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HomeMy WebLinkAboutRams-Horn Condominium Declarationt 4 12194 TABLE OF CONTENTS TO CONDOMINIUM DECLARATION FOR RAMS -HORN LODGE CONDOMI Page ARTICLE I Definitions 1 ARTICLE II Description of Condominium Ownership 2 Section 1. CONDOMINIUM MAP. 2 Section 2. DIVISION OF PROPERTY INTO 3 CONDOMINIUM UNITS. Section 3. INSEPARABILITY OF A CONDOMINIUM 3 UNIT - COMBINATION OF CONDOMINIUM UNITS. Section 4. DESCRIPTION OF A CONDOMINIUM UNIT. 3 Section 5. SEPARATE ASSESSMENT AND TAXATION 4 NOTICE TO ASSESSOR. Section 6. TITLE. 4 Section 7. NONPARTITIONABILITY OF COMMON 4 ELEMENTS. Section S. TERMINATION OF MECHANIC'S LIEN 4 RIGHTS AND INDEMNIFICATION. Section 9. COVENANTS RUNNING WITH THE LAND. 4 ARTICLE III Owners' Property Rights 5 Section 1. USE OF LIMITED COMMON'ELEMENTS. 5 Section 2. USE OF GENERAL COMMON ELEMENTS. 5 ARTICLE IV Easements 5 Section 1. ENCROACHMENTS. 5 Section 2. USE AND ENJOYMENT OF COMMON ELEMENTS. 5 Section 3. BLANKET EASEMENTS. 5 Section 4. EASEMENTS FOR EMERGENCY INGRESS 6 AND EGRESS TO UNITS. Section 5. EASEMENTS SUBJECT TO RULES. 6 ARTICLE V The Association 6 n 12194 TABLE OF CONTENTS TO CONDOMINIUM DECLARATION FOR RAMS -HORN LOD GE CONDOMINIUMS (Continue Page Section 1. DUTIES OF ASSOCIATION. 6 Section 2. MEMBERSHIP IN ASSOCIATION. 8 Section 3. VOTING RIGHTS IN ASSOCIATION. 8 ARTICLE VI Maintenance 9 Section 1. OWNERS' RESPONSIBILITY OF 9 MAINTENANCE. Section 2. ASSOCIATION DUTY OF MAINTENANCE. 9 ARTICLE VII Use and Other Restrictions 9 Section 1. COMPLIANCE WITH PROVISIONS OF 9 DECLARATION AND BY -LAWS. Section 2. USE AND OCCUPANCY. 10 Section 3. SPECIAL USE RESTRICTIONS. 11 ARTICLE VIII Assessments 12 Section 1. COVENANT TO PAY ASSESSMENTS. 12 Section 2. DECLARANT'S OBLIGATION FOR ASSESSMENTS. 13 Section 3. USE OF ASSESSMENTS. 13 Section 4 RESERVE AND WORKING CAPITAL FUNDS. 14 Section 5. ANNUAL ASSESSMENTS. 14 Section 6. EXTRAORDINARY ASSESSMENTS. 15 Section 7. BASIS FOR ASSESSMENTS. 15 Section 8. ASSESSMENTS PAYABLE QUARTERLY. 15 Section 9. LIEN FOR NONPAYMENT OF ASSESSMENTS. 15 - (ii) - 12194 TABLE OF CONTENTS TO CONDOMINIUM DECLARATION FOR RAMS -HORN LODGE CONDOMINIUMS Continued Section 10. INITIAL CAPITAL CONTRIBUTION. Section 11. LIABILITY FOR COMMON EXPENSES UPON TRANSFER OF CONDOMINIUM UNIT. ARTICLE IX Insurance Section 1. BLANKET POLICY. Section 2. INSURANCE FOR THE ASSOCIATION. Section 3. INSURANCE PROCEEDS SUBORDINATE TO MORTGAGE. Section 4. ASSOCIATION NOT LIABLE FOR DAMAGE. ARTICLE X Damage and Destruction, Obsolescence, Condemnation Section 1. APPOINTMENT OF ATTORNEY -IN -FACT. Section 2. DAMAGE AND DESTRUCTION. Section 3. OBSOLESCENCE. Section 4. CONDEMNATION. ARTICLE XI Mortgagee's Rights Section 1. NOTICES. Section 2. MORTGAGEE REQUESTS. Section 3. NO IMPAIRMENT OF LIEN. Section 4. CONSENT OF MORTGAGEES REQUIRED. ARTICLE XII Revocation or Amendment to Declaration Section 1. AMENDMENTS AND REVOCATION. Section 2. SPECIAL AMENDMENTS. Page 16 16 17 17 18 18 19 19 19 20 21 22 22 22 23 23 23 23 24 - (iii) - I 12194 TABLE OF CONTENTS TO CONDOMINIUM DECLARATION FOR RAMS -HORN LODGE CONDOMINIUMS Continued ARTICLE XIII Personal Property for Common Use. ARTICLE XIV General Section 1. NOTICES. Section 2. ARBITRATION REQUIRED FOR ANY CLAIM HEREUNDER. Section 3. PERIOD OF CONDOMINIUM OWNERSHIP. Section 4. ACCEPTANCE OF PROVISIONS OF ALL DOCUMENTS. Section 5. RECORDED EASEMENTS AND LICENSES. Section 6. INTERPRETATION. Section 7. OTHER LIENS. Section 8. MAJOR RECREATIONAL FACILITIES. Section 9. SPECIAL RESERVATION FOR DECLARANT. EXHIBIT A. CONDOMINIUM PROPERTY DESCRIPTION. EXHIBIT B. INTERESTS IN COMMON ELEMENTS. EXHIBIT C. RECORDED EASEMENTS AND LICENSES. Page 24 24 24 25 25 25 25 25 26 26 26 - (iv) - 12194 CONDOMINIUM DECLARATION FOR RAMS -HORN LODGE CONDOMINIUMS This Declaration is made on the date hereinafter set forth by RAMSHORN PARTNERSHIP, LTD., a Colorado limited partnership. WITNESSETH: WHEREAS, Ramshorn Partnership, Ltd. ( "Declarant ") is the owner of the real property described in Exhibit A attached hereto and incorporated herein by this reference ( "Property "); and WHEREAS, Declarant desires to establish a condominium project under the Condominium Ownership Act of the State of Colorado and to subject the Property to the covenants, easements and restrictions herein contained; and WHEREAS, Declarant will convey interests in the Property subject to the covenants, conditions, restrictions and easements set forth herein. NOW, THEREFORE, Declarant does hereby publish and declare that the following terms, covenants, conditions, easements, restrictions, uses, limitations and obligations which shall be deemed to run with the land, shall be a burden and a benefit to Declarant, its successors and assigns and any person acquiring or owning an interest in the real property and improvements subject to this Declaration, his grantees, successors, heirs, executors, administrators, devisees and assigns. ARTICLE I Definitions Section 1. Assessment Ratio in respect of any Con- dominium Unit means the percentage interest in the Common Elements set forth in Exhibit B attached hereto and incorporated herein by this reference. Section 2. "Association of Unit Owners" or " Associa - tion means RAMS -HORN LODGE CONDOMINIUM ASSOCIATION, a Colorado nonprofit corporation, the Articles of Incorporation and By -Laws of which shall govern the administration of this condominium project. Section 3. " Board " means the Board of Directors of the Association. Section 4. " Building means the individual building in which the Units are located as shown on the Condominium Map. Section 5. " Common Elements means the General and Limited Common Elements. Section 6. " Common Expense means and includes expenses of administration and management, maintenance, repair or replacement of the Common Elements, and those uses of ,e 12194 assessments provided for in Section 3 of Article VIII of this Declaration. Section 7. " Condominium Map means and includes the survey of the land locating thereon all of the improvements, the floor and elevation plans depicting the Building and the Condominium Units and any amendments or supplements thereto. Section 8. " Condominium Unit means a Unit together with the interest in the General Common Elements appurtenant thereto. Section 9. " First Mortgage means a first deed of trust or first mortgage encumbering a Condominium Unit. Section 10. " First Mortgagee means the holder of a First Mortgage. Section 11. " General Common Elements means and includes the Property and all improvements constructed thereon, except the Units; Section 12. " Limited Common Elements shall mean and refer to any portion of the General Common Elements designated in the Declaration or the Map as reserved for exclusive use by the owner or owners of a particular Condominium Unit or Units, including but not limited to Garages. Section 13. " Owner " means a person, firm, corporation, partnership, association or other legal entity, or any combination thereof, owning one-or more Condominium Units. Section 14. " Project " means all of the Property and improvements now or hereafter constructed thereon. Section 15. " Property " shall mean and refer to the real property located in the County of Eagle, Colorado described in Exhibit A attached hereto and incorporated herein by this reference. Section 16. " Rules " shall mean and refer to the rules and regulations adopted by the Board from time to time. Section 17. " Unit " means an individual air space unit (as that term is defined in the Colorado Condominium Ownership Act) which is contained within the unfinished perimeter walls, floors, and ceilings of a Unit as shown on the Condominium Map; and shall include the drywall wall paneling, wood, tile, paint, carpeting and any other wall, ceiling or floor covering, windows, window frames, doors and door frames. A Unit shall include any heating elements, utility lines, pipes and similar utility fixtures located within the unfinished perimeter wails, floors and ceiling, but shall not include any structural components of the Building or utility or service lines serving more than one Unit. ARTICLE II Description of Condominium Ownership Section 1. CONDOMINIUM MAP A Condominium Map shall be filed for record prior to the conveyance of the first Condo- minium Unit. The Condominium Map shall consist of and set - 2 - 12194 forth: (1) the legal description of the surface of the Property; (2) the linear measurements and location of the Building, with reference to the exterior boundaries of the Property; (3) floor plans and elevation plans of the interior of the Building, including the Units, showing the location, designation and the linear dimensions of the Building and Unit, the structural and supporting walls, the common walls between Units, the location of any structural or supporting components within Units and the designation of the Limited Common Elements. In interpreting the Condominium Map, the existing boundaries of each Unit as constructed shall be conclusively presumed to be its boundaries. Declarant reserves the right to amend the Condominium Map, from time to time, to conform the same to the actual physical loca- tion of the constructed improvements and to any changes, modif- ications or alterations. The Project shall be developed in a manner which is consistent with the Condominium Map and other approved development plans, as such maps and plans may be changed, amended, modified, or revised from time to time. Section 2. DIVISION OF' PROPERTY INTO CONDOMINIUM UN The real property and improvements constructed thereon are hereby divided into seventeen (17) fee simple estates, each such estate consisting of one Unit together with the appurtenant undivided percentage interest in the Common Elements specified on the attached Exhibit B, which by this reference is made a part hereof. Ownership of the Common Elements shall be divided among the Owners of the Units as set forth in Exhibit B and the Common Elements shall be held in common by the Owners thereof. Each Condominium Unit shall be identified on the Map by the number shown on Exhibit B. The Property shall not be divided into more than seventeen (17) such fee simple estates. Section 3. INSEPARABILITY OF A CONDOMINIUM UNIT - COMBINATION OF CONDOMINIUM UNITS. Each Unit and the undivided interest in the Common Elements appurtenant thereto shall be in- separable and may be conveyed, leased, encumbered, devised or inherited only as a Condominium Unit. Declarant hereby reserves the right to combine physically and /or for purposes of sale certain Condominium Units and to construct such improvements and alter as much of the Common Elements as are necessary for this purpose. The right of Declarant to combine Condominium Units may be assigned to the Owners of Condominium Units. An Owner may combine Condominium Units and may separate Units which were previously combined. Such combined Condominium Units may be sold, conveyed, transferred, encumbered or leased together or separately. All Condominium Units shall be designated by the appropriate legal description as provided for in Section 4 of this Article II, whether or not such Unit is sold separately or in combination with one or more other Condominium Units. Section 4. DESCRIPTION OF A CONDOMINIUM UNIT Every contract for the sale of a Condominium Unit and every other in- strument affecting the title to a Condominium Unit may describe that Condominium Unit by the number shown on the Condominium Map with appropriate reference to the Condominium Map and this Declaration, as each appears on the records of the County Clerk and Recorder of Eagle County, Colorado, in the following fashion: Condominium Unit , RAMS -HORN LODGE CONDOMINIUMS, according to the Condominium Map appearing in the records of the Clerk and Recorder of the County of Eagle, Colorado at Reception No. . as defined and described in the �m 1219^ Condominium Declaration CONDOMINIUMS, appearing Page for RAMS -HORN LODGE in such records at Book Such description will be construed to describe the Unit, together with the appurtenant undivided interest in the Common Elements, and to incorporate all the rights incident to ownership of a Condominium Unit and all limitation on such ownership as described in this Declaration. Section 5. SEPARATE ASSESSMENT AND TAXATION NOTICE TO ASSESSOR Declarant shall give written notice to the Assessor of Eagle County, Colorado, of the condominium ownership of this Property, as is provided by law, so that each Unit and its percentage of undivided interest in the Common Elements shall be deemed a separate parcel and subject to separate assessment and taxation. Section 6. TITLE A Condominium Unit may be held and owned by more than one person, firm, corporation, partnership, association or other legal entity, in any real property tenancy relationship recognized under the laws of the State of Colorado. Section 7. NONPARTITIONABILITY OF COMMON ELEMENTS The Common Elements shall be owned in common by all of the Own- ers of the Condominium Units and shall remain undivided, and no Owner shall bring any action for partition or division of the Common Elements. No Condominium Unit may be partitioned or subdivided. Condominium Units which have been combined physi- cally or for purposes of sale may be repartitioned or resubdivided into separate Condominium Units, provided that any Condominium Unit created by this Declaration is not thereby partitioned or subdivided. Section 8. TERMINATION OF MECHANIC'S LIEN RIGHTS AND INDEMNIFICATION. No labor performed or materials furnished and incorporated in a Unit with the consent or at the request of the Owner thereof or his agent or his contractor or subcontractor shall be the basis for filing a lien against the Unit of any other Owner not expressly consenting to or requesting the same, or against the Common Elements owned by such other Owners. Each Owner shall indemnify and hold harmless each of the other Owners and the Association from and against all liability arising from the claim of any lien against the Common Elements for construction performed or for labor, materials, services or other products incorporated in or otherwise attributable to the Owner's Condominium Unit. Section 9. COVENANTS RUNNING WITH THE LAND All provisions hereof shall be deemed to be covenants running with the land, or as equitable servitudes, as the case may be. The benefits, burdens, and other provisions contained in this Declaration shall be binding upon, and inure to the benefit of, the Declarant, the Association, and all Owners, and upon and to their respective heirs, executors, administrators, personal representatives, successors, and assigns. Any right or any interest reserved or contained in this Declaration to or for the benefit of the Declarant may be transferred or assigned by the Declarant, either separately or with one or more of such rights or interests, to any person, corporation, partnership, association or other entity. 12194 ARTICLE III Owners' Property Rights Section 1. USE OF LIMITED COMMON ELEMENTS Subject to the provisions of this Declaration, each Owner shall have the right to use and enjoy the Limited Common Elements appurtenant to his Unit. Such Limited Common Elements are as follows: any deck that may adjoin a Unit shall be used exclusively by the Owners of the respective Unit; Storage spaces, if any, as may be designated on the Condominium Map shall be used exclusively by the Owners of the Condominium Units to which the same are appurtenant as shown on the Condominium Map. Any other Limited Common Elements shown on the Condominium Map shall be appurtenant to the Units so designated on the Condominium Map. No reference to such Limited Common Elements need be made in any deed, deed of trust, instrument of conveyance or other instru- ment concerning a Condominium Unit; and any such deed, deed of trust, instrument of conveyance, or other instrument concerning a Condominium Unit shall be deemed to convey the right to the exclusive use of such Limited Common Elements without reference thereto. Section 2. USE OF GENERAL COMMON ELEMENTS Each Owner shall be entitled to exclusive ownership and possession of his Unit. Subject to the Rules, each Owner, his family, guests and invitees, may use the Common Elements in common with the other Condominium Unit Owners in accordance with the purpose for which they were intended. ARTICLE IV Easements Section I. ENCROACHMENTS If any portion of the Common Elements now or hereafter encroaches upon any Unit, a valid easement for the encroachment and for the maintenance of same, so long as it stands, shall and does exist. If any portion of the Unit now or hereafter encroaches upon the Common Elements or upon an adjoining Unit or Units, a valid easement for the encroachment and for maintenance of same, so long as it stands, shall and does exist. For title and other purposes, such encroachments and easements shall not be considered or deter- mined to be encumbrances on either the Common Elements or Units. Section 2. USE AND ENJOYMENT OF COMMON ELEMENTS Subject to the provisions of section 5 of Article IV, every Owner of a Condominium Unit shall have a right and easement of use and enjoyment in and to the General Common Elements. Such right and easement of enjoyment shall include the right to the nonexclusive use of the General Common Elements, by the Owners, their families, guests and invitees, subject to the Rules prom- ulgated by the Association. Section 3. BLANKET EASEMENTS There is hereby creat- ed a blanket easement upon, across, over and under all of the General Common Elements for ingress and egress, and for instal- lation, replacement, repair and maintenance of all utilities, including but not limited to water, sewer, gas, telephone, cabletelevision and electricity. Declarant, and following termination of Class B Membership the Board, may execute and deliver any and all documents which they deem reasonably required to evidence the foregoing easements. An easement is - 5 - 12194 further granted to all police, fire protection and ambulance personnel, and all similar persons to enter upon the Common Elements and Units in the performance of their lawful duties. An easement is further granted to the Association and reserved to Declarant to enter in, onto, above, across or under the Common Elements and any Unit to perform maintenance and repair to any Unit or the Common Elements. Section 4. EASEMENTS FOR EMERGENCY INGRESS AND EGRESS TO UNITS The Association through its duly authorized agents shall have the right in case of any emergency originating in or threatening a Unit to enter any Unit immediately without request for the purpose of locating and repairing any such peril. The Association also may enter into a Unit for the purpose of performing installation, alteration, or repair to the mechanical, electrical or utility services, which, if not performed, would impair the use of other Units, provided that the Association provides a written notice of the time and date of such entry to the occupant of the Unit at the time of the entry at least three hours prior to the time such entry occurs. Duplicate keys to the doors of each Unit shall be kept by the Association. Section 5. EASEMENTS SUBJECT TO RULES The right and easement of enjoyment created hereby shall be subject to the right of the Association to publish reasonable rules and regu- lations governing the use of the Common Elements. ARTICLE V The Association Section 1. DUTIES OF ASSOCIATION The administration and management of the General Common Elements shall be vested exclusively in RAMSHORN LODGE CONDOMINIUM ASSOCIATION, a Colorado nonprofit corporation, hereinafter referred to as the "Association." An Owner of a Condominium Unit, upon becoming an Owner, shall be a member of the Association and shall remain a member for the period of his ownership. Any purchaser of a Condominium Unit shall be deemed to have assented, ratified, and approved such designation. The Association shall have the following duties, rights and powers: (a) To collect monthly or periodic assessments from Owners; to collect delinquent assessments by suit or other- wise; and to collect such other assessments as are authorized herein. (b) From funds collected, to provide for mainten- ance, construction, management, insurance, care of Association property and Common Elements, and such other expenses as are enumerated in this Declaration. (c) To lease, acquire and sell real or personal property in pursuance of its obligations including any portion of the Common Elements. (d) To enter into and upon the Units when neces- sary in connection with the duties of the Association set forth in this Declaration. (e) To enjoin or seek damages from or assess fines against the Owners for violation of the Declaration, the Articles of Incorporation of the Association, the By -Laws of the Association, and the Rules promulgated by the Association. 12194 (f) To employ workmen and others; to contract for services to be performed, including those of a manager; to pur- chase supplies and equipment; to enter into contracts; and gen- erally to have the powers of an apartment house or property man- ager in connection with the matters herein set forth, except that the Association may not encumber or dispose of the fee title of any Owner except to satisfy a lien, award or judgment against such Owner for violation of the covenants imposed by this Declaration. The Association shall not enter into any con- tract or management agreement for the furnishing of services (other than utility or laundry services), material or supplies, the term of which is in excess of one year; and further provided that any contract or management agreement entered into (exclud- ing those for utilities) by the Association shall be terminable by the Association for cause upon thirty (30) days written notice and terminable without cause upon ninety (90) days written notice without the payment of a penalty or fee. (g) To protect and defend the Common Elements from loss and damage by suit or otherwise. (h) To employ counsel, attorneys and auditors in connection with legal matters of the Association and in connec- tion with any audit of its books and records, which audit shall be available to Owners and holders of deeds of trust for inspec- tion at the Association office, as hereinafter provided. (i) To deposit funds in the hands of the Board which are not necessary for immediate disbursements in insured savings accounts of National or State Banks or Savings and Loan institutions earning the standard rate of interest. (j) To file legal protests, formal or informal, with authorities against the granting by authorities of zoning ordinances or variances concerning any property within a reason- able proximity of the Properties which might affect the value of any Owner's interest in the Common Elements. (k) To adopt Rules in accordance with the By -Laws for the regulation and operation of the Units and the Common Elements. (1) To charge fees for the use of any facilities situated upon the General Common Elements. (m) To borrow money and as security therefor mortgage, pledge or grant security interests in the property of the Association. (n) To enter into agreements with third- parties, including the acquisition of an ownership interest in such third - party, for the purpose of providing parking or other facilities for Owners and to pay all sums that may be required in connection with such parking agreements. (o) With the approval of the Board only, to provide rental management services to Owners, either directly or through contracts with rental management companies, provided that no Owner shall be required to enter into rental or management agreements with or through the Association except by a specific agreement between an Owner and the Association or such rental management company. - 7 - 12194 (p) In the event that a First Mortgagee has required the Association to obtain the services of an outside professional management organization for the purpose of managing the Common Elements and otherwise carrying out the duties of the Association, the Association may not terminate the agreement with said professional management company for the purpose of having the Association manage the Common Elements or otherwise carry out the duties previously conducted by the outside professional management organization without the prior consent of at least sixty -seven percent (67 %) of the Owners and at least fifty -one percent (51 %) of the First Mortgagees. (q) The Association shall provide customary lodge facilities and services, including, but not limited to, a front desk, mail service, check -in /check -out services for Owners and other occupants of Units, and, with the specific consent of the Board, a marketing program. The Association may adopt rules and regulations governing the type and quality of furnishings provided by Owners in Units which are made available for rental to the general public. (r) The Association may, at the request and expense of an Owner, perform maintenance, repair and other work on such Owner's Unit. Expenses incurred in connection with such work shall be billed directly to such Owner, shall be in addition to assessments on such Unit, and shall constitute a lien on such Unit in the same manner as assessments. Section 2. MEMBERSHIP IN ASSOCIATION The following shall be entitled to membership in the Association: (a) All Owners shall automatically become Members of the Association, and shall be entitled to one membership for each Condominium Unit owned, except Condominium Unit 7 which shall have two memberships. Upon the sale or transfer of a Condominium Unit by an Owner, that person's membership shall terminate and shall be automatically transferred to the purchaser or transferee. (b) Declarant or its successors or assigns; pro- vided however, such membership shall terminate upon .termination of the Class B Membership except with respegt to any Condominium Unit then owned by Declarant. Section 3. VOTING RIGHTS IN ASSOCIATION Members: (a) There shall be the following two classes of Class A Members shall be all the Owners and shall be entitled to one vote for each Condominium Unit owned, except Condominium Unit 7 which shall have two votes. Where Condominium Units are owned by more than one Owner, such Owners by a written instrument shall designate one of such Owners to be the voting Member. In the absence of such designation, the Board may designate one of the Owners as the voting Member. When the same person owns more than one Condominium Unit, the Owner shall entitled to one vote on Association matters for each Condominium Unit owned, except Condominium Unit 7 which shall have two votes. (b) Declarant shall shall be entitled to three votes to or other designated representative Unit owned by it. Declarant shall be the Class B Member and be exercised by an officer thereof, for each Condominium not be a Class A Member so 12194 long as it is a Class B Member, but upon termination of Class B membership it shall be a Class A Member for each Condominium Unit owned by it. Class B Membership shall terminate upon the earlier of (a) three (3) years from the date this Declaration is first recorded, or (b) 120 days following the closing of the sale of seventy -five percent (75 %) of the Condominium Units in the Project; provided, however, Declarant may elect to terminate the Class B membership at any earlier tme. (c) Notice of any meeting of the Members of the Association shall be given not less than seven (7) days prior to such meeting, unless unanimous consent of all Members is obtained, in which event such notice need not be given. The Association may provide for a longer period of time in which such notice may be given. Prior notice of meetings of the Board of Directors of the Association shall be given to Owners in accordance with provisions adopted by the Board. ARTICLE VI Maintenance Section 1. OWNERS' RESPONSIBILITY OF MAINTENANCE Each Owner shall be responsible for maintenance, repair, altera- tion and remodeling of the windows, doors, interior nonsupport - ing walls, the materials (such as, but not limited to, plaster, gypsum dry walls, paneling, wallpaper, brick, stone, paint, wail and floor tile and flooring, but not including the subflooring) making up the finished surfaces of his Unit. All fixtures and equipment installed within the Unit commencing at a point where the utility lines, pipes, wires, conduits or systems enter the Unit shall be maintained and kept in repair by the Owner there- of. In addition, each Owner shall be responsible for mainten- ance and repair of any Limited Common Elements appurtenant to such Owner's Condominium Unit. If a Limited Common Element is appurtenant to more than one Condominium Unit, then the Owners of such Condominium Units shall jointly and severally be repon- sible for the repair and maintenance thereof. Any finishing materials removed shall be replaced with similar or other types or kinds of finishing materials of equal or better quality. An Owner shall do no act nor any work that will impair the structural soundness or integrity of any Building or impair any easement or hereditament. Limited Common Elements shall be kept clean and orderly by the Owner or Owners having the right to use such Limited Common Elements. Section 2. ASSOCIATION DUTY OF MAINTENANCE All maintenance, repairs or replacements to the General Common Elements, whether located within or without the Units, shall be made by the Association. The cost thereof shall be charged to all Owners as a Common Expense unless such maintenance, repairs and replacements are necessitated by the negligence, misuse or neglect of an Owner, his guests, tenants, invitees or licensees, in which case such expenses shall be charged to such Owner as an Extraordinary Assessment. ARTICLE VII Use and Other Restrictions Section 1. COMPLIANCE WITH PROVISIONS OF DECLARATION AND BY -LAWS Each Owner and his guests, families, tenants and invitees shall comply strictly with the provisions of this Declaration, the Articles of Incorporation, By -Laws and Rules of 12194 the Association, and the decisions and resolutions of the Association adopted pursuant thereto as the same may be lawfully amended from time to time. Failure to so comply shall be grounds for an action to recover sums due for damages or injunctive relief or both, maintainable by the managing agent or Board of Directors in the name of the Association on behalf of the Owners or, in a proper case, by an aggrieved Owner. Section 2. USE AND OCCUPANCY (a) All Units shall be used and occupied princi- pally for temporary or permanent residential purposes by the Owner, by the Owner's family or the Owner's guests and tenants; provided, however, Declarant, his employees, representatives, agents and contractors may maintain business and sales offices, construction facilities, model Units and such other facilities on the Property and shall have an easement and right of access to the Common Elements for such purpose. (b) All use and occupancy of the Common Elements shall be governed by the Rules of the Association. (c) Nothing shall be done within the Common Elements or Units which could be in violation of any statute, rule, ordinance, regulation, permit or validly imposed requirement of any governmental body. (d) No noxious or offensive activity shall be carried on upon the General Common Elements or in the Units. (e) No animals of any kind, except household pets, shall be raised or kept on any of the Common Elements or in the Units. The Association may limit the number of household pets which may be kept in a Unit. Dogs shall be leashed at all times when on the Common Elements, and each pet's owner shall confine his pet for excretion to such areas as are designated for such purpose. Pets constituting a nuisance may be required to be confined to or removed from the Unit by the Board. (f) Unsightly objects and materials shall not be placed upon the Common Elements. No part of the Common Elements may be used as a dumping ground for garbage, trash or other waste, and the same shall be disposed of in a sanitary manner. All equipment for the storage or disposal of garbage, trash or waste shall be kept in a clean and sanitary condition. Garbage, trash or waste shall be disposed of in such a manner as may be established by the Association, and the burning of garbage, trash or waste in outside incinerators, barbecue pits or the like is prohibited. The Association shall have the right to enter upon any Limited Common Elements and remove such refuse piles or other unsightly objects and materials at the expense of the Owner, following due notice to such Owner and the failure of the Owner to comply with this section. Such entry shall not be deemed a trespass. (g) The removal of trees, shrubs, furnishings and other improvements from the Common Elements shall be prohibited without the express written approval of the Board. No person shall permit water to be introduced or placed into or on the soil anywhere within the Common Elements without the express written approval of the Board. No landscaping, fencing or screening of a sundeck or porch or alterations to the Common Fiements shall be performed or constructed without written approval from the Board. - 10 - 12194 (h) No signs, billboards or advertising devices of any nature except as may be authorized by the Board and as are permitted by law or local ordinance shall be erected or maintained on any part of the Common Elements; provided, however, the foregoing shall not apply to the business activities, advertising, or to the construction and maintenance of structures, if any, of Declarant while any Condominium Units remain unsold. The Association may erect signs or notices ident idfiing the Property, parking spaces and setting forth Rules. (i) Except for vehicles used in the construction of improvements by Declarant, no vehicle of any type may be parked on the Common Elements except in parking spaces. No com- mercial type of vehicle, no trucks and no recreational vehicles shall be stored or parked on the General Common Elements except in areas designated by the Association. A Recreational Vehicle shall include for purposes of this Declaration, motor homes, motor coaches, buses, pickup trucks with camper tops or similar accessories, camping trailers or trailers of any type. Aban- doned vehicles of any kind, shall not be stored or parked on any portion of the General Common Elements, except in areas so designated by the Association. "Abandoned Vehicle" shall mean any vehicle which has not been driven under its own propulsion for a period of two (2) weeks or longer. Parking spaces shall be used only for parking automobiles and motorcycles and not for any other storage purposes. Motorcycles shall not be stored on patios or balconies. (j) All leases of Units shall be subject to the requirements of this Declaration and rules and regulations adopted by the Association. The Association shall adopt rules and regulations governing the Units.to ensure that rental of Units complies with applicable requirements set forth in Section 17.26.075 of the ordinances of the Town of Vail regarding the rental of Condominium Units created pursuant to a conversion to condominium ownership of a living unit not originally subjected to condominium ownership as such ordinance may be amended from time to time. Such rules and regulations may be changed in accordance with changes in or repeal of the ordinances requiring such provisions, as described in Section 3 below. (k) The General Common Elements shall be maintained and operated in a manner consistent with the use of the Building as a lodge for the general tourist market, as well as for the a of the Owners. Section 3. SPECIAL USE RESTRICTIONS (a) An Owner may use his Condominium Unit for no longer than fourteen days between each December 15 and April 15 and fourteen days between each June 15 and September 15. For the purpose of this paragraph an Owner shall be considered to "use" his Condominium Unit if it is occupied by the Owner or by a guest of the Owner who does not pay a fee for such occupancy, or if the Condominium Unit is not available for rental for any reason other than necessary repairs which cannot be delayed or which make the Condominium Unit reasonably unrentable; provided, however, occupancy by an employee of the Association shall not be use by the Owner. (b) Excep the period of time within which Owner may use his Condominium Uni as set forth in paragraph (a), the Condominium Units shall be available for rental to the general tourist market between each December 15 and April 15 and - 11 - 12194 between each June 15 and September 15. This requirement may be met by including the Units, at comparable rates, in a local, regional, or other reservation system for the rental of lodge or condominium units in the Town of Vail. (c) If an Owner uses his Condominium Unit in excess of the permitted times set forth in paragraph (a) the Association may levy an Extraordinary Assessment against the Owner and the Owner's Condominium Unit in an amount equal to three (3) times the reasonable daily market rental rate for the Condominium Unit for each day of such excess use, and in the event the Association fails to levy such assessment, the assessment may be levied and collected by the Town of Vail which shall be entitled to the same lien rights as the Association to secure such assessment. Any sums collected by the Town of Vail as a result of the enforcement of the provisions of this paragraph shall be deposited into the general funds of the Town of Vail. (d) In the event that court proceedings are instituted to collect the assessment herein provided or to enforce the lien granted as security therefor, the prevailing party shall be entitled to its court costs and reasonable attorneys' fees actually incurred. (e) Upon request of the Town of Vail the Association shall provide the Town of Vail with records in its possession concerning the use of each Condominium Unit by the Owner thereof, as the term "use by Owner" is defined in paragraph (a). (f) The limitations -in this Section 3 shall terminate and be of no further force and effect at such time as the ordinances of the Town of Vail which require the inclusion of such limitations in this Declaration have been repealed, finally determined to be invalid by a court of competent jurisdiction or amended in such a manner as to permit removal or modification of such limitations. Declarant reserves to itself and grants to the Association the right to modify the limitations in this Section 3 when permitted to do so under the circumstances described in the preceeding sentence, and hereby agrees to so modify the limitations in this Section 3 to less restrictive limitations when permitted to do so by the Town of Vail. (g) The provisions of this Section 3 shall not apply to Condominium Units C -7, C -15 and C -17, or to any other Condominium Units which may be exempted from such requirements by the Town of Vail. ARTICLE VIII Assessments Section 1. COVENANT TO PAY ASSESSMENTS Each Owner, by acceptance of a deed, agrees to pay the Association assess- ments or charges established and collected from time to time as herein provided. Such assessments, together with interest, the cost of collection, and attorney's fees shall be charged to the Condominium Units and shall be a continuing lien upon the property against which each assessment is made in the event of delinquency in payment. Such assessment, together with interest, costs, and reasonable attorney's fees also shall be the personal obligation of the person who was the Owner, or the - 12 - 12194 persons jointly and severally who were the Owners at the time when the assessment was made, provided that, such personal obligation of the Owner or Owners shall not pass to successors in title unless assumed by them and the lien on the property for such assessment shall continue, whether or not a successor in title assumes such personal obligation. Assessments against each Condominium Unit shall commence as of the date of the transfer of title to such Condominium Unit by Declarant to a purchaser thereof but in no event later than sixty days following the first such transfer. Section 2. DECLARANT'S OBLIGATION FOR ASSESSMENTS The Declarant may, but shall not be obligated to pay assessments, or to make payment into the reserve fund or working capital fund, on any unsold units at the end of the sixty day period described in Section 1. above. In the event that Declarant elects not to pay assessments on unsold units, Declarant shall be responsible for any deficit in the Association budget for the period of time in which the Declarant does not pay assessment for unsold units and only up to the amount of assessments that would otherwise have been paid for unsold units. Declarant also may satisfy its obligation to pay assessments on unsold units, in part or in full, through payments for insurance, utilities and other payments which would otherwise be the financial obligation of the Association, and through partial payments of assessments as Declarant, in its sole discretion, may determine. Notwithstanding the foregoing provisions, the Declarant shall pay assessments on any unsold Units that are rented or occupied for any period of time during a fiscal year of the Association. Section 3. USE OF ASSESSMENTS The assessments levied by the Association shall be used exclusively for the acquisition, construction, management, maintenance and care of the Common Elements, and for the performance of all other duties and obligations incurred by the Association pursuant to this Declaration, including but not limited to: the provision of services, furnishings and facilities related to the use and enjoyment of the Common Elements; the provision of gas, electricity, water and sewage disposal, cabletelevision and other utility service to the Units; the maintenance, repair and replacement of utilities, paving, lighting, walkways, and other facilities; provisions for snow removal, grounds upkeep, sprinkler systems, landscaping, garbage pickup, water and sewer service, administration expenses, working capital, rental and acquisition of real or personal property; the operation of a front desk and similar facilities on the property for providing rental services, reservations and other services for the Owners and other persons occupying the Units, including the acquisition, maintenance, repair and replacement of equipment, other personal property and supplies utilized in connection therewith; maid service for the Units; firewood for use in the Units or any fireplaces located on the Common Elements; sums paid by the Association for the purpose of providing parking for Owners in facilities not located on the Property; and such expenses as the Association, in its opinion, shall determine to be necessary and desirable including the establishment and maintenance of a cash reserve and a sinking fund for all of the foregoing purposes, including but not limited to an adequate reserve fund for the acquisition, construction, maintenance, replacement and repair of those elements of the Common Elements which must be replaced on a periodic basis, to be charged against the Owners as part of their Annual Assessment. - 13 - 12194 Section 4. RESERVE AND WORKING CAPITAL FUNDS The Association shall establish and maintain a reserve fund out of Annual Assessments for the purpose of providing for the periodic maintenance, repair and replacement of Common Elements in an amount which the Association deems adequate. The Association also shall establish and maintain a working capital fund equal to at least three (3) months' estimated Annual Assessment for each Unit, which sums shall be collected and used as provided in Section 10 of Article VIII of this Declaration. Section 5. ANNUAL ASSESSMENTS Annual Assess- ments may be made for the purposes of providing funds for the normal operations of the Association, including but not limited to, maintenance, repair or replacement of the Common Elements (which expenditures shall not require the prior approval of the Owners), salaries, costs of operating the Association, insurance premiums, management fees, rental management fees, housekeeping services, office costs, reasonable reserves, amounts necessary to pay deficits or debts incurred by the Association, water and sewer rents and fees, gas and electricity furnished to the Building, real estate taxes and other special assessments on the Common Elements, and funds for any other purpose or purposes of the Association provided for herein. The total amount of money required to be raised by Annual Assessments for each fiscal year shall be the amount, as determined by the Board, necessary to satisfy the costs and expenses of fulfilling such functions and obligations of the Association in such fiscal year, including the payment of deficits from prior fiscal years, providing reasonable reserves, and providing a reasonable carryover reserve for the following fiscal year. Any surplus remaining in the accounts of the Association at the end of each fiscal year shall remain in such accounts and shall not be distributed to the Owners. To determine the amount required to be raised by Annual Assessments for any fiscal year the Board shall, prior to commencement of such fiscal year, prepare an annual budget showing, in reasonable detail, the various matters proposed to be covered by the budget, the estimated costs and expenses which will be payable, the estimated income and other funds which will be available in that fiscal year, and the estimated total amount of money required to be raised by Annual Assessments to cover such costs and expenses and to provide a reasonable reserve. The Board of Directors shall furnish a copy of such proposed budget to any Owner and, upon request, to any First Mortgagee. Based on such budget, the Board of Director$ shall determine the amount of the Annual Assessments for each Condominium Unit for such fiscal period as provided in Section 7 of this Article VIII. In the event that the Board shall determine, at any time or from time to time, that the amount of the Annual Assessment is not adequate to pay for the costs and expenses of fulfilling the Association's obligations hereunder, the Board may increase the amount of the Annual Assessment from time to time for the purpose of providing the additional funds required. To determine the amount required to be raised by each increase in the Annual Assessment, the Board shall revise the annual budget for such fiscal year or prepare a new budget, a copy of which shall be furnished to any Owner or on request, to any First Mortgagee. Based on such revised or new budget, the Board may increase the Annual Assessment for such fiscal year from time to time. - 14 - 12194 Section 6. EXTRAORDINARY ASSESSMENTS In the event the Association shall maintain or repair any portion of the Common Elements resulting from the neglect of an Owner, the Association may make an Extraordinary Assessment against such Owner's Unit, to recover the actual amounts expended by the Association in making, or causing to be made, such repair plus an amount, to be determined by the Board, not to exceed twenty - five (25 %) percent of the total amount thereof to cover overhead and administrative costs of the Association. The Association may also make an Extraordinary Assessment against an Owner and his Unit to recover any amounts paid by the Association for which an Extraordinary Assessment may be levied as provided in this Declaration or in the By -Laws, including but not limited tc an Extraordinary Assessment levied pursuant to paragraph (c) of Section 3 of Article VII of this Declaration. Section 7. BASIS FOR ASSESSMENTS All Annual Assessments shall be allocated to each Condominium Unit according to its respective Assessment Ratio. Section 8. ASSESSMENTS P AYABLE QUA RTERLY. The Annual Assessment for each Unit shall be payable in four 4) equal quarterly installments due on the first day of each quarter, commencing on January 1 of each year, unless the Board shall adopt some other payment schedule. Extraordinary Assessments shall be due upon demand by the Association thereof. All installments of Annual Assessments and all Extraordinary Assessments shall be paid without any setoff or diminution of any kind. Section 9. LIEN FOR NONPAYMENT OF ASSESSMENTS All sums assessed against a Condominium: Unit, but unpaid, including interest thereon at eighteen percent (18%) per annum, shall constitute a lien on such Condominium Unit superior to all other liens and encumbrances except: (a) Tax and special assessment liens in favor of any assessing authority; and (b) All sums unpaid on a First Mortgage of record, including all unpaid sums as may be provided for by such encumbrance, and including additional advances made thereon prior to the arising of such lien. To evidence such lien, the Board of Directors or managing agent may prepare a written notice setting forth the amount of such unpaid indebtedness, the name of the Owner of the Condominium Unit and a description of the Condominium Unit. Such notice shall be signed by one of the Board of Directors or by the managing agent and shall be recorded in the Office of the Clerk and Recorder of Eagle County, State of Colorado. Such lien shall encumber all rents and profits issuing from the Condominium :!nit. In any such foreclosure, the Owner shall be obligated to pay the costs and expenses of such proceedings, the costs and expenses for filing the notice or claim of lien and the reasonable attorneys' fees which shall be recoverable out of the foreclosure proceeds. The Owner shall also be required to pay the Association a reasonable rental for the Condominium Unit during the period of foreclosure, and the Association shall be entitled to a receiver to collect the same. The Association shall have the power to bid on the Condominium Unit at the foreclosure sale and to acquire and hold, lease, mortgage and convey the same. - 15 - 12194 The amount of the Common Expenses assessed against each Condominium Unit shall also be a debt of the Owner thereof at the time the assessment is made and such debt shall not be affected or discharged in the event of a sale or transfer of such Owner's Condominium Unit pursuant to a foreclosure of a first mortgage encumbering such Unit. Suit to recover a money judgment for unpaid Common Expenses shall be maintainable without foreclosing or waiving the lien securing same. Any encumbrancer holding a lien on a Condominium Unit may pay any unpaid Common Expenses payable with respect to such Unit, and upon such payment such encumbrances shall have a lien on such Unit for the amounts paid of the same rank as the lien of his encumbrance. Section 1.0. INITIAL CAPITAL CONTRIBUTION The Association shall levy and collect from each Owner at the closing when the Owner acquires a Condominium Unit, a sum equal to three months' estimated annual Assessment apportioned to the Condominium Unit. Said sum shall, be deposited by the Association in the working capital fund for use as working capital, for initial expenses of the Association, for application against a delinquent account of an Owner, or for emergency needs, and shall be refunded to the Owner (except as hereinafter provided) upon the sale or transfer of the Condominium Unit less any amount then due by said Owner to the Association. Such amount may be transferred to a new Owner of such Condominium Unit by a settlement sheet adjustment between seller and purchaser. Any deficiency in an Owner's account shall be restored within fifteen days after receipt of a written request from the Board in order to maintain an amount equal to one hundred percent (100%) of three assessment for such Condominium Unit. The existence of this reserve shall in no way relieve any Owner from the duty to pay assessments when due. Section 11. LIABILITY FOR COMMON EXPENSES UPON TRANSFER OF CONDOMINIUM UNIT Notwithstanding the personal obligation of each Owner of a Condominium Unit to pay all assessments thereon and notwithstanding the Association's per- petual lien upon a Condominium Unit for such assessments, all successors in interest to the fee simple title of a Condominium Unit who assume the personal liability of a prior Owner or Owners for unpaid assessments and other charges shall be jointly and severally liable with the prior Owner or Owners thereof for any and all unpaid assessments, interest, late charges, costs, expenses, and attorneys' fees against such Condominium Unit, without prejudice to any such successor's right to recover from any prior Owner any amounts paid thereon by such successor; provided, however, that a successor in interest to the fee simple title of a Condominium Unit shall be entitled to rely upon the existence and status, or absence thereof, of unpaid assessments, interest, late charges, costs, expenses, and attorneys' fees as shown upon any certificate issued by or on behalf of the Association to such named successor in interest as hereinafter set forth. Upon the written request of any owner or any mortgagee or prospective mortgagee or grantee of a Condominium Unit, and upon the payment of a reasonable fee not to exceed Twenty -Five Dollars ($25.00), the Association, by its managing agent or Board of Directors, shall issue a written statement setting forth the amount of the unpaid Common Expenses, if any, with respect to the subject Condominium Unit, the amount of the current monthly assessment and the date such assessment becomes due, and the amount of credit for advanced or for prepaid items which statement shall be conclusive upon the - 16 -- 12194 Association in favor of all persons who rely thereupon in good faith. Unless such request for a statement of indebtedness is complied with within twenty (20) days, all unpaid Con Expenses which became due prior to the date of making such request shall be subordinate to the :interest of the person making such request. Mortgagees of Condominium Units which acquire title to a Condominium Unit as a result of obtaining a deed in lieu of foreclosure and purchasers of Condominium Units at foreclosure sale foreclosed pursuant_ to any first mortage shall not be liable for any such Assessment unless accruing during the period when such mortagee or purchaser is the owner of said Condominium Unit. ARTICLE IX Tnsurance Section 1. BLANKET POLICY The managing agent or Board of Directors shall obtain and maintain at all times fire insurance and extended coverage and vandalism and malicious mischief insurance issued in an amount of the estimated replace- ment value of the Common Elements, including the Units and fixtures initially installed therein by Declarant (but excluding furniture, furnishings and other personal property supplied by an Owner), and including all such other risks of a similar or dissimilar nature, as are or shall hereafter customarily be covered with respect to other. apartment or condominium build- ings, fixtures, equipment and personal property similar in construction, design and use, issued by responsible insurance companies authorized to do business 'in the State of Colorado. The insurance shall be carried in blanket policy form naming the Association as the insured, which policy or policies shall include the standard, non- contributory mortgagee clause, and shall further provide that it cannot be cancelled, materially altered or allowed to lapse except upon ten days' prior written notice to each Owner and First Mortgagee.. The managing agent or Board of Directors shall, upon request of any First Mortgagee, furnish a certified copy of such blanket policy and the separate certificate identifying the interest of the mortgagor. All policies of insurance shall provide that the insurance thereunder shall be invalidated or suspended only in respect to the interest of any particular Oviner guilty of a breach of warranty, act, omission, negligence or noncompliance with any provision of such policy, including payment of the insurance premium applicable to that Owner's interest, or who permits or fails to prevent the happening of any event, whether occurring before or after a loss, which under the provisions of such policy would otherwise invalidate or suspend the entire policy, but the insurance under such policy, as to the interests of all other insured Owners not guilty of any such act or omis- sion, shall not be invalidated or suspended and shall remain in full force and effect. - 17 - 12194 Section 2. INSURANCE FOR THE ASSOCIAT The Asso- ciation shall be required and empowered to obtain and maintain the following insurance: (a) Insurance coverages upon the Common Elements and Units, as recited above, and all property owned or leased by the Association; (b) Comprehensive public liability insurance in a minimum amount of $1,000,000.00 per single occurrence and Work - men's Compensation coverage upon employees and other liability insurance insuring the Association, the Board, Managers and agents in connection with the General Common Elements. (c) If the Property is located within an area having special flood hazards and for which flood insurance has been made available under the National Flood Insurance Program, the Association shall obtain and pay the premiums for a master or blanket policy of flood insurance on the Buildings in an amount not less than the lesser of (a) the maximum coverage available under the National Flood Insurance Program for all Buildings within any portion of the Property located within a designated flood hazard or (b) 100% of the current replacement cost of all such Buildings. (d) Fidelity bonds to protect against dishonest acts on the part of Association officers, directors, trustees and employees and all others who handle or are responsible for handling Association funds. Such bonds shall: (i) name the Association as an obligee; (ii) be written in an amount equal to at least three months assessments on all Units plus reserve funds; (iii) contain waivers of any deferise based upon the exclusion of persons serving without compensation from any definition of "employee" or similar expression; and (iv) provide that no modification in any substantial manner or cancellation shall be had without 30 days prior written notice to the holders of the First Mortgagees on Units. (e) Such other insurance as the Board may deem desirable for the benefit of the Owners. Section 3. INSURANCE PROCEEDS SUBORDINATE TO MORT GAGE In the event of substantial damage to, or destruction of, any part of the Common Elements, any distribution of insurance proceeds hereunder shall be made to the Owners and their respective mortgagees, as their interests may appear, and no Owner or other party shall be entitled to priority over the holder of a mortgage on a Condominium Unit with respect to any such distribution; provided, however, that nothing in this Section 3 shall be construed to deny the Association the right to apply any such proceeds to repair or replace damaged portions of the Common Elements. The Association shall notify the appropriate holders of First Mortgages forthwith whenever damage to the Unit exceeds $1,000 or the damage to the General Common Elements exceeds $10,000. Section 4. ASSOCIATION NOT LIABLE FOR DAMAGE Not- withstanding the duty of the Association to maintain and repair the Common Flements, the Association shall not be liable for injury or damage, other than the costs of maintenance and repair, caused by any condition of the Common Elements or by the conduct of another Owner or persons or by casualties for which insurance pursuant to this Declaration is not required, or for which insurance is not obtained by the Association. � -Im 12194 AR TICLE X Damaqe and Destruction, Obsolescence, Condem Section 1. AP OF ATTORNEY -IN -FACT Each Owner by his acceptance of the deed or other conveyance vesting in him an interest in a Condominium Unit does irrevocably con- stitute and appoint the Association with full power of substitu- tion as his true and lawful attorney in his name, place and stead; (i) to deal with such interest upon damage to or destruc- tion, obsolescence or condemnation of any real property as hereinafter provided; (ii) to enter into agreements regarding the Common Elements including but not limited to leases, rights of way, agreements and ingress and egress agreements with full power, right and authorization to execute, acknowledge and de- liver any contract, deed, proof of loss, release or other instrument affecting the interest of such Owner; (iii) to amend Section 3 of Article VII of this Declaration to repeal or modify the limitations in such Section; and (iv) to take any other action, which the Association or Declarant may consider neces- sary or advisable, to give effect to the provisions of this Declaration. If requested to do so by the Association or Declarant, each Owner shall execute and deliver a written instrument confirming such appointment. The action of the Association in settling any damage or condemnation claim shall be final and binding on all Owners. No Owner shall have any rights against the Association or any of its officers or directors with respect thereto except in the case of fraud or gross negligence. Section 2. DAMAGE AND DESTRUCTION. Repair and recon- struction of the improvements as used in the succeeding subpara- graphs means restoring the improvements to substantially the same condition in which they existed prior to the damage with each Unit and the Common Elements having the same vertical and horizontal boundaries as before. The proceeds of any insurance collected shall be available to the Association for the purpose of repair and reconstruction or replacement unless under the conditions set forth in subparagraph (b) below, the specified percentage of Owners and First Mortgagees fail to approve re- pair, reconstruction or replacement. (a) Except as provided in subparagraph (b), in the event of damage or destruction due to fire or other disas- ter, such damage or destruction shall be promptly repaired and reconstructed by the Association. If the proceeds of insurance are insufficient to effect such repair and reconstruction the Association shall levy an Extraordinary Assessment against the Owners to pay any deficiency required to effect such repair and reconstruction. The Association shall have the authority to cause the repair or reconstruction of the improvements using all of the insurance proceeds for such purpose notwithstanding the failure of an Owner to pay the assessment. (b) If destruction or damage is sustained to more than seventy -five percent (75 %) of the replacement value of the Condominium Units, and if the Owners representing an aggregate ownership interest of seventy -five percent (75 %) or more of the total number of Condominium Units and all of the First Mortgag- ees determine not to rebuild the improvement, the Condominium Units shall be sold by the Association, as attorney -in -fact for the Owners, free and clear of the provisions contained in this Declaration, the Condominium Map, the Articles of Incorporation and the By -Laws. The insurance settlement proceeds shall be - 19 - 12194 divided by the Association according to each Unit Owner's interest (as such interests appear on the policy or policies), and such divided proceeds shall be paid into a separate account in the name of the Association, and shall be further identified by the number of the Unit and the name of the Owner. From each separate account, the Association, as attorney -in -fact, shall use and disburse the total amount of each of such funds without contribution from one account to another, toward the partial or full payment of the lien of any First Mortgagee against the Condominium Unit represented by such separate account. There shall be added to each such account the apportioned amount of the proceeds derived from the sale of the entire project. Such apportionment shall be based upon each Owner's Assessment Ratio. The total funds of each account shall be used and disburseu, without contribution from one account to another by the Association, as attorney -in -fact in the following order: (i) For payment of taxes and special assess- ment liens in favor of any assessing entity; (2) For payment of the balance of the lien of any First Mortgagee; (3) For payment of unpaid Common Expenses; (4) For payment of junior liens and encum- brances in the order of and to the extent of their priority; and (5 ) The balance remaining, if any, shall be paid to the Condominium Unit Owner. Section 3. OBSOLESCENCE.. (a) If at any time subsequent to the expiration of twenty -five (25) years from the date of the recording of this Condominium Declaration, Owners representing an aggregate owner- ship of seventy -five percent (75 %) or more of the Condominium Units agree that the Condominium Units are obsolete and that the same should be removed or reconstructed, and adopt a plan for reconstruction, which plan has the unanimous approval of all First Mortgagees, then all of the Owners shall be bound by the terms and provisions of such plan. Any assessments made in connection with such plan shall be a Common Expense of the Owners of Condominium Units and made pro raia according to each Owner's undivided percentage interest in the Common Elements as reconstructed, which percentage interest shall be based upon the number of square feet of floor area in the reconstructed Unit as a percentage of the total number of square feet of floor area in all of the reconstructed Units. (b) Any time subsequent to the expiration of twenty -five (25) years from the date of the recording of this Condominium Declaration, Owners representing an aggregate owner- ship interest of of seventy -five percent (75 %) or more of the Condominium Units may agree that the Condominium Units are obsolete and that the same should be sold. Such agreement must have the unanimous approval of every First Mortgagee. In such instance, the Association shall forthwith record a notice set- ting forth such fact or facts, and upon the recording of such notice by the Association's President and Secretary, all of the Condominium Units shall be sold by the Association, as attorney - in -fact for all the Owners, free and clear of the provisions contained in this Declaration, the Condominium Map and the - 20 - 12194 By -Laws. The sales proceeds shall be apportioned between the Owners on the basis of each Owner's Assessment Ratio, and such apportioned proceeds shall be paid into separate accounts representing each Condominium Unit. Each such account shall be in the name of the Association, and shall be further identified by the number of the Unit and the name of the Owner. From each separate account, the Association, as attorney -in -fact, shall use and disburse the total amount of such accounts, without contribution from one account to another, for the same purposes and in the same order as is provided in subparagraph (b)(1) through (b) (5) of Section 2 of this Article X. (c) The provisions of this Section 3 shall be subject to the provisions of Section 3 of Article XIV of this Declaration. Section 4. CONDEMNATION If at any time or times during the continuance of the condominium ownership pursuant to this Declaration, all or any part of the Property shall be taken or condemned by any public authority or sold or otherwise dis- posed of in lieu of or in avoidance thereof, the following provisions shall apply: (a) All compensation, damages, or other proceeds therefrom, the sum of which is hereinafter called the "Condemna- tion Award," shall be payable to the Association. (b) In the event that an entire Building is taken or condemned, or sold or otherwise disposed of in lieu of or in avoidance thereof, the condominium ownership thereof shall ter- minate. The Condemnation Award shall be apportioned only among the Owners of the Condominium Units in that-Building in propor- tion to their respective undivided percentage interests in the Common Elements. (c) In the event that part but less than an entire Building is taken or condemned, or sold or otherwise dis- posed of in lieu of or in avoidance th ereof, the condominium ownership hereunder shall not terminate. Each Owner shall be entitled to a share of the Condemnation Award to be determined in the following manner: as soon as practicable the Association shall, reasonably and in good faith, allocate the Condemnation Award between compensation, damages, or other proceeds, and shall apportion the amounts so allocated among the.Owners as follows: (a) the total amount allocated to taking of or injury to the Building and real property on which the Building is con- structed shall be apportioned among Owners of Condominium Units in that Building in proportion to their respective undivided percentage interest in the Common Elements, (b) the total amount allocated to severance damages shall be apportioned to those Condominium Units which were not taken or condemned, (c) the respective amounts allocated to the taking of or injury to a particular Unit and /or improvements an Owner has made within his own Unit shall be apportioned to the particular Unit involved, and (d) the total amount allocated to consequential damages and any other takings or injuries shall be apportioned as the Association determines to be equitable in the circumstances. If an allocation of the Condemnation Award is already established in negotiation, judicial decree, or otherwise, then in allocat- ing the Condemnation Award the Association shall employ such allocation to the extent it is relevant and applicable. Distri- bution of apportioned proceeds shall be made by checks payable jointly to the respective Owners and their respective Mortga- gees. - 21 - 12194 (d) In the event that the Property is taken or condemned or otherwise disposed of in lieu of or in avoidance thereof in whole or in part, the Condemnation Award, apportioned as provided above, shall be paid into separate accounts representing each Condominium Unit entitled to a portion of the Condemnation Award. From each such account, the Association, as attorney -in -fact, shall use and disburse the total amount of such accounts, without contribution from one account to another, for the same purposes and in the same order as set forth in subparagraphs (b)(1) thorugh (b)(5) of Section 2 of this Article X . ARTICLE XI Mo rtgagee's Righ Section I. NOTICES Each First Mortgagee (and any guarantor or insurer of a First Mortgage) upon written request to the Board, shall receive any of the following: (i) Copies of budgets, notices of assess - ments, insurance certificates, or any other notices or state- ments provided under this Declaration by the Association to the Owner of the Condominium Unit covered by the First Mortgagee; (ii) Any audited or unaudited financial statements of the Association within ninety (90) days following the end of any fiscal year, which are prepared for the Associa- tion and distributed to the Owners; (iii) Copies of notices of meetings of the Owners and the right to be represented at any such meetings by a designated representative; (iv) Notice of the decision of the Owners or the Association to make any material amendment to this Declara- tion, the By -Laws or the Articles of Incorporation of the Association; (v) Notice of substantial damage to or destruction of the Unit, or any part of the Common Elements; (vi) Notice of commencement of any condemna- tion or eminent domain proceedings with respect to any part of the Common Elements; (vii) Notice of any default of the holder's Owner in the payment of any assessment or charge which is not cured by the Owner within thirty (30) days after the giving of notice by the Association to the Owner of the existence of the default; (viii) The right to examine the books and records of the Association at any reasonable time. (ix) Notice of any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association. Section 2. MORTGAGEE REQUESTS The request of a First Mortgagee (or any guarantor or insurer of a First Mort- gage) shall specify which of the above it desires to receive and shall indicate the address to F1iich any notices or documents shall be sent by the Association. Failure of the Association to - 22 - 12194 provide any of the foregoing to a First Mortgagee (or any guar- antor or insurer of a First Mortgage) who has made a proper request therefor shall not affect the validity of any action which is related to any of the foregoing. The Association need not inquire into the validity of any request made by a First Mortgagee hereunder and in the event of multiple requests from purported First Mortgagees on the same Condominium Unit, the Association shall honor the earliest request received. Section 3. NO IMPAIRMENT OF LIEN No violation or breach of or failure to comply with any provision of this Declaration and no action to enforce any such provision shall affect, defeat, render invalid or impair the lien of any Mortgagee taken in good faith and for value and perfected by recording in the appropriate office, prior to the time of recording in said office of an instrument describing the Condominium Unit and listing the name or names of the Owner or Owners thereof and giving notice of such violation, breach or failure to comply. However, any purchaser on foreclosure or person accepting a deed in lieu thereof shall take subject to this Declaration. Section 4. C ONSENT OF MORTGAGEES R Unless at least seventy -five percent (75 %) of the First Mortgagees (based upon one vote for each first mortgage owned), or Owners (other than the Declarant) of Condominium Units have given their prior written approval, the Association shall not: (1) change the pro rata interest or obligations of any Condominium Unit for the purpose of: (i) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (ii) determining the pro rata share of ownership of each Condominium Unit in the Common Elements; (2) by act or omission, seek to abandon, parti- tion, subdivide, encumber, sell or transfer the Common Elements; provided, however, the granting of easements for public utili- ties or for other public purposes consistent with the intended use of the Common Elements shall not be deemed a transfer within the meaning of this clause; (3) use hazard insurance proceeds for losses to any losses to any Unit, or to the Common Elements for any purpose other than the repair, replacement br reconstruction of the Common Elements except as is otherwise provided herein. ARTICLE XII Revocation or Amendment to Declaration Section 1. AMENDMENTS AND REVOCATION This Declara- tion shall not be revoked nor shall any of the provisions herein be amended without the consent of Owners representing an aggreg- ate ownership interest of seventy -five percent (75%) or more of the Condominium Units, all holders, insurers or guarantors of first mortgages covering or affecting any or all such Condomin- ium Units, and the Town Council of the Town of Vail, to the extent that the approval of the Town Council for the proposed amendment or revocation is required by the ordinances of the Town of Vail, as such ordinances may be amended from time to time. - 23 - 12194 Section 2. SPECIAL AMENDMENTS. Declarant hereby reserves and is granted the right and power to record a Special Amendment to this Declaration at any time and from time to time which amends this Declaration (i) to comply with requirements of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Department of Housing and Urban Development, or any other governmental agency or any other public, quasi- public or private entity which performs (or may perform in the future) functions similar to those currently performed by such entities and /or (ii) to induce any of such agencies or entities to make, purchase, sell, insure or guarantee deeds of trust covering Condominium Units. In furtherance of the foregoing, a power coupled with an interest is hereby reserved and granted to Declarant to make or consent to a Special Amendment on behalf of each Owner. Each deed, mortgage, trust deed, other evidence of obligation or other instrument affecting a Condominium Unit and the acceptance thereof shall be deemed to be a grant and ack- nowledgment of, and a consent to the reserva' ion of, the power to Declarant to make, execute and record Special Amendments. No Special Amendment made by Declarant shall affect or impair a deed of trust upon a Condominium Unit or any warranties made by an Owner or holder of a deed of trust in order to induce any of the above agencies or entities to make, purchase, insure, or guarantee the deed of trust on such Owner's Condominium Unit, ARTICLE XIII Personal Property for Common Use Prior to the first conveyance of any Condominium Unit, Declarant shall execute and deliver a bill of sale to the Asso- ciation, transferring all items of personal property located on the Property furnished by the Declarant, which property is intended for the common use and enjoyment of the Condominium Unit Owners and occupants, and shall assign to the Association all of Declarant's right, title and interest in and to the Coiorado non - profit corporation named P -2 Association and that certain agreement dated September 16, 1976, made by and between White Enterprises, Inc., Robert T. Lazier and Diane J. Lazier, A. G. Hill, Vail Trails Chalet Condominium Association and Vail Trails East Condominium Association. The Association shall hold such right, title and interest in and to the P -2 Association on behalf of the Owners who shall be vested with the right to use the parking facilities made available pursuant to the Association's interest in the P -2 Association during the term of such Owner's ownership of his Condominium Unit, subject to the right of the Association to allocate such parking spaces to specific Units and to adopt reasonable rules and regulations governing the use of such parking facilities. All such property shall be substantially completed prior to any conveyance of such property to the Association. No Owner shall have any other interest and right thereto and all such right and interest shad absolutely terminate upon the Owner's termination of possession or ownership of his Condominium Unit. ARTICLE XIV General Section 1. NOTIC All notices or demands intended to be served upon an Owner shall be sent by certified mail, postage prepaid, addressed in the name of such Owner in care of the Unit number and building address of such Chgner, or at such - 24 - 12194 other address as an Owner notifies the Association of from time to time. All notices, demands or other notices intended to be served upon the managing agent or the Board of Directors of the Association or the Association shall be sent by certified mail, postage prepaid to Rams -Horn Lodge Condominium Association, 304 Gore Creek Drive, Vail Colorado, or such other address as may be given from time to time. All notices, demands or other notices shall be deemed given upon deposit in the United States mails, as hereinabove specified. Section 2. ARBITRATION REQUIRED FOR ANY CLAIM HEREUNDER. Except as otherwise herein provided, any controversy or claim arising out of or relating to this Declaration, or the breach thereof, shall be settled by arbitration in the State of Colorado in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdic- tion hereof; provided, however, that this paragraph shall have no applicability to any remedies available to a mortgagee under Colorado law. Section 3. PERIOD OF CONDOMINIUM OWNERSHIP The separate condominium estates created by this Declaration, and the map, shall continue until this Declaration is revoked in the manner provided herein, but in no event shall such period of condominium ownership be less than or more than 21 years after the death of the last surviving member of the Town Council of the Town of Vail in office on the date this Declaration is recorded, unless earlier termination is approved by a majority vote of the Town Council of the Town of Vail. Section 4. ACCEPTANCE OF PROVISIONS OF ALL DOCUMENTS The conveyance or encumbrance of a Condominium Unit shall be deemed to include the acceptance of all of the provisions of this Condominium Declaration and the By -Laws and Rules and Regulations of the Association, and shall be binding upon each grantee or encumbrancer, its successors, personal representative, heirs and assigns without the necessity of inclusion of such an express provision in the instrument of conveyance or encumbrance. Section 5. RECORDED EASEMENTS AND LICENSES The recording information for all recorded easements and licenses appurtenant to, or included in, the Property or to which any portion of the Property is or may be subject as of the date this Declaration is recorded is set forth in Exhibit C, which by this reference is made a part hereof. Further, a portion of the fence around the swimming pool area is located on property owned by the Town of Vail and the Association may be required to move the fence off the property owned by the Town of Vail. Section 6. INTERPRETATION (a) If any of the provisions of this Declaration or any paragraph, sentence, clause, phrase or word, or the application thereof in any circumstance be invalidated, such invalidity shall not affect the validity of the remainder of this Declaration, and the application of any such provision, paragraph, sentence, clause, phrase or word in any other circumstances shall not be affected thereby. (b) The provisions of this Declaration shall be in addition and supplemental to the Condominium Ownership Act of the State of Colorado and to all other provisions of law. (c) That whenever used herein, unless the context shall otherwise provide, the singular number shall include the - 25 - 12194 plural, the plural the singular, and the use of any gender will include all genders. Section 7. OTHER LIENS In accordance with the requirements of the Colorado Condominium Ownership Act, as amended, Declarant hereby states that it is possible that liens other than mechanic's liens, assessment liens, or tax liens may be obtained against the Common Elements, including without limitation judgment liens and purchase money mortgage liens. Section 8. MAJOR RECREATIONAL FACILITIES. It is anticipated that no mayor recreational facilities will be constructed by Declarant on the Common Elements. However, a swimming pool and Jacuzzi are presently is in existence on the Common Elements. Section 9. SPECIAL RESERVATION FOR DECLARANT. Notwithstanding any provision to the contrary contained herein, Declarant, its assignees, agents, employees and contractors shall be permitted to show to prospective purchasers and tenants and to maintain during the period of any construction or renovation of the Property and sale of Condominium Units, upon such portion of the Property as Declarant may choose, such facilities as in the sole opinion of the Declarant may be reasonably required, convenient or incidental to the construction, renovation, sale or rental of Condominium Units, including without limitation, a business office, storage area, construction yards, signs, model condominium units, sales office, construction office, parking areas and lighting and temporary parking facilities for all prospective tenants or purchasers. Any sales office maintained by or on behalf of Declarant on the Property shall be operated in conformance with the requirements of the Town of Vail. IN WITNESS WHEREOF, the undersigned, as Declarant, has duly executed this Declaration this day of 19_ RAMSHORN PARTNERSHIP, LTD., a Colorado limited partnership By Timothy R. Garton, a general partner + By David Garton, Jr., a general partner - 26 - 11 12194 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing was acknowledged before me this day of , 19 by Timothy R. Garton and David Garton, Jr., as general partners of Ramshorn Partnership, Ltd., a Colorado limited partnership. Witness my hand and official seal. My commission expires: Notary Public Address: - 27 - EXHIBIT A TO CONDOMINIUM DECLARATION FOR RAMS -HORN LODGE CONDOMINIUMS Lot a, Block 3, and that portion of Tract 1' -1, Vail Village, Fifth Filing, according to the map thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder, and that port ion of vac.iced IIansc)it R:mch I\ right -of -way according to Ordinance No. 10, Series of 1969, Town of Vail, Eagle County, Colorado, described as a whole as follows: Beginning at the intersection of the centerline of said vacated Hanson Ranch Road and the easterly right -of -way line of Gore Creek Road; thence the following two courses along said centerline of vacated Hanson Ranch Road: (1) N 81 ° 59'06" E 52.94 feet; (2) 77.13 feet along the arc of a 161.41 foot radius curve to the left, having a central angle of 27 °22'38" and a chord that bears N 68 ° 17'41" E 76.39 feet; thence S 51 °31'53" E 20.72 feet, to the northerly common corner of said Lot a and All Seasons, according to the condominium map thereof recorded in the office of the Eagle County. colored", Clerk and Recorder; thence S 00 ° 02'00" E 160.33 feet, along thy• ,'011mh)n lisle of said Lot a and said All Seasons, to the northwest corner of said Tract F - l; thence S 82 ° 37'00" E 87.45 feet, along the common line of said Tract F -1 and said All Seasons; thence, departing said common line, S 00 0 02'00" F. 54.28 fcur; thence 33.35 feet along the arc of a 20.00 foot radius curve to the right, having; a central angle of 95 ° 31'57" and a chord that bears S -�7% 1'59" t feet, to the northerly right -of -way line of Gore Creek Road; thence the following three courses along the northerly, northeasterly :ind casterly right - of -way of said Gore Creek Road:.(1) N 85 ° 30'03" W 39.85 fcc•t; (2) 231.61 ftilt along; the arc of a 175.00 foot radius curve to the right, h;ivint; a cctitrnl angle of 76 ° 29'09" and a chord that bears N 46 ° 15'28" W 216.0 f,,er; (3) N 08 0 00'54" W 60.00 feet, to the Point of hcc�inninl;, cnntninin;; ?Q, 110 s:rl : :irt feet or .6729 acres, more or Icss, v EXHIBIT B TO CONDOMINIUM DECLARATION FOR RAMS -HORN LODGE CONDOMINIUMS Suite Condominium Square Feet Percentage Interest Numbe Unit in Unit in Common Elements 1 C -1 649 4.67% ( C -2 447 3.22% 2 ( C -3 520 3.74% ( C -4 810 5.83% 3 ( C -5 879 6.33% 4 C -6 619 4.45% 5 C -7 1,987 14.30% 6 C -8 520 3.74% ( C -9 810 5.83% 7 (C -10 879 6.32% 8 11 741 5.33% (C -12 74 5.32% 9 (C -13 847 6.09% (C -14 740 5.32% 10 (C -15 885 6.38% (C -16 740 5.32% 11 (C -17 1,085 7.81% 13,898 100.00% BY LAWS OF RAMSHORST CONDOMINIUM ASSOCIATION (a Colorado non - profit corporation) ARTICLE I Object. The purpose for which Ramshorn Condominium Association ( "Association ") is formed is to govern the Property situate in Eagle County, Colorado described in the Condominium Declaration for Rams -Horn Lodge Condominiums ( "Declaration ") and all amendments and supplements thereto. All terms defined in the Declaration or in the Association's Articles of Incorporation ( "Articles ") shall have the same meanings herein unless otherwise defined. The Association shall be a non - profit corporation. ARTICLE I Membership, Voting, Quorum and Proxies Section 1. Membership, Voting There shall be two classes of Members of the Association to wit: Class A Members shall be the Owners, but if any such owner shall be more than one person or shall be a corpora- tion or other entity, then one such person, an officer of such corporation, or a member of such entity shall be designated the Class A Member with respect to such Condominium Unit in a written notice delivered to the Secretary of the Association and subscribed to by all such persons, by such corporation, or by all the members of such entity. Each Class A Member shall be entitled to one vote for each Condominium Unit owned by the Class A Member or by the entity that designated him, as the case may be, except that the Owner of Condominium Unit C -7 shall be entitled to two votes. The Declarant shall be the Class B Member of the Association. The Class B Member shall be entitled to five votes for each Condominium Unit owned by it, such votes to be exer- cised by an officer or other designated representative with respect to each such Unit. The Declarant shall not be a Class A Member as long as it is a Class B Member, but upon termination of its Class B Membership, it shall be a Class A Member for each Condominium Unit owned by it. Section 2. Quorum Except as otherwise provided in these By -Laws, the presence in person or by proxy of Members entitled to vote more than one -third of the total votes of the Members shall constitute a quorum for the transaction of busi- ness at any meeting of the Association. Section 3. Proxies. Members of the Association may vote at Association meetings either in person or by proxy. Every proxy must be executed in writing by the Member or his duly authorized attorney -in -fact. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Section 4. Voting At any meeting of Members, if a quorum is present, the affirmative vote of a majority of the votes represented at the meeting in person or by proxy shall be the act of the Members, unless a vote of a greater number is its rights with respect to a Condominium Unit if such owner is more than one person or a corporation or other entity. Members of the Board shall serve until the expiration of their term and until their successors are duly elected and qualified. Notwith- standing anything contained herein to the contrary, until such time as Declarant is no longer a Class B member, Declarant shall have the sole and exclusive right to vote for the Board of Directors and any Directors appointed by Declarant need not be an Owner. Section 2. Election and Term of Office At each annual meeting of the Association, three members of the Board of Directors shall be elected for a one -year term. There will be no cumulative voting for Directors. Section 3. Vacancies Vacancies on the Board of Directors caused by any reason shall be filled by a vote of the majority of the remaining Directors then in office although they may constitute less than a quorum. Each person so elected shall serve for the unexpired term of his predecessor in office except that any Director elected to fill a vacancy created by reason of an increase in the number of directors shall serve until his successor is elected and qualified at the next annual meeting of the Association. Section 4. Compensation Directors shall not be paid any compensation for their services performed as Directors unless a resolution authorizing such remuneration shall have been adopted by the Association. Directors may be reimbursed for actual expenses incurred in connection with their duties as Directors. Section 5. Organization Meeting Within a period of ten days following election of a new Board of Directors or the election of Directors at the annual meeting of the Associa- tion, an organization meeting shall be held at a time and place fixed by the Board of Directors following which officers of the Association shall be elected as provided for in Article V hereof. Section 6. Regular Meetings Regular meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the President of the Association or by a majority of its Board of Directors. Notice of regular meetings of the Board of Directors shall be given each Director and Owner personally or by mail, telephone or telegraph at least three days prior to the time of such meeting. Section 8. Special Meetin the Board of Directors may ybe led by Secretary upon 48 hours' notice to each personally, by mail, telephone or teleg state the time and place of the meeting thereof. 3s. Special meetings of the President or the Director and Owner given raph, which notice shall and the purposes Section 9. Waiver of Notice. Before or at any meeting of the Board of Directors any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Direc- tor at any meeting of the Board shall be a waiver of notice by him of the time and place thereof, unless such Director appears for the sole purpose of objecting to the notice given and raises such objection before the transaction of any business. Section 10. Unanimous Consent Any action required or permitted to be taken at a meeting of the Board of Directors - 3 - F J may be taken without a meeting, if a consent in writing setting forth the action so taken, shall be signed by all of the Direc- tors. Such consent shall have the same force and effect as a unanimous vote of the Directors. Section 11. Quorum A majority of the Board of Directors then in office shall constitute a quorum for the transaction of any business of the Board, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors a majority of those present may adjourn the meeting to a later date, which shall not be more than ten days from the time of the original meeting. At any adjourned meeting any business that might have been transacted at the meeting as originally called may be transacted without further notice. Section 12. Duties The Board of Directors shall carry on the duties and manage the affairs of the Association, pursuant to and in accordance with the Declaration. The Board may exercise for the Association all powers, duties and authori- ty vested in or delegated to the Association and not specifical- ly reserved to the membership by other provisions of the By- Laws, Articles of Incorporation or the Declaration. The Board shall keep complete records of all its acts and corporate affairs, and shall present a statement thereof to the Members at the annual meeting of the Members or at any special meeting when requested by at least 25% of all voting Members. The Board may designate and remove personnel necessary for the operation, maintenance, repair and replacement of the General Common Ele- ments. The Board also shall supervise all officers, agents and employees of the Association and see that their duties are prop- erly performed. The Board shall cause the Association to per- form all duties incumbent upon it. Section 13. Manager The Board of Directors may employ the services of a Manager, and may delegate to such Man- ager any of the duties, powers or authority of the Board, but notwithstanding such delegation, the Board shall not be relieved of its responsibilities under the Declaration. Section 14. Rules The Board of Directors may adopt or amend rules and regulations governing the Common Ele- ments at any time by a majority vote of the Directors present at any meeting of Directors. Section 15. Indemnification. The Manager, employ- ees of the Association, and each Director and officer of the Association, shall be indemnified by the Association against all expenses and liabilities, including attorney's fees, reasonably incurred by or imposed upon them in connection with any proceed- ing to which they may be a party, or in which they may become involved, by reason of being or having acted as such upon behalf of the Association, provided that this indemnification shall not apply if the said person is adjudged guilty of willful misfeas- ance or malfeasance in the performance of his duties; provided further that in the event of a settlement, the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Associa- tion. The foregoing rights of indemnification shall be in addi- tion to and not exclusive of all other rights to which such person may be entitled. - 4 - Section 16. Removal from Board At anv annual or special meeting of the Members, duly called, any one or more of the Directors may be removed, with or without cause, by a major- ity vote of the Members, and a successor may *hen and there be elected to fill the vacancy thus created. ARTICLE V Officers Section 1. Designation The principal officers of the Association shall. be a President (who shall be chosen from among the Board of Directors), Vice President, Secretary and Treasurer, all of whom shall be elected by the Board of Direc- tors. The officers of the Association may be combined, except that the President and Secretary shall not be the same person. Other officers may be appointed or elected by the Board of Directors from time to time. Section 2. Election of Officers. The officers shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board of Directors. Section 3. tive vote of a majori tors, any officer may and the successor may Board of Directors or for such purpose. Removal of Officer Upon an affirma- ty of the members of the Board of Direc- be removed, either with or without cause, be elected at any regular meeting of the at any special meeting of the Board called Section 4. President The President shall be the chief executive officer of the Association and shall preside at all meetings of the Board of Directors and Members. He shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds of trust, deeds and other written instruments and shall co -sign all promissory notes, in his capacity as President of the Association. Section 5. Vice President The Vice President shall act in the place and stead of the President in the event of the President's absence, inability or.refusal to act, and shall exercise and discharge such other duties as may be required by the Board. Section 6. Secretary The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Associa- tion together with their addresses, and shall perform such other - duties as required by the Board. Section Treasurer The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Asso- ciation and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause annual financial statements of the Association to be made by a certified public accountant at the completion of each fiscal _year; and shall prepare an annual budget and a statement of in- come and expenditures to be presented to the membership at its - 5 - W. regular annual meeting, and deliver a copy of each to the Members. ARTICLE VI Books and Records - Inspection Section 1. Books and Re cords . The Board of Directors shall cause to be maintained at the principal office of the Association complete books of account of the affairs of the Association, including current copies of the Condominium Declaration By -Laws and other rules governing the Condominium Project. Section 2. Inspection Such books of account shall be open to inspection upon the demand of any Member or any holder, insurer or guarantor of a Mortgage on any Condominium Unit and shall be exhibited to such Owner or holder, insurer or guarantor at any reasonable business hour. Such inspection may be made in person, or by agent or attorney, and the right of inspection includes the right to make extracts or perform audits. All of the foregoing shall be at the expense of the inspecting party. Any Member and any holder, insurer or guarantor of a Mortgage shall be furnished a statement of the Member's account setting forth the amount of unpaid assessments or other charges owing by such Member, upon ten (10) days notice to the Manager or Board of Directors and payment_ of a reasonable fee. Section 3. Budget The Board of Directors shall hold a meeting before the end of each fiscal year of the Association at which it shall adopt a budget for the next fiscal year. The budget so adopted may be used as a basis for the assessments against Owners authorized by the Declaration. Section 4. Audits The Board may obtain an audit of the books and records of the Association from time to time, which audit shall be made available to each Owner and any holder, insurer or guarantor of a mortgage upon request. Section 5. Prospecti Purchasers. The Association shall make available to prospective purchasers of Condominium Units, for inspection, upon request, during normal business hours or under other reasonable circumstances, current copies of the Condominium Declaration, By -Laws, other rules governing the Condominium Project, and the most recent annual financial statement of the Association, if such statement has been prepared. AR TICLE VII Ob ligations of the Owners Section 1. Assessments Each Owner shall pay the share of assessments imposed by the Association to meet the Common Expenses described in the Declaration. Each assessment shall be allocated among the Owners as set out in the Declaration. If a Condominium Unit is owned by two or more owners, each of such co- owners shall be jointly and severally liable for the portion of the assessment attributable to such Unit. Assessments shall be made quarterly and shall be due and payable on the date specified in the assessment notice. All. unpaid assessments shall bear interest as provided in the - 6 - v Declaration and shall be secured by a lien on the Condominium Unit owned by the defaulting Owner, in accordance with the provisions of the Declaration. Section 2. Maintenance and Repair (a) Every Owner shall perform or cause to be performed at his own expense all maintenance and repair work within his own Unit necessary to maintain the Unit in a good and habitable state of repair. (b) All repairs of internal installations in a Unit such as water, light, gas, power, sewage, telephones, air conditioners, sanitary installations, doors, windows, electrical fixtures and all other accessories, equipment and fixtures be- longing to a Unit shall be at the Owner's expense. Section 3. Compliance with Declaration, Articles, By -Laws and Rules Each Owner shall comply with all of the pro- visions of the Declaration, the Articles and By -Laws of the Association and any rules and regulations issued by the Board of Directors. If an Owner fails to so comply, the Association shall have the power, during the period of such delinquency, (a) to revoke a delinquent Owner's right to use General Common Elements designed for recreational purposes, (b) to cause utility service to a delinquent Owner's Unit to be suspended and (c) to suspend an Owner's voting privileges. ARTICLE VIII Evidence of Ownership, Registration of Mailing Address and Lien Holders Section 1. Proof of Ownership Any person upon becoming an Owner shall furnish the,Association with an address for the mailing of all communications and if the Owner is more than one person, or a corporation, partnership or other entity shall designate the Member for such Condominium Unit. In addi- tion, any such owner who is not the initial purchaser of the Condominium Unit from the Declarant shall deliver to the Associ- ation a photocopy or certified copy of the recorded instrument vesting that person with title. Such copy shall remain in the files of the Association. A Member shall not be deemed to be in good standing and shall not be entitled to vote at any annual or special meeting of Members unless these requirements are first satisfied. The Association may issue membership certificates tc its Members; however, such certificates shall not be deemed to be shares of stock in the Association. Section 2. Liens The Board of Directors, when giving notice to an Owner of default in paying an assessment or other default, shall send a copy of such notice to each First Mortgagee who has previously requested such notices in writing. Section 3. Address of the Association '1he mailing address of the Association shall be P.O. Box 705, Vail, Colorado 81658. Such address may be changed from time to time upon written notice to all Members and all First Mortgagees who so request. - 7 - w ARTICLE IX Seal The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, the State of incorporation, and the word, "Seal." ARTICLE X Amendments Section 1. By -Laws These By -Laws may be amended by a majority vote of the Board of Directors at any regular meeting or at any special meeting called for such purpose, or by a majority of a quorum of Members. The notice of any meeting to amend the By -Laws shall specify such purpose, and notice of any meeting wherein a material amendment to the By -Laws is contem- plated shall be sent by the Secretary of the Association to all holders of first deeds of trust on Condominium Units requesting the same in writing. No By -Law shall be amended and no supple- mental By -Laws shall be added hereto which shall be in conflict with the statutes of the State of Colorado, the Declaration, or the Articles. Section 2. Articles of Incorporation So long as there is a Class B Member of the Association, no Member shall be entitled to vote on any proposed Amendment to the Articles of Incorporation and any amendment thereto may be adopted at a meeting of the Board of Directors upon receiving the vote of a majority of Directors. After the termination of the Class B Membership, the Articles of Incorporation of the Association may be amended by a two - thirds (2/3) vote of the Members present, in person or by proxy, entitled to vote thereon, at any regular or special meeting called for such purpose. The Board shall adopt a resolution setting forth the proposed amendment and directing its submission to such vote. Amendments shall also be submitted to vote upon the request of at least one -third of the Members entitled to vote thereon at least ten (10), but no more than thirty (30), days before such meeting. Such notice shall also be sent to all holders of first deeds of-trust on Condominium Units which request the same in writing. of the 1984. The foregoing By -Laws were duly adopted at a meeting Board of Directors held on the day of Secretary =:M