonexclusive, perpetual easements, which shall be appurtenant to each Unit: (a) Structural and Mechanical Support provided by all structural members, columns, footings and foundations constructed prior to termination of this Resort Declaration which are a part of the Hotel Component and which are necessary for the support of any Unit; and (b) Wherever sanitary sewer connections and /or water connections or cable television, internet access, electricity, gas or telephone lines are installed within the Resort, which connections or lines serve any Unit, for the full use and enjoyment of such portions of sewer, water, cable television, internet access, electricity, gas or telephone lines or connections or other utilities or communications within the Resort as may be needed to serve each Unit. 3.1.3. Service Easements. Hotel Owner hereby grants to the Declarant and to the owners of the Private Residence Component and the Club Component and their successors and assigns, including the Unit Owners a nonexclusive, perpetual easement to use and receive the benefit of certain portions of the Resort Common Areas which are amenities or from which the Resort Association provides for the management, hospitality services, operation, repair and maintenance of the Resort in the manner intended and in strict accordance with this Resort Declaration and the other Governing Instruments, which easement shall be appurtenant to each Unit and which shall be subject to the Resort Rules and Regulations. 3.1.4. Balcony Easements. Hotel Owner hereby grants to Declarant and each Unit Owner a perpetual easement and equitable right of use over the balconies and patios contiguous and related to such Unit Owner's Unit, which easement shall be appurtenant to each Unit and, subject to the easements granted pursuant to the following section, shall be exclusive to the applicable Unit Owner and which shall be subject to the Resort Rules and Regulations. 3.2. Maintenance of Easements and Responsibility for Resort Common Areas. 3.2.1. Delegation of Easement Responsibilities. The Unit Owners, through the Private Residence Association and the Club Association, respectively, have delegated their powers and responsibilities under the easements created by Section 3.1 to the Resort Association, and the Resort Association shall be responsible for operation and maintenance of the Resort Common Areas and provision of the services from and associated therewith. Therefore, Hotel Owner hereby grants to the Resort Association a perpetual easement for the sole and exclusive DMWEST #7269093 v5 12 purpose of exercising a right of operation, repair, and maintenance of the Resort Common Areas, specifically including but not limited to the topside and underside of the horizontal surfaces and the interior of the vertical surfaces of the balconies and patios contiguous and related to each Unit as provided in Section 3.1.4. 3.2.2. Failure to Provide Support and Services. If the Resort Association fails to provide such support and the rights and services as contemplated hereunder (e.g., delivery of utility services), the Private Residence Association and /or the Club Association, as applicable, shall have the exclusive right, on behalf of and to the exclusion of the individual Unit Owners, to exercise the right to: (a) maintain, use, repair and replace all structural members, columns, footings and foundations which are a part of the Resort Common Areas and which are necessary for the structural support of the Units, and (b) use, maintain, repair and operate the Resort Common Areas to the extent necessary for the Unit Owners to use and occupy the Units for their intended purpose. The rights under this Section 3.2.2 may be exercised by the Private Residence Association and /or the Club Association only after (x) written notice to the Resort Association and Hotel Owner of the Resort Association's failure to provide such support and /or such rights and services and the failure of the Resort Association and Hotel Owner to cure such failures within a commercially reasonable period of time after receipt of such notice, and (y) other than in the event of emergency (which is addressed in clause (z) below), issuance of a final judgment in favor of the Private Residence Association's and/or Club Association's right to do so after submission of the issue to arbitration pursuant to Section 15.14 below, or (z) in the event of an emergency (which, for purposes of this Section 3.2.2, means anything that would prevent a Unit Owner from immediately using or occupying his, her or its Unit for its intended purpose (i.e., unavailability of access or utilities)), in which case the Private Residence Association and /or the Club Association, as applicable, may, after providing such notice, if any, to the Resort Association as may be reasonable under the circumstances, take any reasonable action necessary to remedy such emergency. 3.2.3. Grant of Easements. (a) Component Easements. (i) Declarant hereby grants a nonexclusive, perpetual easement to the Resort Association for the benefit of the Private Residence Association and each Private Residence Owner, for the right of pedestrian ingress and egress over, through and across, and /or access to and use of (subject to the rights and obligations of the Resort Association to operate and maintain and repair and replace), all areas (if any) shown as "Private Residence Component" on the Resort Plat, other than the Private Residence Units. (ii) Declarant hereby grants a nonexclusive, perpetual easement to the Resort Association for the benefit of the Club Association and each Club Owner, for the right of pedestrian ingress and egress over, through and across, and /or access to and use of (subject to the rights and obligations of the Resort Association to operate and maintain and repair DMWEST #7269093 v5 13 and replace), all areas (if any) shown as "Club Component" on the Resort Plat, other than the Club Units. (b) Encroachments Easements. Declarant hereby declares that the Resort and all portions thereof are subject to easements hereby created for encroachments among the Units and the Components as follows: (i) In favor of each Unit Owner so that the Unit Owner shall have no legal liability when any part of such Unit Owner's Unit encroaches upon other Units or Components; (ii) In favor of Hotel Owner so that it shall have no legal liability when any part of the improvements on the Hotel Component encroach upon a Unit or another Component; and (iii) In favor of Hotel Owner, each Unit Owner and each Association for the maintenance and repair of such encroachments. (c) Actual Location of Easements. Regardless of how they are shown on the Resort Plat, the precise location of each easement granted under Article 3 on or for which improvements are constructed shall ultimately be located in the areas over which such improvements are actually constructed. In furtherance thereof, such areas generally and the encroachments referred to in Section 3.2.3(b) specifically include, but are not limited to, encroachments caused by error or variance from the original plans in the construction of the Hotel or any Unit constructed within the Resort; by error in the Private Residence Map, the Club Map, or the Resort Plat; by settling, rising or shifting of the earth; or by changes in position caused by repair or reconstruction on any part of the Resort. Such encroachments shall also include encroachments caused by reconstruction of the Resort provided such reconstruction is done in substantial conformity with the location of the Resort prior to such reconstruction. (d) Restricted Access. Unit Owners may be restricted by the Resort Association from access to certain of the Resort Common Areas over which easements and other rights have been granted. The Resort Association shall have the power and authority to restrict access and use of portions of the Resort Common Areas to management personnel and may, in the Resort Rules and Regulations or by use of signs, locks or barriers, prohibit access to those areas by Unit Owners and Permitted Users, provided that such restrictions do not interfere with Unit Owners' rights to the use and enjoyment of their respective Units and access to and use of any amenities or services to which they are specifically entitled under the Governing Instruments. 3.3. Limitations on Grants. 3.3.1. Retention of Rights. All Unit Owners and Associations acknowledge and agree that Hotel Owner will own the Hotel Component in fee (subject to the rights granted herein in the Resort Common Areas) and will operate all aspects of the Hotel Component, other than the Resort Common Areas which shall be operated by the Resort Association. Hotel Owner reserves and retains, subject to the terms and conditions of Section 3.3.4 of this Resort Declaration, without any interference or approval whatsoever from any Unit Owner, the Private DMWEST #7269093 v5 14 Residence Association or the Club Association, and upon any terms and conditions that Hotel Owner and /or the Resort Association, as applicable see fit, the right to: (a) operate the Hotel including, but not limited to, the right to operate (or to hire independent managers to operate) the Hotel Business; (b) sell, finance or otherwise deal with its ownership interest in the Hotel or the Hotel Business or any portion thereof; (c) either operate the Hotel Business itself and /or engage any third party selected by Hotel Owner as the Hotel Manager to operate the Hotel Business; (d) alter, reconstruct, expand, contract, or otherwise change the Hotel; (e) open, close and/or in any other way operate or not operate within the Hotel any private health club /spa, meeting space, skier services facilities, retail shops, restaurants, ski concierge and other commercial areas or any other amenities (with the exception of the fitness center and the pool in accordance with Section 3.3.4(a)): (f) increase or decrease the number of hotel rooms in the Hotel from time to time; (g) grant any easements, licenses or other rights to, or enter into any leases or other agreements with, any third parties with respect to the Hotel; (h) temporarily close or restrict access to portions of the Hotel Component for Hotel Owner's use (e.g., to designate construction staging areas or to host a private party), provided that Unit Owners continue to have access to their Units and the Parking Areas; (i) erect additional buildings or other structures within or outside of the Resort or to add to or otherwise renovate, improve, alter, modify, redesign, change, rearrange, alter, reconstruct, modify, expand, reduce, supplement, demolish or remove structures or other improvements now or hereafter existing within the Hotel, subject to the easement and license rights granted hereunder to the Private Residence Association, the Declarant, the Resort Association, and the Unit Owners and, in connection therewith, to erect temporary scaffolds and other aids of construction within the Hotel, limit or eliminate access to portions of the Hotel, or perform work therein; and (j) close the Hotel Business and the Hotel or any portion thereof subject to Section 3.1 and Section 3.2.2. Declarant, Hotel Owner and the Resort Association shall have no responsibility or for any reason be liable to any Unit Owner for any direct or indirect interference with such Unit Owner's use of his, her, or its Unit arising from any activities conducted by Hotel Owner or the Resort Association in their good faith efforts to comply with, or exercise their rights under this Resort Declaration nor shall any Unit Owner be entitled to any compensation or damages from Hotel Owner or the Resort Association for any inconvenience or annoyance occasioned thereby. It is DMWEST #7269093 v5 1 specifically understood and agreed that, except for repairs and replacements of the Resort Common Areas to be funded by the amounts deposited into a Reserve Account under this Resort Declaration, neither Declarant, Hotel Owner nor the Resort Association has any obligation and none of them has made any promises to alter, remodel, improve, renovate, repair or decorate the Hotel or any portion thereof and that no representations respecting the condition of the Hotel have been made by Declarant, Hotel Owner or the Resort Association to the Unit Owners, the Private Residence Association or the Club Association except as specifically set forth in any written Purchase Agreement entered into by and between Declarant and any particular Unit Owner. 3.3.2. Access Restrictions, Barriers. Without limiting the generality of the easement rights granted to the Unit Owners or the powers delegated to the Resort Association relating to the Resort Common Areas, the Resort Association shall have the right to: (a) install reasonable pedestrian control signs, barriers and other devices and directional signals and take any other action as may be necessary within the Parking Areas to guide and control the orderly flow of pedestrian and vehicular traffic and parking; (b) demolish, locate, construct, repair, replace and modify roadways, alleyways, parking facilities, sidewalks, walkways, landscaping, signs, traffic control devices and other improvements reasonably necessary in the judgment of the Resort Association for the safe and efficient movement of vehicular and pedestrian traffic in the Resort Common Areas and conducive to the attractive appearance of the Resort subject to the rights of Unit Owners herein; (c) alter and control access to Resort Common Areas in a reasonable manner, but subject to the rights of the Private Residence Association, the Club Association and the Unit Owners specifically set forth herein; (d) erect temporary barriers and prohibit vehicular and pedestrian ingress and egress over certain portions of the Resort Common Areas as reasonably necessary to (i) carry on construction, maintenance, repair and restoration of the Resort Common Areas, (ii) to conduct special events and functions on the Resort Common Areas, and (iii) to prevent the accrual of prescriptive rights in the general public; and (e) enter upon the Resort Common Areas for the purposes of removing, excluding and restraining any person violating rules and regulations established by the any Association, or creating a nuisance, disturbing the peace or making unauthorized use of the Resort Common Areas. 3.3.3. No Rights in Hotel. Except as otherwise granted by Hotel Owner, in its sole and absolute discretion, no rights are granted to any Unit Owner in or to the Hotel. 3.3.4. No Right to Make Certain Changes Without Vote. Notwithstanding anything to the contrary in this Resort Declaration, without the unanimous approval of the Resort Association Board, nothing herein shall permit Hotel Owner or the Resort Association to make any changes to the Resort that would: DMWEST #7269093 v5 16 (a) unreasonably prevent the Unit Owners from obtaining the benefit of the Basic Services or from gaining access to their Units, or to any portion of the pool area or fitness center that is included within the Resort Common Areas and which Unit Owners have a right to use under the terms and conditions of this Resort Declaration; or (b) in any case, result in an increase (without the impact of any unrelated increases in the Private Residence Assessment or Club Assessment) of greater than twenty percent (20 %) of the Private Residence Assessment and /or the Club Assessment charged in the most recent twelve (12) month period. 3.4. Reservation of Easements. 3.4.1. Easement Through Units. Subject to the terms and conditions of Section 3.3.4 of this Resort Declaration, Declarant reserves to the Resort Association and its successors, assigns, agents, employees, contractors, subcontractors and other authorized personnel, a perpetual, non - exclusive easement in gross in, over and through each Unit at any reasonably necessary time, whether or not in the presence of a Unit Owner, to enter upon such Unit for the purpose of (1) making emergency repairs therein or to the Resort Common Areas, (2) abating any nuisance or any dangerous, unauthorized, prohibited or unlawful activity being conducted or maintained in each Unit, (3) protecting property rights and welfare of any Unit Owner or Permitted User, (4) maintaining or repairing the topside and underside of the horizontal surfaces and the interior of the vertical surfaces of the balconies and patios contiguous and related to each Unit, or (5) for any other purpose reasonably related to the exercise of the rights and obligations of the Resort Association under the Governing Instruments. Such right of entry shall be exercised in such a manner as to avoid any unreasonable or unnecessary interference with the possession, use and enjoyment of the rightful occupant of each Unit and shall be preceded by reasonable notice to such occupant in the event of entry into a Unit, whenever the circumstances permit. 3.4.2. Easement Through Deeded Parking Spaces. Subject to the terms and conditions of Section 3.3.4 of this Resort Declaration, Declarant reserves to the Resort Association and its successors, assigns, agents, employees, contractors, subcontractors and other authorized personnel, a perpetual, non - exclusive easement in gross in, over and through each Deeded Parking Space for the purpose of parking vehicles as determined by Hotel Owner or its agents whenever such Deeded Parking Space is not in use by the Private Residence Owner that owns such Deeded Parking Spaces or such Private Residence Owner's Permitted Users. 3.5. Termination and Abandonment of Rights. Notwithstanding any other applicable laws to the contrary, it is the intent of Declarant that no easement granted or reserved hereunder be deemed abandoned or terminated merely by disuse or incompatible acts; rather, that except as otherwise provided herein, the easements granted hereunder shall continue in full force and effect unless terminated by a written instrument duly executed by the Resort Association and duly recorded in the County. 3.6. No Merger. Notwithstanding the union of (a) the fee simple title to any of the Development Land or any portion thereof or (b) any right, title or interest in the easements granted by or reserved to the Unit Owners or Associations pursuant to this Resort Declaration, it DMWEST #7269093 v5 17 is the intention of Declarant that the separation of such fee simple estate and such right, title or interest in such easements shall be maintained, and that merger shall not take place without the express prior written consent of the Resort Association. 3.7. Prohibition Against Granting Easements. Except as provided for under this Resort Declaration, no Unit Owner or Association shall grant an easement or easements in, to, over, under or across (a) the Resort Common Areas without the prior written consent of the Resort Association and Hotel Owner, or (b) the Hotel without the prior written consent of Hotel Owner, and, in either case, a written agreement is executed by the granting party and the applicable consenting party, and duly recorded in the County. 3.8. Storage Areas. Declarant reserves the right to grant easements of access to and use of storage areas in favor of Private Residence Owners and /or to grant licenses to use storage areas in favor of Private Residence Owners, the location of such storage areas and the terms of such easements and/or licenses to be determined by Declarant in its sole discretion. 3.9. Access Fee. Any Tenant of a Unit will be required to pay a daily access fee (the "Access Fee ") to Hotel Owner in an amount established from time to time by Hotel Owner or Hotel Manager. Payment of the Access Fee will entitle the Tenant to receive access to: (i) the amenities and facilities of the Hotel; (ii) any Basic Owner Services described in the Condominium Management Agreement or Club Management Agreement; and (iii) certain of the A la Carte Services (determined by Hotel Owner or Hotel Manager to be available on a pay -per- use basis) made available to Unit Owners. Each Unit Owner will be responsible for paying any portion of the Access Fee that is not paid by a Tenant renting such Unit Owner's Unit. If the Access Fee is not paid in a full and timely fashion, access to Hotel facilities and amenities and to the other services described above may be denied. ARTICLE 4 OPERATION OF PARKING AREA 4.1. Parking Rights. 4.1.1. Unit Parking. Subject to all the rules and regulations set forth herein and established by the Resort Association for all Parking Areas and payment of expenses in accordance with Article 10 below, (a) Ownership of each Private Residence Unit includes ownership of two Deeded Parking Spaces and, as such, so long as they own a Private Residence Unit, each Private Residence Owner, as well as their Permitted Users, shall, subject to Section 3.4.2, have the right, by virtue of each Private Residence Unit Owner's fee interest in a Private Residence Unit, to park in such two Deeded Parking Spaces; and (b) The Club Owners of each Club Unit, as well as their Permitted Users, shall have a nonexclusive irrevocable license to use two parking spaces while in residence for each such Club Unit to be located within the Parking Areas as designated by the Resort Association, and at Hotel Owner's option, access thereto may be exclusively through the valet parking services. DMWEST #7269093 v5 18 4.1.2. Extra Parking Spaces. Upon written request by a Unit Owner to the Resort Association, and subject to availability and parking rates as determined by the Resort Association in its sole and absolute discretion, a license to use additional parking spaces in excess of those allocated to such Unit Owner pursuant to Section 4.1.1 above may be granted by the Resort Association. 4.1.3. Hotel Parking. Subject to all the rules and regulations set forth herein and established by the Resort Association for all Parking Areas, Hotel Owner, as well as its Permittees, shall have the exclusive right to use the remainder of the parking spaces in the Parking Areas that are not allocated to the Unit Owners pursuant to Section 4.1.1 and Section 4.1.2 above or that are otherwise not used by the Unit Owners or their Permitted Users from time to time. Each Unit Owner hereby grants to Hotel Owner a nonexclusive irrevocable license to use unoccupied parking spaces (including Deeded Parking Spaces). 4.1.4. Availability. All parking spaces referred to in Section 4.1.1 shall be made available to the applicable Unit Owners twenty -four hours a day and seven days a week, except that Club Owners and their Permitted Users may only use the parking spaces described in Section 4.1.1(d) when such Club Owners or Permitted Users are in residence. Such spaces shall be appropriately marked and such other means of controlling their use shall be maintained by the Resort Association. 4.1.5. Relocation. The Resort Association in its sole discretion and at any time upon written notice to the affected Unit Owners shall have the right to relocate the location of all parking spaces within the Parking Areas except for the Deeded Parking Spaces. 4.1.6. Appurtenant to Units. (a) The licenses set forth in Section 4.1.1(b) above are appurtenant to each Club Unit to which such licenses are granted and shall not terminate upon the conveyance of a Club Interest but shall automatically be assigned upon the conveyance of a Club Interest to the purchaser of such Club Interest. No Club Owner shall be entitled to sever his, her, or its Club Interest, or any portion thereof, from his, her, or its undivided interest in and to the licenses to use the parking spaces as set forth in Section 4.1.1(b) and neither may such licenses or any right to any parking space be severally sold, conveyed, leased, rented, encumbered, hypothecated or otherwise dealt with, and any such attempt to do so is a violation of this provision and shall be void and of no effect. (b) The rights set forth in Section 4.1.1(a) above are appurtenant to each Private Residence Unit and shall not terminate upon the conveyance of a Private Residence Unit but shall automatically be assigned upon the conveyance of a Private Residence Unit to the purchaser of such Private Residence Unit. No Private Residence Owner shall be entitled to sever his, her, or its Private Residence Unit, or any portion thereof, from his, her, or its Deeded Parking Spaces and neither may such right or interest to any Deeded Parking Space be severally sold, conveyed, leased, rented, encumbered, hypothecated or otherwise dealt with, and any such attempt to do so is a violation of this provision and shall be void and of no effect. DMWEST #7269093 v5 19 . 4.2. Parking Area Charges. 4.2.1. Parking Fees. The Hotel Owner has the right to charge parking fees (at levels determined by Hotel Owner at its discretion) to users of the Parking Areas, except that Hotel Owner may not charge the Unit Owners for the Deeded Parking Spaces or the parking spaces licensed to them under Section 4.1.1. 4.2.2. Valet Parking and Charges. Hotel Owner shall have the right to maintain a valet parking system in one or more of the Parking Areas (other than the Deeded Parking Spaces), to charge users thereof a fee for the use of valet services and retain any and all parking revenue collected in connection therewith. Notwithstanding the foregoing, Hotel Owner shall not charge a fee for the use of valet services to Club Owners who are required to use valet parking in accordance with Section 4.1.1(b). 4.2.3. Validation. The Resort Association may, in its sole discretion, maintain in effect a parking validation system whereby users of the Parking Areas may purchase, at the prevailing published rates for day -to -day parking, parking validation booklets for use by such parties to pay for parking fees in connection with the use of parking spaces in the Parking Areas; provided, however, Unit Owners and their Permitted Users shall not be required to purchase such validation booklets for the use of the Deeded Parking Spaces or the parking spaces for which they have a license pursuant to Section 4.1.1. 4.2.4. Entry Control. The Resort Association may, in all Parking Areas, maintain in effect an entry and exit control system utilizing entry and exit control cards or other comparable devices for use by Unit Owners and their Permitted Users and Hotel Owner and its Permitted Users and Permittees. 4.3. Operation of Parking Areas. 4.3.1. Hiring of a Parking Area Operator. The Resort Association shall operate, maintain and repair and otherwise conduct the day -to -day operations of the Parking Areas. The Resort Association shall have the right to hire, engage or enter into a lease of and/or management agreement with the Parking Area Operator for the day -to -day operation of the Parking Areas and, in the event a valet parking program is desired by the Resort Association, provide valet parking services for the Hotel and the Units in a manner consistent with the provisions of this Resort Declaration. 4.3.2. Operations. The Parking Areas will be continuously used and operated as an automobile parking and access facility in accordance with the provisions of this Resort Declaration and all laws, ordinances, rules and regulations and easements now or hereafter applicable to the Parking Areas and at a level no less than the Resort Quality Standard. The Resort Association will secure, maintain or cause to be secured and maintained any and all licenses, permissions, authorizations and permits necessary for the use of the Parking Areas and access thereto. Neither Hotel Owner nor any Unit Owner, as applicable, shall take or permit any action on the Parking Areas which would constitute a nuisance or interference with Hotel Owner's or any Unit Owners' use of the Parking Areas. DMWEST #7269093 v5 20 4.3.3. Costs and Revenues. (a) The cost of the day -to -day operation, maintenance and repair of those portions of the Parking Areas that are within the Resort Common Areas shall be a Resort Operating Expense. (b) Hotel Owner shall be entitled to retain any and all revenues generated by the day -to -day operation of those portions of the Parking Areas that are within the Hotel. ARTICLE 5 RESORT RULES AND REGULATIONS The Resort Association shall have the power and duty to adopt, amend, supplement and repeal the Resort Rules and Regulations provided the same does not constitute an act that would require the vote of the Resort Association Board under Section 3.3.4 unless such act is unanimously approved by the Resort Association Board as provided under Section 3.3.4. A copy of the Resort Rules and Regulations shall be given to each Unit Owner and each Association not less than ten (10) business days before said Resort Rules and Regulations (or, as applicable, an amendment thereto) may be deemed to be in full force and effect. In the event of any conflict between the Resort Rules and Regulations and the provisions of this Resort Declaration, however, the provisions of this Resort Declaration shall govern, however, the Resort Rules and Regulation can be more stringent or amplify the intent of this Resort Declaration. ARTICLE 6 INSURANCE 6.1. Casualty Insurance. Except as provided in Section 6.2, (i) the Resort Association shall continuously keep the Resort Common Areas insured, (ii) Hotel Owner shall continuously keep the Hotel insured, (iii) the Residence Club Association shall continuously keep the Residence Club Property insured, (iv) the Private Residence Association shall continuously keep the Private Residence Property insured, and (v) the Private Residence Owners shall continuously keep their Private Residence Units insured, against loss or damage by fire, vandalism, malicious mischief and other perils as are covered by the standard form fire and extended coverage all risk policy of insurance (and, with respect to the Resort Common Areas for "broad form covered causes of loss ") and, with respect to the Resort Association and Hotel Owner, as otherwise required by Hotel Manager or a first Mortgagee of the Hotel; provided, however, that unless required by Hotel Manager or a first Mortgagee of the Hotel, the Resort Association shall not be required to obtain or maintain earthquake, environmental, terrorism or other insurance coverage not expressly required hereunder, if the same is not available upon commercially reasonable terms. If, however, the Resort Association does not obtain any such insurance, Hotel Owner shall have the right, in its sole discretion, to obtain such insurance at Hotel Owner's cost and to name the Resort Association as a loss payee under the corresponding insurance policy. All insurance required to be maintained under this Section 6.1 shall (a) be in an amount of at least one hundred percent (100 %) of the actual replacement cost of the buildings and improvements insured, (b) provide for customary waivers of subrogation, (c) include, if applicable, boiler and machine insurance, and (d) provide for payment of proceeds to the Resort Association. To the DMWEST #7269093 v5 21 extent there are casualty losses to the Resort Common Areas which are not covered by insurance or that are in excess of the coverage provided under the casualty insurance for the Resort Common Areas (either because of inadequate coverage or because the insurance carrier disputes or does not pay the full amount of the claim), such losses shall be considered a Resort Operating Expense. The Resort Association shall have the right to increase the amount of any existing insurance policy or to obtain additional insurance policies as may be reasonably required by a first Mortgagee of the Hotel, Hotel Owner or Hotel Manager from time to time. Any of the casualty policies described in this Section 6.1 may be under a single policy maintained by the Resort Association or Hotel Owner and in such event the premiums, fees, and other similar amounts shall be allocated by the Resort Association in the same ratios, and deductibles, uninsured liabilities and other similar amounts shall be allocated by the Resort Association as if separate policies had been obtained. 6.2. Liability Insurance. The Resort Association, at its sole expense, shall cause to be obtained and continually maintained commercial liability insurance against claims for personal injury, bodily injury, death and property damage occasioned by accidents or other events occurring within Resort Common Areas. Hotel Owner, at its sole expense, shall cause to be obtained and continually maintained commercial liability insurance against claims for personal injury, bodily injury, death and property damage occasioned by accidents occurring on or about the Hotel. The Private Residence Owners and /or the Private Residence Association, at their or its sole expense, shall cause to be obtained and continually maintained commercial liability insurance against claims for personal injury, bodily injury, death and property damage occasioned by accidents occurring in the Private Residence Units in accordance with the Private Residence Declaration. The Club Association, at its sole expense, shall cause to be obtained and continually maintained commercial liability insurance against claims for personal injury, bodily injury, death and property damage occasioned by accidents occurring in the Club Units in accordance with the Club Declaration. Any of the liability policies described in this Section 6.2 may be under a single policy maintained by the Resort Association or Hotel Owner and in such event the premiums, fees, and other similar amounts shall be allocated by the Resort Association in the same ratios, and deductibles, uninsured liabilities and other similar amounts shall be allocated by the Resort Association as if separate policies had been obtained. In accordance with Section 38- 33.3- 313(4)(a) of the Act, each Unit Owner shall be an insured person with respect to liability arising out of such Unit Owner's interest in the Common Elements or membership in any Association. The commercial liability policy for the Resort Common Areas shall provide insurance of not less than Fifty Million Dollars ($50,000,000), as Indexed (through any combination of underlying and umbrella coverage). The Resort Association shall have the right to require reasonable increases in this limit from time to time, notwithstanding such Indexing, if reasonably required in light of increases in judgment awards generally. To the extent there are liability losses which are not covered by insurance or which are in excess of the coverage provided under the liability insurance for the Resort Common Areas (either because of inadequate coverage or because the insurance carrier disputes or does not pay the full amount of the claim), such losses shall be considered a Resort Operating Expense. Hotel Owner, the Associations and all Unit Owners agree that any claim that any person may have for personal injury, bodily injury, death, property damage or any injury or claim DMWEST #7269093 v5 22 occurring within (i) the Resort Common Areas shall be made against the Resort Association (and expressly not against Hotel Owner, the Private Residence Association or the Club Association) and made under the policies obtained by the Resort Association or Hotel Owner pursuant to this Section 6.2 (or, in the event mat a single liability policy is obtained by the Resort Association or Hotel Owner, made under such single liability policy; provided, however, any increases in premiums, deductibles, uninsured liabilities and other similar amounts arising from any such claim or claims shall be allocated to and paid by the Resort Association), (ii) the Club Units shall be made against the Club Association (and expressly not against Hotel Owner, the Resort Association or the Private Residence Association) and made under the policies obtained by the Club Association (or, in the event that a single liability policy is obtained by the Resort Association or Hotel Owner, made under such single liability policy; provided, however, any increases in premiums, deductibles, uninsured liabilities and other similar amounts arising from any such claim or claims shall be allocated to and paid by the Club Association), (iii) the Private Residence Units shall be made against the Private Residence Association (and expressly not against Hotel Owner, the Resort Association or the Club Association) and made under the policies obtained by the Private Residence Association (or, in the event that a single liability policy is obtained by the Resort Association or Hotel Owner, made under such single liability policy; provided, however, any increases in premiums, deductibles, uninsured liabilities and other similar amounts arising from any such claim or claims shall be allocated to and paid by the Private Residence Association), and (iv) the Hotel shall be made against Hotel Owner (and expressly not against the Resort Association, the Private Residence Association or the Club Association) and made under the policies obtained by Hotel Owner (or, in the event that a single liability policy is obtained by Resort Association or Hotel Owner, made under such single liability policy, provided, however, any increases in premiums, deductibles, uninsured liabilities and other similar amounts arising from any such claim or claims shall be allocated to and paid by Hotel Owner). In furtherance of the foregoing, the Resort Association, the Private Residence Association, the Club Association and each Unit Owner hereby unconditionally and irrevocably release Declarant and Hotel Owner and each of their subsidiaries and related entities, and all of their agents, employees, officers, directors, shareholders and their respective successors and assigns from liability for any claims, injuries, losses, damages, costs, expenses, and any other liability whatsoever (including attorney's fees), known or unknown, relating to any and all (1) claims for personal injury, bodily injury, death or property damage under clauses (i), (ii) or (iii) above, and (2) design and construction and all other patent and latent defect claims with regard to the Hotel, Private Residence Component, Club Component and the Resort Common Areas and, to the extent of all structural and other related elements thereof that are designed and /or intended to, or otherwise in fact, support the Private Residence Component, the Club Component, the Resort Common Areas and /or the Hotel, whereupon the Resort Association's, the Private Residence Association's, the Club Association's and each Unit Owner's sole and exclusive remedy for such claims of design and construction and other patent and latent defects shall be against the contractors), engineers, architects, and consultants engaged to complete the Hotel and /or under such parties' own insurance policies (and expressly not against Declarant or Hotel Owner or under any policy carried by Declarant or Hotel Owner). 6.3. Workers' Compensation Insurance. To the extent required by governmental requirements, Hotel Owner as to all persons employed by Hotel Owner, the Resort Association as to its employees (if any), the Private Residence Association as to its employees (if any) and the Club Association as to its employees (if any) shall keep and maintain, or cause to be kept and DMWEST #7269093 v5 23 maintained, during any period of construction, alteration or repair, or in performing general operations, workers' compensation insurance covering all persons employed in connection with such work and/or operations and with respect to whom death or bodily injury claims could be asserted against the Additional Insureds (as defined in the Master Definitions). The Private Residence Association shall require Private Residence Owners to ensure that any person employed in connection with any service, construction, alteration or repair of a Private Residence Owner's Residence shall be covered by workers' compensation insurance if required by state law. 6.4. Obligation to Maintain Insurance Before Completion. Prior to undertaking any work of improvement to any part of the Resort, the Unit Owner, Association or person carrying out such work shall obtain and maintain with respect to the work being performed at such Unit Owner's, Association's or person's sole cost: (i) course of construction and all- risk/builders' risk, fire and extended coverage insurance in the amount of the full replacement cost of any improvements being constructed; and (ii) the commercial general liability insurance with the amount of coverage commensurate to the applicable scope of work, in the Resort Association's discretion. 6.5. Directors and Officers Insurance. The Resort Association shall obtain and continually maintain directors and officers insurance or director's insurance insuring the Resort Association Board and fidelity insurance covering the Resort Association Manager, with limits as determined by the Resort Association Board from time to time, but not less than the amount of the Resort Association Budget. The Resort Association Manager shall have the right, and upon at least sixty (60) days' prior written notice to the Resort Association Members, to require reasonable increases in this limit from time to time, if reasonably required in light of increases in judgment awards generally. The directors and officers of the Private Residence Association and the Club Association and any managing agent engaged by either of them shall be insured in accordance with the terms of the Private Residence Declaration and the Club Declaration, respectively. 6.6. Form of Policies. All insurance required by this Resort Declaration shall be maintained under valid and enforceable policies issued by insurers licensed in the State of Colorado and of recognized responsibility holding a "General Policyholder Rating" of at least A -/VIII as set forth in then current issue of "Best Insurance Guide," using the rating system in effect as of the date of this Resort Declaration or with financial capacity which is reasonably equivalent as described under a reasonably similar rating system (or, if Best Insurance Guide is not longer published, an equivalent rating from a comparable rating agency, as determined by the Resort Association). Any insurance required to be maintained may be under a blanket policy or policies covering other property in addition to the property in the Resort, provided that separate limits are established for each Unit, Components or property comprising a portion of the Resort that is insured thereunder. In accordance with Section 38- 33.3- 313(4)(c) of the Act, no act or omission by a Unit Owner, unless acting within the scope of such Unit Owner's authority on behalf of an Association, will void any insurance policy or be a condition to recovery under any insurance policy. In accordance with Section 38- 33.3- 313(4)(d) of the Act, if, at the time of a loss under any insurance policy, there is other insurance in the name of a Unit Owner covering the same risk as covered in such insurance policy, the appropriate Association's insurance policy shall provide the primary insurance. Copies of the initial policies of casualty or liability DMWEST #7269093 v5 24 insurance required by this Resort Declaration, or renewal policies, as the case may be, together with a certificate of insurance as to each policy, shall be delivered to the Resort Association and the Resort Association Manager at least fifteen (15) days before the date the insurance is required to be in effect. Any casualty or liability insurance policy required by this Resort Declaration (excluding Worker's Compensation insurance) shall name the Additional Insureds identified in the Master Definitions as additional insureds. Each policy of insurance shall: (i) be prime insurance over any other insurance carried by any Additional Insured; (ii) contain endorsements as are customary for such policies and, as to the Resort Common Areas, are reasonably requested by the Resort Association and the Resort Association Manager; and (iii) provide at least thirty (30) days' advance written notice to the Unit Owners, the Resort Association, the Resort Association Manager and the Members of the Resort Association before any reduction in coverage or cancellation. 6.7. Insurance Premiums and Use of Policy Proceeds. Damaged portions of the Resort Common Areas shall be repaired and insurance proceeds shall be used for such repair and/or distributed in accordance with Article 12 and Section 38- 33.3- 313(9) of the Act. Notwithstanding the foregoing, in accordance with Section 38- 33.3- 313(5) of the Act, any and all insurance proceeds applicable to the Resort Common Areas shall be paid to an insurance trustee designated for that purpose, or otherwise to the Resort Association, and not to any Mortgagee, which insurance proceeds shall be held in trust for the Resort Association, Unit Owners and Mortgagees as their interests appear. 6.8. Resort Association Board's Right to Obtain Insurance. If any party fails for fifteen (15) days following notice from the Resort Association Board to obtain any insurance required by this Resort Declaration, the Resort Association Board may obtain the required insurance and such party shall, immediately following the Resort Association Board's demand, reimburse the Resort Association for the cost thereof, together with a charge of fifteen percent (15 %) of the initial yearly premium to compensate the Resort Association Manager for the administrative burden incurred. If such party fails to obtain insurance required in accordance with Section 6.4, the Resort Association Board shall have the right to restrain the commencement or continuance of any construction on the Resort by any such party until the insurance is obtained. The amount due to the Resort Association Board for obtaining insurance and the administrative charge to compensate the Resort Association Manager shall bear interest at the Agreed Rate until paid. The amount due may become a lien on such party's interest in the Resort under Article 10 of this Resort Declaration. 6.9. Unavailability of Insurance. In the event any of the insurance policies required to be obtained hereunder become generally unavailable in the insurance industry then the Resort Association Board shall review alternate coverage or other means of protection and shall make reasonable efforts to secure such coverage or protection as a substitute for the unavailable insurance, subject to such reasonable requirements as Hotel Owner or its Mortgagee may impose. 6.10. Waiver of Subrogation. Each Resort Association Member releases and relieves the other Resort Association Members, the Resort Association, the Resort Association Manager and all Mortgagees and waives their right of recovery against the other Resort Association Members, the Resort Association, the Resort Association Manager and all Mortgagees, for loss DMWEST #7269093 v5 25 or damage arising out of or incident to insured perils or perils for which insurance is maintained in or about the Resort, whether loss is due to the negligence or the misconduct of a Resort Association Member or their agents, employers, contractors, Permitted Users or Permittees, any Unit Owner or its Permitted Users or Permittees, the Resort Association, the Resort Association Manager or a first Mortgagee. In accordance with Section 38- 33.3- 313(4)(b) of the Act, each insurance policy shall provide that the insurer waive its right of subrogation under such policy against any Unit Owner or member of such Unit Owner's household. 6.11. Indemnity. To the extent not covered by insurance maintained or required to be maintained by the claiming Resort Association Member but subject to the releases set forth in Section 6.2, each Resort Association Member, shall indemnify, defend and hold each other Resort Association Member, the Resort Association, the Resort Association Manager and the Hotel Manager harmless from and against any and all claims, damages, liabilities and expenses (including costs and attorneys' fees incurred in the defense of any claim) arising from the use or occupancy of the part of the Resort operated by the indemnifying Resort Association Member, or from the conduct of its business or from any activity, work or things done, permitted or suffered in or about the Resort by the indemnifying Resort Association Member, or by the Permitted Users or Permittees of the indemnifying Resort Association Member, or (solely in respect of the indemnification given by the Private Residence Association) by the Unit Owners or their Permitted Users or Permittees. This provision shall not permit any party to be indemnified for claims, damages, liabilities and expenses arising from the negligence or willful misconduct of that party. ARTICLE 7 THE RESORT ASSOCIATION 7.1. Creation of Resort Association. In accordance with the Resort Bylaws, Declarant shall, no later than the first Starting Date, form or cause to be formed the Resort Association. The procedures for operating the Resort Association shall be established by the Resort Bylaws, with the allocation of votes for purposes thereof being as set forth in Section 7.3. Upon such incorporation and activation of the Resort Association, the Resort Association shall have the right to monitor all of the rights and obligations of its Members under this Resort Declaration. The members of the Resort Association Board shall be appointed in accordance with the Resort Bylaws. The Resort Association Members shall be Hotel Owner, the Private Residence Association and the Club Association. 7.2. Duties and Powers. The Resort Association shall have the sole duty and power to (a) enforce the provisions of this Resort Declaration and (b) carry out and perform the obligations of the Resort Association Members under this Resort Declaration in the event any of them do not do so after receipt of notice and expiration of any applicable cure period. The voting rights of the Members of the Resort Association are as set forth in the Resort Bylaws. 7.3. Resort Association Board. 7.3.1. Resort Association Board. In accordance with Section 38- 33.3- 220(5)(c) of the Act and the Resort Bylaws, Hotel Owner shall be entitled to appoint three members of the Resort Association Board, the Private Residence Association shall be entitled to elect one DMWEST #7269093 v5 26 member of the Resort Association Board and the Club Association shall be entitled to elect one member of the Resort Association Board. This representation is generally based upon and is consistent with each Resort Association Member's Allocated Interest. Each member of the Resort Association Board shall be entitled to a single vote and the Resort Association Board shall have the powers set forth in Section 8.2. 7.3.2. Voting. The procedures for voting and approval of matters subject to a vote of the Resort Association or the Resort Association Board shall be as set forth in the Resort Bylaws. 7.3.3. Binding Agreements. All agreements and determinations lawfully made by the Resort Association in accordance with the voting procedures established herein, or in the Resort Bylaws, shall be deemed to be binding on all Resort Association Members. 7.4. Use of Resort Association Manager as Agent. The Resort Association Board, on behalf of the Resort Association, shall enter into the Resort Association Management Agreement with the Resort Association Manager providing for the Resort Association Manager's performance of the day -to -day operation of the Resort Association and other activities on behalf of the Resort Association as described more fully in Article 8 and Article 9. The term of the Resort Association Management Agreement shall be determined by the Resort Association Board, but in any event shall not exceed the maximum term allowed under applicable law, and shall be terminable by the Resort Association, acting through the Resort Association Board, pursuant to the procedures set forth herein or in the Resort Bylaws. The fee, cost and/or expense of the Resort Association Management Agreement shall be a Resort Operating Expense. 7.5. File Maintenance /Transfers. 7.5.1. File Maintenance. The Resort Association shall maintain, and, within five (5) business days of receipt of a written request, shall make available to a Unit Owner or Hotel Owner, as applicable, any of the Governing Instruments; minutes from meetings of the Resort Members or the Board, and records of all action taken by Resort Members or the Board without a meeting; all written communications within the past three years to Resort Members generally as Members of the Resort Association; a list of the names and business or home addresses of the current members of the Resort Association Board and its officers; the current Resort Association Budget; the most recent financial statements distributed to Resort Association Members; any financial audits or reviews conducted pursuant to Section 38- 33.3- 303(4)(b) of the Act during the immediately proceeding three years; the current Resort Association Budget; the most recent financial statements distributed to Resort Association Members; and /or a statement as to the amount of any Common Expenses which are unpaid by the Private Residence Association, the Club Association and /or Hotel Owner. The Resort Association may charge a fee for this service, which fee shall not exceed the Resort Association's actual cost to collate and reproduce copies of the requested items. 7.5.2. Transfer Fees. The Resort Association shall have the right to collect a fee in connection with a transfer of title or of any other interest in any part of the Resort to cover its reasonable costs incurred in connection therewith, including, without limitation: (a) a fee equal to the Resort Association's actual cost to change its records to reflect such transfer, and (b) the DMWEST #7269093 v5 27 fee authorized by Section 7.5.1 hereof. The Resort Association Board may establish a schedule of fees based on its reasonable estimate of the Resort Association's cost to perform such services and may impose such fees on the basis of such estimate. In the event such schedule is established, then the fees set forth therein shall conclusively be presumed to satisfy the requirements of Section 7.5.1 above and this Section 7.5.2. 7.5.3. Transfer Information. Concurrently with the consummation of any sale of any Unit Interest, or within forty -five (45) days thereafter, the Private Residence Association or the Club Association, as applicable, shall notify the Resort Association in writing of such sale, provided that the Private Residence Association or the Club Association as applicable has received actual notice of such transfer. Such notification shall set forth (a) the name of the transferee and its Mortgagees, (b) the legal description of the Units sold, (c) the transferee's and the Mortgagees' mailing addresses, and (d) the date of the closing of the sale. Before the receipt of such notification, any and all communications required or permitted to be given by the Resort Association or the Resort Association Board shall be deemed to be duly made and given to the transferee if duly and timely made and given to the transferee's transferor. 7.5.4. No Effect. Nothing in this Section 7.5 shall be construed as affecting the validity of title to any property transferred in violation of this Section 7.5 or the lien of any Mortgage encumbering such property. 7.6. Limitation on Liability of Officers and Directors; Indemnification. 7.6.1. Good Faith Actions. Neither the Resort Association nor the Resort Association Manager, nor any of their directors, officers, committee members, employees or agents, including the Resort Association Manager and the Hotel Manager, shall be liable to the Private Residence Association, the Club Association any Unit Owner, Hotel Owner, or their respective Permitted Users or Permittees or any other person (including, without limitation, the Resort Association) for any damage, loss, or prejudice suffered or claimed on account of any act, omission, error or negligence of any agent of the Resort Association (including the Resort Association Manager) if such agent has acted in good faith and in a manner that such agent reasonably believed to be in the best interests of the Resort Association. Notwithstanding the duty of the Resort Association to maintain and repair Resort Common Areas and Hotel Owner's right to appoint a majority of the Resort Association, neither Hotel Owner nor the Resort Association, nor their directors, officers, committee members, employees or agents, including the Resort Association Manager and the Hotel Manager, shall be liable to Unit Owners, the Private Residence Association, the Club Owners, or their respective Permitted Users or Permittees or any other person, for injury or damage caused by actions taken in good faith under this Resort Declaration. All users of the Resort Common Areas and the Development Land do so at their own risk. 7.6.2. Indemnities. (a) Each of (i) Hotel Owner, (ii) Declarant, by its execution of this Resort Declaration, and (iii) the Resort Association, the Private Residence Association and the Club Association, in each case by accepting the right to occupy any part of the Resort or a portion thereof, agrees personally and for all of its Permitted Users and Permittees to indemnify DMWEST #7269093 v5 28 each officer -and director and agent of the Resort Association, and to defend such officer, director or agent against any claim, cause of action or other liability for any damage, loss or prejudice suffered or claimed on account of any act, omission, error or negligence of such officer, director, or agent if such officer, director or agent has acted in good faith and in a manner that such officer, director or agent believed to be in the best interests of the Resort Association. (b) Each Unit Owner, by accepting his, her or its deed agrees, personally and for all of its Permitted Users and Permittees to release each officer, director and agent of the Resort Association, and to release such officer, director or agent against any claim, cause of action or other liability for any damage, loss or prejudice suffered or claimed on account of any act, omission, error or negligence of such officer, director or agent if such officer, director or agent has acted in good faith and in a manner that such officer, director or agent believed to be in the best interests of the Resort Association. ARTICLE 8 POWER AND DUTIES 8.1. Powers and Duties of the Resort Association. The Resort Association shall have all the powers of a Colorado non - profit corporation and of a master association, subject only to such limitations on the exercise of its powers as are established by law or set forth in the Resort Articles, the Resort Bylaws, the Resort Rules and Regulations or this Resort Declaration. All of the powers described in Section 38- 33.3 -302 of the Act that are enumerated in this Resort Declaration or under the Resort Bylaws are powers of the Resort Association and may be exercised by the Resort Association as a master association. The Resort Association shall have the power to do any lawful thing that may be authorized, required, or permitted to be done by the Resort Association under this Resort Declaration, the Resort Articles, the Resort Bylaws or the Resort Rules and Regulations, and to do and perform any act that may be necessary or proper for, or incidental to, the exercise of any of the express powers of the Resort Association set forth therein. The Resort Association shall be governed by the Resort Association Board as provided in Article 7 above. All other rules and regulations of the Resort Association Board shall be governed by the Resort Articles and Resort Bylaws upon incorporation of the Resort Association. Subject to the limitations set forth in this Resort Declaration, the Resort Articles, the Resort Bylaws, the Resort Rules and Regulations, or the laws of the State of Colorado as to actions which must be authorized or approved by the Resort Association Members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Resort Association shall be controlled by, the Resort Association Board. 8.2. Powers and Duties of the Resort Association Board. Without limiting the generality of Section 8.1 but subject to the same limitations, it is hereby expressly declared that, in addition to the other powers and duties of the Resort Association Board provided in this Resort Declaration and elsewhere in the Governing Instruments, the Resort Association Board shall specifically have the following rights and powers: 8.2.1. Designate Officers. The power and the duty to select, appoint and remove the officers, agents and employees of the Resort Association, prescribe such powers and duties for them as are not inconsistent with applicable law or the Governing Instruments and, subject to the provisions of the Resort Bylaws, fix their compensation. DMWEST #7269093 v5 29 8.2.2. Management and Control. The power and the duty to conduct, manage and control the affairs and business of the Resort Association, and to make such rules and regulations as they deem best and as are not inconsistent with applicable law, any applicable governmental requirements the Governing Instruments. 8.2.3. Principal Office. The power but not the duty to change the principal office for the transaction of the business of the Resort Association from one location to another within the County and to designate a place therein for the holding of any membership meeting or meetings. 8.2.4. Incur Indebtedness. The power but not the duty to borrow money and incur indebtedness, on a short-term, unsecured basis, for the purposes of the Resort Association, and to cause to be executed and delivered for and in the name of the Resort Association, promissory notes, bonds, debentures, pledges, or other evidences of debt and security therefor; provided, however, that no such borrowing of money or incurring of indebtedness shall result in any mortgage, deed of trust or other encumbrance on the Resort or any portion thereof. 8.2.5. Insurance. (a) Obtain and Maintain Insurance. The power and the duty to obtain and maintain in force the insurance required under Article 6 above and such other insurance as the Resort Association Board shall deem necessary or expedient to carry out the functions of the Resort Association or protect the Resort Association or its Members from liabilities. (b) Prepare and Distribute Insurance Information. (i) To the extent requested or required under applicable law, the Resort Association shall prepare and distribute to its Members a summary of the Resort Association's insurance policies, which shall be distributed to its Members within sixty (60) days preceding the beginning of the Fiscal Year, that includes all of the following information about each policy: (A) The name of the insurer; (B) The type of insurance; (C) The policy limits of the insurance; (D) The terms of the policies; and (E) The amount of deductibles, if any (ii) The Resort Association shall, as soon as reasonably practical, notify its Members by first -class mail if any of the policies described in Section 8.2.5(b)(i) have lapsed, been canceled, and are not immediately renewed, restored, or replaced, or if there is a significant change, such as a reduction in coverage or limits or an increase in the deductible, as to any of those polices. If the Resort Association receives any notice of nonrenewal of a policy described in Section 8.2.5(b)(i), the Resort Association shall DMWEST #7269093 v5 30 immediately notify the Resort Association Members if replacement coverage will not be in effect by the date the existing coverage will lapse. (iii) to the extent that any of the information required to be disclosed pursuant to Section 8.2.5(b)(i) is specified in the insurance policy declaration page, the Resort Association may meet its obligation to disclose that information by making copies of that page ad distributing it to all of the Resort Association Members; (iv) The summary distributed pursuant to Section 8.2.5(b)(i) may contain the following statement: "This summary of the Resort Association's policies of insurance provides only certain information and should not be considered a substitute for the complete policy terms and conditions contained in the actual policies of insurance. Any Resort Association Member may, upon request and provision of reasonable notice, review the Resort Association's insurance policies and, upon request and payment of reasonable duplication charges, obtain copies of those policies. Although the Resort Association maintains the policies of insurance specified in this summary, the Resort Association's policies of insurance may not cover your property, including personal property, or real property improvements to or around your dwelling, or personal injuries or other losses that occur within or around your dwelling. Even if a loss is covered, you may nevertheless be responsible for paying all or a portion of any deductible that applies. Resort Association Members should consult with their individual insurance broker or agent for appropriate additional coverage." 8.2.6. Utilities. The power and the duty to provide or cause Hotel Owner to provide water, sewer, electrical and gas and other necessary utility services to the Resort. 8.2.7. Expenditures. The power and the duty to make capital expenditures for and on behalf of the Resort Association, if any. 8.2.8. Cost - Sharing Arrangements. The power, but not the duty, to enter into cost - sharing arrangements with owners of land located outside of the Resort provided that the Resort is benefited by such arrangements. In such case, the Resort Association Board shall include the cost incurred as a Resort Association Expense as the Resort Association Board may deem appropriate. 8.2.9. Expenses. The power and the duty to determine and notify the Resort Association Members of the amount of the Common Expenses to be assessed against them as provided in Article 10 and the power and duty to enforce the collection of Common Expenses by foreclosure of the lien created under this Resort Declaration and /or by other appropriate legal action. 8.2.10. Reserves. The power and the duty to establish, maintain and expend reserve funds for replacements relating to Resort Common Areas with the amount thereof to be determined pursuant to reserve studies conducted by independent third party consultants but in any event reasonably sufficient to maintain the Resort Common Areas to the Resort Quality Standard. DMWEST #7269093 v5 31 8.2.11. Enforcement. The power and the duty to enforce the provisions of the Resort Governing Instruments and the provisions of any agreement to which the Resort Association is a party in accordance with Article 13. 8.2.12. Contract and Make Payments. The power and the duty to contract and pay for Common Expenses as approved by or budgeted for by the Resort Association Board. Withdrawal of funds from the Resort Association's accounts may be made by any individual or individuals authorized by the Resort Association Board to make such withdrawals. 8.2.13. Employment of Agents. The power, but not the duty (except as to the Resort Association Manager, in which case the Resort Association Board has both the power and the duty) to employ the services of any person or entity to manage and conduct the business of the Resort Association in accordance with the Resort Quality Standard, and upon such conditions as are deemed advisable by the Resort Association, to delegate to such person or entity any of its powers. 8.2.14. Taxes. The power to pay any taxes and governmental assessments which are or could become a lien on the Resort Common Areas. 8.2.15. Periodic Review of Financial and Physical Condition. The power and duty to do all of the following: (a) Review a current reconciliation of the Resort Association's General Accounts on at least a quarterly basis; (b) Review a current reconciliation of the Resort Association's Reserve Accounts on at least a quarterly basis; (c) Review, on at least a quarterly basis, the current Fiscal Year's actual reserve revenues and expenses compared to the current Fiscal Year's Resort Association Budget; (d) Review the latest account statements prepared by the financial institutions where the Resort Association has its General Accounts and Reserve Accounts; (e) Review an income and expense statement for the Resort Association's General Accounts and Reserve Accounts on at least a quarterly basis; and (f) At least once every three years, cause to be conducted a reasonably competent and diligent visual inspection of the accessible areas of the major components which the Resort Association is obligated to repair, replace, restore, or maintain as part of a study of the Reserve Account requirements if the current replacement value of the major components is equal to or greater than one -half of the gross Resort Association Budget excluding the Reserve Accounts for that period. The Resort Association shall review this study and shall consider and implement necessary adjustments to the analysis of the Reserve Account requirements as a result of such review. The study required by this Section 8.2.15(f) shall at a minimum include: DMWEST #7269093 v5 32 (i) Identification of the major components which the Resort Association is obligated to repair, replace, restore, or maintain which, as of the date of the study, have a remaining useful life of less than thirty (30) years; (ii) Identification of the probable remaining useful life of such components as of the date of the study; (iii) An estimate of the cost of repair, replacement, restoration, or maintenance of the improvements and personal property on such components during and at the end of their useful life; and (iv) An estimate of the total annual contribution necessary to defray the cost to repair, replace, restore, or maintain the improvements and personal property on the Resort Common Areas for which the Resort Association is responsible during and at the end of their useful life, after subtracting total reserve funds as of the date of the study. 8.2.16. Resort Association Budget and Financial Statements. The power and duty to cause to be regularly prepared financial statements for the Resort Association and copies thereof to be distributed to the Resort Association Members, including the following items: (a) Resort Association Budget. Within ninety days after adoption of any proposed Resort Association Budget, the Resort Association Board shall mail, by ordinary first -class mail, or otherwise deliver a summary of the proposed Resort Association Budget to the Resort Association Members and shall set a date for a meeting of the Resort Association to consider the budget. Such meeting shall occur as provided for in the Resort Bylaws. The Resort Association Board shall give notice to the Resort Association Members of the meeting in accordance with the Resort Bylaws. In the event that the proposed Resort Association Budget is vetoed, the periodic Resort Association Budget last approved by the Resort Association Board, as Indexed, shall continue to apply to the current period until a subsequent Resort Association Budget is approved by the Resort Association Board. The Resort Association Budget shall contain at least the following information: (i) Estimated revenues and expenses on an accrual basis; (ii) A summary of the total cash reserves of the Resort Association currently available for replacement or major repair of common facilities owned by the Resort Association and for contingencies, which summary shall be based on the most recent review or study conducted in accordance with Section 8.2.15. (b) Resort Annual Report. A Resort Annual Report shall be distributed within ninety (90) days after the end of each Fiscal Year. The Resort Annual Report may be prepared by a licensed certified public accountant. If the Resort Annual Report is not prepared by such a licensee, the Resort Annual Report shall be prepared by the Resort Association Manager or by an officer of the Resort Association and shall be accompanied by the certificate of the person preparing the Resort Annual Report that the Resort Annual Report was prepared without audit from the books and records of the Resort Association. Contemporaneously with the distribution of the Resort Annual Report, the Association shall DMWEST #7269093 v5 33 make the information required by Section 38- 33.3 -209.4 of the Act, as it may be amended from time to time, available to the Resort Members. 8.2.17. Litigation. The power and the duty to prosecute or defend, in the name of the Resort Association, any action affecting or relating to the Resort Association and any action in which the Resort Association Members have an interest under the Governing Instruments. 8.2.18. Delegation of Powers. Except as required under Section 7.4, the power but not the duty to delegate any of its powers hereunder to other persons, including, without limitation, committees, officers, employees, and the Resort Association Manager; provided, however, that if the Resort Association Board delegates any of its power to a committee, the person appointed to preside over that committee shall meet the same qualifications as are required by the Resort Governing Instruments for election or appointment to the Resort Association Board, if any. 8.2.19. Other Services. The power but not the duty to institute any other services for the benefit of the Resort Association Members deemed advisable by the Resort Association. 8.2.20. Minutes, Agenda and Policies. The power and duty to provide each Resort Association Member with (i) a copy of the minutes of Resort Association Board meetings within sixty (60) days following the date of such meeting, (ii) a list of the orders of business to be considered at the annual meeting of Resort Association Members not later than thirty (30) days prior to the date for such meeting. 8.2.21. Professional Advisors. The power to obtain and pay the cost of professional counsel necessary or proper in the operation, management, maintenance and repair of the Resort Common Areas, and the enforcement of the Resort Governing Instruments, including but not limited to landscape architects, recreation experts, architects, planners, lawyers and accountants. 8.2.22. Bank Accounts. The power and duty to establish and maintain a General Account and a Reserve Account, and to deposit therein all funds collected by the Resort Association from the Resort Association Members in connection with the Resort Association's rights and duties hereunder. 8.2.23. Levy and Collection of Assessments and Other Charges. The Resort Association Board shall have the power and duty to determine, levy, collect and enforce Assessments against the Resort Association Members in the manner provided in Articles 8 and 10 hereof in order to pay the Resort Association Expenses, including the Resort Association's portion of the Common Expenses, as allocated pursuant to the Resort Association Budget, and to do all things necessary to enforce each Resort Association Member's obligations hereunder. 8.2.24. Hold Title and Make Conveyances. The Resort Association Board shall have the power to acquire, hold title to and convey, with or without consideration, real and personal property of the Resort Association and interests therein, including but not limited to, easements, provided that the easement rights granted in Article 3 shall not be conveyed unless and except as permitted thereunder. DMWEST #7269093 v5 34 ARTICLE 9 MANAGEMENT OF RESORT ASSOCIATION 9.1. Resort Association Manager, Powers and Limitations. As contemplated in Section 7.4, Section 8.2.13 and Section 8.2.18, the Resort Association Manager shall be employed by the Resort Association Board and charged with the duty and authority of operating the Resort Association and carrying out the duties and powers of the Resort Association Board on a day -to -day basis in accordance with the provisions of this Resort Declaration and in accordance with the Resort Quality Standard. The Resort Association Manager shall have such other powers and authority as expressly vested in it by the Resort Association Board pursuant to the Resort Association Management Agreement; provided, however, that such powers and authority so vested in the Resort Association Manager shall not exceed the authority of the Resort Association Board as set forth in Section 8.2. 9.2. Term of Resort Association Manager. The term of any Resort Association Management Agreement shall be in accordance with Section 7.4 and Section 9.3. 9.3. Termination of Resort Association Manager. Any person or entity serving as Resort Association Manager shall serve until: (a) Written notice of resignation by the Resort Association Manager is delivered to the Resort Association Board, which notice shall specify an effective date of resignation which shall not be earlier than thirty (30) days after the date of delivery of the notice; (b) Expiration of the term of the Resort Association Management Agreement; (c) The Resort Association Manager ceases to function due to death or incapacity (if a natural person) or incapacity, dissolution or insolvency (if an entity); or (d) Removal of the Resort Association Manager by the Resort Association Board as provided in Section 9.8. 9.4. Action by Resort Association Board. Upon occurrence of any of the events set forth in Section 9.3 requiring selection of a new Resort Association Manager, the Resort Association Board shall have the duty to call a meeting for the purposes of replacing the Resort Association Manager. The meeting shall be called by delivery of written notice to the Resort Association Members not later than forty -five (45) days after occurrence of the event requiring selection of a new Resort Association Manager and the meeting shall be held not earlier than ten (10) days nor more than thirty (30) days after written notice calling the meeting is delivered to the Resort Association Members. The notice shall state the date, time and place of the meeting. The meeting shall be held at the principal office of the Resort Association, or, if that is not feasible, at a location within the Resort. 9.5. Commencement of Service. The Resort Association Manager shall commence to serve on the date set by the Resort Association Board. DMWEST #7269093 v5 35 9.6. Notice of Selection of Resort Association Manager. Following selection of a new Resort Association Manager, a written notice setting forth the identity of the Resort Association Manager and making reference to this Resort Declaration shall be given to each Resort Association Member by the Resort Association Board. The failure to give the notice shall not invalidate the selection of the Resort Association Manager or diminish the power and authority of the Resort Association Manager. 9.7. Release of Former Resort Association Manager. Upon completion of the assignment or transfer of the duties of Resort Association Manager, the terminating or resigning Resort Association Manager shall be released from all further obligations and liabilities as Resort Association Manager, except those liabilities, if any, arising out of acts or omissions occurring before the date of assignment or transfer. 9.8. Removal of Resort Association Manager. Except as provided below, the Resort Association Manager may be removed as Resort Association Manager for cause only by unanimous vote of the Resort Association Board without penalty to the Resort Association. If Hotel Owner or the Hotel Manager is acting as Resort Association Manager, the Resort Association Manager may be removed for cause only upon a determination by the arbitrator appointed under Section 15.14 that cause exists. 9.9. Election of Interim Resort Association Manager. If a vacancy should ever arise in the position of Resort Association Manager which is not filled by action of the Resort Association Board under Section 9.4, the Resort Association Board shall be entitled to meet and select an interim Resort Association Manager. At least forty -eight (48) hours' notice of the time and place of the meeting shall be given to all Resort Association Members. Selection of an interim Resort Association Manager shall be made by a unanimous vote of the Resort Association Board. Until such time as an interim Resort Association Manager has been selected, the authority of the Resort Association Manager shall be vested in the Resort Association Board. The person or entity selected as interim Resort Association Manager shall be authorized to exercise all the duties and responsibilities of Resort Association Manager, but shall only be authorized to act until the selection of a new Resort Association Manager under Section 9.4. Upon selection of an interim Resort Association Manager, the interim Resort Association Manager or the Resort Association Board shall immediately give at least ten (10) days' prior written notice to all Resort Association Members of the time and place of a meeting for the purpose of selecting a new Resort Association Manager. The selection shall be carried out under the procedures set forth in Section 9.4, except that the time limits for the calling of the meeting shall not be applicable. ARTICLE 10 COMMON EXPENSES 10.1. Resort Association Expenses. One hundred percent of the Resort Association Expenses shall be paid by the Resort Association as and when due. All Resort Association Expenses shall be funded by allocating the same among Hotel Owner, the Private Residence Association and the Club Association pursuant to Section 1.5.7. DMWEST #7269093 v5 36 10.2. Resort Reserve Expenses. One hundred percent of the Resort Reserve Expenses shall be paid by the Resort Association as and when due from funds held in a Reserve Account as and when Resort Reserve Expenses are incurred. The Resort Reserve Expenses shall be funded by allocating the same between Hotel Owner, the Private Residence Association and the Club Association pursuant to Section 1.5.7. 10.3. Resort Operating Expenses. One hundred percent of the Resort Operating Expenses shall be paid by the Resort Association as and when due. The Resort Operating Expenses shall be funded by allocating the same among Hotel Owner, the Private Residence Association and the Club Association pursuant to Section 1.5.7. 10.4. Resort Utility Expenses. To the extent the Hotel, Private Residence Units or Club Units are separately metered for a particular utility service, Hotel Owner, the Private Residence Association and the Club Association shall be separately charged and shall separately pay for all utilities charges for such service that are incurred in the operation of the Hotel, the Private Residence Units and Club Units, respectively. If, however, any portion of the Hotel, the Private Residence Units or the Club Units are not separately metered and charged for a particular utility service, one hundred percent (100 %) of the cost of all utilities charges applicable thereto shall be advanced by Hotel Owner and such cost shall, based upon advice given by independent energy consumption specialists, be allocated among Hotel Owner, the Private Residence Association and the Club Association pursuant to Section 1.5.7. To the extent Hotel Owner advances the cost of any utilities charges in accordance with this Section 10.4, then the Resort Association shall reimburse Hotel Owner for the amounts advanced that are allocable to any Association or Unit Owner on the same periodic basis as the Assessments are payable by Unit Owners. 10.5. Negligence and Misconduct. Notwithstanding the foregoing, each Resort Association Member shall pay any Common Expense without reimbursement by the Resort Association that is incurred as the result of the negligence or misconduct of that Resort Association Member or its Members, Permitted Users or Permittees. For clarity, the Private Residence Association or the Club Association shall pay any Resort Association Expense without reimbursement by Hotel Owner that is incurred as the result of the negligence or misconduct of a Private Residence Owner or a Club Owner, respectively (it being acknowledged that the Private Residence Association and Club Association may seek reimbursement from the offending Unit Owner through the Private Residence Declaration and Club Declaration, respectively). 10.6. Acknowledgment of Amount of Expenses. Hotel Owner, the Private Residence Association and the Club Association, acknowledge and agree that, subject to the last sentence hereof, the amounts of Resort Reserve Expenses shall never be less than that amount necessary (and the Resort Association Board shall always be required to approve budgets with no less than an amount of funding in order) to repair and replace the Resort Common Areas at the Resort Quality Standard and to satisfy the obligations of the Resort Association pursuant to the Resort Association Management Agreement. Notwithstanding the foregoing, in no event shall an increase in the Resort Reserve Expenses pursuant to this Section 10.6 after the first full Fiscal Year result in an increase of greater than twenty percent (20 %) of the Private Residence Assessment and /or the Club Assessment charged in the most recent Fiscal Year. DMWEST #7269093 v5 37 10.7. Commencement and Collection of Expenses. 10.7.1. Commencement and Collection of Resort Expenses. Monthly assessment of Common Expenses shall commence on the Starting Date (with the monthly Assessment prorated for any portion of a month) unless the Resort Association Manager chooses to assess Common Expenses less frequently than monthly, in which case the Resort Association Members shall pay Assessments of Common Expenses at such intervals as determined by the Resort Association Manager. The Resort Association Manager may estimate the amount of the Common Expenses due from the Resort Association Members in advance of the Common Expenses being actually incurred and invoice the Resort Association based on the estimate. In such case, the Resort Association Manager shall submit to the Resort Association within one hundred twenty (120) days following the end of the Fiscal Year as adopted by the Resort Association Manager for accounting purposes (or as soon thereafter as practical) a statement of the actual amount of the Common Expenses for such year showing each Resort Association Member's share thereof. If payments made by a Resort Association Member exceed the amount shown to be due, the Resort Association Manager in its discretion shall either credit the Resort Association Member the excess amount against future Assessments of Common Expenses, or return the excess amount to the Resort Association Member. In addition, if the Resort Association Manager is able to recover any delinquent amounts that were previously included in Common Expenses as a deficit, each Resort Association Member shall be credited for that portion of the recovered amount previously paid by each Resort Association Member against the next accruing payment of Common Expenses, provided such Resort Association Member was not responsible for the deficit. If the payments previously made by a Resort Association Member are less than the amount shown to be due, the Resort Association Member, within ten (10) days following Resort Association Manager's delivery of an invoice, shall pay to the Resort Association Manager the balance due. If any payment by any Resort Association Member is more than five (5) days delinquent, the Resort Association Manager may impose a reasonable late charge, not to exceed five percent (5 %) of the delinquent amount, in order to compensate the Resort Association Manager for administrative time and expense required to pursue collection of such amount. Any payment due under this Resort Declaration shall bear interest at the Agreed Rate from date of delinquency until paid. 10.8. Right to Inspect Books. At any time during the term of this Resort Declaration any duly authorized representative of Hotel Owner, the Private Residence Association and/or the Club Association, upon at least five (5) days prior written notice and during reasonable business hours, may inspect at the Resort Association's principal office the books and records of the Resort Association Board and the Resort Association pertaining to Common Expenses, and may cause an audit to be performed of the books and records, at the requesting party's sole expense; provided the books and records of the Resort Association Board and the Resort Association shall not be required to be audited more frequently than once during a calendar year. Any payments or reimbursements determined to be due as a result of the audit shall be made within thirty (30) days after completion of the audit and notice of the results shall be sent to the Resort Association Members. No Resort Association Member shall delay, reduce or set -off the payment of any assessment due pending an audit or because of any amount or credit that may be due such Resort Association Member as a result of the audit. If the audit reveals that amounts assessed for Resort Association Expenses differed from actual Resort Association Expenses by more than two DMWEST #7269093 v5 38 percent (2 %) of the latter, then the party paying for such audit shall be reimbursed for the reasonable cost thereof by the Resort Association Board as a Resort Association Expense. 10.9. Payment of Real Property Taxes and Assessments. Each Resort Association Member shall pay or cause to be paid, before delinquency, all Taxes for which such Member is responsible, provided that each Resort Association Member shall have the right to protest or seek adjustments from the County or the State of Colorado as to the Taxes due on the interests of such Resort Association Member in the Resort. For clarity, Hotel Owner shall pay all Taxes assessed or levied against the Hotel; the Private Residence Association shall require all Private Residence Owners to pay all Taxes assessed or levied against the Private Residence Units; and the Club Association shall, on behalf of the Club Owners, pay all Taxes assessed or levied against the Club Units. The parties acknowledge that the interests in the Common Elements appurtenant to the Units are included in the valuation of the Units for tax purposes. Taxes assessed on the Resort Common Areas shall be paid by the Resort Association as a Resort Association Expense. 10.10. Payments. Any assessment of Common Expense or other amount due from a Resort Association Member or any Unit Owner to the Resort Association shall be paid when due, together with any applicable interest and late charges which interest and late charges shall accrue on the fifteenth (15th) day after any such due date, unless due on demand or at an earlier time as may be provided in this Resort Declaration. Unless otherwise mutually agreed upon, the Resort Association shall invoice the Hotel Owner, the Private Residence Association and the Club Association for Common Expenses on a monthly basis and by procedures determined by the Resort Association. The priority of payment of any expense or obligation of any Association shall be paid in the following order: 1) to the Hotel Manager, Resort Association Manager, Private Residence Association Manager and /or Club Association Manager, as applicable, 2) to fund any applicable Reserve Accounts, 3) to pay any other expense or obligation of such Association, and 4) to fund applicable working capital accounts of such Association. 10.11. Liens. 10.11.1. Club Association, Private Residence Association and Unit Owners. Any Assessment or other amounts due from the Club Association on behalf of any Club Owner or from the Private Residence Association on behalf of any Private Residence Owner levied under this Resort Declaration, together with interest, administrative charges, reasonable attorney fees and late charges, whether or not in default, shall become a lien, with foreclosure by advertisement and power of sale, against the property of the Unit Owner that failed to pay the same, or for whom the Private Residence Association or the Club Association failed to pay same. The lien is perfected from and after the recording of this Resort Declaration without the necessity of recording any notice or claim of lien. The Private Residence Association and Club Association shall provide to the Resort Association the name of any Unit Owner who is in default under the Resort Declaration. 10.11.2. Security, Subordination and Default of a Lien. Any lien pursuant to Section 10.11.1 (the "Lien ") shall secure the amount due from the Resort Association Member and /or Unit Owner and shall be prior and superior to any subsequent right, title, interest, lien or claim which may attach to the property; provided, however, (i) the Lien shall be subordinate to any liens for Taxes, and (ii) the Lien shall be superior to the lien of any Mortgage, except to the DMWEST #7269093 v5 39 extent the lien of any such Mortgage has priority over the Lien under the Act. If the amount secured by the Lien is in default and written notice has been given to the Resort Association Member and /or the Unit Owner, as applicable, of the default and demand for payment made in respect thereof, then in addition to any other remedy available under applicable law, the Lien may be foreclosed by the Resort Association Manager or by any Curing Entity by action brought in any court of competent jurisdiction or foreclosure by advertisement and power of sale in accordance with the provisions of Colorado Law applicable to foreclosure by advertisement and power of sale in mortgages and deeds of trust. In any action to enforce the Lien, the prevailing party shall be entitled to recover court costs and reasonable attorneys' fees. 10.11.3. Third Party Beneficiaries to Lien Rights. (a) Hotel Owner is hereby declared to be a third party beneficiary of any and all lien rights set forth in this Section 10.11 that may accrue to (i) the Resort Association against either the Private Residence Association, the Club Association or any Unit Owner, (ii) the Private Residence Association against any Private Residence Owner, or (iii) the Club Association against any Club Owner, and shall have each and every right set forth hereunder to enforce them. (b) The Resort Association is hereby declared to be a third party beneficiary of any and all lien rights set forth in this Section 10.11 that may accrue to (i) the Private Residence Association against any Private Residence Owner, or (ii) the Club Association against any Club Owner, and shall have each and every right set forth hereunder to enforce them. 10.12. Obligations to Pay Expenses. Any applicable amount due, including interest, administrative charges and late charges, from a Resort Association Member to the Resort Association Manager or to a Curing Entity shall be the personal obligation of each Resort Association Member at the time the charge is levied. No Resort Association Member may exempt itself from payment of Common Expenses or any other amount due by waiver of the use or non -use of the Resort Common Areas or abandonment of property. 10.13. Other Remedies. In addition to any remedies that the Resort Association may be entitled to pursuant to this Article 10 for failure of any party to pay any assessments or other amounts due and owing to the Resort Association, the Resort Association shall retain and have the right to exercise any and all other rights and remedies to which it may be entitled to under applicable law, including, but not limited to remedies at law and in equity. 10.14. Right to Cure. If any Defaulting Entity defaults in its obligation to pay its share of Resort Association Expenses or any other amounts due under this Resort Declaration, the Resort Association must provide the Defaulting Entity with notice of such defaults, upon which the Defaulting Entity shall have fifteen (15) calendar days to cure such default. If after the expiration of such fifteen (15) calendar day period the Defaulting Entity does not cure such default by paying the amounts due plus any interest accrued thereon or penalties and late charges due therefor, then any Curing Entity may pay the amount due from the Defaulting Entity and thereby cure the default and be paid upon demand by the Defaulting Entity the amount paid together with interest at the Agreed Rate from the date such amounts are paid by the Curing Entity until repaired in full. In that case, the Curing Entity shall have all of the rights of the DMWEST #7269093 v5 40 Resort Association Board and the Resort Association Manager to collect the amount due including, but not limited to, (a) in the case of Hotel Owner, a lien upon the Hotel, (b) in the case of the Private Residence Association, a lien against the underlying Unit Owner's Ownership Interest, (c) in the case of the Club Association, a lien against the Club Property or underlying Unit Owner's Ownership Interest and, (d) in the case of Unit Owner, a lien against such Unit Owner's Unit Interest and together with, in each such case, power of sale, to be security for the obligation to repay the amount advanced by the Curing Entity and interest. In any action to recover the amount due, the Curing Entity shall be entitled to recover costs and reasonable attorneys' fees. ARTICLE 11 ARCHITECTURAL CONTROL 11.1. Approval Required. The requirements of zoning and other land use laws and regulations governing the Resort and approvals given by the Town of Vail, the County and other governmental authorities with jurisdiction over the Resort establish minimum standards for the Resort. It is intended that after the initial improvement of the Resort, Hotel Owner may make any changes it desires to the Hotel so long as the same is approved by the Town of Vail, and so long as the same is approved by the Resort Association Board if required under Section 3.3.4. Notwithstanding the foregoing, there shall be no material changes made to the Resort Common Areas, the Private Residence Component or the Club Component, by the Private Residence Association, the Club Association or any Unit Owner (except for changes to the interior of a Unit) without the express prior written consent of Resort Association. 11.2. Enforcement. The Resort Association shall have the authority to bring an action to enjoin the demolition, erection, installation, alteration, repair, restoration, painting or other change to any portion of the Resort (other than interior of Units and, except as required pursuant to Section 3.3.4, other than the Hotel) that has not been approved by the Resort Association under this Article 11. In any such action, the Resort Association shall be entitled to recover its costs and expenses, including reasonable attorneys' fees. ARTICLE 12 DESTRUCTION 12.1. Repair in Event of Casualty. 12.1.1. Obligation to Re- Build. Any portion of the Resort Common Areas for which insurance is required under this Resort Declaration which is damaged or destroyed must be repaired or replaced promptly by the Resort Association to a comparable or better condition than that which previously existed (it being understood that the Resort must always be restored to a condition no less than the Resort Quality Standard), unless: (a) This Resort Declaration is terminated in accordance with Section 13.9. (b) Repair or replacement of the Resort Common Areas would be illegal under any state or local statute or ordinance governing health or safety. DMWEST #7269093 v5 41 (c) At least sixty -seven percent (67 %) of the voting power in the Resort Association (as determined in accordance with the Allocated Interests) vote not to repair or replace such damaged or destroyed Resort Common Areas, including the votes allocated to all Units that will not be repaired or replaced. (d) Prior to the conveyance of any Unit or Component to a person other than Declarant, the holder of a deed of trust or mortgage on the damaged portion of the Resort rightfully demands all or a substantial part of the insurance proceeds. 12.1.2. Use /Distribution of Insurance Proceeds. The cost of repair or replacement of Resort Common Areas in excess of applicable insurance proceeds and reserves shall be a Resort Operating Expense. If the entire Resort is not repaired or replaced, the insurance proceeds attributable to the damaged Resort Common Areas must be used to restore the damaged Resort Common Areas to a condition that meets or exceeds the Resort Quality Standard and, except to the extent that other persons will be distributees, the insurance proceeds attributable to the Units that are not rebuilt must be distributed to the owners of those Units or to lienholders, as their interests may appear, and the remainder of the proceeds must be distributed to all the Unit Owners and Hotel Owner, or lienholders, as their interests may appear, in proportion to their respective Unit Allocated Interests. In the case of damage to any other items that the Unit Owners are obligated to repair and replace under the terms and conditions of the Private Residence Declaration or Club Declaration, the Private Residence Association or Club Association, as applicable, shall cause the applicable Unit Owner(s) to repair such damages to a comparable or better condition than that which previously existed. 12.1.3. Exclusive Areas. The Private Residence Association shall be responsible for payment of the costs of repair or replacement of the Private Residence Property including deductibles) not covered by the proceeds of the insurance policies applicable to the Private Residence Property, the Club Association shall be responsible for payment of the costs of repair or replacement of the Club Property (including deductibles) not covered by the proceeds of the insurance policies applicable to the Club Property and Hotel Owner shall be responsible for payment of the costs of repair or replacement of the Hotel (including deductibles) not covered by the proceeds of the insurance policies applicable to the Hotel. 12.2. Expanded Meaning of Damage and Repair. As used herein and without limiting the common meaning of the terms, "damage" shall include partial or complete destruction of property and "repair" shall include demolition, appropriate removal and legal disposition of the remains of any demolition, rebuilding and restoration, and the costs thereof shall be deemed to include all related expenses including design professionals' fees, permits and construction period insurance. 12.3. Assessment of Owners. Assessment of Resort Association Members for the fees and expenses of the Resort Association and/or the Resort Association Manager under this Article 12 shall be levied by the Resort Association Board on the Resort Association Members and all of such Resort Association Members shall reimburse the Resort Association for such amounts with thirty (30) days following its request. DMWEST #7269093 v5 42 12.4. Fees and Expenses. The expenses of the Resort Association and /or the Resort Association Manager under this Article 12 shall include, but are not necessarily limited to, those reasonably incurred in the employing of experts to advise on whether to continue the Resort, the collecting and disbursing of insurance proceeds, the allocation of insurance proceeds among the various Components, the eliminating or correcting of unsafe or hazardous conditions, the holding of any meeting of the Resort Association Board, the filing of notices of actions taken, the exercising of the authority given to the Resort Association or its Board and the Resort Association Manager and the performing of any other authorized duties under this Article 12. Such fees and expenses shall be a Resort Association Expense and shall be levied against the Resort Association Members as an Assessment. ARTICLE 13 ENFORCEMENT 13.1. Power to Suspend Privileges. The Private Residence Association and the Club Association delegate their respective enforcement rights under this Resort Declaration to the Resort Association. The Resort Association, either pursuant to its own powers or pursuant to such delegated powers and subject to the requirements of the Resort Bylaws, may suspend all rights and privileges of a Unit Owner for a period of time not to exceed thirty (30) days for (a) a failure to pay any Assessment hereunder in full promptly when due, or (a) each violation of any provision of the Resort Governing Instruments; provided, however, that, for any continuing violation, such suspension may continue until the violation is cured. 13.2. Power to Levy and Assess Fines. The Private Residence Association and the Club Association delegate their respective enforcement rights under this Resort Declaration to the Resort Association. The Resort Association, either pursuant to its own powers or pursuant to such delegated powers, may (after notice and hearing as provided for in the Resort Bylaws) levy and assess fines against any Unit Owner who violates, or whose Permitted Users or Permittees violate this Resort Declaration. Upon notice to the Unit Owners and the Private Residence Association or the Club Association, as applicable, the Resort Association Board may establish a schedule of fines for individual offenses and /or continuing offenses, which schedule shall thereafter govern the amount of the fines to be levied, until such schedule is modified or repealed by the Resort Association Board. Fines may be levied for each offense, and, once levied, each such fine shall become an Assessment against the Ownership Interest of the offending Unit Owner or Hotel Owner. Any Unit Owner against whom such a fine is levied, or the Private Residence Association or the Club Association if such a fine is levied against one of them, shall pay such fine to the Resort Association within ten (10) business days after such levy. The Resort Association Board shall be entitled to take any legal action or employ any remedies set forth hereunder or permitted by law to enforce the payment of such fines. 13.3. Entry onto Land. Subject to the restrictions set forth in this Resort Declaration and those imposed by law, in the event of any violation or threatened violation by any person of any of the terms, restrictions, covenants and conditions provided in this Resort Declaration, the Resort Association Board and the Resort Association Manager shall have the right to enter upon such portion of the Development Land upon or as to which said violation exists and to summarily abate and remove, at the expense of the violating Unit Owner, Hotel Owner, Private Residence Association, or Club Association as the case may be, or their respective Permitted DMWEST #7269093 v5 43 Users or Permittees, any structure, thing or condition that may be or exist thereon contrary to the intent and meaning of this Resort Declaration. 13.4. Commencement of Proceedings. The Resort Association Board, through the Resort Association Manager, shall have the right to prosecute a proceeding at law or in equity, or initiate arbitration proceedings pursuant to Section 15.14, against any person or persons who have violated or who have attempted to violate any of the provisions, covenants, conditions, and restrictions set forth in this Resort Declaration, to enjoin or prevent them from doing so, to cause said violation or breach to be remedied or to recover damages for said violation; provided, however, that nothing herein contained shall be deemed to impose upon the Resort Association Board or the Resort Association Manager any liability for the failure to correct or prosecute a violation or breach of this Resort Declaration. 13.5. Joint and Several Liability. Each person or entity comprising a Unit Owner shall be jointly and severally liable with each other person or entity comprising such Unit Owner for the violation or breach of any covenant, condition, restriction or provision contained in this Resort Declaration caused or committed by each person or entity comprising such Unit Owner or their respective Permitted Users or Permittees. 13.6. Deemed to Constitute a Nuisance. The result of every action or omission whereby any covenant, condition, restriction or provision herein contained is violated in whole or in part is hereby declared to be and constitute a nuisance, and every remedy allowed by law or equity against anyone causing a nuisance shall be applicable against the Resort Association Members, the Unit Owners or their respective Permitted Users or Permittees, or any other person responsible for such action or omission, and may be exercised by the Resort Association Board, the Resort Association Manager and /or any aggrieved Resort Association Member or Unit Owner. 13.7. Inspection. The Resort Association and its representatives (including the Resort Association Board and the Resort Association Manager), may, from time to time at any reasonable hour or hours and without notice to any Resort Association Member or Unit Owner, or their respective Permitted Users or Permittees, enter and inspect any part of the Resort (other than a Unit and the Hotel) to ascertain whether such part of the Resort, the improvements thereon and the uses thereof are in compliance with this Resort Declaration. In such event, no entering person shall thereby be deemed guilty of, or become liable for, any manner of trespass or unlawful entrance in connection with such entry and inspection. 13.8. Failure to Enforce Not a Waiver of Rights. The failure of any Association, the Resort Association Board, the Resort Association Manager, or the Members to enforce any covenant, condition, restriction or provision herein contained shall in no event be deemed to be a waiver of the right thereafter to do so, nor of the right to enforce any other covenant, condition, restriction or provision set forth in this Resort Declaration. 13.9. Termination. Notwithstanding anything contained or implied in this Resort Declaration to the contrary, in no event shall the remedies available hereunder for a breach of the provisions hereof include termination of this Resort Declaration. Instead, it is Declarant's intention that, following the date hereof, except in the case of a taking of all or substantially all DMWEST #7269093 v5 44 of the Units and Resort Common Areas by eminent domain, this Resort Declaration shall be terminable only upon the affirmative vote of at least sixty -seven percent (67 %) of the voting power in the Resort Association (as determined in accordance with the Allocated Interests) and in accordance with Section 38- 33.3 -218 of the Act. 13.10. Required Notices to Mortgagees. Notwithstanding the foregoing, no party may exercise any remedy hereunder unless, after the failure of a defaulting party to cure a breach within any applicable cure period, such non - defaulting party delivers notice of the breach to each Mortgagee of the defaulting party of which the Resort Association Board has received notice under Section 14.6 below, and provides such Mortgagee with the opportunity to cure such breach within an additional cure period as the Resort Association Manager may determine in its reasonable discretion; provided, however, that nothing herein shall entitle such Mortgagee to arbitrate a breach that has already been arbitrated hereunder. 13.11. Waiver and Claims. Except and to the extent of monetary damages resulting from a Member's failure to pay Assessments, and except in the event of a party's intentional misconduct or gross negligence, neither Hotel Owner, nor the Private Residence Association, nor the Club Association, nor the Resort Association shall have the right to seek a monetary award against any of the other parties and the only remedy any such party shall have to enforce any provision of this Resort Declaration or to remedy any breach or default hereunder by any other party shall be specific performance or other similar equitable relief. 13.12. Force Majeure. Except as otherwise provided in this Article 13 or elsewhere in this Resort Declaration, each party shall be excused from performing any obligation or undertaking provided in this Resort Declaration, except any obligation to pay any money (unless such payment is conditioned upon performance of an obligation or undertaking excused by this Section 13.12), in the event but only to the extent and for so long as the performance of any such obligation is prevented or delayed, retarded or hindered by Force Majeure Event. Each party shall give notice of any such delay to the other party within thirty (30) days of such party's actual knowledge of the occurrence of the event with respect to which such party intends to claim a permitted delay hereunder. ARTICLE 14 PROTECTION OF MORTGAGEES 14.1. Conflict. Hotel Owner shall have the right to mortgage or otherwise to encumber all, or any portion, of the Hotel, and each Unit Owner shall have the right to mortgage or otherwise to encumber his, her, their, or its Unit; provided, however, any Mortgage shall be subordinate to all of the provisions of the Governing Instruments and, in the event of foreclosure, the provisions of the Governing Instruments shall be binding upon any Hotel Owner or Unit Owner whose title is derived through foreclosure by private power of sale, judicial foreclosure or otherwise. The provisions and requirements of this Article 14 and any other provisions and requirements of this Resort Declaration relating to the rights of Mortgagees shall prevail over any conflicting provisions of this Resort Declaration, the Resort Articles, or the Resort Bylaws. DMWEST #7269093 v5 45 14.2. Application of Assessments. No Mortgagee shall be liable for the payment of Assessments against the mortgaged property, except those accruing after such Mortgagee obtains title to the property pursuant to its remedies under its Mortgage. 14.3. Subordination of Assessment Lien. The lien of any Assessment created under this Resort Declaration which arises before the time at which a Mortgagee obtains title to the mortgaged property shall be subordinate to the lien of the Mortgage held by the Mortgagee, except if and to the extent the lien of any such Assessment is given priority under Section 38- 33.3 -316 of the Act, as it may be amended from time to time. However, the sale or transfer of title to property by deed, assignment or conveyance in lieu of foreclosure, or any other voluntary conveyance of title, shall not relieve (i) a party or its grantee (other than a Mortgagee) or other successors and assigns (whether as a result of a foreclosure or deed -in -lieu of foreclosure or otherwise by specifically excluding any Mortgagee itself) from liability from any charges which become due and payable before such sale or transfer or, (ii) a party or its grantee or other successors and assigns from liability from any charges which thereafter become due and payable, as the case may be. 14.4. Limitation of Enforcement Against Mortgagees. No violation of this Resort Declaration by a party or enforcement of this Resort Declaration against any party shall impair, defeat or render invalid the lien of any Mortgage against such party's property, but this Resort Declaration shall be enforceable against any party whose title is acquired by foreclosure, trustee's sale, voluntary conveyance, or otherwise. 14.5. Notice by Mortgagees. Each person or entity holding a Mortgage affecting any portion of the Resort shall give written notice to the Resort Association Board of the nature of its interest in the Resort, its address, the recording information pertaining to its Mortgage and other security instruments encumbering property in the Resort, and the amount of indebtedness secured by any Mortgage or security instrument. Any person or entity holding a Mortgage who has not given the notice required by this Section 14.5 shall not be entitled to the rights of a Mortgagee accorded by this Resort Declaration. Notwithstanding anything to the contrary, the Resort Association Board shall be deemed to have notice of any Mortgagee that is a Mortgagee of Declarant as of the date of tins Declaration. 14.6. Notice. Each Mortgagee is entitled, upon written request and after furnishing its address to the Resort Association Manager, to receive written notice from the Resort Association Manager of any default under this Resort Declaration which is not cured within thirty (30) days and which is applicable to property in which such Mortgagee has a security interest. ARTICLE 15 GENERAL PROVISIONS 15.1. Amendment. This Resort Declaration may be amended or terminated only by an instrument of amendment approved by at least sixty -seven percent (67 %) of the voting power in the Resort Association (as determined in accordance with the Allocated Interests) and recorded in the office of the recorder of the County and otherwise in accordance with Section 38- 33.3 -217 of the Act. Notwithstanding the foregoing or any provision in this Resort Declaration to the contrary, Declarant, acting alone, reserves to itself the right and power (i) to correct clerical, DMWEST #7269093 v5 46 typographical or technical errors, (ii) to modify and amend this Resort Declaration to comply with the requirements, standards, or guidelines of state department of real estate, real estate commission or other similar state agency or any governmental authority having jurisdiction over the Resort, and (iii) to comply with the requirements, standards or guidelines of recognized secondary mortgage markets, the department of housing and urban development, the federal housing administration, the veterans administration, the federal home loan mortgage corporation, the government national mortgage association or the federal national mortgage association. 15.2. Covenant Against Discrimination. Each Unit Owner and Hotel Owner herein covenants by and for itself, its successors and assigns, and all persons and entities claiming under or through them, that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, color, religion, creed, sex, sexual orientation, marital status, military status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Resort, or any part thereof, nor shall any party or any person claiming under or through such party establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of Unit Owners, lessees, subtenants, sublessees, or vendees in or of the Resort. The foregoing covenants shall run with the land. 15.3. Notices. Notices provided for in this Resort Declaration shall be in writing and shall be deemed sufficiently given either when delivered personally (including, without limitation, delivery by a nationally recognized overnight carrier such as Federal Express) at the appropriate address set forth below (in which event, such notice shall be deemed effective only upon such delivery or attempted delivery) or forty -eight (48) hours after deposit of same in any post office box in the state or other jurisdiction to which the notice is addressed, seventy -two (72) hours after deposit of same in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth below. Any notice to a Unit Owner required under this Resort Declaration shall be addressed to the Unit Owner at the last address for such Unit Owner appearing in the records of the Resort Association. Notices to the Resort Association Manager shall be addressed to the address designated by the Resort Association Manager by written notice to the Resort Association Members. Notices to Hotel Owner shall be addressed as follows: Vail Hotel 09 LLC Attn: DMWEST #7269093 v5 47 Notices to the Resort Association shall be addressed as follows: One Vail Road Resort Association, Inc. 1 Vail Road Vail, Eagle County, Colorado 81657 Attn: President Notices to the Private Residence Association shall be addressed as follows: One Vail Road Private Residences Owners' Association, Inc. 1 Vail Road Vail, Eagle County, Colorado 81657 Attn: President Notices to the Club Association shall be addressed as follows: One Vail Road Club Owners' Association, Inc. 1 Vail Road Vail, Eagle County, Colorado 81657 Attn: President The addresses and addressees for purposes of this Section 15.3 may be changed by giving notice of such change in the manner herein provided for giving notice. Unless and until such notice is received, the last address and addressee as stated by notice or as provided herein, if no notice of change has been sent or received, shall be deemed to continue in effect for all purposes hereunder. 15.4. Constructive Notice and Acceptance. Every person or entity who now or hereafter owns or acquires any right, title or interest in or to any portion of the Resort is and shall be conclusively deemed to have consented and agreed to every covenant, condition, restriction and provision contained in this Resort Declaration, whether or not any reference to this Resort Declaration is contained in the instrument by which such person acquired an interest in the Resort. 15.5. Liberal Construction. The provisions of this Resort Declaration shall be liberally construed to effectuate its purpose. The failure to enforce any provision of this Resort Declaration shall not constitute a waiver of the right to thereafter enforce such provision or the right to enforce any other provision hereof. 15.6. Effect of Invalidation. Each covenant, condition and restriction of this Resort Declaration is intended to be, and shall be construed as, independent and severable from each other covenant, condition and restriction. If any covenant, condition or restriction of this Resort Declaration is held to be invalid by any court, the invalidity of such covenant, condition or restriction shall not affect the validity of the remaining covenants, conditions and restrictions hereof. DMWEST #7269093 v5 48 15.7. Cumulative Remedies. Each remedy provided for in this Resort Declaration shall be cumulative and not exclusive. The failure to exercise any remedy provided for in this Resort Declaration or any other document shall not constitute a waiver of such remedy or of any other remedy provided herein or therein. 15.8. Attorneys' Fees and Costs. If any party shall bring an action or proceeding (including, without limitation, any cross - complaint, counter - claim, third party claim or arbitration proceeding) against any party by reason of the alleged breach or violation of any provision hereof, or for the enforcement of any provision hereof, or to interpret any provision hereof, or otherwise arising out of this Resort Declaration, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of such action or proceeding, including but not limited to its reasonable attorneys' fees, which shall be payable by the non - prevailing party whether or not such action or proceeding is prosecuted to judgment or award. For the purposes of this Resort Declaration, the term "attorneys' fees" shall mean the reasonable fees and expenses of counsel to the parties hereto, which may include fees incurred with respect to post - judgment motions, contempt proceedings, garnishment, levy, debtor and third -party examinations, discovery, bankruptcy, litigation, and may include expenses such as printing, photostating, duplicating, facsimiles, filing fees, air freight charges and fees billed for law clerks, paralegal and other persons not admitted to the bar but performing services under the supervision of an attorney, all of which shall be deemed to have accrued upon the occurrence of the act or omission giving rise to the incurrence of such fees. 15.9. No Public Dedication. Nothing herein contained shall be deemed a gift or dedication of any portion of the Resort to the general public, or for the general public or for any public use or purpose whatsoever; it being the intention and understanding of the parties hereto that this Resort Declaration shall be limited to and for the purposes herein expressed solely for the benefit of Hotel Owner, the Resort Association, the Private Residence Association, the Club Association and the Unit Owners. 15.10. Governing Law. This Resort Declaration shall be governed by the laws of the State of Colorado without giving effect to the principles of conflict of laws thereof. 15.11. Headings. The headings used in this Resort Declaration are for convenience and reference only and the words contained herein shall not be held to expand, modify, or aid in the interpretation, construction or meaning of this Resort Declaration. 15.12. Gender and Number. Wherever the context so requires, each gender shall include any other gender, and the singular number shall include the plural and vice - versa. 15.13. Exhibits. The following exhibits attached are incorporated herein and made a part of this Resort Declaration by this reference: Exhibit A: Legal Description of the Development Land Exhibit B: Master Definitions Exhibit C: Allocated Interests Exhibit D: Easements and Licenses of Record Exhibit E: Basic Services DMWEST #7269093 v5 49 15.14. Arbitration. Notwithstanding anything to the contrary in the Resort Declaration, in no event shall any Unit Owner have the standing to exercise any rights under this Resort Declaration. In the event any such Unit Owner is aggrieved and wishes to pursue a claim with respect to any provision hereunder or otherwise against the Resort Association, the Resort Association Board or Hotel Owner (or against any person or entity acting on behalf of any of them), such Unit Owner may only do so through action it causes the Private Residence Association or the Club Association to take on its behalf All disputes not involving claims for indemnity and arising under this Resort Declaration between Hotel Owner, on the one hand, and the Private Residence Association and the Club Association, on the other hand, shall, upon the request of either parry, be resolved by binding arbitration conducted by a single, neutral arbitrator. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association. The arbitrator selected shall be qualified in the subject matter of the arbitration. The decision of the arbitrator shall be conclusive and binding upon the parties and shall be enforceable through procedures adopted under the laws of the State of Colorado for the enforcement of arbitration awards. The cost of the arbitration shall be borne equally by the parties unless otherwise awarded by the arbitrator. Any claim which any party has against another party pertaining to the matters set forth or referred to in this Resort Declaration must be presented by the claiming party to the other within one (1) year of the date the claiming party knew or should have known of the facts giving rise to the claim. Unless the party against whom any claim is asserted waives the time limits set forth above, any claim not brought within the time periods specified shall be waived and forever barred. When a matter must be resolved by arbitration, the arbitrator shall use the following standard to resolve such matters: the arbitrator shall determine whether the action in question needs to be taken, and if so, then the arbitrator shall determine which party's position is most reasonable under the circumstances. When considering whether the action needs to be taken, the arbitrator shall rule that such action be taken if such action is required to maintain or elevate the Resort to the Resort Quality Standard. The arbitrator, in its discretion, may determine and apportion liability between the parties. 15.15. Provisions Run With Land. The provisions of this Resort Declaration are intended to run with the land. When any interest in real property in the Resort is conveyed, the interest shall be burdened by the provisions of this Resort Declaration for the benefit of the remaining portions of the Resort and the interest conveyed shall be entitled to the benefit of this Resort until this Declaration is terminated. 15.16. Incorporation of this Resort Declaration into Deeds. Any deed or other instrument by which all or any portion of the Resort is conveyed, whether by fee, easement, leasehold interest or otherwise, shall be subject to the provisions of this Resort Declaration and any instrument of conveyance shall be deemed to incorporate the provisions of this Resort Declaration, whether or not such instrument makes reference to this Resort Declaration. 15.17. Successors. The provisions of this Resort Declaration shall be binding upon the owner(s) of each Component (including Hotel Owner), all Unit Owners, the Resort Association, the Private Residence Association, and the Club Association and each of their successors and assigns, and shall be for the benefit of each of the owner(s) of each Component (including Hotel Owner), and each Unit Owner and parties' heirs, successors and assigns. Each owner of a Component and each Unit Owner shall be fully discharged and relieved of liability on the covenants herein upon ceasing to own an Ownership Interest and paying all sums and performing DMWEST #7269093 v5 50 all obligations hereunder insofar as they arose during the period of ownership of such Ownership Interest. Without limiting the generality of the foregoing: (a) the obligations and rights of Hotel Owner under this Resort Declaration shall be binding upon, and inure to the benefit of, any and all successors in Ownership Interest to the Hotel; and (b) each owner of an Ownership Interest in the Hotel shall be fully discharged and relieved of liability on the covenants herein upon ceasing to own such Ownership Interest in the Hotel and paying all sums and performing all obligations hereunder insofar as the same arose during the period ownership of such Ownership Interest. 15.18. Association's Responsibility. Wherever this Declaration imposes any obligation or responsibility on the Unit Owners, such obligation or responsibility, shall (i) as applied to any Club Owner, be performed by the Club Association on behalf of such Club Owner, subject to the right of the Club Association to obtain performance or reimbursement from the Club Owner pursuant to the Club Declaration, and (ii) as applied to any Private Residence Owner, be performed by the Private Residence Association on behalf of such Private Residence Owner, subject to the right of the Private Residence Association to obtain performance or reimbursement from the Private Residence Owner pursuant to the Private Residence Declaration. 15.19. Conflict of Provisions. In the event of any conflict between this Resort Declaration and any of the Governing Instruments (other than this Resort Declaration), the Resort Management Agreement, the Private Residence Association Management Agreement or the Club Management Agreement this Resort Declaration shall control. In the event of any conflict between the Resort Articles and the Resort Bylaws, the Resort Articles shall control. In the event of any conflict between the Resort Bylaws and the Resort Rules and Regulations, the Resort Bylaws shall control. 15.20. Third Party Beneficiary Rights. Hotel Owner is hereby declared to be a third party beneficiary of any and all rights that accrue to Declarant under this Declaration, the Private Residence Declaration and /or the Club Declaration and shall have each and every right and power set forth hereunder and thereunder to enforce such rights. DMWEST #7269093 v5 51 IN WITNESS WHEREOF, Hotel Owner has caused this Resort Declaration to be executed as of the date first above written. DECLARANT: VAIL DEVELOPMENT 09 LLC, a Delaware limited liability company By: Its: COUNTY OF ) STATE OF ) This instrument was acknowledged before me on , _, 20 , by , as of Vail Development 09 LLC, a Delaware limited liability company. Notary Public My Commission Expires: (SEAL) DMWEST #7269093 v5 52 EXHIBIT A TO RESORT DECLARATION LEGAL DESCRIPTION OF THE DEVELOPMENT LAND A part of Lots A, B and C of Amended Map of Sheet 1 of 2 of Vail Village, Second Filing, Eagle County, Colorado, being more particularly described as follows: Commencing at the Northeast comer of Section 7, Township 5 South, Range 80 West of the Sixth Principal Meridian; thence along the East line of the Northeast Quarter of the Northeast Quarter of said Section 7, and referring all bearings contained herein to said line, S 00 DEGREES 09 MINUTES 28 SECONDS W, a distance of 39.20 feet; thence departing said line N 79 DEGREES 08 MINUTES 45 SECONDS W, a distance of 25.44 feet to the Northeast corner of said Lot A and the Point of Beginning of the herein described parcel of land; thence along the East line of said Lot A and the West right -of way line of Vail Road (50' wide) S 00 DEGREES 09 MINUTES 28 SECONDS W, a distance of 125.00 feet; thence continue along said line S 00 DEGREES 09 MINUTES 28 SECONDS W, a distance of 29.15 feet to the Northeast comer of Condominium Map for the Holiday House as recorded in Book 229 at Page 936; thence along the North and West boundaries of said Condominium Map. The following five (5) courses and distances: 1) N 73 DEGREES 43 MINUTES 44 SECONDS W, 156.13 feet; 2) S 28 DEGREES 00 MINUTES 55 SECONDS E, 67.00 feet; 3) S 61 DEGREES 59 MINUTES 05 SECONDS W, 18.27 feet; 4) S 28 DEGREES 00 MINUTES 55 SECONDS E, 86.00 feet; 5) S 74 DEGREES 12 MINUTES 22 SECONDS W, 101.49 feet to intersect the North right -of- way line of West Meadow Drive (50' wide); thence along said right -of -way line the following two (2) courses and distances: 1) N 67 DEGREES 34 MINUTES 08 SECONDS W, 264.42 feet; 2) 58.51 feet along the arc of a curve to the left having a radius of 525.00', a central angle of 6 DEGREES 23 MINUTES 09 SECONDS and a chord which bears N 70 DEGREES 45 MINUTES 43 SECONDS W, 58.48' to the Southwest corner of said Lot C; thence along the West line of said Lot C N 10 DEGREES 51 MINUTES 15 SECONDS E, a distance of 251.25 feet to the Northwest corner of said Lot C; thence along the North line of said Lot C S 79 DEGREES 08 MINUTES 45 SECONDS E, a distance of 300.00 feet to the Northeast corner a said Lot C and the Northwest corner of said Lot A; thence along the North line of said Lot A S 79 DEGREES 08 MINUTES 45 SECONDS E, a distance of 152.65 feet to the Point of Beginning, County of Eagle, State of Colorado. Bearings are based on State Plane Coordinates, Colorado Central Zone. DMWEST #7269093 v5 A-1 EXHIBIT B TO RESORT DECLARATION MASTER DEFINITIONS DMWEST #7269093 v5 B -1 EXHIBIT C TO RESORT DECLARATION ALLOCATED INTERESTS FOR COMPONENTS [Note — need to confirm as -built square footage) Square Footage Allocated Pursuant to Interest Component Type the Plans Percentage Hotel 199,210 62.5% Private Residence Component 60,490 19.0% Club Component 59,140 18.5% DMWEST #7269093 v5 C -1 EXHIBIT D TO RESORT DECLARATION EASEMENTS AND LICENSES OF RECORD [Note — need updated title commitment] DMWEST #7269093 v5 D -1 EXHIBIT E TO RESORT DECLARATION BASIC SERVICES A. Services to all Components of Resort: • Pest Control Services • Resort Common Area exterior pest control and fumigation. • Exterior Window Cleaning • On a standard, scheduled basis set annually exterior window and screen washing. • Access to Pool /Adjacent Pool Area; Fitness Center Amenities • Access to use the pool and adjacent pool deck area and the fitness center, all subject to rules and regulations established by the Hotel Manager, which may include, for instance, rules and regulations necessary or convenient (i) to implement the provisions of this Declaration or the other Governing Instruments, (ii) to maintain the Resort Quality Standard (including, for example, to avoid overcrowding of the pool and fitness areas), (iii) to provide appropriate limitations on hours of use of such facilities, and (iv) otherwise to avoid interference with the effective administration of the Resort and the use and enjoyment of such facilities by Hotel guests and by Unit Owners. • Spa facilities are specifically excluded from Basic Services: prior reservations required (and use fees charged) for spa services. • Exterior Landscaping • For landscaping within the Resort Common Areas: grass cutting; trimming and pruning of shrubs; fertilization; weeding; irrigation; minor replacement of small plant material. • Maintenance of the central plant, elevator, and Resort Common Area maintenance • Maintenance of the life and fire safety system • Security • 24 -hour security patrols in the Resort Common Areas. DMWEST #7269093 v5 E-1 it ■ ' a B. Services to Private Residence Component and Club Component: • Reception/Check -In • With respect to Club Units only, available at the Hotel's reception desk or at an area designated for Club Units only. • Telephone access • Telephone service on one extension number and DID per Unit. Long distance charges not included. • Voicemail on in -house extension. • Refuse Disposal • Regular disposal of trash from Private Residence Units central collection areas • Utilities • As project infrastructure allows (including, at a minimum, water, gas, and electricity.). • Cable TV • Same channels as those at the Hotel (specifically excluding On Command Video or similar services). • Valet Parking • For Club Units only, valet services for two parking spaces will be provided daily per Unit for days in- residence. All other valet parking will be provided as an A la Carte Service, as indicated below. It is expressly acknowledged that any services not listed above are not "Basic Services" and will be provided, if at all, only pursuant to the terms of the Private Residence Association Management Agreement or the Club Association Management Agreement and only if the Private Residence Association Manager and the Club Association Manager, as the case may be, are the Hotel Manager, or as A la Carte Services. For example, Basic Services do not include any of the following: • Charging Privileges (e.g., creation of a folio in which to charge incidental expenditures, including charging privileges at all restaurants and gift shops within the Hotel) • Private Residence Association and Club Association administration, including: • Providing logistical and planning assistance to Private Residence Association and Club Association with respect to Association meetings DMWEST #7269093 v5 E -2 • Preparing annual operating budgets for the Private Residence Association and Club Association • Preparing and causing to be filed federal, state and local tax returns for Private Residence Association and Club Association • Maintaining Private Residence Association and Club Association insurance coverages • Providing bill payment and auditing services for Private Residence Association and Club Association expenses and charges • Entering into contracts for services to be provided to Private Residence Association and Club Association • Maintaining a blanket fidelity bond in favor of Hotel Owner, Private Residence Association and Club Association • Hiring, training, supervising, and discharging all persons necessary to perform Management Services • Collections • Distributing monthly invoices, collect charges, assessments and other amounts due • Residential complaint administration • Attending to the complaints of Unit Owners • Processing Private Residence Unit renovation requests • Processing interior renovation approval requests • Bellman/doorman/bell hop services • Systems and software maintenance • Concierge services • Coordinating of private air and land transportation, off -site restaurant reservations, florist services, ski concierge services, tours, babysitters, car rentals and flight changes • Residential housekeeping services • Reservations services • Mail and deliveries • Unit Maintenance Services DMWEST #7269093 v5 E -3 • Residential Housekeeping Services • Personal Laundry or dry cleaning • Rental Services • Newspaper Delivery • Internet Access (including support for connection with local supplier) • Storage • Spa Amenities • Restaurants • In -Unit Dining, catering or stocking • Business Services (including fax and messenger services) • Long distance or other telecommunications services • Shoeshine Services • Pet Care Services • Valet Parking Services (other than the valet services provided as part of Basic Services with respect to the two valet parking spaces allocated to each Club Unit • Limousine /Transportation Services • Resident Events • Kids for all seasons (children's programs) • Residential Moving Coordination DMWEST #7269093 v5 E -4 i ' 441k CD o = TW W z z a w T �a �'+ o o r °w 2 0 W < °�orcrc w a z:,1 Z m z a of p im ii - °O z o °w ° za i< 7 T a g °w °w jowwS 1rc' °ZSrci?WWo rcF o � a °� 1—I 84- oO '^ <° rn z .,,,o: Nm o w z rc °w rn a° e° m a a rc ° p o nE- o rc o rc F zoz H w y Q Li W�rc xa ¢ a- oo < w 0 <� o o i< w �+ o i m w u ° i 'i °zo mow O pro rc i" oaw g W ZRNIL uwi< ° a m aF ° °F ¢ u ° o zpWZ o F mww ° rcp w RE ?g ,°,1 �< om ¢ i �l": y ww� w °ww <W � z ° °x� i °w i o f ' w z c � w U aoz rcw ¢zwii � zoT O� �u� rc <O < < a o W O^ in ° ¢ W < wm >O FA i ° w n p ¢ � w p ¢ p tt K opF =WF Oor w Tp < :^ O 6 °� I �j w F L I m< i oV1 mrc Z 4 9 I n < r "Sx p °x ° z z :n w w rcrc z x oU rc ¢ rc I ° m �� zr m o $ w < sowm- ec� °m° <; o rc o az Z x ° ° as � rn za <a a w z p k ' O O k'o w "''^ o rc � w z UJ � Oo - F w �w zr E < i o oO k' MI m'-" rc3 W r ?OZrc k1 k'z rc "z'n �° a rc W P38'.,6,44 ¢FaR °rc< o ji w o i "c� h m i� T iwo a ',1 °aam F a w aw 6 iz< 11! wm z in x w z °w c<.I a < � °cmiz sK o�° at, i zee °u V O^ 6z N �<VI z ° m5 0 w w° o< °< Vldw IF zS! w »W W "' g w ° w z o � � w ° OO 01 g. ° -'3 ��W at, ° O am < � ^ ^ a rc w- � -4�1 -" o a ° W a a a z O O o � �O < p o z rc r p 1 °o El °- rcw< ro r o 0: e w o w g M m Wnr�oa °c41 -i �'m° F z g X2ge f_, Q `� I� uZ Z �'�'` W rc w <ooW iw "' < h < U> o°rc E! < :'2. • Q N w < j F �' a F �Upzz 9<0 `5 a o �n' OW rr n W g ow @ m " °Y 1 a z°o w Po �m Em i O''' a rc h W rc Min w '�vaWi I21 U omazFZ�z .4 F-I FJ �' u_ ww o.° 13' o o w z <N 1 zTW �:n m3 zi F a rc 6.4 N p U wa ° Z rc ° �p Z w°V o . arcOW -� 3:n < W O�Z Z° I-ti I S' € p > N wazt w h w� x P o LL 4 4 rc 0 pc° W a ww p° F w o;4xi a I ','K, 2 D1,� r_ z°¢ F!FmmPZom w a -4E Z p rcrc Xi ¢ O K W O O < rcw x p m pw 'n O O o W Z FFIn1/10 °W?° w°o KOFi U pF a�a< 4 :na o i aJ rc IL'' m U i W LJ °- i �' ow � <� < W eF <0�WY'°YSz< ' ( F V 4 !8§ F o ° mN ¢ 6 rc xz 6 'n o op o o ,° z U ! 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