HomeMy WebLinkAboutADM080007 (2) .
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Td4��VaR���r� ADMINISTRATIVE ACTION FORM
Department of Community Development
75 South Frontage Road
Vail, CO 81657
tel: 970-479-2138 fax: 970-479-2452
web: www.vailgov.com
Project Name: VAILS FRONT DOOR CHALETS
Application Type: CondThPl
ADM Number: ADM080007
Parcel: 2101-082-7800-1
Project Description: CONDO PLAT
Participants:
OWNER CHALETS AT LODGE AT VAIL LLC 06/18/2008
PO BOX 959
AVON
CO 81620
APPLICANT CHALETS AT LODGE AT VAIL LLC 06/18/2008
PO BOX 959
AVON
CO 81620
Project Address: 145 VAIL RD VAIL Location:
Legal Description: Lot: Tr B Block: Subdivision: Front Door 3D Sub.
Comments: See Conditions
BOARD/STAFF ACTION
Motion By: � Action: STAFFAPR
Second By:
Vote: Date of Approval: 06/26/2008
Meeting Date:
Conditions:
Cond: 8
(PLAN): No changes to these plans may be made without the written consent of Town of
Vail staff and/or the appropriate review committee(s).
Cond: CON0010127
The applicant shall place a not on the plat clearly identifying the purpose fo the
plat prior to submittal of the myars for recording.
Planner: Warren Campbell DRB Fee Paid: $100.00
.
� _
Applic tio for Administrative
. �
. Su di ision Plat Review
'����'�� �` Depart e of Community Development
75 South ront e Road,Vail,Colorado 81657
tel: 70.47 .2139 fax: 970.479.2452
web: www.vailgov.com
General Information:
It is unlawful for any person,business,or corporation to violate any of the provisions of Title 13,Vail Town Code,
or to transfer,sell,lease or agree to sell or lease,any lot,tract,parcel,site,separate interest(including a leasehold
interest),interest in common,condominium interest,time-share estate,fractional fee,or time-share license,or any
other division within a subdivision within the Town until such subdivision has been approved in writing by the
Administrator,Planning and Environmental Commission and/or the Council(whichever is applicable)and a plat
thereof recorded in the office of the Eagle County Clerk and Recorder.
Type of Application and Fee:
❑ Duplex Subdivision Plat $100 ❑ Administrative Plat Correction $100
� Single Family Subdivision Plat $100 t�, Condominium/Townhouse Plat $100
Description of the Re uest: 1 , 1 �
Cihc��IJ�ih i t{ n, a.� " T�i C C�'!�c � � � 2� Ua/
Location of the Proposal: -�e�: /• � Subdivision: � r re� ' nsiDy•��u�?�
G 2�,srdA�
Physical Address: �5I Vit r I L�t n t
.2/OJ0�� 7p'OOl tao �
Parcel No.:.1�o !o $'� o 0 0 o b (Contact Eagle Co. Assessor at 970-328-8640 for parcel no.)
Zoning: SKt /so S a iQce reQ,;f'iax �
Name(s) of owner(s�`C�t a/¢fs Q7�' �►t La a��i e � f (/a: (, L. C.0
Mailing Address: QO ��C ��9,, Q�a � �%� g�� '� v
�f : 1 t ie MlarCss'� Phone: �.5�- 1S8��La/1,.�,.1 �70. 0l0,�7 ��e1��
,9' V G�, 4 5 .N� /Yt ehs 6 o r '-T�—
Owner(s) Signature(s): r �Da - V R�C'
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Name of Applicant: 5 Q� e a S d n �r
Mailing Address:
LLf"h�r: �-evrN ;4r a� !d Phone: 7�`�� � / ' �'��
E-mail Address: TC `t u a (d Ua���e�ei�S.Fax: -.s S SS �
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$uiOrceSf¢tOUt�lreSer`�s . C�..� JUN 1'7 2008
For Office use Only: ����G►�,,� TOWN OF VAI
Fee Paid: ��Ci� Check No.:�f��By:
Meeting Date: Admin o.: �
Planner: �!(� Project No.: "
F:\cdev\FORMS\Permits\PlanningWdministrative_Actions\Plat Review�condo_th_plat.doc Page 1 of 4 12-6-2005
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TOWN OF VAIL, COLORADO Statement
**********************************************************�*********************************
Statement Number: R080000985 Amount: $500.00 06/18/200810:55 AM
Payment Method: Check Init: JLE
Notation: 428968 VAIL
RESORTS
-----------------------------------------------------------------------------
Permit No: ADM080007 Type: Administrative
Parcel No: 2101-082-7800-1
Site Address: 145 VAIL RD VAIL
Location:
Total Fees: $100.00
This Payment: $100.00 Total ALL Pmts: $100.00
Balance: $0.00
********************************************************************************************
ACCOUNT ITEM LIST:
Account Code Description Current Pmts
-------------------- ------------------------------ ------------
PV 00100003112500 Administrative Fee 100.00
-----------------------------------------------------------------------------
Land Title Guarantee Company
CUSTOMER DISTRIBUTION
Land Title
(�IlAR.9NTEE COhINANY
Date: 06-12-2008 Our Order Number: VB50011670.1
Property Address:
CHALETS AT THE LODGE AT VAIL VAIL, CO 81657
Ifyou have any inquiries or require further assistance, please contact one of the numbers below:
For Title Assistance:
Vail Title Dept.
Chris McElvany
108 S FRONTAGE RD W#203
VAIL, CO 81657
Phone: 303-636-2709
Fax: 970-476-4732
EMail: cmcelvany@ltgc.com
VAIL RESORTS DEVELOPMENT PEAK LAND CONSULTANTS
PO BOX 7 1000 LIONS RIDGE LOOP
VAIL,CO 81658 SUITE 3B
Atm: GERRY ARNOLD VAIL,CO 81657
Phone: 970-845-2658 Attn: JODY KENNEY
Fax: 970-845-2555 Phone: 970-476-8644
EMail:gerrya@vailresorts.com Fax: 970-476-8616
Linked Commitment Delivery EMail:jody@peakland.net
Linked Commitment Delivery
01"I'EN JOHNSON ROBINSON NEFF&RAGONETTI PC
950 17TH ST#1600
DENVER,CO 80202
Attn: KIMBERLY A MARTIN
Phone: 303-575-7552
Fax: 303-825-6525
Copies: 1
EMail:kmartin@ottenjohnson.com
Linked Commitment Delivery
p � � �o� �
JUN 1'7 2008
TOWN 4F VAIL
Land Title Guarantee Company
Date: 06-12-2008
t_and Title Our Order Number: VB50011670.1
(il1AK.4NTFF.COIv1VANY
Property Address:
CHALETS AT THE LODGE AT VAIL VAIL, CO 81657
Buyer/Borrower:
THE CHALETS AT THE LODGE AT VAIL, LLC, A COLORADO LIMITED LIABILITY COMPANY
Seller/Owner:
THE CHALETS AT THE LODGE AT VAIL, LLC, A COLORADO LIMITED LIABILITY COMPANY
Need a map or directions for your upcoming closing? Check out Land Title's web site at www.ltgc.com
for directions to an of our 54 office locations.
ESTIMATE OF TITLE FEES
ALTA Owners Policy 06-17-06 (Resale Fee) �D
If Land Title Guarantee Company xill be closing this transaction, above fees will be collected at that ti.me.
TOTAL $0.00
Fom CONTACT O6/OC THANK YOU FOR YOUR ORDER!
Chicago Title Insurance Company
ALTA COMMITMENT
Our Order No. VB50011670.1
Schedule A Cust. Ref.:
Property Address:
CHALETS AT THE LODGE AT VAIL VAIL, CO 81657
1. Effective Date: April 09, 2008 at 5:00 P.M.
2. Policy to be Issued, and Proposed Insured:
"ALTA" Owner's Policy 06-17-06
Proposed Insured:
THE CHALETS AT THE LODGE AT VAIL, LLC, A COLORADO LIMITED LIABILITY
COMPANY
3. The estate or interest in the land described or referred to in this Commitment and covered herein is:
A Fee Simple
4. Title to the estate or interest covered herein is at the effective date hereof vested in:
THE CHALETS AT THE LODGE AT VAIL, LLC, A COLORADO LIMITED LIABILITY COMPANY
5. The Land referred to in this Commitment is described as follows:
CHALETS LOT, FRONT DOOR THREE DIMENSIONAL SUBDIVISION, ACCORDING TO THE PLAT
RECORDED ON UNDER RECEPTION NUMBER , COUNTY OF EAGLE,
STATE OF COLORADO.
ALTA COMMITMENT
Schedule B -Section 1
(Requirements) Our Order No. VB50011670.1
The following are the requirements to be complied with:
Item (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or
interestto be insured.
Item (b) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record,
to-wit:
Item (c) Payment of all taxes, charges or assessments levied and assessed against the subject premises which are due
and payable.
Item (d) Additional requirements, if any disclosed below:
THIS COMMITMENT IS FOR INFORMATION ONLY, AND NO POLICY WILL BE ISSUED
PURSUANT HERETO.
ALTA COMMITMENT
Schedule B - Section 2
(Exceptions) Our Order No. VB50011670.1
The policy or policies to be issued will contain exceptions to the following unless the same are disposed
of to the satisfaction of the Company:
1. Any facts, rights, interests, or claims thereof, not shown by the Public Records but that could be ascertained by an
inspection of the Land or that may be asserted by persons in possession of the Land.
2. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.
4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not
shown by the Public Records.
5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records
or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record
for value the estate or interest or mortgage thereon covered by this Commitment.
6. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes
or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes
or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public
Records.
7. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof;
(c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by
the Public Records.
8. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE
UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED JUNE 26, 1989,
IN BOOK 508 AT PAGE 595 AND IN PATENT RECORDED APRIL 26, 2006 RECEPTION
N0. 200610676.
9. ALL OIL AND GAS IN THE LAND SO PATENTED, AND TO IT, OR PERSONS AUTHORIZED
BY IT, THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS FROM THE
SAME UNDER APPLICABLE LAW, INCLUDING THE ACT OF FEBRUARY 28, 1925 (16
U.S.C. 486) AS RESERVED IN UNITED STATES PATENT RECORDED JUNE 26, 1989 IN
BOOK 508 AT PAGE 595.
10. A PERPETUAL EASEMENT FOR PUBLIC ACCESS ON THE EXISTING MILL CREEK ROAD
(FOREST DEVELOPMENT ROAD NO. 710) TOGETHER WITH THE RIGHT TO RELOCATE SAID
ROAD AS RESERVED BY THE UNITED STATES IN PATENT RECORDED JUNE 26, 1989 IN
BOOK 508 AT PAGE 595.
11. A PERPETUAL EASEMENT FOR PUBLIC VEHICLE AND FOOT ACCESS ON THE EXISTING
ALTA COMMITMENT
Schedule B - Section 2
(Exceptions) Our Order No. VB50011670.1
The policy or policies to be issued will contain exceptions to the following unless the same are disposed
of to the satisfaction of the Company:
ROAD FROM FOREST DEVELOPMENT ROAD NO. 710 TO SKI AREA FACILITIES AT ONE
VAIL PLACE TOGETHER WITH THE RIGHT TO RELOCATE SAID ROAD AS RESERVED IN
UNITED STATES PATENT RECORDED JUNE 26, 1989 IN BOOK 508 AT PAGE 595.
12. TERMS, CONDITIONS AND PROVISIONS OF TRENCH, CONDUIT AND VAULT AGREEMENT
RECORDED MARCH 30, 1998 AT RECEPTION NO. 650944.
13. (ITEM INTENTIONALLY DELETED)
14. TERMS, CONDITIONS AND PROVISIONS OF RECIPROCAL EASEMENT AND COVENANTS
AGREEMENT RECORDED JANUARY 29, 1999 AT RECEPTION NO. 685193.
15. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON
THE FINAL PLAT OF MILL CREEK SUBDIVISION RECORDED NOVEMBER 6, 2000,
RECEPTION NO. 743366.
16. (ITEM INTENTIONALLY DELETED)
17. (ITEM INTENTIONALLY DELETED)
18. TERMS, CONDITIONS AND PROVISIONS OF FRONT DOOR DEVELOPMENT AGREEMENT
RECORDED JULY 27, 2006 AT RECEPTION N0. 200620331.
19. TERMS, CONDITIONS AND PROVISIONS OF USDA FOREST SERVICE EASEMENT RECORDED
APRIL 26, 2006 AT RECEPTION NO. 200610677.
20. TERMS, CONDITIONS AND PROVISIONS OF DEVELOPMENT AND USE AGREEMENT RECORDED
NOVEMBER 13, 2006 AT RECEPTION NO. 200630880.
21. (ITEM INTENTIONALLY DELETED)
22. (ITEM INTENTIONALLY DELETED)
ALTA COMMITMENT
Schedule B -Section 2
(Exceptions) Our Order No. VB50011670.1
The policy or policies to be issued will contain exceptions to the following unless the same are disposed
of to the satisfaction of the Company:
23. TERMS, CONDITIONS AND PROVISIONS OF LICENSE AGREEMENT RECORDED DECEMBER 17,
2007 AT RECEPTION NO. 200732787.
24. (ITEM INTENTIONALLY DELETED)
25. (ITEM INTENTIONALLY DELETED)
26. (ITEM INTENTIONALLY DELETED)
27. (ITEM INTENTIONALLY DELETED)
28. (ITEM INTENTIONALLY DELETED)
29. (ITEM INTENTIONALLY DELETED)
30. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON
THE FRONT DOOR THREE DIMENSIONAL SUBDIVISION PLAT RECORDED MAY 15, 2008
AT RECEPTION N0. 200812000.
31. TERMS, CONDITIONS AND PROVISIONS OF ORDER OF INCLUSION RECORDED JUNE 09,
2008 AT RECEPTION NO. 200812000.
32. TERMS, CONDITIONS AND PROVISIONS OF ACCESS AND SUPPORT EASEMENT AGREEMENT
RECORDED , 2008 AT RECEPTION NO.
33. TERMS, CONDITIONS AND PROVISIONS OF SPA EASEMENT AGREEMENT RECORDED
AT RECEPTION NO.
34. TERMS, CONDITIONS AND PROVISIONS OF WATER UTILITY EASEMENT RECORDED
AT RECEPTION N0.
35. TERMS, CONDITIONS AND PROVISIONS OF ENCRAOCHMENT EASEMENT AGREEMENT
RECORDED AT RECEPTION N0.
ALTA COMMITMENT
Schedule B - Section 2
(Exceptions) Our Order No. VB50011670.1
The policy or policies to be issued will contain exceptions to the following unless the same are disposed
of to the satisfaction of the Company:
36. THOSE PROVISIONS, COVENANTS AND CONDITIONS, EASEMENTS, AND RESTRICTIONS,
WHICH ARE A BURDEN TO THE CONDOMINIUM UNIT DESCRIBED IN SCHEDULE A, BUT
OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR,
RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS,
DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS
SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT
SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW AS CONTAINED
IN INSTRUMENT RECORDED AT RECEPTION N0.
37. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON
THE PLAT FOR THE CHALETS AT THE LODGE AT VAIL RECORDED AT
RECEPTION NO.
38. DEED OF TRUST TO THE PUBLIC TRUSTEE OF EAGLE COUNTY, SECURITY AGREEMENT,
FINANCING STATEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING,
DATED MARCH 19, 2007 FROM THE CHALETS AT THE LODGE AT VAIL, LLC, A
COLORADO LIMITED LIABILITY COMPANY FOR THE USE OF WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND U. S. BANK NATIONAL
ASSOCIATION TO SECURE THE SUM OF 12300000000, AND ANY OTHER AMOUNTS
PAYABLE UNDER THE TERMS THEREOF, RECORDED MARCH 22, 2007 UNDER RECEPTION
N0. 200707455 AND RERECORDED APRIL 4, 2007 UNDER RECEPTION NO. 200708739.
SAID DEED OF TRUST WAS FURTHER SECURED BY ASSIGNMENT OF RENTS AND LEASES
EXECUTED BY THE CHALETS AT THE LODGE AT VAIL, LLC, A COLORADO LIMITED
LIABILITY COMPANY FOR THE BENEFIT OF WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS ADMINISTRATIVE AGENT RECORDED MARCH 22, 2007, UNDER
RECEPTION NO. 200707456 AND RERECORDED APRIL 4, 2007 UNDER RECEPTION NO.
200708740.
DISBURSER'S NOTICE IN CONNECTION WITH SAID DEED OF TRUST WAS RECORDED MARCH
22, 2007, UNDER RECEPTION NO. 200707457 AND RERECORDED APRIL 4, 2007 UNDER
RECEPTION NO. 200708741.
DISBURSER'S NOTICE IN CONNECTION WITH SAID DEED OF TRUST WAS RECORDED APRIL
03, 2007, UNDER RECEPTION N0. 200708483.
After recording, please return to: DRAFT
D O June 10,2008
Otten, Johnson, Robinson, � � � � �
Neff& Ragonetti, P.C.
950 17th Street, Suite 1600
Denver, Colorado 80202
Attn: Amy K. Hansen, Esq.
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CONDOMINIUM DECLARATION
FOR
THE CHALETS
AT -
THE LODGE AT VAIL
, 2008
654214.18
TABLE OF CONTENTS e
ARTICLE 1 DEFINITIONS AND EXHIBITS..........................................................................2
1.1 Definitions..............................................................................................................2
1.2 Exhibits..................................................................................................................9
ARTICLE 2 CREATION OF THE CONDOMINIUM PROJECT; UNITS AND
ALLOCATIONS....................................................................................................9
2.1 Creation..................................................................................................................9
2.2 Name......................................................................................................................9
2.3 Division of Property...............................................................................................9
2.4 Designation of Boundaries.....................................................................................9
2.5 Unit Subdivisions, Connections and Boundary Changes ..................................... 10
2.6 Limited Common Elements................................................................................. 10
2.7 Allocations........................................................................................................... 11
2.8 Reservation of Special Declarant Rights ............................................................. 11
2.9 Number of Units ........:......................................................................................... 12
ARTICLE3 EASEMENTS...................................................................................................... 13
3.1 Easements Benefiting Owners............................................................................. 13
3.2 Easements Benefiting Association....................................................................... 13
3.3 Easements Benefiting Declarant.......................................................................... 13
3.4 Access and Support Easement............................................................................. 14
3.5 Easements for Encroachments............................................................................. 14
3.6 Easements to Repair, Maintain, Restore and Reconstruct................................... 14
3.7 Easements for Utilities and Mechanical Equipment............................................ 14
3.8 Right of Entry ...................................................................................................... 15
3.9 Additional Easements .......................................................................................... 15
3.10 Easements Run with Property.............................................................................. 15
3.11 Other Recorded Easements and Licenses Affecting the Property....................... 15
ARTICLE 4 COVENANTS, CONDITIONS AND RESTRICTIONS.................................... 16
4.1 Administration..................................................................................................... 16
4.2 Compliance.......................................................................................................... 16
4.3 Units..................................................................................................................... 16
4.4 Association's Units.............................................................................................. 16
4.5 Prohibited Uses Generally ................................................................................... 16
4.6 Manner of Use...................................................................................................... 17
4.7 Rules .................................................................................................................... 18
4.8 Indemnity............................................................................................................. 18
4.9 Provisions Run with Property.............................................................................. 19
4.10 Enforcement......................................................................................................... 19
ARTICLE 5 OPERATION, MAINTENANCE AND REPAIR...............................................20
5.1 Association's Duties ............................................................................................20
5.2 Owners' Duties ....................................................................................................21
5.3 Maintenance Standard..........................................................................................21
ARTICLE 6 THE ASSOCIATION AND BOARD .................................................................21
i
654214.18
TABLE OF CONTENTS
6.1 Formation of the Association; Membership ........................................................21
6.2 Powers..................................................................................................................21
6.3 Budget..................................................................................................................23
ARTICLE 7 CONSTRUCTION DEFECTS, DISPUTES, DISPUTE RESOLUTION
ANDLITIGATION.............................................................................................24
7.1 Testing for Construction Defects.........................................................................24
7.2 Consensus for Association Litigation..................................................................25
7.3 Alternative Method for Resolving Disputes........................................................25
7.4 Claims.........................................................................:........................................25
7.5 Mandatory Procedures.........................................................................................26
7.6 Legal Proceedings................................................................................................29
7.7 Enforcement of Declaration, Bylaws, and Rules.................................................29
ARTICLE8 ASSESSMENTS..................................................................................................29
8.1 General Assessments ...........................................................................................29
8.2 Special Assessments ............................................................................................31
8.3 Working Capital Fund..........................................................................................33
8.4 Payment of Assessments;Notice and Acceleration.............................................33
8.5 Enforcement of Assessments...............................................................................33
8.6 Disputes and Records...........................................................................................34
8.7 Owners not Exempt from Liability......................................................................34
8.8 Declarant's Responsibility for Assessments........................................................34
ARTICLE9 ALTERATIONS..................................................................................................34
9.1 Permitted Unit Alterations...................................................................................34
9.2 Boundary Relocation ...........................................................................................35
9.3 Connection of Adjoining Units............................................................................36
9.4 Unit Disconnection..............................................................................................37
9.5 Construction.........................................................................................................38
9.6 Alteration of Common Elements.........................................................................39
9.7 Alterations by Declarant......................................................................................39
ARTICLE10 INSURANCE.......................................................................................................40
10.1 Association's Insurance.......................................................................................40
10.2 Owners' Insurance...............................................................................................42
10.3 Certificates of Insurance;Notices of Unavailability............................................43
10.4 Waiver of Claims.................................................................................................43
10.5 Proceeds...............................................................................................................43
ARTICLE11 CASUALTY........................................................................................................44
11.1 Restoration Decision............................................................................................44
11.2 Disposition of Insurance Proceeds.......................................................................45
11.3 Manner of Restoration.........................................................................................45
11.4 No Abatement......................................................................................................46
ARTICLE12 CONDEMNATION.............................................................................................46
ii
654214.18
TABLE OF CONTENTS ,
12.1 Taking of Condominiums....................................................................................46
12.2 Taking of Common Elements..............................................................................46
ARTICLE 13 TERMINATION..................................................................................................47
13.1 Termination Agreement.......................................................................................47
13.2 Sale of Condominium Project..............................................................................47
13.3 Proceeds...............................................................................................................47
ARTICLE 14 AMENDMENT....................................................................................................48
14.1 Required Votes.....................................................................................................48
14.2 Amending Documents .........................................................................................49
ARTICLE 15 OWNER'S ACKNOWLEDGMENTS AND WAIVERS...................................49
15.1 Owner's Acknowledgments.................................................................................49
15.2 Mountain Recreation Fees; Ski Access................................................................51
15.3 Disclaimer............................................................................................................52
15.4 No View Easement ..............................................................................................52
15.5 Geologically Sensitive Area ................................................................................52
15.6 Security................................................................................................................52
15.7 Inspection by Others; Waiver of Post Inspection Liability..................................52
15.8 Mold Disclosure and Waiver...............................................................................53
15.9 Radon Disclosure and Waiver ..........:..................................................................54
ARTICLE 16 CONVEYANCING AND ENCUMBR.ANCING............................................... 55
16.1 Units.....................................................................................................................55
16.2 Common Elements............................................................................................... 55
16.3 New Owner Liability...........................................................................................55
16.4 Estoppel Certificates............................................................................................ 56
ARTICLE 17 GENERAL PROVISIONS ..................................................................................56
17.1 The Act; Severability...........................................................................................56
17.2 Interpretation of Declaration................................................................................56
17.3 Notices .................................................................................................................57
17.4 Partition................................................................................................................ 57
17.5 Assignment of Special Declarant Rights .............................................................57
17.6 Taxation of Units.................................................................................................57
EXHIBIT A THE PROPERTY .................................................................................................A-1
EXHIBIT B COMMON ALLOCATIONS ...............................................................................B-1
EXHIBIT C OTHER RECORDED EASEMENTS AND LICENSES AFFECTING THE
PROPERTY.......................................................................................................G 1
EXHIBIT D ARBITRATION RULES......................................................................................D-1
iii
654214.18
CONDOMINIUM DECLARATION FOR D n � � �
THE CHALETS � uu �
AT
THE LODGE AT VAIL
THIS CONDOMINIUM DECLARATION FOR THE CHALETS AT THE LODGE AT
VAIL (this "Declaration") is made as of , 200_, by THE
CHALETS AT THE LODGE AT VAIL, LLC, a Colorado limited liability company.
RECITALS
This Declaration is made with respect to the following facts:
A. "Declarant" is the owner of the "Property" (as those terms are defined in
Section 1.1).
B. The Property and certain adjacent properties have been developed in connection
with Declarant's redevelopment of the Vail Mountain Vista Bahn chairlift base area, commonly
referred to as the "Front Door." As of the date of this Declaration, the Front Door
redevelopment project includes or is projected to include, among other things, subterranean
tunnel accessways with parking garages and loading/delivery facilities (collectively, the
"Subterranean Service Area"); a new spa club/fitness facility adjacent to or incorporated
physically into The Lodge at Vail (the "Spa"); a ski club facility (the "Ski Club"); a skier
services facility with commercial retail uses; and an adjoining open-air entertainment and events
area (collectively, the "Front Door Projects"). Although certain portions of the Subterranean
Service Area are located underneath certain portions of the "Condominium Project" (as defined
in Section 1.1) (each within a separate three-dimensional subdivision lot), the Condominium
Project will be owned, maintained and operated independently of and is physically separate from
the other properties comprising the Front Door Projects, including the Subterranean Service
Area.
C. The Property contains six multi-level residences in three "Buildings" (as defined
in Section 1.1). The Buildings enjoy ingress and egress to and from a parking garage containing,
among other things, vehicular parking, drive aisles, storage units and access hallways for the
residences in such Buildings (collectively, the "Parking Garage"). Through the exercise of
"Special Declarant Rights" and "Development Rights" (as both of those terms are defined in
Section 1.1), Declarant intends to expand the Condominium Project to contain an additional
three Buildings with seven additional multi-level residences, with two of those additional
Buildings enjoying ingress and egress to and from the Parking Garage, and the remaining
Building having its own independent parking area, although such Building will still be
structurally integrated with the remainder of the Condominium Project at the Parking Garage
level.
D. In accordance with the provisions of the "Act" (as defined in Section 1.1),
Declarant desires to establish the Property as a condominium project consisting of condominium
units designated for separate ownership and common elements designated for ownership in
common by the owners of those condominium units.
654214.18
DECLARATION
NOW, THEREFORE, Declarant declares as follows:
ARTICLE 1
DEFINITIONS AND EXHIBITS
1.1 Definitions. The following initially-capitalized, defined terms have the respective
meanings set forth below:
"Access Road" means the private access road providing ingress and egress between the
Condominium Project and the existing public right-of-way of Vail Road. Pursuant to the
Easement Agreement, certain properties adjacent to the Condominium Project may also use the
Access Road.
"Act" means the Colorado Common Interest Ownership Act, C.R.S. § 38-33.3-101,
et seq., as amended from time to time.
"Alteration" is defined in Section 9.5.
"Amenities" means the Spa and the Ski Club and the services and amenities offered
thereby, which Ski Club may include, without limitation, a great room that may be used from
time to time to host private entertainment or social events on a"for hire" or other basis as may be
determined by the Ski Club owner/operator from time to time, as the Spa and Ski Club may each
be developed as part of the Front Door Projects pursuant to the determination of Declarant and/or
its affiliates.
"Amenity Access Fees" is defined in Section 8.2.
"Assessments" means General Assessments and Special Assessments.
"Association" means The Chalets at The Lodge at Vail Homeowners Association, Inc., a
nonprofit Colorado corporation, formed or to be formed pursuant to Section 6.1.
"Board" means the Board of Directors of the Association.
"Boundary Relocation" means the relocation of the boundary or boundaries separating
two or more adjoining Units.
"Building" means each of the three residential buildings located on the Property, each of
which consists of multiple levels, some of which are subterranean. There axe two Residences in
each Building. Initially, there are three Buildings located on the Property, known as Building
One, Building Two and Building Four.
"Bylaws" means the Articles of Incorporation and the Bylaws of the Association.
"Casualty" is defined in Section 11.1.
654214.18 2 ,
"Central Mechanical Equipment" means all plumbing, HVAC, hot water, electrical
and/or mechanical equipment that is designed to generate service for all of the Units and certain
interior Common Elements in the Parking Garage, including, without limitation, any submeters
installed pursuant to Section 8.1(b). The Central Mechanical Equipment constitutes a part of the
General Common Elements. In no event shall the Snowmelt System or any part thereof be
considered a part of the Central Mechanical Equipment.
"Claims" is defined in Section 7.3.
"Club Membership Agreement" means that certain Club Membership Agreement
between the Association and the Ski Club of even date herewith pursuant to which each Owner is
entitled to a"Social Membership" in the Ski Club, subject to the terms and conditions of the Ski
Club's governing documents and the terms and conditions in the Club Membership Agreement.
"Commercial Activities" is defined in Section 15.1(c).
"Commercial Acti�ity Areas" means the properties nearby and adjacent to the
Condominium Project upon which the Commercial Activities will be conducted.
"Common Allocation" means, with respect to each Unit, the percentage allocated to the
Unit as set forth on Exhibit B. The Common Allocation for each Unit has been determined by
dividing the Measured Area of the Unit by the total Measured Area of all the Units. As
additional Units are created pursuant to Declarant's exercise of Development Rights in
accordance with Section 2.8(a), the Common Allocation for each Unit shall, upon creation of
such additional Units, be recalculated by dividing the Measured Area of the Unit by total
Measured Area of all the Units, including the newly added Units.
"Common Alteration" is defined in Section 9.6(b).
"Common Element Taking" is defined in Section 12.2.
"Common Elements" means all portions of and areas within the Condominium Project
that are not part of the Units. Limited Common Elements and General Common Elements are
both part of the Common Elements. A portion of the Common Elements may be referred to as a
"Common Element."
"Common Expenses" means, except for those costs and expenses expressly excluded
below, all costs, expenses and financial liabilities incurred by the Association pursuant to this
Declaration or the Bylaws including, without limitation: all costs incurred by the Association
pursuant to the Easement Agreement; all costs of operating, managing, administering, securing,
protecting, insuring, ventilating, lighting, decorating, cleaning, maintaining, repairing, renewing,
replacing or restoring (to the extent not covered by insurance or condemnation proceeds), the
Common Elements, including the Central Mechanical Equipment; all costs of providing water,
sewer, waste disposal, telecommunications, electricity, natural gas and other services, energy and
utilities to, the Common Elements and the Association's personal property and equipment
located in, or used in connection with the operation or maintenance of, the Common Elements;
all costs of providing utility services to the Units to the extent not charged directly to the Unit
Owners pursuant to Section 8.1(b) or by the service provider; taxes on any property owned by
654214.18 �
the Association; and funding of working capital and reasonable reserves for Common Expenses.
Except to the extent provided in Sections 8.3 and 16.3(c), Common Expenses will not include
Limited Benefit Expenses, Reimbursable Expenses, the costs of any Restoration Deficit,
Voluntary Capital Expenses or any other cost or expense which, pursuant to this Declaration,
may be separately assessed (i.e., in addition to General Assessments for Common Expenses)
against one or more but fewer than all Condominiums.
"Condominium" means a Unit, together with the undivided interest in the Common
Elements and all Easements, rights, licenses and appurtenances allocated or made appurtenant to
the Unit pursuant to this Declaration.
"Condominium Project" means the condominium, as defined in Section 103(9) of the
Act, created by this Declaration and consisting of the Property and all improvements located
thereon.
"Construction Activities" is defined in Section 15.1(b).
"Deck" is defined in Section 2.6(a).
"Declarant" means The Chalets at The Lodge at Vail, LLC, a Colorado limited liability
company, or any Person designated as a successor to Declarant's rights and obligations under
this Declaration in a written instrument signed by Declarant recorded in the Records.
Notwithstanding the foregoing, Special Declarant Rights may be transferred only in accordance
with Section 304 of the Act.
"Declarant Control Period" means the period beginning on the date the Association is
formed and ending on the first to occur of(i) 60 days after 75% of the total number of Units that
may be created pursuant to Section 2.9 have been conveyed to Owners other than Declarant;
(ii) two years after the last conveyance of a Unit by Declarant in the ordinaxy course of business;
(iii) two years after any right to create new units pursuant to this Declaration was last exercised;
or (iv)the date on which Declarant, in its sole discretion, voluntarily terminates the Declarant
Control Period pursuant to a Recorded statement of termination executed by Declarant. If
Declarant terminates the Declarant Control Period pursuant to the preceding clause (iv),
Declarant may require that, for the balance of what would have been the Declarant Control
Period had Declarant not terminated it, certain actions of the Association or the Board, as
described in the Recorded statement of termination, be approved by Declarant before they
become effective.
"Declarant Development Period" means the period beginning on the date this
Declaration is Recorded and ending on the tenth anniversary of the date on which this
Declaration was Recorded.
"Delinquency Costs" is defined in Section 8.5.
"Development Rights" is defined in Section 2.8(a).
"Easement Agreement" means the Access and Support Easement Agreement between
Declarant, , and recorded in the Records on
6542,4.�8 4
, 200 , at Reception No. . Among other things, the Easement
Agreement provides that the Association and the owner of the Access Road shall share in the
costs of operating, maintaining, repairing and replacing the Snowmelt System.
"Easements" means all easements that burden or benefit the Condominium Project or a
portion of it, including (i) easements established or granted under this Declaration; (ii) easements
established or granted under the Easement Agreement; (iii) easements which first burdened or
benefited the Property before the Recording of this Declaration; and (iv) easements which first
burden or benefit the Property after this Declaration is recorded.
"Elevator" means an elevator servicing a Unit, including the airspace shaft for the
elevator, the cab of the elevator and all mechanical equipment exclusively servicing the elevator.
Each Elevator is a Limited Common Element allocated to the applicable Unit, as labeled on the
Map.
"First Mortgage" means a Mortgage that is Recorded and has priority of record over all
other Recorded liens except those lines made superior by statute (e.g., general ad valorem tax
liens and special assessments and mechanics' liens).
"First Mortgagee" means the holder, from time to time, of a First Mortgage on any Unit
or Units as shown by the Records. If there is more than one holder of a First Mortgage, the
holders will be treated as, and act as, one First Mortgagee for all purposes under this Declaration
and the Bylaws.
"Fiscal Year" means the fiscal accounting and reporting period of the Association
selected by the Board from time to time.
"Front Door" is defined in Recital B.
"Front Door Projects" is defined in Recital B.
"General Assessments" is defined in Section 8.1.
"General Benefit Expense" is defined in Section 8.3(a).
"General Common Elements" means all Common Elements that are not Limited
Common Elements. For example, all pedestrian walkways, all landscaping at the Condominium
Project are General Common Elements. A portion of the General Common Elements may be
referred to as a"General Common Element" (and labeled on the Map as "GCE").
"Indemnity Claims" is defined in Section 4.8.
"Limited Benefit Expenses" is defined in Section 8.3(b).
"Limited Common Elements" means the portions of the Common Elements allocated to
the exclusive use of one or more, but fewer than all, of the Units. For example, all portions of
the exterior of each Building are Limited Common Elements allocated to the Units located in
such Building, and any Deck or Patio connected to a Unit is a Limited Common Element
654214.18 �
allocated to such Unit. A portion of the Limited Common Elements may be referred to as a
"Limited Common Element." Some of the Limited Common Elements are designated in this
Declaration and on the Map and identified by the initials "LCE" followed by the number of the
Unit to which the Limited Common Elements are allocated. For example, a Limited Common
Element allocated only to the use of Unit 1 may be identified as "LCE-1."
"Map" means the Condominium Plat for The Chalets at The Lodge at Vail, which was
Recorded on the same date as this Declaration and is made a part of this Declaration, as such
Condominium Plat for The Chalets at The Lodge at Vail may be amended in accordance with
this Declaration.
"Measured Area" means for each Unit the area in square feet of all floor space included
in the Unit measured from the vertical boundaries of the Unit (as described in Section 2.4).
"Mechanical Equipment" means all plumbing, hot water, electrical and/or mechanical
equipment that generates utility or other services benefiting the Condominium Project or portions
thereof.
"Mold" is defined in Section 15.9.
"Mortgage" means an unpaid or outstanding mortgage, deed of trust, deed to secure debt
or any other form of security interest encumbering a Unit.
"Mountain Activities" is defined in Section 15.1(a).
"Mountain Recreational Areas" is defined in Section 15.1(a).
"Owner" means a Person or Persons, including Declarant, owning fee simple title to a
Unit from time to time. The term Owner includes a contract vendee under an installment land
contract, but does not include the vendor under such a contract or a Security Holder (unless and
until a Security Holder becomes an owner in fee simple of a Unit).
"Parking Garage" is defined in Recital C.
"Parking Space" means each parking space that is designated on the Map.
"Patio" is defined in Section 2.6(b).
"Permitted Unit Alteration" is defined in Section 9.1.
"Permittee" means a Person, other than an Owner, rightfully present on or in rightful
possession of a Unit or Common Element, or a portion of a Unit or Common Element; including,
without limitation, (i) a tenant of an Owner or the Association; or (ii) an agent, employee,
customer, contractor, licensee, guest or invitee of an Owner, the Association, or a tenant of either
of them.
"Person" means a natural person, corporation, partnership, limited liability company,
trust or other entity, or any combination of them.
6542�4.�8 6
"Property" means the real property described on Exhibit A and on which the
Condominium Project is located.
"Records" means the real property records maintained by the Clerk and Recorder of
Eagle County, Colorado; to "Record" or "Recording" means to file or filing for recording in the
Records; and"of Record" or"Recorded" means recorded in the Records.
"Reimbursable Expenses" is defined in Section 8.3(c).
"Reserve Fund" is defined in Section 6.3.
"Residence" means a residential dwelling located in a Building, each of which consists
of multiple levels, some of which are subterranean.
"Restoration Deficit" is defined in Section 8.3(d).
"Rules" means the policies, procedures, rules and regulations that the Association adopts
from time to time.
"Security for an Obligation" means the vendor's interest in an installment land
contract, the mortgagee's interest in a mortgage, the beneficiary's interest in a deed of trust, the
purchaser's interest under a sheriff's certificate of sale during the period of redemption, or the
holder's or beneficiary's interest in a lien.
"Security Holder" means any Person owning or holding a Security for an Obligation
encumbering a Condominium, including any First Mortgagee.
"Shared Area" is defined in Section 9.3(a).
"Ski Club" is defined in Recital B.
"Snowmelt System" means the snowmelt system servicing both the Access Road and the
Condominium Project. While the Snowmelt System is owned by the owner of the Access Road,
certain portions of the Snowmelt System are located within the Condominium Project, including
the central operating plant for the Snowmelt System and water lines designed to provide
snowmelt to certain outdoor hardscaped areas within the Project.
"Spa" is defined in Recital B.
"Spa Easement Agreement" means the Spa Easement Agreement between Declarant
and Lodge Properties, Inc., recorded in the Records on , 200 , at Reception No.
. Among other things, the Spa Easement Agreement provides for ongoing access
to and use of the Spa, on the terms and conditions contained therein, by Owners and their
Permittees.
"Special Assessments" is defined in Section 8.3.
"Special Declarant Rights" means the rights reserved by Declarant in Section 2.8.
654214.18 �
"Subterranean Service Area" is defined in Recital B.
"Supplemental Declaration" means an amendment to this Declaration prepared and
Recorded by Declarant as necessary to exercise Development Rights pursuant to Section 2.8(a).
"Supplemental Map" means an amendment to the Map prepared and Recorded by
Declarant as necessary to exercise Development Rights pursuant to Section 2.8(a).
"Taking" is defined in Section 12.1.
"Termination Agreement" is defined in Section 13.1.
"Termination Allocation" is defined in Section 13.3.
"Town" means the Town of Vail, Colorado.
"Unit" means a portion of the Condominium Project designated for separate ownership.
Each Unit is designated for separate ownership in this Declaration, and its boundaries are
delineated on the Map and described in Section 2.4. The definition of "Unit" excludes all
Common Elements, including, without limitation, (a) any Limited Common Elements allocated
exclusively or otherwise to the Unit, and (b) any Common Elements passing through or existing
partly or wholly inside the boundaries of the Unit (e.g., any ducts, pipes flues, chases or
equipment serving portions of the Condominium Project other than the Unit).
"Unit Connection" is defined in Section 9.3(a).
"Unit Disconnection" is defined in Section 9.4(a).
"Unit Mechanical Equipment" means the Mechanical Equipment located within and
generating service for exclusively a single Unit, as well as HVAC and other mechanical
equipment located outside a Unit, but exclusively serving the Unit. Unit Mechanical Equipment
is a part of the Unit in which it is located or the Unit which it exclusively serves. In no event
shall Unit Mechanical Equipment be defined to include any Central Mechanical Equipment or
any Utility/Service Elements.
"Utility/Service Elements" is defined in Section 2.4(c).
"Voluntary Capital Expenses" is defined in Section 8.3(e).
"Working Capital Fund" is defined in Section 8.4.
1.2 Exhibits. The Exhibits listed below are attached to and incorporated in this Declaration:
Exhibit A—The Property
Exhibit B - Common Allocations
Exhibit C - Other Recorded Easements and Licenses Affecting the Property
Exhibit D - Arbitration Rules
654214.I8 �
ARTICLE 2
CREATION OF THE CONDOMINIUM PROJECT; UNITS AND ALLOCATIONS
2.1 Creation. Declarant declares that, upon the Recording of this Declaration executed
pursuant to the Act, the Property will be a "condominium" within the meaning of Section 103(9)
of the Act and, thus, constitutes the Condominium Project.
2.2 Name. The name of the Condominium Project is"The Chalets at The Lodge at Vail."
2.3 Division of Propertv. Declarant, pursuant to the Act, hereby divides the Property into the
Units (identified by number on Exhibit B and depicted on the Map) and the Common Elements
and designates the Units for separate ownership and the Common Elements for common
ownership solely by the Owners.
2.4 Desi�nation of Boundaries.
(a) Units. The vertical and horizontal boundaries of each of the Units are described
below and are graphically depicted on the Map.
(i) Horizontal Boundaries. The upper horizontal boundary of each Unit is the
underside of the joist in the unfinished ceiling of the top level contained in such Unit.
The lower horizontal boundary of each Unit is the unfinished surface of the top of the
floor slab or subfloor immediately beneath the lowest level contained in such Unit.
(ii) Vertical Boundaries. The vertical boundaries of each Unit are generally
the unfinished interior surface of the wallboard or plasterboard forming a part of the
perimeter walls of the Unit as depicted on the Map. Without limiting the generality of
Section 9.6(a), no Owner may remove, penetrate or do anything to otherwise impair the
fire-separation capability or acoustical separation capability of any perimeter wall
forming the vertical boundary of any Unit.
(b) Structural Elements. All structural elements within the Condominium Project are
Common Elements. Any structural elements located in a Building to the extent not load-bearing
for any other portion of the Condominium Project are Limited Common Elements allocated to
the Units located in that Building. For example, the roof and exterior of a particular Building are
Limited Common Elements allocated to the Units located in that Building. All other structural
elements within the Condominium Project are General Common Elements.
(c) Utility/Service Elements. Any shafts, chutes, flues, ducts, vents, chases, pipes,
wires, conduits or utility lines that transmit, carry or deliver utilities or other services
(collectively, "Utility/Service Elements") and that exclusively serve a single Unit and/or Limited
Common Elements allocated exclusively to such Unit but that are not located entirely within the
Unit are Limited Common Elements allocated to the Unit. Any Utility/Service Elements that
exclusively serve a General Common Element are a part of the General Common Elements. Any
Utility/Service Elements that serve two or more but fewer than all Units and/or Limited Common
Elements allocated to those Units are Limited Common Elements allocated to such Units. Any
Utility/Service Elements that serve all of the Units are General Common Elements. In no event
shall Utility/Service Elements be deemed to include the Unit Mechanical Equipment.
654214.18 J
(d) Unit Mechanical Equipment. Each Unit includes its Unit Mechanical Equipment,
wherever located.
(e) Improvements in Unit. Subject to Sections 2.4(b), 2.4(c) and 2.4(d) above, all
spaces, interior partitions and other fixtures and improvements within the boundaries of any Unit
are a part of the Unit.
(� Penetrations. Where a Unit boundary is penetrated by an opening (e.g., a flue,
chase, window, or door), the boundary at such penetration is the surface which would result from
the extension of the nearest adjacent surface comprising the boundary that is penetrated by the
opening.
2.5 Unit Subdivisions, Connections and Boundarv Chan es. No Unit may be subdivided into
two or more Units except by Declarant pursuant to Section 2.8(d); provided, however, that no
Unit may be subdivided by Declarant, if as a result of the subdivision, there would be more than
20 Units in the Condominium Project. Subject to this Section 2.5, a Boundary Relocation may
be made by Declarant pursuant to Section 2.8(d) or by Owners pursuant to Section 9.2; a Unit
Connection may be made pursuant to Section 9.3; and a Unit Disconnection may be made
pursuant to Section 9.4.
2.6 Limited Common Elements. The Limited Common Elements consist of those designated
in the Act, those designated in Section 2.4(c), those designated by the Board pursuant to
Section 9.3,those designated "LCE" or otherwise allocated on the Map, and the following:
(a) Deck. Each area entitled "Deck" on the Map is an exterior deck area (a "Deck").
The air space above each Deck, from its finished floor surface to the lower of 10 feet above its
finished floor surface or the underside of any soffit or other portion of the exterior of the
Building that projects over the Deck, or portion thereof, constitutes a Limited Common Element
allocated for the exclusive use of the Unit to which the Deck is allocated, as shown on the Map
(e.g., the Deck designated on the Map as "LCE-1" is allocated to the exclusive use of Unit 1).
(b) Patio. Each area entitled "Patio" on the Map is an exterior patio area (a "Patio").
The air space above each Patio, from its finished floor surface to the lower of 10 feet above its
finished floor surface or the underside of any soffit or other portion of the exterior of the
Building that projects over the Patio, or a portion thereof, constitutes a Limited Common
Element allocated for the exclusive use of the Unit to which the Patio is allocated, as shown on
the Map (e.g., the Patio designated on the Map as "LCE-1" is allocated to the exclusive use of
Unit 1).
(c) Doors and Windows. All doors and windows in the boundary walls of a Unit are
Limited Common Elements allocated to the Unit. The glazing, sashes, frames, sills, thresholds,
hardware, flashing and other components of those doors and windows are parts of the doors and
windows and are allocated pursuant to this Section 2.6(c).
2.7 Allocations.
(a) Ownership of Common Elements. Each Unit is allocated a percentage of
undivided interest in the Common Elements equal to its Common Allocation.
654214.18 1�
.
(b) Liability for Common Expenses. Each Unit is allocated, and the Owner of the
Unit is liable for, a percentage of all Common Expenses equal to the Unit's Common Allocation.
All other costs and expenses of the Association are allocated among the Units as otherwise
provided in this Declaration (such as the allocation of Limited Benefit Expenses set forth in
Section 8.3(a), the allocation of Reimbursable Expenses set forth in Section 8.3(c), and the
allocation of Voluntary Capital Expenses set forth in Section 8.3(e)).
(c) Votes in the Association. In all matters coming before the Association for which
a vote of the Owners is required, each Unit is allocated one vote Notwithstanding the foregoing,
the Association is not entitled to any votes for any Unit(s) it owns.
2.8 Reservation of Special Declarant Ri�. Declarant reserves the following Special
Declarant Rights:
(a) Development Rights. During the Declarant Development Period, Declarant may
but is not obligated to (i) construct and create additional Units and Common Elements;
(ii) convert Units into Common Elements; (iii)withdraw real estate from the Property;
(iv) convert Common Elements or portions of Common Elements into Units as further described
in Section 2.8(b) below; (v)reallocate designated Common Elements as Limited Common
Elements as further described in Section 2.8(b) below; or (vi) add any other real estate to the
Property to the extent allowed under the Act, including, without limitation, Section 222 (the
"Development Rights"). The Development Rights apply to all portions of the Property but are
subject to the limitations of Section 2.9. The Development Rights may be exercised with respect
to different portions of the Property at different times, and no assurances are made regarding the
specific boundaries of such portions of the Property or the order in which any of the
Development Rights may be exercised with regard to such portions of the Property, and the
exercise of any Development Right in any portion of the Property shall not obligate Declarant to
exercise such Development Right in all or any other part of such portion of the Property.
Declarant may exercise any Development Right by preparing, executing and Recording a
Supplemental Declaration as necessary to effectuate the exercise of such Development Right,
which Supplemental Declaration shall be accompanied by a Supplemental Map, as required by
the Act. If Declarant, by exercising any Development Right, creates any new Common
Elements, then the Supplemental Declaration shall describe such newly created Common
Elements. If Declarant, by exercising any Development Right, creates any new Units, such
Supplemental Declaration shall include a revised Exhibit B, which shall show the new Common
Allocations for all of the Units, calculated in accordance with the formula included in the
definition of Common Allocation in Section 1.1. Except as expressly provided to the contrary in
this Declaration, Declarant's exercise of any Development Right does not require the consent of
any other Owner.
(b) Conversion of Common Elements into Units or Limited Common Elements.
During the Declarant Development Period and in accordance with its rights under
Section 2.8(a)(iv) and (v), Declarant may construct new Buildings containing additional Units
within the Condominium Project and may create certain additional Limited Common Elements
for the exclusive use of one or more such newly-created and/or existing Units, by converting
existing General Common Elements into such Limited Common Elements. The portions of the
Condominium Project which may contain such additional Buildings, Units and Limited Common
� 654214.18 1 1
Elements are designated on the Map as "Subject to Development Rights and Conversion into
Units and/or Limited Common Elements," in accordance with Sections 205(1)(g) and 208(3) of
CCIOA.
(c) Improvements. During the Declarant Development Period, Declarant may, but is
not required to, complete any one or more of the following improvements or alterations at the
sole cost and expense of Declarant: (i) constructing any improvements indicated on the Map;
(ii) remodeling, refurbishing or improving any one or more of the Common Elements;
(iii) remodeling or refurbishing any Unit owned by Declarant; (iv) removing and reinstalling or
relocating the Condominium Project's mailboxes; (v) installing security equipment, such as
cameras, monitors and video recorders, on or about the Property; (vi) installing utility lines,
running through existing or newly created chases in the Common Elements or in any or all of the
Units, as may be necessary or desirable to provide additional utility services in some or all of the
Units; (vii) constructing or installing lighting in or on any of the Common Elements; and
(viii) constructing or installing signage relating to the Condominium Project.
(d) Boundarv Relocation; Subdivision. During the Declarant Development Period,
Declarant may from time to time make Boundary Relocations affecting any Unit(s) then owned
by Declarant or may subdivide any Unit then owned by Declarant into two or more Units,
subject to Section 2.5. To effect a Boundary Relocation or subdivision during the Declarant
Development Period, Declarant shall execute, acknowledge and Record a Supplemental
Declaration and Supplemental Map showing the affected Units, their new boundaries and
dimensions and any changes to their identifying numbers, and revising Exhibit B to show any
changes in Common Allocations resulting from the Boundary Relocation or subdivision. The
revised Common Allocations resulting from any Boundary Relocation or subdivision made by
Declarant must be based on the formula set forth in the definitions of"Common Allocation" and
"Measured Area" as set forth in Section 1.1. Nothing in this Section 2.8(d) prohibits Declarant,
as an Owner, from making a Boundary Relocation pursuant to Section 9.2.
(e) Marketin�. During the Declarant Development Period, Declarant may maintain
sales offices, management offices and model Unit(s) in any Unit(s) owned by Declarant or in the
Common Elements, but Declarant's use of the Common Elements may not preclude access to
any Unit not owned by Declarant. Declarant may change the locations of the offices and model
Unit(s) from time to time during the Declarant Development Period. During the Declarant
Development Period, Declarant may maintain signs on any Common Elements advertising the
Units for sale and directing prospective purchasers to the offices or model Unit(s). Upon the
termination of the Declarant Development Period, Declarant has a period of 30 days to remove
any property of Declarant located on any portion of the Common Elements used for office or
model purposes.
(� Easements. Declarant may use the Easements described in Section 3.3 for so long
as those Easements remain in effect.
(g) Appoint Board and Officers. Subject to the provisions of the Bylaws, during the
Declarant Control Period Declarant may appoint and remove the members of the Board and the
officers of the Association.
6542,4.�8 1 2
(h) Amend Declaration. In addition to the amendments to this Declaration which
Declarant may expressly make pursuant to the provisions of this Declaration, Declarant may
during the Declarant Development Period amend this Declaration (including the Map) in any
manner authorized by the Act.
2.9 Number of Units. The Condominium Project consists of six Units. The maximum
number of Units that may be created, whether pursuant to Declarant's exercise of Development
Rights or pursuant to Declarant's right to subdivide pursuant to Section 2.5, is 20.
ARTICLE 3
EASEMENTS
3.1 Easements Benefitin� Owners. Each Owner, and its Permittees, has a non-exclusive
Easement over and through the Common Elements for ingress and egress to such Owner's Unit.
Each Owner has a non-exclusive Easement to use the Common Elements, subject to the terms
and conditions of this Declaration and the Rules. To the extent that any Unit is allocated the
exclusive use of a particular Limited Common Element pursuant to this Declaration and/or the
Map, (such as, for example, a Deck) the Owner of that Unit has an Easement for the exclusive
use and enjoyment of that Limited Common Element. In those cases where a Limited Common
Element is allocated to more than one Unit pursuant to this Declaration, the Owners of the Units
to which that Limited Common Element is allocated have a nonexclusive Easement for the use
and enjoyment of that Limited Common Element. Notwithstanding any provision of this
Declaration to the contrary, whenever an Owner has an Easement to use any Limited Common
Element pursuant to this Declaration, and regardless of whether the Easement is deemed
exclusive or nonexclusive or whether it concerns a Deck or another Limited Common Element,
the right of the Owner and its Permittees to use that Limited Common Element is subject to the
Easements described in Sections 3.2 through Section 3.10, inclusive.
3.2 Easements Benefiting Association. The Association has nonexclusive Easements over
and across the Common Elements, and over and across other portions of the Condominium
Project to gain access to the Common Elements, as reasonably necessary or convenient for the
Association, acting through its Permittees, to exercise its rights and perform its obligations under
this Declaration, including, without limitation, its rights and obligations to enforce this
Declaration and the Rules and to operate, manage and control the Common Elements. Without
limiting the generality of the previous sentence, the Association has an Easement to enter each
Unit to the extent reasonably required to operate, manage and control any Common Elements
within the boundaries of the Unit or as reasonably necessary to perfortn other maintenance and
repair duties imposed on the Association by this Declaration. Except in the case of emergency
situations concerning threatened injury or damage to persons or property, the Association shall
not enter into any Unit pursuant to the Easement established under this Section 3.2 without
giving reasonable advance notice to the occupant thereof.
3.3 Easements Benefitin� Declarant. Declarant reserves Easements over and across the
Common Elements as reasonably necessary for the purposes of completing the construction of
the Condominium Project, including any improvements or alterations described in Section 2.8(c),
and for the purpose of exercising any Development Rights pursuant to Sections 2.8(a) and 2.8(b);
constructing and installing any shafts, chutes, flues, ducts, vents, chases, pipes, wires, conduits or
6542�4.�8 1 3
.
utility lines necessary to serve those improvements or alterations; storing construction materials
relating to those improvements and alterations and their service elements; showing Units and
Common Elements to prospective purchasers; displaying signs; and performing any of
Declarant's obligations under this Declaration. Declarant's Easements will exist as long as
reasonably necessary for those purposes, and in any event will not expire prior to the end of the
Declarant Development Period. Without limiting the generality of the previous two sentences, if
Declarant elects to install utility lines to provide additional utility services in some or all of the
Units, Declarant will have Easements to install the utility lines and chases housing them on, over,
under, across and through the interior or exterior Common Elements.
3.4 Access and Su�port Easement. Pursuant to the Easement Agreement, the Association
and Declarant have an Easement on, over and across the Subterranean Service Area for subjacent
and lateral support of the Condominium Project, as more particularly described in the Easement
Agreement. Additionally, the Easement Agreement provides for (i) an Easement benefiting the
Owners for pedestrian and vehicular access through and over the Access Road, and (ii) an
Easement benefiting the owner of the Access Road over and across the Condominium Project as
reasonably necessary for the operation and maintenance of the Snowmelt System, as more
particularly described in the Easement Agreement. Pursuant to the Easement Agreement, the
Owners are obligated to pay for certain costs related to the Access Road and the Snowmelt
System, which costs shall be included in Common Expenses, as provided for in Section l.l, and
subject to the provisions of Section 4.8 as applicable.
3.5 Spa Access Easement and Club Membership Agreement. Pursuant to the Spa Easement
Agreement, each Owner has a non-exclusive easement to access, use and enjoy the Spa on the
terms and conditions contained therein. Any costs owing to the Spa owner/operator by the
Owners pursuant to the Spa Access Easement will constitute part of the Amenity Access Fees in
accordance with Section 8.2. In addition, pursuant to the Club Membership Agreement, each
Owner is or will become a"Social Member" in the Ski Club, subject to the terms and conditions
contained therein. Any costs owing to the Ski Club pursuant to the Club Membership
Agreement will constitute part of the Amenity Access Fees in accordance with Section 8.2.
3.6 Easements for Encroachments. If, as a result of the construction, reconstruction, shifting,
settlement, restoration, rehabilitation, alteration or improvement of the Condominium Project or
any portion of it, any Common Element encroaches upon any part of any Unit, or any part of any
Unit encroaches upon any Common Element or upon any part of another Unit, an Easement
exists for the continued existence and maintenance of the encroachment. The Easement will
continue for so long as the encroachment exists and will burden the Unit or Common Element
encroached upon and benefit the encroaching Unit or Common Element. No Easement exists for
any encroachment that is materially detrimental to or interferes with the reasonable use and
enjoyment of the Common Element(s) or Unit(s)burdened by the encroachment.
3.7 Easements to Repair, Maintain, Restore and Reconstruct. With respect to any provision
of this Declaration or the Act that authorizes or requires any Person (including, without
limitation, the Association) to repair, maintain, restore or reconstruct all or any part of any Unit
or Common Element, Easements exist as necessary or convenient to gain access and perform the
authorized or required work to the portions of the Condominium Project requiring repair,
maintenance, restoration or reconstruction, with persons, materials and equipment to the extent
654214.18 1 4
�
and for the periods reasonably necessary to enable the Person to perform the authorized or
required work. Without limiting the generality of the previous sentence, the Association has an
Easement to enter each Unit to the extent reasonably required to repair and maintain any
Common Elements located in the Unit. The Easements created under this Section 3.7 burden
those portions of the Condominium Project through which they run and benefit the Persons
authorized or required to perform, and those portions of the Condominium Project requiring, the
repair, maintenance, restoration or reconstruction. Except in the case of emergency situations
concerning threatened damage to persons or property, no Person shall enter into any Unit
pursuant to the Easement established under this Section 3.7 without giving reasonable advance
notice to the occupant thereof. Prior to exercising its access rights under this Section 3.7, each
Owner must notify the Association so that the Association may coordinate the required access
through and/or work to the Common Elements or other Units with the impacted Owners. Such
Owner's access and work may proceed only at the times and in accordance with the
arrangements approved by the Association, and such Owner will not be liable for any property
damage or loss occasioned by limitations or restrictions imposed by the Association upon any
exercise of such access rights.
3.8 Easements for Utilities and Mechanical Equipment. An Easement exists for the benefit
of each Unit and Common Element for the use of all Utility/Service Elements and the Central
Mechanical Equipment that serve the Unit or Common Element and run through any other
Unit(s) or Common Element(s). The other Unit(s) or Common Element(s) are burdened by the
Easement. In addition, an Easement exists for the benefit of each Unit for the existence of any of
its Unit Mechanical Equipment that is located within the Common Elements.
3.9 Ri�ht of Entrv. Declarant reserves for the Association an easement for the right, but not
the obligation, to enter upon any portion of the Project: (i) for emergency, security and safety
reasons; and (ii) for the purpose of ensuring compliance with this Declaration, the Bylaws and
the Rules. Such right may be exercised by any member of the Board and the Association's
officers, agents, employees and managers and, for emergency, security and safety purposes, all
police, fire and ambulance personnel and other similar emergency personnel in the performance
of their duties. This right of entry shall include the right of the Association to enter upon any
Unit to cure any condition that may increase the possibility of a fire or other hazard in the event
an Owner fails or refuses to cure such condition within a reasonable time after requested by the
Association, but shall not authorize entry into any Unit without permission of the occupant,
except by emergency personnel acting in their official capacities.
3.10 Additional Easements.
(a) Declarant's Ri�ht to Grant Easements. Declarant reserves the non-exclusive right
and power to grant and/or establish and enjoy, during the Declarant Development Period, such
additional specific easements over any portion of the Property owned by Declarant and the
Common Elements as may be necessary, in the sole discretion of Declarant, to the orderly
development of any portion of the Property.
(b) Association's Ri�ht to Grant Easements. Notwithstanding anything to the
contrary in this Declaration, the Association, acting through the Board and without the approval
of the Owners, may grant easements over the Common Elements for installation and
654214.18 �✓
,
maintenance of utilities, drainage facilities and roads and for other purposes that benefit the
Owners.
3.11 Easements Run with Property. Except for the Easements described in Section 3.3, and
without limitation upon any exercise hereafter of the rights under Section 3.10, all Easements
existing pursuant to this Article 3 are appurtenant to and run with the Property and will be
perpetually in full force and effect so long as the Condominium Project exists and inure to the
benefit of and are binding upon Declarant, the Association, Owners, Permittees, Security Holders
and any other Persons having any interest in the Condominium Project or any part of it. The
Units will be conveyed and encumbered subject to all Easements set forth in this Article 3,
whether or not specifically mentioned in the conveyance or encumbrance.
3.12 Other Recorded Easements and Licenses Affectin�the Property. The recorded easements
and licenses identified on Exhibit C, which were created prior to the date of this Declaration, and
the easements created by the Map affect the Property.
ARTICLE 4
COVENANTS, CONDITIONS AND RESTRICTIONS
4.1 Administration. The Condominium Project will be administered in accordance with the
provisions of the Act, this Declaration and the Bylaws. All Common Elements are subject to the
reasonable supervision, operation, management and control of the Association.
4.2 Compliance. Each Owner, Permittee and Security Holder and all parties claiming under
them will take and hold their right, title and interest in any Unit subject to all of the covenants
and conditions of the Act, this Declaration, and the Bylaws. Each Owner, Permittee and Security
Holder will comply with all applicable provisions of this Declaration, the Bylaws, and any Rules,
as those documents may be amended from time to time. Each Owner, Permittee and Security
Holder will comply with all applicable provisions of the Act.
4.3 Units.
(a) Permitted Uses. Except as otherwise provided in this Section 4.3(a) and
Section 4.4, each Unit may be occupied and used only for: (i)residential uses and uses
incidental to them; (ii) rentals of the entire Unit for residential purposes; and (iii) home
occupations permitted by applicable zoning laws, so long as such use is incidental to residential
use of the Unit, does not involve use of the Unit by any employee or independent contractor
(other than the Owner of the Unit), does not involve regular commercial deliveries to or from the
Unit other than small packages shipped by an express courier service, does not involve regular
visits to the Unit by any customers or prospective customers, does not materially increase the use
of any Common Elements, and is not advertised or identified by signage on any directory in the
Condominium Project. During the Declarant Development Period, Declarant may also use one
or more Units owned by Declarant for sales or management offices or for model Units.
(b) Prohibited Uses. Except as expressly provided in Section 4.3(a), no Unit may be
used for any commercial, professional, industrial or manufacturing purposes. In addition, no
Unit may be used for (i) the creation of any "time share estate" as defined in C.R.S. § 38-33-110
or any other time share, interval ownership or similar estate or interest in the Unit, no matter how
654214.18 1 6
.
described or classified, by which a purchaser, investor, tenant or licensee obtains the right to
exclusive use of the Unit on a recurring basis for a certain period of time; or (ii) any vacation
club, destination club or similar organization or reservation system whereby a member has the
right to make reservations to use the Unit as a result of inembership in such vacation club or
similar organization.
4.4 Association's Units. The Association may use any Unit it owns for any lawful purpose
relating to the performance of its obligations under this Declaration or otherwise benefiting the
Owners.
4.5 Prohibited Uses Generally. Uses other than permitted uses listed in this Article 4 are
prohibited unless the Board is expressly empowered to, and does, approve a particular prohibited
use. Where the Board is empowered to approve a particular use or action,the Board may impose
reasonable conditions upon the use or action as it deems necessary to protect the integrity of the
Condominium Project and the rights of other Owners. In addition to other uses prohibited by
this Article 4,the following uses are prohibited:
(a) Insurance Risks. No Unit may be used for any use which would constitute an
unusual fire hazard, would result in jeopardizing any insurance maintained on any part of the
Condominium Project or would result in any increase in the premium for that insurance;
provided, however, that the Board may approve the use if adequate safeguards are undertaken at
the Owner's expense and any increase in insurance premiums is allocated to, and paid by, the
Owner pursuant to Section 8.3(c)(i).
(b) Barbecue Grills. Only natural gas barbecue grills may be used on Decks or
Patios, except to the extent otherwise allowed by the Rules from time to time.
(c) Hot Tubs. No hof tubs may be placed on any exterior portion of the Property
except for a ground level Patio.
(d) Overloadin�. No Unit or Common Element may be used for any use beyond the
maximum loads the floors of the Unit or Common Element are designed to carry. Further, no
Unit or Common Element may be used for any use which would place any extraordinary burden
on any Common Element, unless the Board gives its prior written consent.
(e) Nuisance. No Unit or Common Element may be used for any use (i) constituting
a public or private nuisance; (ii) consisting of the manufacture of any product; or (iii)which
causes undue odor, noise, vibration or glare, including, without limitation, the use of any
equipment or machine. No audio system in a Unit may be operated in a manner that is audible
from within any other Unit.
(fl Violation of Law. No portion of the Condominium Project may be used for any
use which violates any law, statute, ordinance, rule, regulation or order of any governmental
authority having jurisdiction over the Condominium Project, including, without limitation, any of
them that regulate or concern hazardous or toxic waste, substances or materials.
654Z�4.�8 17
4.6 Manner of Use. The occupation and use of the Condominium Project by each Owner, the
Association and their respective Permittees are subject to the following restrictions:
(a) Pets. No animals, livestock, insects, rodents, poultry, reptiles, birds or other pets
may be kept in any Unit except usual and ordinary domestic household pets (e.g., dogs, cats,
small birds kept in cages, and similar small pets). The Board may adopt Rules from time to time
regulating pets within the Condominium Project. No pet may be kept, bred or maintained for
any commercial purpose.
(b) Leases. Subject to Section 4.3, each Owner may lease the Owner's Unit if the
lease is in writing and is expressly made subject to this Declaration. Any lease will provide that
any breach of this Declaration by the tenant will also be a breach of the lease. As to each lease,
the Owner will, within a reasonable time after execution of such lease, provide the Board with
(i) a copy of the fully executed lease, if requested by the Board; (ii)the current address and
telephone number of the Owner; and (iii) a statement by the Owner that the tenant has received a
copy of this Declaration, any material amendments to this Declaration, the Bylaws and the
current Rules, and that the tenant has been advised that he or she may have obligations under
those documents as a Permittee. The Board may make reasonable Rules regarding the leasing of
Units.
(c) Building Exterior; Decks and Patios. Unless approved by the Board, nothing may
be installed, attached or otherwise affixed to or on the exterior of any Building, any Deck or
Patio or the railing on any Deck or Patio.
(d) Si ns. No signs may be displayed to the public view from any Common
Elements except (i) signs maintained and used by Declarant in connection.with its initial and
ongoing rental or sales activities; and (ii) signs permitted pursuant to Section 106.5 of the Act.
(e) Refuse Removal. All rubbish, garbage and debris will be regularly removed from
and will not be allowed to accumulate on the Condominium Project in accordance with the Rules
of the Association. All trash, garbage and other debris generated on and awaiting removal from
the Condominium Project will be kept in sanitary containers in accordance with the Rules of the
Association.
(fl Obstruction of Common Elements. Nothing may be stored in or on the Common
Elements, except in designated storage areas as depicted on the Map, without the Board's prior
written consent; provided, however, that Declarant may store construction materials used in
connection with the construction activities described in Section 2.8(b) in or on the Common
Elements. Nothing may obstruct or otherwise impair access to the Common Elements except as
provided in Section 2.8(e), subject to any exercise of Development Rights or other rights
expressly established hereunder and other activities necessaxy or appropriate for the discharge of
any duties arising hereunder.
4.7 Rules. In addition to the restrictions, conditions and covenants in this Article 4
concerning the use of the Condominium Project, the Board from time to time may promulgate
and amend reasonable Rules not in conflict with the Act, this Declaration or the Bylaws. To the
extent not covered elsewhere in the Declaration or the Bylaws, such Rules will include policies
6542�4.,B 1 8
i
specified in Section 209.5 of the Act. Prior to the adoption or amendment of any Rule, the Board
must give written notice to each Owner containing the proposed Rule or amendment to a Rule
and the Owners must be allowed a reasonable opportunity to be heard at the Board meeting
regarding such proposed new or amended Rule.
4.8 Indemnitv. Subject to Section 10.4, each Owner will be liable to and will protect, defend,
indemnify and hold harmless the Association and the other Owners from and against any and all
damages, claims, demands, liens (including, without limitation, mechanics' and materialmen's
liens and claims), losses, costs and expenses (including, without limitation, reasonable attorneys'
fees, court costs and other expenses of litigation) and liabilities of any kind or nature whatsoever
(collectively referred to as "Indemnity Claims") suffered or incurred by, or threatened or asserted
against, the Association or any other Owner as a result of or in connection with (a) the willful
misconduct, negligence or breach of the Act, this Declaration, the Bylaws or the Rules by the
indemnifying Owner or its Permittees; (b) any repair, restoration, replacement, alteration or other
construction, demolition, installation or removal work on or about the Access Road as a result of
damage or wear and tear to the Access Road attributable solely or jointly to the indemnifying
Owner or its Permittees; (c) any repair, restoration, replacement, alteration or other construction,
demolition, installation or removal work on or about the Condominium Project contracted for, or
performed by, the indemnifying Owner or its Permittees; or (d)the operation, use, ownership or
maintenance of the indemnifying Owner's Unit by the indemnifying Owner or its Permittees.
The indemnifying Owner will pay for all Indemnity Claims suffered or incurred by the
Association for which the indemnifying Owner is responsible promptly upon receipt of a demand
for payment from the Association. The amount of the Indemnity Claims will constitute Special
Assessments against the indemnifying Owner's Unit. If the indemnifying Owner fails to make
such payment within 30 days after receipt of the Association's demand for it, the Association
may take whatever lawful action it deems necessary to collect the payment including, without
limitation, foreclosing its lien or instituting an action at law or in equity. Nothing in this
Declaration relieves any Permittee from liability for its own acts or omissions. Nothing
contained in this Section 4.8 will be construed to provide for any indemnification which violates
applicable laws, voids any or all of the provisions of this Section 4.8 or negates, abridges,
eliminates or otherwise reduces any other indemnification or right which the Association or the
Owners have by law. Nothing contained in this Section 4.8 shall be construed to preclude the
Association from including within the Common Expenses and General Assessments any sums in
connection with an Indemnity Claim; provided, however that an indemnifying Owner remains
obligated for sums in connection with an Indemnity Claim pursuant to the foregoing provisions.
Each Owner, by accepting the ownership of its Unit, acknowledges that the Association, acting
on behalf of all Owners collectively, is and will remain responsible for all obligations of the
"Residential Owners". under the Easement Agreement, which may be enforced collectively
against the Association and the interests of all Owners collectively, notwithstanding the liability
of each individual Owner under the foregoing indemnity.
4.9 Provisions Run with Propertv. Each Condominium, Owner, Permittee and Security
Holder are subject to all provisions of this Declaration and those provisions are covenants
running with the land and/or equitable servitudes, as the case may be, and bind every Person
having any interest in the Condominium Project and inure to the benefit of every Owner.
654214.18 1 9
a
4.10 Enforcement. This Declaration and the Bylaws constitute a general scheme benefiting
each Unit and the Property as a whole and may be enforced by Declarant, the Association or an
aggrieved Owner. A violation of any of the provisions of this Declaration causes irreparable
damage to the Property. Therefore, subject to the terms and conditions of this Section 4.10 and
except as otherwise expressly provided elsewhere in this Declaration, Declarant, the Association
and any aggrieved Owner may prosecute a proceeding at law or in equity against any Person
violating or attempting to violate the provisions of this Declaration or the Bylaws, including,
without limitation, an action for a temporary restraining order, preliminary injunction and
permanent injunction. Any Person attempting to enforce the provisions of this Declaration or the
Bylaws, including, without limitation, attempting to collect delinquent Assessments, regardless
of whether a suit is initiated, may recover reasonable attorneys' fees and other legal costs
incurred in successfully enforcing the provision to the extent provided in Section 123 of the Act.
Any Owner who is successful in defending such a claim raised against it is also entitled to
reasonable attorneys' fees and other legal costs it incurs in successfully defending such a claim
to the extent provided in Section 123 of the Act. If the Person is an Owner, the amount of the
fees and costs constitute a lien against the Owner's Unit which may be foreclosed in accordance
with Section 8.6. In addition, if any Owner fails to comply with this Declaration, the Bylaws or
the Rules, the Association may (i)temporarily suspend the Owner's right to use or enjoy any of
the Common Elements; (ii) impose monetary penalties; and (iii) impose other appropriate
measures; provided, however, that before imposing any of those measures (other than late
charges, interest and reasonable collection costs relating to delinquent payments), the defaulting
Owner is provided prior notice of the claimed default and an opportunity to be heard by the
Board prior to the imposition of the disciplinary measure in accordance with the provisions of
the Bylaws.
In accordance with and furtherance of Section 124 of the Act, before an aggrieved Owner
may prosecute any proceeding at law or in equity enforcing the provisions of this Declaration or
seeking other relief relating to a violation or attempted violation of the provisions of this
Declaration, the Owner will first give written notice to the Board specifying the violation or
attempted violation of the provisions of this Declaration, the facts and circumstances surrounding
the violation, and the name of the Person alleged to have violated or attempted to violate the
provisions of this Declaration. The Board may initiate a proceeding at law or in equity to
enforce the provisions of this Declaration, to prevent a violation or to obtain damages for damage
to the Common Elements resulting from the violation, or may otherwise enforce the provisions
of this Declaration. The aggrieved Owner may exercise any of its rights under Section 4.10 if
(i)the violation or attempted violation results or would result in direct and immediate physical
damage to the Owner's Unit; or (ii) the Association fails to enforce or cause enforcement of the
violated provisions of this Declaration within 60 days after the Board receives the Owner's
notice.
ARTICLE 5
OPERATION,MAINTENANCE AND REPAIR
5.1 Association's Duties. Subject to the provisions of Article 11 and Article 12, the
Association has the following rights and responsibilities with respect to the operation,
maintenance and repair of the Condominium Project:
654214.18 2�
(a) Maintenance of Common Elements. Except to the extent otherwise provided in
Section 5.2, the Association will maintain, repair, replace and restore the Common Elements,
including, without limitation, the Central Mechanical Equipment, the Utility/Service Elements,
all Decks and Patios, the exterior and roof of each Building and all windows, garage doors, and
exterior doors within the Condominium Project, and the costs to do so will be included in
Common Expenses, except to the extent paid by insurance or condemnation proceeds or by
Owners pursuant to Sections 4.8, 8.3(a), 8.3(b), or 8.3(c).
(b) Election to Perform Owners' Duties. The Association may elect to maintain,
repair, replace or restore any Unit or Limited Common Element, or portion of either of them, that
an Owner is required to maintain, repair, replace or restore pursuant to Section 5.2 if: (i)the
Owner has failed, for more than 30 days after notice from the Association, to maintain, repair,
replace or restore its Unit or Limited Common Element as required under this Declaration; and
(ii) the failure adversely affects the appearance of the Unit or Limited Common Element when
viewed from any area outside the Unit or Limited Common Element, or impairs the structural
integrity or building systems of any portion of the Property, or has an adverse effect on the use of
another Unit or Common Element for its permitted and intended use. If, however, the required
maintenance, repair, replacement or restoration cannot be cured because of its nature or scope
within the 30-day period, the Association may not perform the repair, maintenance, replacement
or restoration so long as such Owner commences performance of its obligations within the
30-day period and diligently completes it. The Owner will pay all costs incurred by the
Association in accordance with this Section 5.1(b) upon receiving the Association's demand for
payment. If the Owner fails to make the payment within 30 days of receiving a demand for it,
the Association may take whatever lawful action it deems necessary to collect the payment
including, without limitation, foreclosing its lien or instituting an action at law or in equity.
5.2 Owners' Duties. Subject to the provisions of Article 11 and Article 12, each Owner will
at its expense (i) maintain at all times in good and clean condition, and perform all required
repairs, replacements or restorations of its Unit, the Unit Mechanical Equipment, the Elevator
allocated exclusively to the Owner's Unit as a Limited Common Element, and any
Utility/Service Elements allocated exclusively to the Owner's Unit as a Limited Common
Element; (ii) clean and keep in a sanitary condition any Deck and/or Patio allocated to its Unit;
(iii) perform its responsibilities in a manner that does not unreasonably disturb other Owners or
their Permittees; and (iv) promptly report to the Association any defect or need for repairs for
which the Association is responsible. Except as expressly provided above, no Owner may alter,
repair, replace, or maintain any part of the exterior of any Building. Notwithstanding the
foregoing, each Owner and the Association may enter into an agreement whereby the
Association will maintain and repair the Elevator servicing the Owner's Unit, elements of the
Unit Mechanical Equipment for such Unit, and Utility/Service Elements allocated exclusively to
such Unit.
5.3 Maintenance Standard. For the benefit of all Owners, each Owner and the Association
will perform their respective maintenance and repair obligations under Sections 5.1 and 5.2 in a
manner consistent with a first-class residential project located in Eagle County, Colorado.
654214.18 ��
.
,
ARTICLE 6
THE ASSOCIATION AND BOARD
6.1 Formation of the Association; Membership. The Association will be formed no later than
the date the first Unit is conveyed to an Owner other than Declarant. Each Owner is a member
of the Association as soon and for so long as it is an Owner. Following a termination of the
Condominium Project, the members of the Association will consist of all Owners entitled to
share in the distribution of proceeds of a sale of the Property. Membership in the Association
automatically terminates when a Person ceases to be an Owner, whether through sale, intestate
succession, testamentary disposition, foreclosure or otherwise, and the new Owner automatically
succeeds to that membership in the Association. The Association will recognize a new member
upon presentation by a new Owner of satisfactory evidence of the sale, transfer, succession,
disposition, foreclosure or other transfer of a Unit. Membership in the Association may not be
transferred, pledged or alienated in any way, except to the new Owner upon conveyance of a
Unit. Any prohibited transfer is void and will not be recognized by the Association.
6.2 Powers. The Association will serve as the governing body for the Condominium Project
and has the responsibilities set forth in this Declaration and the Bylaws. The Association may,
but shall not be obligated to:
(a) adopt and amend the Bylaws and Rules,provided that the Bylaws and Rules will
not be inconsistent with this Declaration or the Act;
(b) adopt and amend budgets for revenues, expenditures and reserves and assess and
collect any Assessments and any other amounts due from Owners or others to the Association;
(c) hire and terminate managing agents and other employees, agents and independent
contractors;
(d) institute, defend or intervene in litigation or administrative proceedings in its own
name on behalf of itself only on matters affecting the Condominium Project;
(e) make contracts and incur liabilities;
(� borrow funds to cover Association expenditures and pledge Association assets as
security therefor, pYOVided that Common Elements may be subj ected to a security interest only
pursuant to Section 16.2;
(g) regulate the use, maintenance, repair, replacement and modification of the
Common Elements;
(h) cause additional improvements to be made as a part of the Common Elements
including, without limitation, snowmelt systems;
(i) acquire, hold, encumber and convey in its own name any right, title or interest to
real or personal property (including, without limitation, one or more Condominiums),provided
that Common Elements may be conveyed or subjected to a security interest only pursuant to
Section 16.2;
654214.18 22
r
+
(j) grant easements, leases, licenses, and concessions through or over the Common
Elements;
(k) impose and receive any payments, fees or charges for any services provided to
particular Owners, including, without limitation, Elevator maintenance;
(1) impose charges for late payment of Assessments, recover reasonable attorneys'
fees and other legal costs for collection of Assessments and other actions to enforce the power of
the Association, regardless of whether or not suit was initiated, and, after notice and an
opportunity to be heard, levy reasonable fines for violations of this Declaration or the Bylaws or
Rules;
(m) impose reasonable charges for the preparation and Recording of amendments to
this Declaration or statements of unpaid Assessments pursuant to Section 16.4;
(n) provide for the indemnification of its officers and members of the Board and
maintain directors' and officers' liability insurance;
(o) assign its right to future income, including the right to receive Assessments so
long as the Association will continue to have sufficient revenue to meet its maintenance
obligations under this Declaration;
(p) exercise any other powers conferred by this Declaration or the Bylaws;
(q) exercise all other powers that may be exercised in the State of Colorado by legal
entities of the same type as the Association; and
(r) exercise any other powers necessary and proper for the governance and operation
of the Association.
This Declaration may not impose any limitations on the powers of the Association to deal with
Declarant which are more restrictive than the limitations imposed on the power of the
Association to deal with any other Person.
6.3 Bu�.
(a) Preparation of Budget. The Board will cause a proposed budget for the �
Association to be prepared and adopted annually, not less than 30 days prior to the beginning of
each Fiscal Year of the Association (except that, for the first Fiscal Year of the Association, the
Board may adopt the estimated budget prepared by Declarant). The proposed budget will
include all of the following:
(i) the estimated revenue and expenses (including, without limitation,
Common Expenses) of the Association for the subject Fiscal Year, in reasonable detail as
to the various categories of revenue and expense;
(ii) the current cash balance in the Association's reserve fund for the major
repair or replacement of Common Elements, the Association's equipment, furniture and
6542�4.�g 23 �
�
other personal property and for contingencies (including, without limitation, the amount
of the deductible under the Association's property insurance policy), which fund will be
established and maintained by the Board (the "Reserve Fund");
(iii) an estimate of the amount required to be spent during the subj ect Fiscal
Year from the Reserve Fund for the major repair or replacement of Common Elements or
the Association's equipment, furniture or other personal property; and
(iv) a statement of the amount required to be added to the Reserve Fund during
the subject Fiscal Year to cover anticipated withdrawals and adequately address
contingencies and anticipated needs in future Fiscal Years.
(b) Ratification of Bud�et. Within 90 days after the Board adopts any proposed
budget for the Association, the Board will mail, by ordinary first-class mail, or otherwise deliver
a summary of the proposed budget to all Owners and will set a date for a meeting of the Owners
to consider ratification of the proposed budget. Such meeting will occur within a reasonable
time after mailing or other delivery of the summary. The Board will give notice to the Owners
of such meeting as provided for in the Bylaws. The budget proposed by the Board does not
require approval of the Owners and will be deemed approved by the Owners in the absence of a
veto at such noticed meeting of Owners representing 80% of all the Units, whether or not a
quorum is present. In the event that the proposed budget is vetoed, the periodic budget last
proposed by the Board and not vetoed by the Owners will continue in effect until such time as a
subsequent budget proposed by the Board is not vetoed by the Owners. For the first Fiscal Year
of the Association, the Board may adopt Declarant's estimated budget for the Association and
assess General Assessments pursuant to Section 8.3(a) of this Declaration based on it if the
Board submits such budget to the Owners for ratification in accordance with this Section 6.3(b)
within 60 days after adopting it.
ARTICLE 7
CONSTRUCTION DEFECTS, DISPUTES,
DISPUTE RESOLUTION AND LITIGATION
7.1 Testing for Construction Defects.
(a) The Association shall not undertake or authorize any testing, including, without
limitation, investigative testing, destructive testing or invasive testing of any kind for defects in
construction of any Unit or Common Element without first determining, based upon the presence
of some readily observable evidence or condition, that a defect may exist. In making such a
determination the Board shall rely on the opinions and/or the conclusions of a qualified expert
(e.g., a structural engineer); even in the event such evidence or conditions exist, the Association
shall not be obligated to authorize or undertake such testing.
(b) In determining whether to authorize such testing, the Board shall be governed by
the following considerations:
(i) whether the Association's position is strong enough to justify taking any
other or further action;
6542�4.,8 24
(ii) whether, although a technical violation may exist or may have occurred, it
is of such a material nature as to be objectionable to a reasonable Person or to justify
expending the Association's resources; and
(iii) whether it is in the Association's best interests, based upon hardship,
expense, inconvenience or other reasonable criteria, to pursue the matter further.
(c) Notwithstanding the foregoing, under no circumstances shall the Association
authorize such testing as is contemplated under this Section 7.1 unless the nature of the suspected
defect is such that:
(i) it poses a significant risk to life, health, safety or personal property; and
(ii) it threatens or affects the structural integrity, functionality, or performance
of the Property (or a portion thereo� for its intended use.
(d) In the event the Board undertakes or authorizes testing for construction defects,
then prior to any testing taking place, Declarant and others responsible for the construction shall
be entitled to notice of the alleged defect, access to the area of the alleged defect, and an
opportunity to inspect the area and repair any defect that is found to exist. Declarant and others
responsible for construction shall also be entitled to be present during any testing and may record
(via videotape, audio tape, still photographs, or any other recording method) all testing
conducted and all alleged defects found.
(e) In the event that testing discloses any defects, Declarant and others responsible
for construction shall be given a reasonable amount of time, based on the nature and extent of the
defect, to repair or correct the condition. If Declarant or others responsible for construction fail
to repair or correct the condition, the Board shall have the right, but not the obligation, to
proceed with a Claim pursuant to this Article 7 of this Declaration. In determining whether to
proceed with such a Claim, the Board shall be governed by the same standards as set forth in
Section 7.6 below.
7.2 Consensus for Association Liti a�on. Except as provided in this Section 7.2, the
Association shall not commence a judicial or administrative proceeding, including without
limitation any proceeding required under Section 7.5 below, without: (a)the approval of at least
80% of the Owners; and (b) the affirmative vote of Declarant so long as Declarant owns any
Unit. This Section 7.2 shall not apply, however, to: (i) actions brought by the Association to
enforce the terms of this Declaration, the Bylaws or the Rules (including, without limitation, the
foreclosure of liens); (ii) the imposition and collection of assessments; (iii)proceedings
involving challenges to ad valorem taxation; or (iv) counterclaims brought by the Association in
proceedings instituted against it. This Section 7.2 shall not be amended unless such amendment
is approved pursuant to the foregoing voting and approval requirements, and pursuant to the
same procedures, necessary to institute proceedings, as provided for herein.
Prior to the Association or any Owner's commencing any judicial or administrative
proceeding which arises out of an alleged defects of any Common Element or Unit, Declarant
and others responsible for the construction shall haye the right to be heard by the Owners and to
access, inspect, correct the condition of, or redesign any portion of the Common Elements or the
654214.18 ��
Units, including any improvement as to which a defect is alleged. In addition, the Association or
the Owner shall notify the builder who constructed the subject improvement prior to retaining
any other expert as an expert witness or for other litigation purposes.
7.3 Alternative Method for Resolvin� Disputes. In accordance with and furtherance of
Section 124 of the Act, Declarant, the Association, its officers, directors, and committee
members, any Owner, all Persons subject to this Declaration, and any Person not otherwise
subject to this Declaration who agrees to submit to this Section 7.3 (each such entity being
referred to as a "Bound Party") agree to encourage the amicable resolution of disputes, without
the emotional and financial costs of litigation. Accordingly, each Bound Party covenants and
agrees to submit those claims, grievances or disputes described in Section 7.4 of this Declaration
(collectively, "Claims"), to the procedures set forth in Section 7.5 of this Declaration. �
7.4 Claims. Unless specifically exempted below, all Claims arising out of or relating to the
interpretation, application or enforcement of this Declaration, or the rights, obligations and duties
of any Bound Party under this Declaration, or relating to the design or construction of the Units
or the Common Elements shall be subject to the provisions of Section 7.5 of this Declaration.
Notwithstanding the above, unless all parties thereto otherwise agree, the following shall not be
Claims and shall not be subject to the provisions of Section 7.5 of this Declaration:
(a) any suit by the Association against any Bound Party to enforce the provisions of
Article 8 of this Declaration(Assessments);
(b) any suit by the Association or Declarant to obtain a temporary restraining order or
injunction (or equivalent emergency equitable relie� and such other ancillary relief as the court
may deem necessary in order to maintain the status quo and preserve the Association's ability to
act under and enforce the provisions of Article 4 (Covenants, Conditions and Restrictions); and
(c) any suit between or among Owners, to the extent such suit asserts a Claim which
would constitute a cause of action independent of this Declaration.
With the consent of all parties thereto, any of the above may be submitted to the
alternative dispute resolution procedures set forth in Section 7.5.
7.5 Mandatorv Procedures.
(a) Notice. Any Bound Party having a Claim ("Claimant") against any other Bound
Party ("Respondent") (the Claimant and the Respondent are hereinafter referred to individually,
as a "Party," or, collectively, as the "Parties") shall notify each Respondent in writing (the
"Notice"), stating plainly and concisely (i)the nature of the Claim, including the Persons
involved and Respondent's role in the Claim; (ii) the legal basis of the Claim (i.e., the specific
authority out of which the Claim arises); (iii) the proposed remedy; and (iv) the fact that
Claimant will meet with Respondent to discuss in good faith ways to resolve the Claim.
6542�4.�8 26
(b) Ne�otiation and Mediation.
(i) The Parties shall make every reasonable effort to meet in person and
confer for the purpose of resolving the Claim by good faith negotiation. If requested in
writing, accompanied by a copy of the Notice, the Board may appoint a representative to
assist the Parties in negotiation.
(ii) If the Parties do not resolve the Claim within 30 days after the date of the
Notice (or within such other period as may be agreed upon by the Parties) ("Termination
of Negotiations"), Claimant shall have 30 additional days to submit the Claim to
mediation under the auspices of an independent mediation service designated by the
Association or, if the Parties otherwise agree, to an independent agency providing dispute
resolution services in the Eagle County, Colorado, area.
(iii) If Claimant does not submit the Claim to mediation within such time, or
does not appear for the mediation, Claimant shall be deemed to have waived the Claim,
and Respondent shall be released and discharged from any and all liability to Claimant on
account of such Claim; provided, nothing herein shall release or discharge Respondent
from any liability to any Person other than the Claimant.
(iv) Any settlement of the Claim through mediation shall be documented in
writing by the mediator and signed by the Parties. If the Parties do not settle the Claim
within 30 days after submission of the matter to the mediation, or within such other time
as determined by the mediator or agreed to by the Parties, the mediator shall issue a
notice of termination of the mediation proceedings ("Termination of Mediation"). The
Termination of Mediation notice shall set forth that the Parties are at an impasse and the
date that mediation was terminated.
(v) Within five days of the Termination of Mediation, the Claimant shall
make a final written settlement demand ("Settlement Demand") to the Respondent, and
the Respondent shall make a final written settlement offer ("Settlement Offer") to the
Claimant. If the Claimant fails to make a Settlement Demand, Claimant's original Notice
shall constitute the Settlement Demand. If the Respondent fails to make a Settlement
Offer, Respondent shall be deemed to have made a "zero" or "take nothing" Settlement
Offer.
(c) Final and Binding Arbitration.
(i) If the Parties do not agree in writing to a settlement of the Claim within
15 days of the Termination of Mediation, the Claimant shall have 15 additional days to
submit the Claim to arbitration in accordance with the Rules of Arbitration contained in
Exhibit D or such rules as may be required by the agency providing the arbitrator. If not
timely submitted to arbitration or if the Claimant fails to appear for the arbitration
proceeding, the Claim shall be deemed abandoned, and Respondent shall be released and
discharged from any and all liability to Claimant arising out of such Claim; provided,
nothing herein shall release or discharge Respondent from any liability to Persons other
than Claimant.
654214.18 ��
(ii) This subsection 7.5(c) is an agreement to arbitrate and is specifically
enforceable under the applicable arbitration laws of the State of Colorado. The
arbitration award (the "Award") shall be final and binding with no right to appeal, and
judgment may be entered upon it in any court of competent jurisdiction to the fullest
extent permitted under the laws of the State of Colorado.
(d) Allocation of Costs of Resolving Claims.
(i) Each Party, including, without limitation, any Owner and the Association,
shall share equally all charges rendered by the mediator(s) and all filing fees and costs of
conducting the arbitration proceeding ("Post Mediation Costs"). Under no circumstances
shall either Party be entitled to recover its Post Mediation Costs, including any attorneys'
fees (except as specifically provided under Section 123 of the Act), from the other party.
BY TAKING TITLE TO A UNIT AND AS A MEMBER OF THE ASSOCIATION,
EACH OWNER ACKNOWLEDGES AND AGREES THAT SUCH OWNER AND
THE ASSOCIATION HAVE WAIVED AND SHALL BE DEEMED TO HAVE
WAIVED THE RIGHT TO ANY AWARD OF ATTORNEYS' FEES (EXCEPT AS
SPECIFICALLY PROVIDED UNDER SECTION 123 OF THE ACT) 1N
CONNECTION WITH THE ARBITRATION OF A DISPUTE UNDER THIS
SECTION 7.5(d).
(ii) Any Award which is equal to or more favorable to Claimant than
Claimant's Settlement Demand shall add Claimant's Post Mediation Costs to the Award,
such costs to be borne equally by all Respondents. Any Award which is equal to or less
favorable to Claimant than any Respondent's Settlement Offer shall award to such
Respondent its Post Mediation Costs. With respect to any Award which is less favorable
to Claimant than Claimant's Settlement Demand yet more favorable to Claimant than
Respondent's Settlement Offer, each party shall bear its own Post Mediation Costs.
(e) Limitation on Damages. No party, including, without limitation, any Owner and
the Association, shall be entitled to receive any award of damages in connection with the
arbitration of a Dispute other than such party's actual damages, and Declarant, the Association
and any Owner shall be deemed to have waived their right to receive any damages in a Dispute
other than actual damages, including, without limitation, attorneys' fees (except as specifically
provided under Section 123 of the Act), special damages, consequential damages, and punitive or
exemplary damages. BY TAKING TITLE TO A L1NIT AND AS A MEMBER OF THE
ASSOCIATION, EACH OWNER KNOWINGLY AND WILLINGLY ACKNOWLEDGES
AND AGREES THAT SUCH OWNER AND THE ASSOCIATION HAVE WAIVED AND
SHALL BE DEEMED TO HAVE WAIVED, IN CONNECTION WITH THE ARBITRATION
OF ANY DISPUTE UNDER SECTION 7.5(c), THE RIGHT TO ANY AWARD OF
CONSEQUENTIAL, INDIRECT, SPECIAL, PLJNITIVE, 1NCIDENTAL, OR OTHER
NON-COMPENSATORY DAMAGES OR SIMILAR DAMAGES, 1NCLUDiNG ALL
DAMAGES FOR EMOTIONAL DISTRESS, WHETHER FORESEEABLE OR
UNFORESEEABLE AND REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED
ON (BUT NOT LIMITED TO) CLAIMS ARISING OUT OF BREACH OR FAILURE OF
EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT,
654214.18 20
VIOLATION OF BUILDING CODES (LOCAL, STATE OR FEDERAL), CONSTRUCTION
DEFECTS, MISREPRESENTATION OR NEGLIGENCE OR OTHERWISE.
(fl Multiple Partv Disputes. Multiple party disputes or claims not consolidated or
administered as a class action pursuant to the following sentence will be subject to, and will be
arbitrated individually. Only with the written request of all parties involved, but not otherwise,
the "Arbitrator" (as defined in Exhibit D attached hereto) may: (i) consolidate in a single
arbitration proceeding any multiple party claims that are substantially identical, and (ii) arbitrate
multiple claims as a class action in accordance with the rules and procedures adopted by
Construction Arbitration Services, Inc. ("CAS").
(g) Enforcement of Resolution. If the Parties agree to a resolution of any Claim
through negotiation or mediation in accordance with Section 7.5(b) above and any Party
thereafter fails to abide by the terms of such agreement, or if any Party fails to comply with an
Award, then any other Party may file suit or initiate administrative proceedings to enforce such
agreement or Award without the need to again comply with the procedures set forth in this
Section 7.5. In such event, the Party taking action to enforce the agreement or Award shall be
entitled to recover from the non-complying Party (or if more than one non-complying Party,
from all such Parties pro rata) all costs incurred in enforcing such agreement or Award,
including, without limitation, attorneys' fees and court costs to the extent specifically provided
under Section 123 of the Act.
7.6 Le�al Proceedin�s. Subject to the provisions of Sections 7.1 through 7.5 of this
Declaration, the Association shall have the right, but not the obligation, to institute legal
proceedings to enforce all rights under this Declaration, the Bylaws and the Rules. The decision
to institute legal proceedings by seeking the approval of at least 80% of the Owners pursuant to
Section 7.1 of this Declaration, shall be in the sole discretion of the Board and shall be governed
by the considerations detailed in Sections 7.1, if applicable. Failure to commence such legal
proceedings shall not constitute a waiver of any such rights. ANY LIMITATIONS ON
DAMAGES AND ALL WAIVERS OF LIABILITY AND RIGHTS TO AWARDS OF
DAMAGES SET FORTH 1N ANY SECTION OF THIS DECLAR.ATION WITH RESPECT
TO OWNERS, INCLUDING, WITHOUT LIMITATION, SECTIONS 7.5(c), 7.5(e) AND
7.5(fl, SHALL APPLY WITH EQUAL FORCE AND EFFECT WITH RESPECT TO THE
ASSOCIATION IN ANY LEGAL PROCEEDINGS 1NSTITUTED BY THE ASSOCIATION
UNDER THIS SECTION 7.6. THE PROVISIONS OF SECTIONS 7.1 THROUGH 7.6 WILL
BE BINDING UPON THE OWNERS AND THE ASSOCIATION TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, AS MAY BE 1N EFFECT FROM TIME TO
TIME.
7.7 Enforcement of Declaration, Bvlaws, and Rules.
(a) Sanctions and Self-Help. After notice and an opportunity to be heard as provided
in the Bylaws, the Association, acting through the Board or any authorized agent, may:
(i) impose sanctions (including, without limitation, reasonable monetary fines and/or suspension
of Owner voting rights) for violations of this Declaration, the Bylaws, or the Rules; (ii) exercise
self-help to cure any violations of this Declaration, the Bylaws or the Rules that an Owner of
Permittee fails or refuses to cure; and (iii) suspend any services it provides to any Owner who is
654214.18 G 7
more than 15 days delinquent in paying any Assessment or other charge due to the Association.
All of the remedies set forth in this Declaration and the Bylaws shall be cumulative of each other
and any other remedies available at law or in equity. If the Association prevails in any action to
enforce the provisions of this Declaration, the Bylaws, or the Rules, it shall be entitled to recover
all costs, including, without limitation, attorneys' fees and court costs to the extent specifically
provided under Section 123 of the Act), reasonably incurred by it in such action.
(b) No Waiver. In no event shall the Association's failure to enforce any covenant,
restriction or rule provided for in this Declaration,the Bylaws, or the Rules constitute a waiver of
the Association's right to later enforce such provision or any other covenant, restriction or rule.
ARTICLE 8
ASSESSMENTS
8.1 General Assessments. Each Unit is subject to assessments for the Unit's Common
Allocation of all Common Expenses (the "General Assessments"). General Assessments will
commence not later than 60 days after the conveyance of the first Condominium to an Owner
other than Declarant. General Assessments will be calculated, paid, adjusted and reconciled in
accordance with the following provisions:
(a) Budget and Pavment. The Board will assess General Assessments against each
Unit based on the budget adopted by the Board and ratified by the Owners pursuant to
Section 6.3. Each Owner is obligated to pay the Association the General Assessments made
against such Owner's Unit, and the payment will be due in equal monthly installments on or
before the first day of each month of each Fiscal Year or in another reasonable manner
designated by the Board. The Board's failure to fix the General Assessments prior to the
commencement of any Fiscal Year will not be deemed a waiver or modification of any of the
provisions of this Declaration or a release of any Owner from its obligation to pay the General
Assessments or any installment of them for that Fiscal Year, but the General Assessments fixed
for the preceding Fiscal Year will continue until the Board fixes the new General Assessments.
(b) Adjustment. If, during any Fiscal Year, the Board determines that the estimated
expenses or revenues of the Association, as set forth in the budget upon which the General
Assessments were based, are in error for any reason (including, without limitation, nonpayment
by any Owner of its General Assessments or any change or adjustment of the Amenity Access
Fees by the owner/operator of either the Ski Club or the Spa pursuant to the terms of the Club
Membership Agreement or the Spa Easement, as applicable), then, to the extent the Board
estimates that payments of General Assessments during the balance of the Fiscal Year will be
inadequate or more than required to meet the Association's obligations intended to be covered by
such General Assessments, the Board may amend the budget and increase or decrease the
General Assessments for the balance of such Fiscal Year by giving not less than 30 days' prior
notice to all Owners. Notwithstanding the previous sentence, however, if any amendments
individually or in aggregate with all previous amendments in any Fiscal Year would increase the
total General Assessments for a Fiscal Year by more than 10% of the General Assessments
called for by the budget previously ratified by the Owners pursuant to Section 6.3, then the
Board will submit the amendment for ratification by the Owners pursuant to Section 6.3 before
increasing the General Assessments based on the amendment. For purposes of the foregoing,
6542�4.�8 30
any change or adjustment in the Amenity Access Fees will be disregarded. Without limiting the
generality of the foregoing, the Board may, in its sole discretion, install submeters as part of the
Central Mechanical Equipment to measure the amount of water and/or other utility services
consumed in each Unit and may charge each Unit an amount equal to its proportionate share of
water costs and/or other applicable utilities incurred by the Association based upon readings of
the submeters.
(c) Reconciliation. As soon as reasonably possible after the end of each Fiscal Year,
the Board will reconcile the actual costs and expenses incurred by the Association during that
Fiscal Year against the General Assessments that the Association received and intended to cover
the costs and expenses. To the extent that any Owner has paid more than its proper share of the
costs and expenses, the Board may either (i) refund the overpayment to the Owner; (ii) credit the
overpayment against the Owner's General Assessments for the next Fiscal Year; or (iii) deposit
the overpayment into the Reserve Fund if overpayments were received from all Owners in
proportion to each Owner's Common Allocation. To the extent any Owner has underpaid its
share of the costs and expenses, the Board may either (A) demand in writing that the Owner pay
the amount of the underpayment of General Assessments to the Association within a time period
specified by the Board, but not less than 30 days after the Board gives its demand to the Owner;
or(B) include the underpayment in the Owner's General Assessments for the next Fiscal Year.
8.2 Amenity Access Fees. The Association will collect froin the Owners "Amenity Access
Fees"which consist of two components: the payment of inembership dues for each Owner to the
Ski Club pursuant to the Club Membership Agreement (unless terminated), and the payments
due from each Owner under the Spa Easement Agreement. The Association's timely payment of
the Amenity Access Fees to the operators of the Amenities from time to time is a condition
precedent to the right of each Owner to access the Amenities as provided for in the Club
Membership Agreement and the Spa Easement Agreement. Such access will also be subject to
such rules and regulations of general applicability as each owner/operator may establish from
time to time for the use and enjoyment of the particular Amenity, including, without limitation,
the levying of incremental charges for any specific services or provision of facilities that any
given user may elect to enjoy (e.g., in the Spa, massage therapy, personal trainer instruction; e.g.,
in the Ski Club, reservation and use of any great room therein for a private social event), will be
subject to any outside agreements for membership in the Ski Club, and will be subject to the
terms and conditions of the Spa Access Easement. The Amenity Access Fees will be collected in
the same manner as the Common Expenses and General Assessments, except that each Owner
will pay a portion of the Amenity Access Fees on a per Unit basis, without regard to Common
Allocations, and except that per the terms of the Club Membership Agreement and the Spa
Easement Agreement, no charges are due for any Unit until a certificate of occupancy has been
issued for that Unit. The owner/operator of the Spa and the Ski Club are intended third-party
beneficiaries of the provisions of this Section 8.2.
8.3 S�ecial Assessments. The Association may levy from time to time one or more special
assessments ("Special Assessments") for the purpose of defraying in whole or in part the cost of
any construction, restoration, unexpected repair or replacement of a capital improvement or for
carrying out the other responsibilities of the Association in accordance with this Declaration.
Each Special Assessment will be allocated among the Units in accordance with the provisions
Sections 8.3(a) through 8.3(e). Each Owner will pay all Special Assessments assessed against
654214.18 �1
the Owner's Unit. Special Assessments will be paid at the time(s) and in the manner (for
example, by lump sum payment or in installments) reasonably determined by the Board. The
Board may require that Special Assessments be paid before the subject services or materials are
provided.
(a) General Benefit Expenses. If the Association incurs any costs or expenses that
benefit all Units (such as, for example, the costs of repairing damage to the exterior pedestrian
pathways in the Condominium Project) ("General Benefit Expenses"), then the Board, in its
discretion, will assess the General Benefit Expenses as a Special Assessment against each Unit in
amount equal to the General Benefit Expense times such Unit's Common Allocation. The Board
may assess Special Assessments for General Benefit Expenses without the approval of the
Owners.
(b) Limited Benefit Expenses. If the Association incurs any costs or expenses that
solely benefit one or more Units but less than all Units (such as, for example, the costs of
repairing a utility line, Parking Space or Limited Common Element that serves only one or two
Units but no others) ("Limited Benefit Expenses"), then the Board, in its reasonable discretion,
will assess the Limited Benefit Expenses as a Special Assessment against the Unit or Units
benefited by such Limited Benefit Expenses as follows: any Limited Benefit Expenses incurred
for the benefit of only one Unit will be assessed solely to that Unit; and any Limited Benefit
Expenses incurred for the benefit of two or more Units will, unless the Owners of all benefited
Units otherwise agree to a different proportion, be assessed against each benefited Unit in
proportion to the ratio of the Unit's Common Allocation to the sum of the Common Allocations
of all benefited Units. Tlie Board may assess Special Assessments for Limited Benefit Expenses
without the approval of the Owners.
(c) Reimbursable Expenses. If the Association incurs any costs or expenses as a
result of or in connection with (i) an increase in any insurance premium for which an Owner is
responsible pursuant to Section 4.5(a) or 10.1(a); (ii) subject to Section 10.4, the willful
misconduct or negligence or violation of any law, this Declaration, the Bylaws or the Rules by an
Owner or its Permittees; or (iii) subject to Sections 4.10 and 5.1(b), bringing an Owner or the
Owner's Unit into compliance with the provisions of this Declaration (including, without
limitation, Sections 4.8 and 5.2) or any other document governing the Condominium Project;
then, in each such event, the Board will assess the costs and expenses ("Reimbursable
Expenses") as a Special Assessment against the Owner's Unit. The Board may assess Special
Assessments for Reimbursable Expenses without the approval of the Owners.
(d) Restoration Deficit. If following any damage, destruction or Taking of the
Common Elements, or any portion of them, the total costs of performing any restoration of the
Common Elements required by this Declaration or the Act exceeds the amount of the insurance
proceeds, condemnation award or other funds available for the cost of restoration (such as funds
in the Reserve Fund), then the Board may assess Special Assessments to cover the deficit (a
"Restoration Deficit"). The Board will assess against each Unit its Common Allocation of the
Special Assessments for a Restoration Deficit. The Board may assess Special Assessments for a
Restoration Deficit without the approval of the Owners.
6542�4.�8 32
(e) Voluntar�C�ital Expenses. Provided the requisite number of Owners petition
the Board as provided below, the Board may make Special Assessments for the purpose of
paying Voluntary Capital Expenses. "Voluntary Capital Expenses" may include any costs and
expenses of any capital improvement to the Common Elements, including all design,
construction and associated financing costs, except for (i) costs incurred in order to reduce
Common Expenses (which costs will be included in Common Expenses); (ii) costs required to be
incurred to cause the Condominium Project to comply with applicable law (which costs will be
included in Common Expenses); and (iii) costs that constitute all or any part of a Restoration
Deficit. Any petition before the Association (or Owners) to make a Special Assessment for
Voluntary Capital Expenses must include provisions describing in detail the proposed
improvements to be made and whether all of the Units, or one or more but less than all of the
Units, will be subject to the Special Assessment. If less than all of the Units will be subject to
such Special Assessment, the proposal will also include provisions describing which Units will
be subject to such Special Assessment and the manner in which the total amount of the Special
Assessment will be allocated among the Units subject to it. In order to approve any Special
Assessment for Voluntary Capital Expenses, the Board must be presented with a petition signed
by owners representing (A) 67% of the votes in the Association if all of the Units will be subject
to the Special Assessment; or (B) 100% of the votes in the Association that are allocated to the
Units that will be subject to the Special Assessment if less than all of the Units will be subject to
the Special Assessment. If the petition presented to the Board contains the requisite number of
signatures, the Board will (subject to any approval right it has over the design of such proposed
improvements pursuant to this Declaration) assess the total amount of a Special Assessment for
Voluntary Capital Expenses against (1) all of the Units, if all of the Units are subject to the
Special Assessment pursuant to the approved proposal, by allocating to each Unit its Common
Allocation of the total amount; or(2)the Units subject to the Special Assessment(if less than all)
pursuant to the approved petition, by allocating to each the portion of the Special Assessment
specified in the approved petition. '
8.4 Workin�pital Fund. To provide the Association with sufficient working capital to
cover the cost of unforeseen expenditures or to purchase any additional equipment or services, an
initial "Working Capital Fund" will be established in an amount equal to $12,346.00 per LJnit.
For each Unit, the contribution to the Working Capital Fund is due on the closing of the sale of
the Unit to an Owner other than Declarant. Such contributions will be made by the Owner that
purchases the Unit from Declarant at the closing of the Owner's purchase of its Unit. Amounts
contributed to the Working Capital Fund do not constitute advance payments of General
Assessments.
8.5 Payment of Assessments• Notice and Acceleration. Each Owner will pay all General
Assessments and Special Assessments assessed against such Owner's Unit by the Board in
accordance with the terms of this Declaration. Each Assessment is a separate, distinct and
personal debt and obligation of the Owner against whose Unit the Assessment is assessed. All
Assessments are payable in full without offset for any reason whatsoever. Each Owner's
obligation to pay Assessments is entirely independent of any obligation of the Association to the
Owner or of Declarant or any other Owner to that Owner. Any Assessment or installment of an
Assessment not paid within 15 days after it becomes due is delinquent. If an Assessment or
installment of an Assessment is delinquent, the Association may recover all of the following
(collectively, the "Delinquency Costs"): (a) interest from the date due at the rate established from
654214.18 3 3
time to time by the Board (but not to exceed 21% per year); (b) late charges and other monetary
penalties imposed by the Association pursuant to this Declaration and the Act; and (c) all
collection and enforcement costs, including reasonable attorneys' fees, incurred by the
Association. If an Assessment or installment thereof becomes delinquent, the Association may
notify the Owner of such delinquency and state in such notice (i) the amount and due date of the
delinquent Assessment or installment thereof; (ii) the Delinquency Costs accrued to date; (iii) the
date by which the delinquent Assessment or installment thereof and all associated Delinquency
Costs must be paid, which date may be no sooner than 60 days from the due date of such
Assessment or installment thereof or 30 days from the date such notice is given, whichever is
later; and (iv) that failure to pay the delinquent Assessment or installment thereof and all
associated Delinquency Costs by the date specified in such notice may result in acceleration of
the balance of the Assessment or installments thereof for the current Fiscal Year and the
foreclosure of the Association's lien therefore against such Owner's Unit. If the Association
gives such a notice and the delinquent Assessment or installment thereof and all associated
Delinquency Costs are not paid in full by the due date specified in such notice, then the Board, at
its option, may declare all unpaid installments of the subject Assessment for the current Fiscal
Year to be immediately due and payable in full without further demand or notice and may
enforce the collection of such Assessment (including any installments thereof whose due dates
were so accelerated) in accordance with Section 8.6, subject, however, to the protection afforded
First Mortgagees pursuant to Section 16.3(b).
8.6 Enforcement of Assessments. The amount of any delinquent Assessments (including any
installments whose due dates are accelerated by the Board pursuant to Section 8.5) and
associated Delinquency Costs may be enforced against the Owner liable for them in either or
both of the following ways (to the extent permitted by law or regulation), at the option of the
Board:
(a) Suit. The Association may bring a suit or suits at law to enforce the Owner's
obligation to pay a delinquent Assessment (including any installments whose due dates are
accelerated by the Board pursuant to Section 8.5) and associated Delinquency Costs. Each
action will be brought in the name of the Association. Any judgment rendered in the action in �
favor of the Association will include a sum for reasonable attorneys' fees and costs incurred by
the Association in bringing the action against the defaulting Owner. Upon full satisfaction of the
judgment, the Association, by one of its officers, will execute and deliver to the judgment debtor
an appropriate satisfaction of the judgment.
(b) Lien and Foreclosure. Assessments (including any installments whose due dates
are accelerated by the Board pursuant to Section 8.5) and associated Delinquency Costs
constitute a lien on the Units against which they are assessed from the date due. The lien is
subject to the provisions of Section 316 of the Act. If an Assessment is delinquent, if the
Association gives a notice concerning the delinquency that substantially complies with the
provisions of Section 8.5, and if the delinquent Assessment is not paid in full by the due date
specified in the notice, then the Association may foreclose the lien securing the Assessment, any
installments whose due dates are accelerated by the Board pursuant to Section 8.5, and any
associated Delinquency Costs in accordance with the laws of the State of Colorado, subject,
however,to the protection afforded First Mortgagees pursuant to Section 16.3(b).
654214.1 B 3 4
8.7 Disputes and Records. Any Owner or an Owner's authorized representative may inspect
the books and records of the Association during business hours upon reasonable prior notice. If
an Owner disputes the amount of any Assessment against its Unit and is unable to resolve the
issue through an inspection of the Association's books and records, the Owner will pay in a
timely manner the full amount of the disputed Assessment until, if ever, it is finally determined
that the amount is incorrect (in which case the Association will promptly refund any
overpayment). If the Owner fails to pay the disputed Assessment while the dispute is pending,
the Association may immediately pursue any of its remedies for the failure (including, without
limitation, suit against the Owner and/or foreclosure of its Unit) and the pendency of the dispute
resolution proceeding is not a bar or defense to any actions by the Association.
8.8 Owners not Exem^pt from Liability. No Owner is exempt from liability for payment of
Assessments by waiver of the use or enjoyment of any of the Common Elements, by
abandonment of its Unit, or otherwise.
8.9 Declarant's Responsibility for Assessments. Until the Association levies Assessments,
Declarant will pay the Association's costs and expenses. After Assessments commence as
provided in Section 8.1 Declarant's obligations for Assessments may be satisfied in the form of
cash or by "in kind" contributions of services or materials to the Association, or by any
combination of these.
ARTICLE 9
ALTERATIONS
9.1 Permitted Unit Alterations. An Owner may, subject to the terms and provisions of this
Article 9, construct an alteration or improvement to its Unit(a"Permitted Unit Alteration") that:
(a) does not, either during construction or after completion, impair the structural
stability, or building systems of, including, without limitation, any acoustical separation
assemblies or other components designated to mitigate the transmission of sound through walls
and other physical separations, or diminish the support of any portion of the Condominium
Proj ect;
� (b) does not, during construction, substantially and unreasonably impair the use of
any Common Element by any Owner or Permittee entitled to use that Common Element;
(c) does not, during construction, change the appearance of or otherwise adversely
affect the Common Elements;
(d) does not, after completion, change the appearance of or otherwise adversely affect
the Common Elements; and
(e) does not, after completion, affect the appearance of the Condominium Project,
when viewed from any area outside the altered Unit.
At least 30 days prior to the commencement of construction, an Owner intending to perform a
Permitted Unit Alteration will provide plans and specifications for the Permitted Unit Alteration
to the Board. Any change, addition, alteration or improvement of any Unit that does not
654214.18 ��
constitute a Permitted Unit Alteration is prohibited (unless otherwise permitted pursuant to this
Article 9) and may be enjoined by the Association or any aggrieved Owner, subject to the
provisions of Section 4.10. In no event shall any Owner or the Association enclose or cause to
be enclosed any Deck.
92 Boundarv Relocation. Except as provided in Section 2.5, the Owner(s) of one or more
adjoining Unit(s) may make a Boundary Relocation affecting the Unit(s) owned by the Owner(s)
in accordance with this Section 9.2. The Owner(s) of the Unit(s) directly affected by any
proposed Boundary Relocation will make an application to the Board for the Boundary
Relocation, signed by those Owner(s), which includes the following:
(a) plans and specifications for the proposed Boundary Relocation in the level of
detail required by the Board showing all walls, doors and other improvements that will be
demolished or constructed (if any);
(b) evidence sufficient to the Board (which evidence may include, if applicable,
reports of licensed architects or structural or mechanical engineers) that the proposed Boundary
Relocation will comply with the requirements of Sections 9.1(a)through 9.1(e);
(c) evidence sufficient to demonstrate to the Board that the proposed Boundary
Relocation will comply with all applicable laws (including, without limitation, zoning,
subdivision and building codes), and either that the proposed Boundary Relocation will not
violate the terms of any Security for an Obligation encumbering the affected Unit(s) or that the
respective Security Holder(s) have approved the proposed Boundary Relocation;
(d) the proposed reallocation of interests, if any, such as reallocation of Common
Allocations, or any other rights or responsibilities allocated among the Units pursuant to this
Declaration (which reallocation must be based on the same formulas as set forth in this
Declaration for the allocations being changed);
(e) a form of proposed amendment to this Declaration (including the Map) sufficient
to show the altered boundaries of the affected Unit(s), their dimensions and identifying numbers
and the reallocation of interests, if any, proposed pursuant to Section 9.2(d);
(� a deposit against attorneys' fees and costs which the Board may incur in
reviewing and effectuating the application, in an amount reasonably estimated by the Board; and
(g) other information as the Board may reasonably request.
When the Board determines that the submitted application satisfies the requirements of
Sections 9.2(a) through 9.2(g), it will consider the proposed application and vote whether to
approve it. If the proposed Boundary Relocation and related amendment are approved by the
affirmative vote of at least two-thirds of the members of the Board, the Board will cause the
amendment to be signed by the president or another authorized officer of the Association,
acknowledged and Recorded. The Owner(s) requesting a Boundary Relocation will pay all costs
and expenses incurred by the Board or the Association in connection with the Boundary
Relocation.
654214.18 3 6
9.3 Connection of Adjoinin�Units.
(a) Two adjoining Units may be connected without combining those Units into a
single Unit, so that each connected Unit will retain its separate identity, identifying number, and
Common Allocation (a "Unit Connection"), if the Board approves the Unit Connection in
accordance with the following provisions. The Owner of the Units to be connected pursuant to a
proposed Unit Connection will make an application to the Board for the Unit Connection, signed
by the Owner, which (i) identifies the Units to be connected; (ii) specifies, in such detail as
required by the Board, all demolition or construction necessary to create the connecting
opening(s) in the wall between the Units to be connected (the "Shared Area"); and (iii) includes
any other information reasonably requested by the Board.
(b) The Board will approve an application for a Unit Connection if all of the
following conditions are satisfied: (i)the Units to be connected by a proposed Unit Connection
are owned by the same Owner; (ii) sufficient evidence is presented to the Board that the
proposed Unit Connection (A) will comply with all applicable laws (including, without
limitation, zoning and building codes); and (B) either will not violate the terms of any Security
for an Obligation encumbering the Unit(s) or has been approved by the respective Security
Holder(s); (iii) the creation of the Shared Area will not impair or adversely affect (A)the
structural stability or building systems of the Building or the Condominium Project; (B) any
Easement or right granted pursuant to this Declaration; or (C) any Common Element other than
the wall(s) dividing the Units to be connected which is or are to be demolished to create the
Shared Area; and (iv)the Owner of the Units to be connected agrees to such other conditions
imposed by the Board (which may include, without limitation, a requirement that construction
and demolition work relating to the proposed Unit Connection be commenced and completed
within a reasonable time).
(c) If the Board approves an application for a Unit Connection, then it will
concurrently redesignate the Shared Area from a General Common Element to a Limited
Common Element. Upon redesignation, the Shared Area will be allocated to the two Units
connected pursuant to the Unit Connection. Upon approval of a Unit Connection, the Board will
also cause a statement executed by the president or another authorized officer of the Association
to be Recorded that (i) identifies the two Units connected by the Unit Connection; (ii) gives
notice that those Units are the subject of an approved Unit Connection pursuant to this
Declaration; (iii) gives notice that those Units may not be conveyed apart from one another until
the Boaxd approves a Unit Disconnection (as defined below in Section 9.4(a)) regarding those
Units; and (iv) specifies any conditions imposed by the Board pursuant to Section 9.3(b). From
and after the Recording of the statement, the Units described in it may not be conveyed apart
from one another and any attempt to do so is void and of no force or effect until the Board
approves a Unit Disconnection regarding those Units. The Owner requesting a Unit Connection
will pay all costs and expenses incurred by the Board or the Association in connection with the
Unit Connection.
9.4 Unit Disconnection.
(a) Subject to the provisions of this Section 9.4, the Board may disconnect Units
connected pursuant to a Unit Connection (a "Unit Disconnection") if (i) the Owner of the
654214.I 6 ��
connected Units makes an application requesting that the connected Units be disconnected and
satisfies any conditions imposed by the Board regarding the proposed Unit Disconnection; or
(ii) the Owner of the connected Units fails to satisfy the conditions imposed by the Board
pursuant to Section 9.3(b). An application made pursuant to clause (i) above will be signed by
the Owner; identify the Units to be disconnected; specify, in such detail as required by the Board,
all demolition or construction necessary to replace the wall dividing the Units to be disconnected
that existed between the Units before the creation of the Shared Area; and include any other
information reasonably requested by the Board.
(b) The Board will approve an application for a Unit Disconnection if all of the
following conditions are satisfied: (i) sufficient evidence is presented to the Board that the
proposed Unit Disconnection will comply with all applicable laws (including, without limitation,
zoning and building codes); (ii) sufficient evidence is presented to the Board either that the
proposed Unit Disconnection will not violate the terms of any Security for an Obligation
encumbering the Unit(s) or that the respective Security Holder(s) has or have approved the
proposed Unit Disconnection; (iii)the replacement of the wall at the Shared Area will not impair
or adversely affect (A) the structural stability or building systems of the Condominium Project,
(B) any Easement or right granted pursuant to this Declaration, or (C) any Common Element
other than the wall dividing the Units to be disconnected which is or are to be constructed; and
(iv) any conditions imposed by the Board concerning the proposed Unit Disconnection.
(c) If the Board approves a Unit Disconnection, it will concurrently redesignate the
Shared Area of the connected Units from a Limited Common Element to a General Common
Element and cause a statement executed by the president or another authorized officer of the
Association to be Recorded that (i) identifies the Units to be disconnected by the Unit
Disconnection; (ii) gives notice that those Units are no longer the subject of a Unit Connection
(and, therefore, may thereafter be conveyed separately); and (iii) specifies any conditions
imposed by the Board pursuant to Section 9.4(b) that must be satisfied before the Unit
Connection is effective. Within the time period specified by the Board (which time period will
not exceed 60 days from the date of Board approval of a Unit Disconnection), the Owner of the
Units to be disconnected will replace at its cost and expense the wall that existed between the
Units before the creation of the Shared Area. The Owner will pay all costs and expenses
incurred by the Board or the Association relating to the Unit Disconnection.
9.5 Construction. Any Owner(s) performing any construction or demolition work relating to
a Permitted Unit Alteration, a Boundary Relocation, a Unit Connection or a Unit Disconnection
(any of which is referred to in this Section 9.5 as an"Alteration") will comply with the following
additional provisions:
(a) such Owner(s) will obtain all necessary permits and governmental authorizations
for the Alteration;
(b) such Owner(s) will comply with the Rules when constructing the Alteration;
(c) the Alteration and the construction of it will comply with all applicable zoning
and building codes and other applicable laws, ordinances and restrictive covenants;
654Z,4.�8 3 8
(d) prior to commencing any construction, such Owner(s) will provide the Board with
evidence sufficient to demonstrate that the insurance required to be maintained by such Owner(s)
pursuant to Section 10.2 is in full force and effect and that the contractor performing the work
maintains worker's compensation insurance in the amount required by law and contractor's
liability insurance with the limits the Board reasonably requires;
(e) such Owner(s) will cause the Alteration to be constructed and completed
diligently, in a good and workmanlike manner, and free and cleax of all mechanics' and
materialmen's liens and other claims or liens;
(� during the construction process, such Owner(s) will, to the extent consistent with
good construction practice, keep the area affected in a safe, neat and clean condition;
. (g) such Owner(s) will minimize any impact from the construction process on other
Units or Common Elements;
(h) such Owner(s) will perform the Alteration work, or cause the work to be
performed, in a manner that maintains harmonious labor relations and does not interfere
unreasonably with or delay the work of any other contractors then working anywhere on the
Condominium Project;
(i) such Owner(s) will reimburse the Association for all costs incurred by the
Association in connection with the Alteration, such as the increase in costs of trash removal due
to the performance of the Alteration work; and
(j) such Owner(s) will pay or cause to be paid all costs of design and construction of
the Alteration.
9.6 Alteration of Common Elements.
(a) Except to the extent permitted in connection with an approved Boundary
Relocation, Unit Connection or Unit Disconnection, and except as otherwise provided in
Section 5.2, no Owner or Owner's Permittee may construct anything upon, remove anything
from, or alter any of the Common Elements, or paint, decorate or landscape any portion of the
Common Elements, or add a garage door or any other type of enclosure device to a Parking
Space in the Parking Garage. Notwithstanding the preceding sentence, in addition to the
permitted Alterations described in the preceding sentence, an Owner may make an alteration to a
Limited Common Element allocated to the Owner's Unit upon the prior written approval of the
Association; provided, however, a Unit Owner may not add a garage door or any other type of
enclosure device to a Parking Space in the Parking Garage. If the Association, in its reasonable
discretion pursuant to the preceding sentence, permits an Owner to make an alteration to a
Limited Common Element allocated to the Owner's Unit, the Owner shall perform such work
according to the standards prescribed for an Alteration in Section 9.5 and subject to any other
conditions the Association may impose. In any event, no Owner or Owner's Permittee may do
anything which impairs or negatively affects (i)the structural stability or building systems of the
Condominium Project; (ii) any Easement or right granted pursuant to this Declaration; or
(iii) any Common Element.
654214.I B 3 9
(b) The Association may construct an alteration or improvement to a Common
Element(a"Common Alteration") if(i)the Common Alteration does not permanently impair the
structural stability or building systems of or lessen the support of any portion of the
Condominium Project (provided, however, that any impairment will not be deemed permanent if
it is susceptible of being cured and will be cured by the proposed Common Alteration); (ii) the
Common Alteration does not have a materially adverse effect, either during construction or upon
completion, upon the use of any Unit or Limited Common Element for its permitted purposes
(unless the Owner of the affected Unit consents in writing to the Common Alteration); and
(iii)the cost of the Common Alteration constitutes a Common Expense and a budget that
includes such cost is ratified by the Owners pursuant to Section 6.3, or the cost of the Common
Alteration constitutes a Voluntary Capital Expense and a Special Assessment is approved
pursuant to Section 8.3(e). The Association will comply with the provisions of Section 9.5
(except Section 9.5(i)) in constructing any Common Alteration, as if the Association were an
Owner.
9.7 Alterations bv Declarant. Nothing in this Article 9 restricts or prohibits Declarant from
making any alteration or improvement that Declarant has reserved the right to make pursuant to
Section 2.8(b), 2.8(c) or 2.8(d). The provisions of this Article 9 do not apply to any alteration or
improvement made by Declarant pursuant to Section 2.8(b), 2.8(c) or 2.8(d).
ARTICLE 10
INSURANCE
10.1 Association's Insurance. The Association has the following responsibilities with respect
to insurance and, except as otherwise expressly provided in this Declaration, the cost of all
insurance maintained by the Association under this Section 10.1 will be included in Common
Expenses.
(a) Property Insurance. The Association will obtain and maintain property insurance
in amounts, against risks, and containing provisions as the Board reasonably determines from
time to time. At a minimum, the Association's insurance will insure against all risks of direct
physical loss for 100% of the full replacement cost (at the time the insurance is purchased and at
the renewal date) of(1) the Units, excluding, however, the finished interior surfaces of the walls,
floors and ceilings of the Units and any improvements or betterments installed in the Units by the
Owners; (2)the Common Elements and all fixtures, improvements and alterations situated on or
constituting a part of the Common Elements; and (3) any personal property of the Association
situated in the Common Elements or used in the operation or maintenance of the Common
Elements. The Association's insurance may exclude land, excavations, foundations and other
items normally excluded from property policies and may provide for a deductible in an amount
not to exceed a reasonable and prudent amount as determined by the Board. The Association's
property insurance will be maintained in the name of the Association, for the use and benefit of
all Owners, who shall be named as additional insureds, and Security Holders, who may be named
as additional insureds, as their interests may appear. To the extent available such property
insurance also will (i) contain no provisions by which the insurer may impose a so-called
"co-insurance" penalty; (ii) permit a waiver of claims by the Association, and provide for a
waiver of subrogation rights by the insurer as to claims, against each Owner and the members of
the Owner's household; (iii) be written as a primary policy, not contributing with and not
6542�4.�8 40
supplemental to any coverage that any Owner carries; (iv)provide that, notwithstanding any
provision that gives the insurer an option to restore damage in lieu of making a cash settlement,
the option may not be exercised if the proper party(ies) elect(s) not to restore the damage in
accordance with the provisions of this Declaration or the Act; (v) provide that no act or omission
by any Owner, unless acting within the scope of the Owner's authority on behalf of the
Association, voids the policy or is a condition to recovery under the policy; (vi) provide that it
may not be canceled, nor may coverage be reduced, without 30 days prior notice to the
Association and all additional insureds named in the policy; and (vii) include so-called "inflation
guard," "building ordinance or law" "steam boiler and machinery coverage" endorsements. If, as
a result of any improvements or alterations made to or concerning a Unit by its Owner, the
premium for the Association's property insurance policy is increased to an amount exceeding
what the premium would have been if the Owner had not made the improvements or alterations,
the Board may assess the amount of the increase in premium against the Owner's Condominium
as a Reimbursable Expense pursuant to Section 8.3(c).
(b) Liabilitv Insurance. The Association will obtain and maintain Comprehensive
Liability Insurance for bodily injury and property damage for the benefit of the Association and
its officers, directors, agents and employees in amounts and with coverage as determined from
time to time by the Board. All Owners shall be named as additional insureds for claims and
liabilities arising in connection with the ownership, use or management of the Common
Elements and the easement rights under the Easement Agreement. Such liability insurance will
have a combined single occurrence limit of not less than $5,000,000 and, to the extent available
on reasonable terms, will (i) be on a commercial general liability form; (ii) contain a
"severability of interest" or "cross-liability" endorsement which precludes the insurer from
denying the claim of any named or additional insured due to the negligent acts, errors or
omissions of any other named or additional insured; (iii) contain a waiver of subrogation by the
insurer as to claims against the Association, its directors, officers, employees and agents, Owners
and members of their households, and Declarant; (iv) be written as a primary policy, not
contributing with and not supplemental to any coverage that any Owner may carry; (v) provide
that no act or omission by any Owner, unless acting within the scope of such Owner's authority
on behalf of the Association, voids the policy or is a condition to recovery under the policy;
(vi) insure all of the named and additional insured parties against liability for negligence
resulting in death, bodily injury or property damage arising out of or in connection with the
operation, use, ownership or maintenance of the Common Elements; and(vii) provide that it may
not be canceled, nor may coverage be reduced, without 45 days' prior notice to the Association
and all additional insureds named in the policy. The liability insurance required to be maintained
under this Section 10.1(b) will not include coverage for any liability arising out of the operation,
use, ownership or maintenance of any Unit.
(c) Worker's Compensation and Emplover's Liability. The Association will obtain
and maintain worker's compensation and employer's liability insurance as determined from time
to time by the Board. At a minimum, the Association will maintain such insurance in amounts
and with coverages required by applicable law.
(d) Automobile Insurance. If the Association operates owned, hired or non-owned
vehicles, the Association will obtain and maintain comprehensive automobile liability insurance
at a limit of liability of not less than $500,000 for combined bodily injury and property damage.
654214.18 T L
(e) Directors' and Officers' Insurance. The Association will obtain and maintain
directors' and officers' liability coverage in the amount it determines from time to time.
(fl Fidelitv Insurance. The Association will obtain and maintain fidelity insurance
covering losses resulting from dishonest or fraudulent acts committed by the Association's
directors, officers, managing agents, trustees, employees or volunteers who manage the funds
collected and held for the benefit of the Association. The policy will name the Association as the
insured, (or obligee) include a provision requiring at least 30 days' written notice to the
Association before any cancellation of, or material modification in, the policy, and provide
coverage in an amount equal to at least three months' General Assessments against all Units,
based on the General Assessments most recently approved by the Board. If the Association
engages a managing agent that handles funds of the Association, the managing agent will also
maintain fidelity insurance satisfying the foregoing requirements of this Section 10.1(� and the
Act and provide evidence of the coverage to the Board.
(g) Other Insurance. The Association may obtain and maintain other insurance as the
Board, from time to time, deems appropriate to protect the Association or the Owners.
(h) Licensed Insurers. All policies of insurance required to be maintained by the
Association will be placed with insurers licensed in the State of Colorado. The carrier shall be
required to provide to the Board at the inception of the policies and on each anniversary date, a
summary that includes a description of the type of policy, the coverage and limits of coverage,
the amount of annual premium and the policy renewal dates. If obtainable without additional
expense, the licensed insurance broker or agent shall certify that the policy complies with and
satisfies the requirements of the section.
10.2 Owners' Insurance. Each Owner has the following responsibilities with respect to
insurance:
(a) Property Insurance. Each Owner will maintain at its expense (or will cause its
Permittee to maintain at its expense) property insurance upon the Owner's Unit and all personal
property and fixtures within the Owner's Unit or in any Limited Common Element allocated to
the Owner's Unit, in such amounts, against such risks, and containing such provisions as the
Owner may reasonably determine from time to time. Such property insurance will (i) permit a
waiver of claims by the Owner, and provide for a waiver of subrogation rights by the insurer as
to claims, against the Association, its directors, officers, employees and agents, the other Owners
and the members of such Owners' household; (ii) be written as a primary policy, not contributing
with and not supplemental to any coverage that the Association carries; and (iii)provide that,
notwithstanding any provision that gives the insurer an option to restore da�age in lieu of
making a cash settlement, the option may not be exercised if the proper party(ies) elect not to
restore the damage in accordance with the provisions of this Declaration or the Act. All
insurance carried under this Section 10.2(a) will provide that it may not be canceled, nor may
coverage be reduced, without 30 days' prior notice to the Association and, notwithstanding that
each Owner may select the amount and type of such insurance, for purposes of the waiver of
claims set forth in Section 10.4, each Owner is deemed to have elected to obtain such insurance
on a 100%replacement cost basis.
654214.18 `��
(b) Liability Insurance. Each Owner will maintain at its expense bodily injury and
property damage liability insurance for the benefit of the Owner and any additional insured it
names, in amounts and with coverage as are from time to time customarily maintained by
prudent owners of similar property; provided that such liability insurance will (i) have a
combined single occurrence limit of not less than $500,000; (ii) be written as a primary policy,
not contributing with and supplemental to any coverage that the Association or another Owner
carries; (iii) insure all of the named and additional insured parties against liability for negligence
resulting in death, bodily injury or property damage arising out of or in connection with the
operation, use, ownership or maintenance of the Owner's Unit; and (iv) contain a waiver of
subrogation by the insurer as to claims against the Association, its directors, officers, employees
and agents, owners and members of their households, and Declarant.
(c) Other Insurance. Each Owner may obtain additional insurance, at its own
expense, affording personal property, condominium assessment, loss of rents, personal liability
and any other coverage obtainable, to the extent and in the amount the Owner deems necessary
to protect its interests. Any such insurance will contain waivers pursuant to Section 10.4 and
will provide that it is without contribution as against the insurance maintained by the
Association.
(d) Assi�nment of Proceeds. If a casualty loss is sustained and there is a reduction in
the amount of proceeds that would otherwise be payable under any policy of insurance carried by
the Association due to the existence of any insurance carried by an Owner or Permittee, that
Owner or the Owner of the Permittee's Unit is liable to the Association to the extent of the
reduction and will pay the amount of the reduction to the Association upon demand; such Owner
also hereby assigns the proceeds of its insurance, to the extent of such reduction, to the
Association.
10.3 Certificates of Insurance• Notices of Unavailabilitv. Each Owner will provide to the
Association at the closing of the purchase of its Unit and no less than 10 days subsequent to
expiration of any coverage, certificate(s) of insurance evidencing the insurance required to be
carried under Sections 10.2(a) and 10.2(b). The Association will provide each Owner certificates
of insurance evidencing the insurance required to be carried by the Association under
Sections 10.1(a) and 10.1(b) and naming each Owner as an additional insured under such
policies. If the insurance described in Sections 10.1(a) and 10.1(b) is not reasonably available,
or if any policy of such insurance is canceled or not renewed and the Association does not obtain
a replacement policy for it, the Association promptly will give notice of the fact to all Owners.
10.4 Waiver of Claims. The Association will make no claim against any Owner or the
members of the Owner's household, for any loss, damage, injury or liability, no Owner will
make any claim against the Association, its directors, officers, employees or agents, or any other
Owner or member of such Owner's household for any property loss or damage to property, and
all such claims are hereby waived, to the extent that the loss, damage, injury or liability is or
would be covered by any insurance policy that is required under this Declaration (a) to be
maintained by or for the benefit of the waiving Person (assuming in the case of property
insurance policies that such insurance policy is maintained on a 100% replacement cost basis),
and (b)to provide for a waiver of subrogation rights by the insurer. For purposes of this
Section 10.4, the deductible or self-insured retention amount under any property insurance policy
6542,4.t8 43
required to be, or in fact, maintained by a waiving Person is deemed to be covered by the policy
so that, in addition to waiving claims for amounts in excess of the deductible or self-insured
retention (up to the covered limits, or deemed covered limits, of the policy), the waiving Person
waives all claims for amounts within the deductible or self-insured retention.
10.5 Proceeds. Except as provided in Section 10.2(d), the Association has no claim to and
each Owner may receive all proceeds of any insurance policy maintained by such Owner. The
Board is solely responsible for adjustment of any losses under insurance policies maintained by
the Association and is hereby irrevocably appointed the agent of all Owners, Security Holders
and other Persons having an interest in the Condominium Project for purposes of adjusting all
claims arising under insurance policies maintained by the Association and executing and
delivering releases when claims are paid. The Association shall receive all proceeds of any
insurance policy maintained by the Association, except other insured parties under liability
insurance policies will be entitled to proceeds arising out of their insured losses. The
Association will hold any proceeds of any property insurance it maintains in trust for the for the
Owners and Security Holders. The Board will disburse the proceeds of any property insurance
relating to damage to any Unit or Common Element in accordance with Section 11.2.
ARTICLE 11
CASUALTY
1 l.l Restoration Decision. If any Unit or Common Element is damaged or destroyed by fire
or other casualty (a "Casualty"), the provisions of this Article 11 apply. Promptly after any
Casualty occurs, the Board will obtain at least two bids from licensed contractors for the full and
lawful repair and restoration of all damaged Units and Common Elements. Upon receiving the
bids and after sufficient discussions with the adjuster for the Association's insurer, the Board
will notify the Owners of the amounts of the bids, the probable amount of insurance proceeds
and other funds (such as funds in the Reserve Account) that are available for restoration, and
whether, based on that information, the Board believes a Restoration Deficit will result if the
Owners elect to fully restore all damaged Units and Common Elements. In the notice, the Board
will also call a meeting of the Owners to vote on the question of whether to fully restore all
damaged Units and Common Elements. The Association will fully restore the damaged Units
(excluding, however, the finished interior surfaces of the walls, floors and ceilings of the Units
and any improvements or betterments installed in the Units by the Owners) and Common
Elements to their condition prior to the Casualty and as required by law, and the Board will
promptly enter into construction contracts and proceed with the restoration work, unless at the
meeting:
(a) The Condominium Project is terminated pursuant to Article 13; or
(b) At least 67% of all Owners, including the Owner of any Unit whose boundaries
will be changed or the use or enjoyment of which (including its allocated Limited Common
Elements) will be prevented or materially impaired as a result of not fully restoring all damaged
Units and Common Elements, vote (i) not to fully restore all damaged Units and Common
Elements and not to terminate the Condominium Project; (ii) to approve plans and specifications
for a limited restoration that will restore the damaged area to a condition compatible with the
remainder of the Condominium Project and that may include, without limitation, demolition,
654214.I S 44
restoration or alteration of all or part of any damaged Unit or Common Element; and (iii)to
adopt, if applicable, an amendment to this Declaration (including the Map) to reflect the
conversion of all or part of one or more damaged Unit(s) to Common Elements or of all or part
of one or more damaged Common Element(s) to one or more Unit(s) and the corresponding
reallocation of the Common Allocations allocated to the Units pursuant to this Declaration
(which reallocation will be based on the same formula set forth in this Declaration for
determining the Common Allocations).
If the Condominium Project is terminated, the Association will perform limited restoration of the
Units and Common Elements as necessary to return them to a safe, lawful and saleable
condition. If the Owners vote not to fully restore all damaged Units and Common Elements and
not to terminate the Condominium Project, the Association will perform the limited restoration
and Record the amendment to this Declaration, if any, approved by the requisite number of
Owners pursuant to Section 11.1(b). If, however, the Owners elect to fully restore all damaged
Units and Common Elements, the Board will assess a Special Assessment pursuant to �
Section 8.3(d) to the extent necessary to cover any Restoration Deficit.
11.2 Dis�osition of Insurance Proceeds. All proceeds of property insurance received by or
disbursed to the Association in connection with a Casualty will be applied first to the full or
limited restoration of the damaged Units and Common Elements, as provided in Section 11.1,
and then, if any insurance proceeds remain after the full or limited restoration, the excess
proceeds will be paid to the Owners, subject to the rights of their Security Holders, as follows:
(a) if the Owners elect not to fully restore all damaged Units and Common Elements
and to terminate the Condominium Project pursuant to Article 13, then each Owner will be paid
its Unit's Termination Allocation of the excess proceeds pursuant to Section 13.3;
(b) if the Owners elect not to fully restore all damaged Units and Common Elements
and not to terminate the Condominium Project, then any of such excess proceeds attributable to
any damaged Units that are not restored or to any Common Elements that are not restored and
were necessary for the use and enjoyment of any Units or Limited Common Elements that are
not fully restored will be paid to the Owners of these Units or the Owners of the Units to which
those Limited Common Elements are allocated to the extent of the insurance coverage allocated
to those Units or Common Elements, and each Owner will be paid its Unit's Common Allocation
of the remainder of the excess proceeds, if any; or
(c) if the Owners elect to fully restore all damaged Units and Common Elements,
then each Owner will be paid its Unit's Common Allocation of the excess proceeds.
11.3 Manner of Restoration. The restoration of any Unit or Common Element under this
Article 11 is subject to the following requirements:
(a) Plans. Except in the case of a limited restoration in accordance with
Section 11.1(b), the restoration will be completed in accordance with the as-built plans and
specifications of the Unit or Common Element immediately prior to the damage.
654214.18 ��
(b) Requirements. The Association will:
(i) obtain all necessary permits and governmental authorizations for the
restoration;
(ii) comply with all applicable zoning and building codes and other applicable
laws, ordinances and restrictive covenants;
(iii) perform the restoration in a diligent, good and workmanlike manner, free
and clear of all mechanics' and materialmen's liens and other claims;
(iv) during the construction process, to the extent required by good
construction practices, keep the area affected thereby in a safe, neat and clean condition;
(v) minimize any impact from the construction process on other Units or
Common Elements or other portions of the Condominium Project; and
(vi) perfortn any restoration or construction work, or cause such work to be
performed, in a manner that maintains harmonious labor relations and does not interfere
unreasonably with or delay the work of any other contractors then working anywhere on
the Condominium Project.
(c) Coordination by Association. The Association has full authority and
responsibility to coordinate the manner of completion and scheduling of any restoration under
this Article 11 to ensure the completion of the restoration in an efficient manner. Each Owner
will cooperate and cause its contractors and agents to cooperate in the Association's coordination
of any restoration. As used in this Article 11, a "restoration" will include any repair,
replacement, restoration, reconstruction, construction or demolition required as a result of any
damage or destruction.
11.4 No Abatement. Each Unit will continue to be subject to Assessments following any
damage to or destruction of any portion o� the Condominium Project, without abatement or
modification as a result of the damage or destruction.
ARTICLE 12
CONDEMNATION
12.1 Takin� of Condominiums. If all or a part of any Unit or the use of, but not title to, any
Limited Common Element allocated to the Unit, is taken by the exercise of the power of eminent
domain or is conveyed in lieu of such exercise (collectively, "Taking"), the Owner of the Unit is
solely responsible for negotiating with the condemning authority concerning the award for the
Taking and may receive the award after the liens of all Security Holders on the affected Unit or
portion of it are satisfied or otherwise discharged. If only part of a Unit is acquired by a Taking,
the Owner of the Unit is responsible for restoring the Unit as necessary to return the Unit to a
safe and lawful condition that does not adversely affect the use or enjoyment of the other Units
or Common Elements or detract from the general character or appearance of the Condominium
Project. The plans and specifications for the restoration are subject to the Board's prior
approval. The restoration will be completed in accordance with the approved plans and
6542,4.�8 46
specifications and the provisions of Section 11.3(b), as if the Owner of the Unit to be restored
were the Association. If a condemning authority acquires by a Taking all or a part of one or
more Units in such a manner that such Unit(s) is or are no longer subject to this Declaration, then
the Association will consider and pass, pursuant to Article 14, an amendment to this Declaration
revising the Common Allocation of each of the remaining Units, and, if necessary, the allocation
of any Limited Common Element previously allocated to the Unit(s) that is or are no longer
subject to this Declaration.
12.2 Takin�,of Common Elements. A "Common Element Taking" means any Taking by
which a condemning authority acquires title to any Common Element. The Board is solely
responsible for negotiating, and may negotiate with the condemning authority on behalf of all
Owners concerning, the amount of the award for any Common Element Taking, and the Board's
acceptance of an award is binding on all Owners. If a Common Element Taking occurs, the
Association is responsible for restoring the remaining Common Elements as necessary to return
them to a safe and lawful condition that does not adversely affect the use or enjoyment of the
Units or other Common Elements or detract from the general character or appearance of the
Condominium Project. If the net award (i.e., net of costs of collection) received by the
Association from any Common Element Taking exceeds the amount actually incurred by it in
connection with any required restoration of the Common Elements, the Association will pay or
credit each Owner with its Unit's Termination Allocation of the excess condemnation award, as
if the award resulted from a sale of the Condominium Project pursuant to Section 13.2;provided,
however, that the valuation date used to determine the fair market value of each Unit pursuant to
Section 13.3 for purposes of determining the Termination Allocations will be the date
immediately preceding the earlier of the date that title or the date that possession is transferred to
the condemning authority in connection with the Common Element Taking. If the net amount of
the award so received is insufficient to effect such restoration, the Board may assess a Special
Assessment to cover the Restoration Deficit in accordance with Section 8.3(d).
ARTICLE 13
TERMINATION
13.1 Termination Agreement. The Condominium Project may be terminated only pursuant to
a written agreement to terminate executed and acknowledged (or ratified and acknowledged in
writing) by the Owners of Units to which 67% of the votes in the Association are allocated (a
"Termination Agreement"). A Termination Agreement is effective when (a)the requisite
number of Owners have executed and acknowledged it or a ratification of it, and (b) the
Termination Agreement and all ratifications, if any, are Recorded. A Termination Agreement
will state a date after which it is automatically void unless it is effective by that date. A
Termination Agreement will also state that, when it becomes effective, the Condominium Project
is deemed terminated and the Association will sell the Condominium Project, including all Units
and Common Elements, on behalf of all Owners, upon terms and conditions of sale approved by
the Board,provided that those terms will be at least as favorable as the minimum terms set forth
in the Termination Agreement.
13.2 Sale of Condominium Proiect. When a Termination Agreement becomes effective, the
Condominium Project is deemed terminated, the Association will sell the entire Condominium
Project (i.e., all Units and all Common Elements) for the benefit of the Owners, and the resulting
654214.18 ��
sales proceeds will be allocated in accordance with Section 13.3. Upon approval of a
Termination Agreement, (a) each Owner (including dissenting Owners) is deemed to grant the
Association, acting through its officers under the authority of the Board, an irrevocable power of
attorney, coupled with an interest,to sell the Condominium Project for the benefit of the Owners,
and (b) accordingly, the Association has full and complete authority, right and power to make,
execute and deliver any contract, deed or other instrument necessary and appropriate to
accomplish that purpose. Notwithstanding the termination of the Condominium Project, the
Association (and its officers and the Board) will continue to exist and hold office, respectively,
with all of its and their powers specified in this Declaration and the Bylaws (including, without
limitation, the power to impose Assessments) until the Condominium Project is sold and all
proceeds (i.e., sales proceeds and, if applicable, insurance proceeds or condemnation proceeds)
are distributed. Unless otherwise specified in the Termination Agreement or otherwise
precluded by law, until a sale of the Condominium Project is concluded, each Owner has an
exclusive right to occupy its former Unit and remains liable for all Assessments and other
obligations imposed on the Owner pursuant to this Declaration.
13.3 Proceeds. The Association will pay to each Owner its Unit's Termination Allocation of
the net proceeds of the sale of the Condominium Project following termination of the
Condominium Project (together with any insurance proceeds or condemnation proceeds).
However, no payment will be made to an Owner until all liens on its Condominium are paid out
of the Owner's share of the proceeds, in the order of priority of such liens. A Unit's
"Termination Allocation" means the percentage obtained by dividing the fair market value of the
Condominium of which the Units is a part by the total fair market values of all of the
Condominiums. The valuation date used in determining the fair market value of each
Condominium is the date immediately prior to the date the Termination Agreement becomes
effective (or, if the termination is attributable to a Casualty where the Owners elect to terminate
the Condominium Project pursuant to Section 11.1(a), the valuation date is the date immediately
prior to the date on which the casualty occurred). The fair market value of each Condominium
as of the appropriate valuation date will be determined by one or more independent appraisers
selected by the Board. The Association will distribute to the Owners the values determined by
the independent appraisers. Those values are final and binding on all Owners for purposes of
establishing the Termination Allocations unless within 30 days after distribution they are
disapproved in writing by the Owners of Units to which at least 25% of the votes in the
Association axe allocated.
ARTICLE 14
AMENDMENT
14.1 Required Votes.
(a) Declarant, without the vote or consent of the Board or the Owners, may amend
this Declaration or the Map to correct clerical, typographical or technical errors.
(b) Declarant, without the vote or consent of the Board or the Owners, may amend
the Declaration to comply with the requirements, standards or guidelines of recognized
secondary mortgage markets, the U.S. Department of Housing and Urban Development, the
Federal Housing Administration, the Veteran's Administration, the Federal Home Loan
6542�4.�8 48
Mortgage Corporation, the Government National Mortgage Association or the Federal National
Mortgage Association.
(c) Amendments to this Declaration contemplated by Sections 9.2 and 12.1 may be
made by the Board on behalf of the Association and do not require the approval of the Owners.
Amendments to this Declaration contemplated by Sections 2.8(a), 2.8(b), 2.8(d), and 2.8(h) may
be made by Declarant and do not require the approval of the Owners.
(d) Except as otherwise expressly permitted under this Declaration and the Act, any
amendment to this Declaration that increases the Special Declarant Rights, increases the
maximum number of Units, or changes the boundaries of any Unit or the allocated interests of
any Unit, requires the vote or agreement of the Owners of Units to which at least 67% of the
votes in the Association are allocated, including 67% of the votes allocated to Units not owned
by Declarant.
(e) Except as otherwise expressly permitted under the Act, any amendment to this
Declaration that changes the uses to which any Unit is restricted requires the vote or agreement
of the Owners of Units to which at least 67% of the votes in the Association are allocated.
(� Any amendment to this Declaration that changes a specific clause or provision
prescribing a certain percentage of affirmative votes or written consents for action to be taken
under that clause or provision, requires the affirmative vote or written consent of those Owners
of Units to which at least that percentage (as prescribed in that clause or provision) of the votes
in the Association are allocated.
(g) Any amendment to this Declaration made during the Declarant Control Period
affecting a right that Declarant may exercise during that period or any amendment to this
Declaration made during the Declarant Development Period affecting a right that Declarant may
exercise during that period requires the written approval of Declarant in each case.
(h) Except as provided in Sections 14.1(a) through Section 14.1(g), this Declaration
(including the Map) may be amended by the affirmative vote or written consent of the Owners of
Units to which more than 50% of the votes in the Association are allocated.
14.2 Amendin� Documents. Except for any amendment that by the terms of this Declaration
may be and is duly executed, acknowledged and Recorded by Declarant or by or on behalf of the
Board, an amendment to this Declaration is effective only when all of the following events
occur:
(a) Approved Writin�. The amendment is reduced to a writing that is approved (by
affirmative vote or written consent) by the Owners of Units to which at least the applicable
required percentage of votes in the Association are allocated.
(b) Certificate by Association. A written certificate, executed and acknowledged by
the president or any other authorized officer of the Association, is attached to the written
amendment which states that the amendment was approved by the applicable required percentage
of Owners pursuant to Section 14.1.
6542,4.�8 49
.
(c) Recording. The approved written amendment described in Section 14.2(a) and
the certificate described in Section 14.2(b) are Recorded.
(d) Presumption of Validity. After an amendment to this Declaration is Recorded, a
presumption exists that all votes and approvals regarding the amendment were duly obtained and
satisfy the requirements of this Declaration. The presumption may be rebutted by an action
commenced within one year from the date the amendment is Recorded; in the absence of an
action commenced within the one-year period, the presumption is deemed conclusive.
ARTICLE 15
OWNER'S ACKNOWLEDGMENTS AND WAIVERS
15.1 Owner's Acknowledgments.
(a) Mountain Activities. The Condominium Project is located adjacent to skiing
facilities and recreational areas (the "Mountain Recreational Areas"). The Mountain
Recreational Areas are expected to generate an unpredictable amount of visible, audible and
odorous impacts and disturbances from activities relating to the construction, operation, use and
maintenance of the Mountain Recreational Areas (the "Mountain Activities"). The Mountain
Activities include, without limitation: (i) movement and operation of passenger vehicles
(including, without limitation, buses, vans and other vehicles transporting passengers over
adjacent streets and over, around and through the Mountain Recreational Areas), commercial
vehicles, and construction vehicles and equipment; (ii) activities relating to the construction,
operation and maintenance of roads, trails, ski trails, skiways and other facilities relating to the
Mountain Recreational Areas (including, without limitation, tree cutting and clearing, grading
and earth moving and other construction activities, construction, operation and maintenance of
access roads, snow-making equipment, chairlifts, gondolas, busses or other transportation
systems, operation of vehicles and equipment relating to trash removal, snow removal, snow
grooming, and over-the-snow or over-the-terrain transportation purposes, and operation of safety
and supervision vehicles); (iii) activities relating to the use of the Mountain Recreational Areas
(including, without limitation, skiing, snow-boarding, ski-patrol activities, and other
over-the-snow activities, hiking, horseback riding, bicycling and other recreational activities);
(iv) ski racing and organized events and competitions relating to the activities described in
clause (iii) above; (v) concerts, fireworks displays, and other performances and special events;
(vi) lodging cabins, restaurants, clubs, restrooms and other public use facilities; (vii) publie
access to adjacent U.S. Forest Service lands; (viii)public parking facilities and the traffic related
thereto; (ix)public pedestrian and recreational uses of bike paths and trails and other facilities;
(x) emergency uses; and (xi) other activities permitted by law from time to time. The Mountain
Activities may occur during daytime and nighttime.
(b) Construction Activities. The Condominium Project is located in an area that is
subject to or near ongoing construction activities relating to the development of adjacent
properties and the Mountain Recreational Areas (the "Construction Activities"). The
Construction Activities are expected to generate an unpredictable amount of visible, audible and
odorous impacts and disturbances. The Construction Activities may include, without limitation:
(i) construction traffic (including, without limitation, construction vehicles, equipment and
vehicles used or owned by Declarant, adjacent landowners, and the employees, agents and
6542�4.�8 . 50
contractors of either of them; and (ii) construction activities (including, without limitation,
grading, excavation, clearing, site work and construction of improvements) relating to the
Condominium Project, nearby properties, or the Mountain Recreational Areas, and specifically
including, without limitation, the Front Door Projects.
(c) Commercial Activities. A variety of commercial activities are and will be
conducted nearby and adjacent to the Condominium Project, including, without limitation; those
associated with the Front Door Projects (the "Commercial Activities"). The Commercial
Activities are expected to generate an unpredictable amount of visible, audible and odorous
impacts and disturbances. The Commercial Activities may include, without limitation:
(i) operation of full-service hotel(s) and health spa(s) with associated swimming pool(s) and
other outdoor recreational facilities; (ii)meetings, conferences, banquets and other group events;
(iii) sales and rentals of clothing, skis, ski-related equipment, other over-the-snow equipment,
bicycles, and other recreational equipment; (iv) sales of tickets for chairlifts, gondolas, other
transportation systems, and other activities and events conducted on the Mountain Recreational
Areas; (v) indoor and outdoor restaurant and bar operations (including, without limitation, the
sale of food and alcoholic and non-alcoholic beverages for consumption on and immediately
adjacent to the Property and at other locations) and preparation of hot and cold food (through the
use of barbecue grills, fire pits and other smoke and/or odor producing means) and beverages at
indoor and outdoor facilities on and immediately adjacent to the Property; (vi) sales of services
relating to skiing, other over-the-snow activities, and other recreational activities (including,
without limitation, tuning, w�ing, repairing, mounting of bindings on, renting, storing and
transporting skis, snowboards and similar equipment, ski schools and other forms of individual
and group lessons, tours and excursions); (vii) public use of the Property for access to the
Mountain Recreational Areas, vehicle passenger drop-off and pick-up, locker room, changing
room, rest room and lounge purposes in designated areas, and short-term clothing and equipment
storage; (viii) parking activities (including, without limitation, activities relating to valet parking
or parking relating to adjacent properties); (ix)the installation, operation and maintenance of
illuminated and non-illuminated signage; (x) concerts and other outdoor and indoor
entertainment, performances and special events, including, without limitation, Oktoberfest and
similar festivals and arts or crafts or other types of fairs; (xi) operation of private clubs for
parking, skiing, recreational and other purposes; and (xii) any other uses or activities permitted
by law from time to time. The Commercial Activities may occur during daytime and nighttime.
(d) Waiver and Release. Each Owner, by taking title to a Unit, acknowledges that the
Mountain Activities, Construction Activities and Commercial Activities, and the impacts and
disturbances generated by them, may occur in and around the Unit and the Condominium
Project. No Owner may assert or claim any violation of this Declaration based on the existence
or occurrence of the Mountain Activities, Construction Activities and Commercial Activities, or
impacts and disturbances generated by them. Each Owner, by taking title to a Unit, forever
waives and releases any actions or claims the Owner and its successors and assigns may have
against Declarant, the operator(s) of the Mountain Recreation Areas, and their successors and
assigns which in any way arise out of the impacts and disturbances generated from the Mountain
Activities, Construction Activities or Commercial Activities except any such activities, impacts
or disturbances that are, or result from, in whole or in part, a violation of applicable law or the
gross negligence or willful misconduct of the operators of the Mountain Recreation Area or their
successors or assigns.
654214.18 ��
J
152 Mountain Recreation Fees; Ski Access. By taking title to a Unit, each Owner
acknowledges that no right is created or arises from ownership of a Unit or membership in the
Association, either (a)to use the Commercial Activity Areas or the Mountain Recreational Areas
(including, without limitation, the Vail Mountain ski area); or (b)to any waiver or discount of
the prices charged for lift tickets or other fees charged to users of the Commercial Activity Areas
or the Mountain Recreational Areas. Any right that any Owner acquires to use the Commercial
Activity Areas or the Mountain Recreational Areas may be created or arise, if at all, only through
a separate agreement with or license granted by the owners or operators of the Commercial
Activity Areas or the Mountain Recreational Areas and is not derived in any way through
ownership of a Unit or membership in the Association. Notwithstanding the proximity of the
Condominium Project to skiing operations conducted in the Mountain Recreational Areas,
Declarant does not and will not have any obligation to provide or assure a Unit or other
Condominium Units of "ski-in" or "ski-out" access in the course of the use of those skiing
facilities, and each Owner acknowledges that such access may not be available and that in any
case Declarant and its affiliates do not control the provision of such access. By taking title to a
Unit, each Owner specifically acknowledges that means and ways of access from and to
Mountain Recreational Areas are presently owned and controlled by the United States Forest
Service.
15.3 Disclaimer. Declarant makes no representations, covenants or warranties to any Owner
concerning, the nature, scope, schedule or continuation of the Commercial Activities or activities
operated or conducted in or relating to the Mountain Recreational Areas (including, without
limitation, the Vail ski area). By taking title to a Unit, each Owner acknowledges that (a)the
activities may be discontinued from time to time or permanently after the date of this
Declaration; (b) the activities may not be operated or conducted during the same hours, days or
months as any schedule in effect or contemplated on the date of this Declaration; (c) the
activities may be conducted during more hours (during both daytime and nighttime), days, and
months than any schedule in effect or contemplated on the date of this Declaration; and (d)more
activities may be operated or conducted in the Mountain Recreational Areas than occur or are
contemplated on the date of this Declaration.
15.4 No View Easement. Notwithstanding anything contained in this Declaration to the
contrary, each Owner, by taking title to a Unit, acknowledges and agrees that there is no
easement or other right, express or implied, for the benefit of any Owner or its Unit for light,
view or air included in or created by this Declaration or as a result of ownership of the Unit.
15.5 Access and Use of Ski Club and Spa. Notwithstanding anything contained in this
Declaration to the contrary, each Owner, by taking title to a Unit, acknowledges and agrees that
such Owner's access to, and use and enjoyment of, the Ski Club is subject to the terms and
conditions contained in the Club Membership Agreement and in the �Ski Club's governing
documents, as may be amended from time to time. In addition, each Owner, by taking title to a
Unit, acknowledges and agrees that such Owner's access to, and use and enjoyment of, the Spa is
subject to the terms and conditions contained in the Spa Easement Agreement. No right to
access and use the Ski Club or the Spa by any Owner's or its Permittees is granted by virtue of
this Declaration and such rights arise solely by virtue of the Club Membership Agreement and
the Spa Easement Agreement.
654214.18 ✓�
15.6 Geolo ig cal1Y Sensitive Area. Each Owner, by taking title to a Unit, acknowledges and
agrees that its Unit and the Condominium Project may be located in a geologically sensitive area
that may be subject to rock or debris slides, as those areas are designated by the Town of Vail
pursuant to its Town Code Ordinance §12-21-15.
15.7 Securit . NEITHER THE ASSOCIATION, DECLARANT, OR ITS AFFILIATES
SHALL 1N ANY WAY BE CONSIDERED INSURERS OR GUARANTORS OF SECURITY
WITHIN THE CONDOMINIUM PROJECT, AND NEITHER THE ASSOCIATION, NOR
DECLARANT OR ITS AFFILIATES, SHALL BE HELD LIABLE FOR ANY LOSS OR
DAMAGE BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURITY,
INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN, OR ACTS OF THIRD
PARTIES. ALL OWNERS, TENANTS, GUESTS, AND 1NVITEES OF ANY OWNER, AS
APPLICABLE, ACKNOWLEDGE THAT THE ASSOCIATION, ITS BOARD OF
DIRECTORS, DECLARANT, ITS AFFILIATES, AND COMMITTEES ESTABLISHED BY
ANY OF THE FOREGOING ENTITIES, ARE NOT 1NSURERS AND THAT EACH OWNER,
TENANT, GUEST, AND 1NVITEE ASSUMES ALL RISK OF LOSS OR DAMAGE TO
PERSONS, TO UNITS, AND TO THE CONTENTS OF UNITS, AND FURTHER
ACKNOWLEDGE THAT DECLARANT, ITS AFFILIATES, BOARD OF DIRECTORS, AND
COMMITTEES HAVE MADE NO REPRESENTATIONS OR WARRANTIES, NOR HAS
ANY OWNER, TENANT, GUEST, OR 1NVITEE RELIED UPON ANY
REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, RELATIVE TO ANY SECURITY MEASURES RECOMMENDED OR
UNDERTAKEN.
15.8 Inspection by Others• Waiver of Post Inspection Liabilitv. It is hereby expressly
understood and agreed by Declarant and by any Owner upon taking title to a Unit that Declarant
relies upon governmental inspectors and other qualified subcontractors and tradesmen to inspect
the construction of the Units and the Common Elements in order to verify compliance with
construction plans and with any and all building code requirements applicable to residential
construction. Declarant and each Owner further expressly understand and agree that, with
respect to the Units and the Common Elements, upon compliance with the inspections required
by the local building department and the issuance of a certificate of occupancy by the responsible
governmental agency, Declarant shall be deemed to have used its best efforts to construct such
Units and Common Elements in compliance with the construction plans and all applicable
building code requirements. EACH OWNER, BY TAKING TITLE TO A LINIT, HEREBY
KNOWINGLY AND WILLINGLY WAIVES AS AGAINST DECLARANT AND ITS
AFFILIATES ANY AND ALL DEMANDS, CLAIMS, ACTIONS AND CAUSES OF
ACTION, AND ALL LIABILITY, LOSSES, DAMAGES, COSTS OR EXPENSES THAT
HAVE BEEN OR MAY BE INCURRED 1N ASSOCIATION THEREWITH, 1NCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES AND EXEMPLARY DAMAGES, WHICH
ARISE FROM OR ARE RELATED TO ANY NONCOMPLIANCE OF THE UNITS OR THE
COMMON ELEMENTS WITH CONSTRUCTION PLANS OR BUILDING CODE
REQUIREMENTS, WHICH NONCOMPLIANCE IS DISCOVERED AFTER THE
ISSUANCE OF A CERTIFICATE OF OCCUPANCY FOR, RESPECTIVELY, SUCH UNITS
OR COMMON ELEMENTS; AND ANY SUCH NONCOMPLIANCE SHALL BE DEEMED
�1NINTENTIONAL WITH RESPECT TO DECLARANT. EACH OWNER HEREBY
6542�4.�8 ' S3
ACCEPTS, AND ASSUMES THE RISK OF ANY AND ALL DAMAGE OR DEFECTS OF
OR TO EACH OF THE UNITS AND THE COMMON ELEMENTS, THE DISCOVERY OF
WHICH IS MADE AFTER THE ISSUANCE OF A CERTIFICATE OF OCCUPANCY FOR,
RESPECTIVELY, SUCH UNITS OR SUCH COMMON ELEMENTS, EXCEPT TO THE
EXTENT THAT SUCH OWNER MAY HAVE A CLAIM THEREFOR AGAINST ANY
PARTY OTHER THAN DECLARANT OR ITS AFFILIATES.
15.9 Mold Disclosure and Waiver. Mold, mildew, fizngi, bacteria and microbiologic
organisms (collectively, "Mold") are present in soil, air and elsewhere in the environment. Mold
can proliferate in various environments, including, among others, damp areas such as bathrooms
and within walls and partitions. Certain parties have expressed concerns about the possible
adverse effects on human health from exposure to Mold. Due to various reasons, including the
varying sensitivities of different individuals to various types of Mold and other contaminants, as
of the date of this Declaration, no state or federal standards regarding acceptable levels of
exposure to Mold exist. According to the Consumer Product Safety Commission and the
American Lung Association, some diseases or illnesses have been linked with biological
pollutants in the indoor environment, including some forms of Mold. However, it is believed
that many of these conditions may also have causes unrelated to the indoor environment.
Therefore, as of the date of this Declaration, it is unknown how many potential health problems
relate primarily or exclusively to indoor air quality or Mold. Each Owner, by taking title to a
Unit, is advised that Declarant and the Association are not qualified and have not undertaken to
evaluate all aspects of this very complex issue. Each Owner, by taking title to a Unit,
acknowledges that Declarant andlor the Association have not performed any testing or evaluation
of, and make no representations or warranties, express or implied, concerning, the past, current
or future presence or absence of Mold in the Unit, any Limited Common Elements allocated to
the Unit, or any other Common Elements or in the vicinity of the Unit, any Limited Common
Elements allocated to the Unit, or any other Common Elements, or within the vicinity of the
Property. Declarant and the Association recommend that each Owner, at the Owner's expense,
conduct its own investigation and consult with such experts as the Owner deems appropriate
regarding the occurrence and effects of Mold, the potential sensitivity or special risk the Owner,
his or her family members, and others individuals who will occupy or use the Unit or any
Limited Common Elements allocated to the Unit, may have with respect to Mold, and methods
to reduce or limit Mold within the Unit or any Limited Common Elements allocated to the Unit.
When excessive moisture or water accumulates indoors, Mold growth can and will occur,
particularly if the moisture problem remains unaddressed. There is no practical way to eliminate
all Mold in an indoor environment. The key to controlling indoor Mold growth is to control
moisture. Each Owner, by taking title to a Unit, agrees to maintain the Unit and any Limited
Common Elements allocated to the Unit in such a manner as to reduce the potential for increased
Mold formation or growth, including, without limitation, keeping dryer and other vents and/or
fans clear and functioning, and preventing and repairing plumbing, window and other leaks and
sources of moisture. Each Owner, by taking title to a Unit, agrees to make periodic inspections
of the Unit and any Limited Common Elements allocated to the Unit for the presence of Mold or
conditions which may increase the ability of Mold to propagate within the Unit or any Limited ,
Common Elements allocated to the Unit, and to monitor the Unit and any Limited Common
Elements allocated to the Unit on a continual basis for excessive moisture, water or Mold
accumulation. If water or moisture is discovered in or around the Unit or any Limited Common
Elements allocated to the Unit, the Owner, by taking title to a Unit, agrees to immediately seek to
654214.16 54
eliminate the source of the water or moisture. Failure to eliminate the source of moisture can
result in additional damage and the growth of Mold. Declarant will not be responsible for
damages, and each Owner, by taking title to a Unit, hereby waives all rights to damages and
subrogation of damages. Each Owner, by taking title to a Unit, agrees to indemnify Declarant
and the Association and hold Declarant and the Association harmless from damages, including in
all cases personal injury or property damage, caused by the presence of Mold and/or water or
moisture in the Unit or other portions of the Property to the extent that the damages are caused
by: (i)the Owner's negligence or failure to properly maintain and monitor the Unit or any
Limited Common Element allocated to the Unit; or (ii) the Owner's failure to promptly take
appropriate corrective measures and minimize any damage caused by water or moisture
(including, without limitation, failure to promptly notify and engage the help of appropriate
professionals or experts). The provisions of this Section 15.9 will be binding upon the Owners to
the fullest extent permitted by applicable law, as may be in effect from time to time.
15.10 Radon Disclosure and Waiver. Each Owner, by taking title to a Unit, acknowledges that
the Colorado Department of Health and the Environment, the United States Environmental
Protection Agency, and other agencies and parties have historically detected elevated levels of
naturally occurring radon gas in residential structures throughout the State of Colorado, which
has not been an uncommon occurrence, and such occurrences of, and long-term exposure to,
elevated levels of radon gas may be harmful to human health and may also adversely affect the
value of the Unit and the Condominium Project. DECLARANT HEREBY DISCLAIMS ANY
AND ALL REPRESENTATIONS, WARRANTIES, OBLIGATIONS OR LIABILITIES
CONCERNING RADON GAS OR THE POSSIBILITY OF RADON GAS ENTERING
THE UNIT AND/OR THE CONDOMINIUM PROJECT; EACH OWNER HEREBY
ACCEPTS SUCH DISCLAIMER, AND AGREES THAT DECLARANT AND THE
ASSOCIATION SHALL NOT HAVE ANY OBLIGATION OR LIABILITY FOR, AND
WAIVES ANY CLAIM AGAINST DECLARANT AND THE ASSOCIATION, AND
THEIR CONTRACTORS, AFFILIATES OR AGENTS, RELATED TO ANY
OCCURRENCES OF RADON GAS THAT MAY AFFECT THE UNIT OR THE
CONDOMINIUM PROJECT, INCLUDING ANY LIABILITY OR LOSS ARISING
FROM ANY PERSONAL INJURY, PROPERTY DAMAGE OR LOSSES, OR DEATH
ARISING FROM OR ASSOCIATED WITH ANY OCCURRENCE OR PRESENCE OF
RADON GA5, WHETHER AND WHENEVER KNOWN OR UNKNOWN, OR
SUSPECTED OR UNSUSPECTED. Each Owner specifically agrees that the prevention of
radon gas accumulation in their Unit and the Condominium Project shall be the exclusive
responsibility of each Owner and the Owners of the other Condominium Units. The provisions
of this Section 15.10 will be binding upon the Owners to the fullest extent permitted by
applicable law, as may be in effect from time to time.
ARTICLE 16
CONVEYANCING AND ENCUMBRANCING
16.1 Units. Any conveyance of a Unit includes an undivided interest in the Common
Elements allocated to the Unit under this Declaration, regardless of whether the undivided
interest is specifically described in the conveyance. A description of any Unit that sets forth
(a)the identifying number of the Unit, (b) the name of the Condominium Project, (c) the date of
recording and the recording data of this Declaration in the Records, and (d)the county in which
654214.18 55 .
the Condominium Project is located is, if included in an otherwise proper instrument, sufficient
for all purposes to sell, convey, transfer, encumber or otherwise affect not only the Unit but also
the entire Condominium. A Person who becomes an Owner will promptly notify the Association
of its ownership of a Unit. An Owner may encumber its Unit as it sees fit, subject to the
provisions of this Declaration. Any conveyance, encumbrance, judicial sale or other transfer,
voluntary or involuntary, of an individual interest in the Common Elements will be void unless
the Unit to which that interest is allocated is also transferred.
16.2 Common Elements. Except as otherwise provided in Article 13 with respect to the
termination of the Condominium Project, the Common Elements or portions of them may be
conveyed or subjected to a lien or security interest by the Association in accordance with
Section 312 of the Act, with the written approval of Owners of Units to which are allocated 67%
of the votes in the Association, including 67% of the votes allocated to Units not owned by
Declarant. The conveyance or encumbrance does not affect the priority or validity of
pre-existing encumbrances. Any net proceeds of the sale of a Common Element pursuant to this
Section 16.2 will be distributed to the Owners in accordance with Article 12, as if the proceeds
are an award paid as a result of the condemnation of the Common Element.
16.3 New Owner Liability.
(a) General. If any Unit is voluntarily or involuntarily transferred to any Person, the
new Owner of the Unit is liable for all Assessments or Assessment installments against the Unit
beginning as of the time of transfer;provided that the new Owner's interest in the Unit is subject
to the Association's lien for any unpaid Assessments as of the date of the transfer pursuant to this
Declaration.
(b) First Mort�a�e Foreclosure. Any First Mortgage is subject to the Association's
lien, and any First Mortgagee acquiring title to a Condominium through foreclosure of a First
Mortgage is liable, for any unpaid Assessments (i)which are delinquent at the time the First
Mortgage is Recorded, or (ii) which become due after the First Mortgage is Recorded to the
extent of an amount equal to Assessments based on the budget that is applicable from time to
time pursuant to Section 6.3 that would have become due during the six-month period
immediately before the Association or any Person holding a lien senior to any part of the
Association's lien cqmmences an action or a nonjudicial foreclosure either to enforce or
extinguish the lien.
(c) Reallocation. Without releasing the transferor from any liability for any unpaid
Assessments, any unpaid portion of an Assessment which is not a lien by operation of
Section 16.3(b) is part of the Common Expenses and collectible from all Owners liable for
Common Expenses, including a new Owner or a First Mortgagee acquiring title to a Unit through
foreclosure of a First Mortgage.
16.4 Estoppel Certificates. Within 14 days after receiving a written request from any Owner,
Security Holder or a designee of either of them, delivered personally or by certified mail,
first-class postage prepaid, return receipt requested, to the Association's registered agent, the
Association will furnish to the requesting party, by personal delivery or by certified mail,
first-class postage prepaid, return receipt requested, an estoppel certificate executed by an officer
6542�4.�8 56
�
of the Association and addressed to the requesting party, stating any then unpaid Assessments
due from the requesting Owner or the Owner of the Unit encumbered by the requesting Security
Holder's Security for an Obligation, or stating that there are no unpaid Assessments due from
such Owner, as the case may be. An estoppel certificate furnished by the Association pursuant to
this Section 16.4 is binding on the Association, the Board and every Owner. Such Owner's Unit
shall not be subject to a lien for any unpaid Assessments against the Unit to the extent that(a)the
lien arises before the date of the certificate and the amount of the lien exceeds any unpaid
amounts stated in the certificate, or (b) if the Association does not furnish an estoppel certificate
pursuant to this Section 16.4, the unpaid Assessments are due as of the date of the request. The
Association may charge the Owner of any Unit for which such an estoppel certificate is
furnished, and the Owner will pay, a reasonable fee for the preparation of the estoppel certificate
in an amount determined by the Board from time to time.
ARTICLE 17
GENERAL PROVISIONS
17.1 The Act; Severabilitv. The Condominium Project and this Declaration will not be subject
to the provisions of any amendment to or replacement of the Act which becomes effective after
the date of Recording of this Declaration, unless the provisions of the amendment or replacement
are expressly made binding upon existing condominiums. However, the Association may elect
to subject the Condominium Project to any amendment or replacement by the affirmative vote of
all Owners who would be required to approve an amendment to this Declaration pursuant to
Section 14.1 concerning the subject matter contained in the amendment to or replacement of the
Act. If any of the terms, conditions, provisions, sections or clauses of this Declaration conflict
with any provision of the Act, the provisions of the Act control unless the Act permits this
Declaration to override the Act, in which event this Declaration controls. The invalidity of any
covenant, restriction, condition, limitation or provision of this Declaration or the application of
any of them to any person or circumstance will not impair or affect in any manner the validity,
enforceability or effect of the rest of this Declaration, or the application of any covenant,
restriction, condition, limitation or provision to any other person or circumstances.
17.2 Interpretation of Declaration. The provisions of this Declaration will be liberally
construed to effect its purpose of creating a uniform plan for the ownership and operation of a
first-class Condominium Project. Whenever appropriate, singular terms may be read as plural,
plural terms may be read as singular, and the neuter gender may be read as the feminine or
masculine gender. The titles, headings and captions used throughout this Declaration are for
convenience only and may not be used to construe this Declaration or any part of it.
17.3 Notices. Except for notices concerning meetings of the Association or the Board, which
will be given in the manner provided in the Bylaws, any notices required or permitted under this
Declaration or the Bylaws to be given to any Owner, the Association, the Board or any Security
Holder will be sent by certified mail, first-class postage prepaid, return receipt requested, to the
intended recipient at, in the case of notices to an Owner, the address of such Owner at its Unit; in
the case of notices to the Association or the Board, the address of the Association's registered
agent; or in the case of notices to a Security Holder, the address most recently given to the
Association by notice from such Person. All notices are deemed given and received
three business days after mailed as provided in the previous sentence. Any Owner or Security
654214.18 ��
y
Holder may change its address for purposes of notice by notice to the Association in accordance
with this Section 17.3. The Association or the Board may change its address for purposes of
notice by notice to all Owners in accordance with this Section 17.3. Any such change of address
is effective five days after the required notice is given.
17.4 Partition. The Common Elements are not subject to partition. Any purported
conveyance, encumbrance, judicial sale or other voluntary or involuntary transfer of an
undivided interest in the Common Elements made separately from the Unit to which that interest
is allocated is void. Nothing in this Section 17.4 prevents the sale or encumbrance of all or a
portion of the Common Elements in accordance with Section 16.2. .
17.5 Assi�nment of Special Declarant Rights. Declarant rr�ay assign any or all of the Special
Declarant Rights in accordance with Section 304 of the Act.
17.6 Taxation of Units. Upon Recording this Declaration, Declarant will deliver a copy of it
to the assessor of Eagle County in accordance with Section 105(2) of the Act. Each Unit,
together with its Common Allocation of the Common Elements, constitutes a separate parcel for
purposes of real estate assessment and taxation. The Common Elements will be assessed against
each Unit in accordance with the Unit's Common Allocation and may not be separately assessed
or taxed.
[Balance of Page Intentionally Left Blank]
6542I4.16 �"
�
IN WITNESS WHEREOF, Declarant has executed this Declaration.
DECLARANT:
THE CHALETS AT THE LODGE AT VAIL, LLC, a
Colorado limited liability company
By: VAIL RESORTS DEVELOPMENT COMPANY,
Colorado corporation, as Managing Member
By: � �
Keith Fern e , r s e t an COO -VRDC
STATE OF COLORADO )
) ss:
COUNTY OF EAGLE )
The foregoing Declaration was acknowledged before me this day of
, 2008, by Keith Fernandez, as President and COO-VRDC of Vail
Resorts Development Company, a Colorado corporation, the Managing Member of The Chalets
at The Lodge at Vail, LLC, a Colorado limited liability company.
Witness my hand and official seal.
My commission expires:
Notary Public
654214.18 �l
�
JOINDER OF LIENOR
The undersigned, the beneficiary under that certain deed of trust dated March 19, 2007, and
recorded March 22, 2007, at Reception No. 200707455 and rerecorded on April 4, 2007, at
Reception No. 200708739 in the office of the Clerk and Recorder for Eagle County, Colorado, as
the same may be amended or supplemented from time to time (the "Deed of Trust"), which Deed
of Trust encumbers the Property, hereby consents to and approves this Condominium
Declaration for the Chalets at the Lodge at Vail (this "Declaration") and the Condominium Plat
for The Chalets at The Lodge at Vail, which was recorded in the office of the Clerk and Recorder
for Eagle County, Colorado on the same date as this Declaration (the "Map"), and does hereby
agree that the lien of the Deed of Trust is and shall be subordinate and inferior to the easements,
covenants, conditions, restrictions and other terms established or disclosed by this Declaration
and the Map, none of which shall be extinguished, limited or affected to any extent by any
foreclosure of the Deed of Trust; provided, however, that the lien of the Deed of Trust, as a lien
recorded prior to the recordation of this Declaration and the Map, and pursuant to
C.R.S. § 38-33.3-316(2)(a)(I), has and shall continue to have priority over the lien for
Assessments, including, without limitation, rights of foreclosure associated therewith,
established in favor of the Association under this Declaration. (Initially capitalized terms used
but not defined in this Joinder shall have the meanings therefor set forth in the other terms of this
Declaration.)
WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Administrative Agent
By: itii 1!'t IA1 � �
Name:
Title:
STATE OF COLORADO )
. ) ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 200_, by as
of Wells Fargo Bank,National Association, as Administrative Agent.
Witness my hand and official seal.
My commission expires:
Notary Public
6542�4.,8 60
EXHIBIT A
THE PROPERTY
Tract B (Chalets Lot), Front Door Three Dimensional Subdivision, a Three Dimensional
Subdivision of Lots 1 and 2, Mill Creek Subdivision and Lots 1 and 4, a Part of the NW '/4,
Section 8, Township 5 South, Range 80 West of the 6th P.M., Town of Vail, County of Eagle,
State of Colorado, according to the final plat thereof recorded in the real property records of
Eagle County, Colorado on May 15, 2008 at Reception No. 200810199.
654214.I B L,-�
EXHIBIT B
COMMON ALLOCATIONS
Unit Measured Area Common Allocation
1
2
3
4
7
8
654214.18 ��`
EXHIBIT C
OTHER RECORDED EASEMENTS AND
LICENSES AFFECTING THE PROPERTY
RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF
THE UNITED STATES AS RESERVED 1N UNITED STATES PATENT RECORDED JUNE
26, 1989, IN BOOK 508 AT PAGE 595 AND IN PATENT RECORDED APRIL 26, 2006
RECEPTION NO. 200610676.
ALL OIL AND GAS IN THE LAND SO PATENTED, AND TO IT, OR PERSONS
AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE SUCH
DEPOSITS FROM THE SAME UNDER APPLICABLE LAW, INCLUDING THE ACT OF
FEBRUARY 28, 1925 (16 U.S.C. 486) AS RESERVED IN UNITED STATES PATENT
RECORDED JL1NE 26, 1989 IN BOOK 508 AT PAGE 595.
A PERPETUAL EASEMENT FOR PUBLIC ACCESS ON THE EXISTING MILL CREEK
ROAD (FOREST DEVELOPMENT ROAD NO. 710) TOGETHER WITH THE RIGHT TO
RELOCATE SAID ROAD AS RESERVED BY THE UNITED STATES IN PATENT
RECORDED JUNE 26, 1989 IN BOOK 508 AT PAGE 595.
A PERPETUAL EASEMENT FOR PUBLIC VEHICLE AND FOOT ACCESS ON THE
EXISTING ROAD FROM FOREST DEVELOPMENT ROAD NO. 710 TO SKI AREA
FACILITIES AT ONE VAIL PLACE TOGETHER WITH THE RIGHT TO RELOCATE SAID
ROAD AS RESERVED IN UNITED STATES PATENT RECORDED JUNE 26, 1989 IN
BOOK 508 AT PAGE 595.
TERMS, CONDITIONS AND PROVISIONS OF TRENCH, CONDUIT AND VAULT
AGREEMENT RECORDED MARCH 30, 1998 AT RECEPTION NO. 650944.
TERMS, CONDITIONS AND PROVISIONS OF RECIPROCAL EASEMENT AND
COVENANTS AGREEMENT RECORDED JANUARY 29, 1999 AT RECEPTION NO.
685193.
EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND
NOTES ON THE F1NAL PLAT OF MILL CREEK SUBDIVISION RECORDED NOVEMBER
6, 2000,RECEPTION NO. 743366.
TERMS, CONDITIONS AND PROVISIONS OF FRONT DOOR DEVELOPMENT
AGREEMENT RECORDED JULY 27, 2006 AT RECEPTION NO. 200620331.
TERMS, CONDITIONS AND PROVISIONS OF USDA FOREST SERVICE EASEMENT
RECORDED APRIL 26, 2006 AT RECEPTION NO. 200610677.
TERMS, CONDITIONS AND PROVISIONS OF DEVELOPMENT AND USE AGREEMENT
RECORDED NOVEMBER 13, 2006 AT RECEPTION NO. 200630880.
6542,4.�8 C-1
TERMS, CONDITIONS AND PROVISIONS OF LICENSE AGREEMENT RECORDED
DECEMBER 17, 2007 AT RECEPTION NO. 200732787.
EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND
NOTES ON THE FRONT DOOR THREE DIMENSIONAL SUBDIVISION PLAT
RECORDED MAY 15, 2008 AT RECEPTION NO. 200810199.
TERMS, CONDITIONS AND PROVISIONS OF SPA EASEMENT AGREEMENT
RECORDED , 2008 AT RECEPTION NO.
TERMS, CONDITIONS AND PROVISIONS OF ACCESS AND SUPPORT EASEMENT
AGREEMENT RECORDED , 2008 AT RECEPTION
NO.
TERMS, CONDITIONS AND PROVISIONS OF WATER UTILITY EASEMENT
AGREEMENT RECORDED , 2008 AT RECEPTION NO.
TERMS, CONDITIONS AND PROVISIONS OF ENCROACHMENT EASEMENT
AGREEMENT RECORDED , 2008 AT RECEPTION
NO.
TERMS, CONDITIONS AND PROVISIONS OF SANITARY SEWER UTILITY EASEMENT
AGREEMENT RECORDED , 2008 AT RECEPTION NO.
TERMS, CONDITIONS AND PROVISIONS OF ORDER OF INCLUSION RECORDED
JLJNE 9, 2008 AT RECEPTION NO. 200812000.
TERMS, CONDITIONS AND PROVISIONS OF CONDOMINIUM PLAT FOR THE
CHALETS AT THE LODGE AT VAIL RECORDED , 2008 AT
RECEPTION NO.
654214.I 8 �-G
EXHIBIT D
ARBITRATION RULES
Claimant shall submit a Claim to arbitration under these Arbitration Rules by giving
written notice to all other Parties stating plainly and concisely the nature of the Claim, the
remedy sought and Claimant's submission of the Claim to arbitration ("Arbitration Notice").
l. Any arbitration conducted under these Rules and in connection with any
Claim arising out of or relating to the interpretation, application, or enforcement of the
Declaration, or relating to the design or construction of the Common Elements, shall conforrri
with and be subject to the rules and procedures adopted and routinely applied by Construction
Arbitration Services, Inc. ("CAS").
2. The Parties shall select a panel of arbitrators (the "Panel") as follows
("Party Appointed Arbitrators"): all of the Claimants shall agree upon one Party Appointed
Arbitrator, and all the Respondents shall agree upon one Party Appointed Arbitrator. The Party
Appointed Arbitrators shall, by agreement, select one Additional arbitrator("Additional").
3. If the Panel is not selected under Rule 1 within 45 days from the date of
the Arbitration Notice, any party may notify the nearest chapter of The Community Associations
Institute, for any dispute arising under the Declaration, the Bylaw, or the Rules, or CAS for any
dispute relating to the design or construction of improvements on the Common Elements, which
shall appoint one Additional ("Appointed Additional") and shall notify the Appointed Additional
and all Parties in writing of such appointment. The Appointed Additional shall thereafter be the
sole arbitrator and any Party Appointed Arbitrators or their designees shall have no further duties
involving the arbitration proceedings.
4. No Person may serve as an Additional in any arbitration in which that
Person has any financial or personal interest in the result of the arbitration. Any Person
designated as a Additional or Appointed Additional shall immediately disclose in writing to all
Parties any circumstance likely to affect impartiality, including any bias or financial or personal
interest in the outcome of the arbitration ("Bias Disclosure"). If any Party objects to the service
of any Additional or Appointed Additional after receipt of that Additional's Bias Disclosure,
such Additional or Appointed Additional shall be replaced in the same manner in which that
Additional or Appointed Additional was selected.
5. The Appointed Additional or Additional, as the case may be ("Arbitrator")
shall fix the date, time and place for the hearing. The place of the hearing shall be at a place
mutually agreed to by the parties. In fixing the date of the hearing, or in continuing a hearing,
the Arbitrator shall take into consideration the amount of time reasonably required to determine
Claimant's damages accurately.
6. Any Party may be represented by an attorney or other authorized
representative throughout the arbitration proceedings. In the event the Respondent fails to
participate in the arbitration proceeding, the Arbitrator may not enter an Award by default, but
shall hear Claimant's case and decide accordingly.
654214.18 D-1
7. All Persons who, in the judgment of the Arbitrator, have a direct interest
in the arbitration are entitled to attend hearings. The Arbitrator shall determine any relevant
legal issues, including whether all indispensable parties are Bound Parties or whether the claim is
barred by the statute of limitations.
8. The hearing shall be conducted in whatever manner will, in the
Arbitrator's judgment, most fairly and expeditiously permit the full presentation of the evidence
and arguments of the Parties. The Arbitrator may issue such orders as it deems necessary to
safeguard rights of the Parties in the dispute without prejudice to the rights of the Parties or the
final determination of the dispute.
9. Notwithstanding the foregoing, multiple party disputes or claims not
consolidated or administered as a class action pursuant to the following sentence will be subject
to, and will be arbitrated individually. Only with the written request of all parties involved, but
not otherwise, the Arbitrator may: (i) consolidate in a single arbitration proceeding any multiple
party claims that are substantially identical, and (ii) arbitrate multiple claims as a class action in
accordance with the rules and procedures adopted by CAS.
10. If the Arbitrator decides that it has insufficient expertise to determine a
relevant issue raised during arbitration, the Arbitrator may retain the services of an independent
expert who will assist the Arbitrator in making the necessary determination. The scope of such
professional's assistance shall be determined by the Arbitrator in the Arbitrator's discretion.
Such independent professional must not have any bias or financial or personal interest in the
outcome of the arbitration, and shall immediately notify the Parties of any such bias or interest
by delivering a Bias Disclosure to the Parties. If any Party objects to the service of any
professional after receipt of a Bias Disclosure, such professional shall be replaced by another
independent licensed professional selected by the Arbitrator.
11. No formal discovery shall be conducted in the absence of order of the
Arbitrator or express written agreement among all the Parties. The only evidence to be presented
at the hearing shall be that which is disclosed to all Parties at least 30 days prior to the hearing;
provided, however, no Party shall deliberately withhold or refuse to disclose any evidence which
is relevant and material to the Claim, and is not otherwise privileged. The Parties may offer such
evidence as is relevant and material to the Claim, and shall produce such additional evidence as
the Arbitrator may deem necessary to an understanding and determination of the Claim. The
Arbitrator shall be the sole judge of the relevance and materiality of any evidence offered, and
conformity to the legal rules of evidence shall not be necessary. The Arbitrator shall be
authorized, but not required,to administer oaths to witnesses.
12. The Arbitrator shall declare the hearings closed when satisfied the record
is complete.
13. There will be no post hearing briefs.
14. The Award shall be rendered immediately following the close of the
hearing, if possible, and no later than 14 days from the close of the hearing, unless otherwise
agreed by the Parties. The Award shall be in writing, shall be signed by the Arbitrator and
6542,4.�8 D-2
acknowledged before a notary public. If the Arbitrator believes an opinion is necessary, it shall
be in summary form.
15. Except with respect to awards of attorneys' fee and expenses only to the
extent specifically provided under Section 123 of the Act, no party shall be entitled to receive
any award of damages in connection with the arbitration of a Dispute other than such party's
actual damages. To the fullest extent permitted by applicable law from time to time, all parties
to an arbitration conducted under these Rules shall be deemed to have waived their right to
receive any damages other than actual damages, including, without limitation, special damages,
consequential damages, and punitive or exemplary damages.
Each Party agrees to accept as legal delivery of the Award the deposit of a true copy in
the mail addressed to that Party or its attorney at the address communicated to the Arbitrator at
the hearing.
6542�4.�8 D-3
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